JPMorgan Chase Employee Stock Purchase Plan Prospectus

Transcription

1 JPMorgan Chase Employee Stock Purchase Plan Prospectus This document constitutes a prospectus covering securities that have been registered under the Securities Act of The date of this document is December 1, Note for Employees in EU Countries: The information herein is provided to allow the offer made under the plan to fall within Article 4(1)(e) of the Prospectus Directive (2003/71/EC). Note for Hong Kong Employees: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this document, you should obtain independent professional advice.

2 Table of Contents Contact Information 3 Key Terms 4 Some Quick Facts 5 Description of the Plan 6 Rewards and Risks of Plan Participation 6 Administration 6 Eligibility 7 Employees Outside the United States 7 Enrollment 8 When to Enroll 8 How to Enroll 8 Contributions 8 How Much You Can Contribute 8 How You Contribute 9 How You Change Your Contributions 9 If You Sell Shares Through the Employee Stock Purchase Plan 9 How and When Contributions End 10 Stock Purchase and Ownership 10 How Shares Are Purchased 10 Purchase Dates 11 Maximum Shares 11 Stock Ownership 11 Accessing Your Shares 11 Taxpayer Certification 11 Dividends 14 Voting Rights 14 Policies Restricting Securities Transactions 14 Window Period 14 Personal Account Dealing (PAD) Policy 15 Quarterly Blackout Period 15 When Participation Ends 15 Tax Information 15 U.S. Taxpayer Certification 15 Form 3922 Reporting 16 U.S. Federal Income Tax Information 16 Dividends 16 Sale of Shares 16 Non-U.S. Tax Information 17 Other Tax-Related Information 17 Page JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 1

3 Table of Contents Other Important Information 17 Use of Data 17 Shareholder Approval 18 ERISA and PBGC 18 Plan Documents Control 18 Transferability 18 Right to Amend 18 No Contract of Employment 19 Information about JPMorgan Chase 19 Appendices 20 Appendix A: Transferring Shares 20 Reasons for Making a Share Transfer 20 How Transferring or Selling Shares Affects Plan Participation 20 How to Transfer Shares to a Common Stock Account at Computershare 21 Appendix B: Selling Shares 22 How to Sell Your Shares 22 Order Types 22 Payment Options 23 Selling Your Shares Online from Your Employee Stock Purchase Plan Account 24 Selling Your Shares via the Stock Programs Call Center 25 Transaction Requests 25 Fees 25 Appendix C: Managing Your Account 26 Keep Your Address Current 26 Choose How You Would Like to Receive Computershare s Publications 26 Maintain Your Accounts to Avoid Loss of Assets 27 Statements 27 Page JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 2

4 Contact Information accesshr Contact Center (Once enrolled in the plan, increase or decrease contributions within plan limits at any time.) Call the accesshr Contact Center at JPMChase ( ) and speak with a representative. Representatives are available Monday through Friday, from 8 a.m. to 8:30 p.m. Eastern time, except certain U.S. holidays. Those working outside the U.S. should contact their local Country Administrator. Benefits Web Center (Once enrolled in the plan, increase or decrease contributions within plan limits at any time.) 1. Go to My Rewards* From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com 2. Click My Health under Related Links 3. Click Benefits Web Center under My Resources Those working outside the U.S. should contact their local Country Administrator. Stock Programs Call Center at Computershare (For questions related to your Employee Stock Purchase Plan account or common stock account at Computershare.) Employee Stock Purchase Plan Web Center (ESPP Web Center) (You can perform certain account transactions in your Employee Stock Purchase Plan account at Computershare, including selling shares.) Contact Computershare at (or if calling from outside the United States). The TDD number for participants with a hearing impairment is (or if calling from outside the United States). Computershare s automated system is available 24/7. Generally, customer service representatives are available weekdays from 3 a.m. to 9 p.m. Eastern time, Monday through Friday, except New York Stock Exchange holidays. If you would like to speak with a customer service representative in a language other than English, you can request a non-u.s. language translator for assistance. If you are calling from outside the United States and are not calling from your work location, you may make an operator-assisted call and request that the charges for the call be accepted by Computershare. 1. Go to My Rewards* From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com 2. Click Employee Stock Purchase Plan (ESPP) under Compensation & Stock Programs 3. Click Computershare Employee Online 4. Click View for Employee Plan Stock 5. Click Details for Employee Stock Purchase Plan *A Single Sign-On password is required in order to access JPMorgan Chase websites. If you need to reset your Single Sign-On password, access mytechub at mytechub.jpmorganchase.com from any device with an Internet connection. Also, you may need to authenticate your device. If you have any issues authenticating, please follow the instructions on the authentication page and keep your contact details on My Personal Profile at mpp.jpmorgan chase.com up to date so that you continue to receive important communications. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 3

5 Key Terms As you read this document, you will come across some important terms related to the Employee Stock Purchase Plan. To help you better understand the plan, many of those important terms are defined here. Term Account After-Tax Contributions Definition A custodial account is automatically opened in your name when you elect to participate in the Employee Stock Purchase Plan. Your account is credited with shares of common stock purchased on your behalf and separately tracks your payroll deductions and reinvested dividends (if you opt for dividend reinvestment rather than dividends paid in cash). Neither your accumulated payroll deductions nor your dividends earn interest. Contributions that are taken from your pay after applicable taxes have been withheld. Computershare Inc. (Computershare) Common Stock Eligible Compensation Eligible Employees Purchase Date for Payroll Contributions Purchase Price Section 423 Service Stock Total Annual Cash Compensation The custodian and plan administrator. The common stock, par value $1.00 per share, of JPMorgan Chase & Co., a Delaware corporation, represented by the New York Stock Exchange listed symbol: JPM. Generally, your base salary/regular pay plus applicable job differential pay (e.g., shift pay). It does not include any annual bonuses, overtime, special recognition or other incentive awards you might receive. In certain situations, your Eligible Compensation may include other cash earnings (e.g., commissions, draws and overrides) paid under certain non-annual incentive plans that provide compensation in lieu of base salary. For most benefits plans, your Eligible Compensation is updated as changes occur throughout the year. PLEASE NOTE: Various JPMorgan Chase plans have different definitions of Eligible Compensation. Separate definitions may apply to employees in certain sales positions who are paid on a draw-and-commission basis. Active full-time or part-time employees regularly scheduled to work 20 or more hours a week with Total Annual Cash Compensation less than $250,000 and a hire date on or before September 30 of the calendar year of enrollment. The last day of March, June, September and December on which trading is conducted on the New York Stock Exchange. The price used to purchase JPMorgan Chase common stock through the plan on your behalf. The price you pay is equal to 95% of the average of the high and low sales prices of JPMorgan Chase common stock, set forth on the New York Stock Exchange composite tape, on the purchase date. For U.S. taxpayers, when you purchase shares from the Employee Stock Purchase Plan at a discount, you do not pay or owe taxes on the discount at the time of purchase. For more information about Section 423 and the taxability of the discount, refer to the Tax Information section of this document. For non-u.s. taxpayers, local tax laws vary. Please consult with your local tax advisor. The period of your employment beginning on your first day actively at work for JPMorgan Chase or a designated subsidiary (even if the designated subsidiary was acquired during the plan year) and ending when your employment with JPMorgan Chase or a designated subsidiary ends. For purposes of eligibility, you must have been hired on or before September 30 of any calendar year to participate in the plan in the following year. (You may make an election to participate only during an annual enrollment period.) Shares of JPMorgan Chase common stock purchased through the plan. Generally, your Total Annual Cash Compensation includes your annual rate of base salary/regular pay plus any applicable job differential pay (e.g., shift pay) as of each August 1, plus any cash earnings from any incentive plans (e.g., annual incentive, commissions, draws, overrides, and special recognition payments or incentives) that are paid to or deferred by you for the previous 12-month period ending each July 31. Overtime is not included. Your Total Annual Cash Compensation is recalculated as of each August 1 to take effect the following January 1 and will remain unchanged throughout the year. For most employees hired on or after August 1, Total Annual Cash Compensation will be equal to annual rate of base salary/regular pay plus applicable job differentials. PLEASE NOTE: Separate definitions may apply to employees in certain sales positions who are paid on a draw-and-commission basis. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 4

6 Some Quick Facts This page is an overview of the plan s key features and other important information. Refer to the Table of Contents for additional details included in this document. Enrollment Eligible employees may elect to participate in the Employee Stock Purchase Plan during the annual enrollment period. Contributions To the extent permitted by applicable local law, you may contribute on an after-tax basis up to 20% of your Eligible Compensation per pay period. In addition, contributions including reinvested dividends are subject to a legal annual maximum share purchase of $25,000 divided by the fair market value of JPMorgan Chase common stock on the first trading day of the year. Once you are enrolled, you may increase or decrease your contributions within these limits at any time. Stock Purchase Dividends Account Ownership Taxes Understand the Risks Not a Fiduciary JPMorgan Chase common stock is purchased quarterly using your accumulated payroll contributions as well as the reinvested quarterly dividends if you are enrolled in dividend reinvestment. The purchase date for payroll contributions is the last day of March, June, September and December on which trading is conducted on the New York Stock Exchange. Active employees participating in the Employee Stock Purchase Plan have the option to either have dividends, if any, reinvested in the plan at the 5% discounted rate or paid in cash. The default dividend payment method for new participants is dividend reinvestment. The default dividend payment method for rehired participants is cash. At the time of your first purchase, JPMorgan Chase common stock is credited to your shareholder account on the Computershare transfer agent system that is linked to your employee Standard ID (SID). If you do not have an existing account linked to your SID, a new account will be created for you using your employee demographic information on record at the time of this first purchase. Taxation of stock is a complex topic. As neither JPMorgan Chase nor its representatives can provide you with tax advice, you should seek the advice of a personal tax advisor. Participation in the Employee Stock Purchase Plan is optional and carries risk, including potential loss of your investment due to market fluctuations. You decide whether or not to participate in the plan and the level of your participation. Before you elect to participate, carefully read this Employee Stock Purchase Plan Prospectus and other available materials, and consult with your own financial advisor. The Employee Stock Purchase Plan is not subject to the terms of the Employee Retirement Income Security Act of 1974 (ERISA). In addition, benefits under the plan are not guaranteed by the Pension Benefit Guaranty Corporation (PBGC) or any other federal agency. The plan is administered to comply only with the Securities Act of 1933, as amended and any applicable rules thereunder, and Section 423 of the Internal Revenue Code. PLEASE NOTE: Neither this document nor the plan has been reviewed or approved by any regulator. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 5

7 Description of the Plan The general guidelines for participating in the Employee Stock Purchase Plan are described in this document. The Employee Stock Purchase Plan provides eligible employees with the opportunity to become an owner of JPMorgan Chase by providing: The ability to purchase the company s common stock at a 5% discount without paying a broker s fee; and The opportunity to increase your stock ownership through automatic reinvestment of dividends, if any, at a 5% discount without paying a broker s fee. Participation in the Employee Stock Purchase Plan is optional. You decide whether or not to participate in the plan and how much to contribute, within plan limitations. Once enrolled in the plan, you may change the amount of your contribution at any time, subject to plan limitations and restrictions as further described in this document. This document describes the terms and conditions under which you may purchase JPMorgan Chase common stock under the Employee Stock Purchase Plan. The plan itself has a number of features that give JPMorgan Chase flexibility in designating the terms and conditions associated with the purchase of such shares. However, unless we otherwise notify you, the terms and conditions in this document will govern your purchase of shares under the plan. Rewards and Risks of Plan Participation Ownership of stock entails rewards and risks. The rewards come in the form of dividends, if any, and the potential for gains resulting from increases in the stock price from the time you purchase the stock. However, stocks do not always pay a dividend or increase in value. In that regard, participation in the plan carries risk, including potential loss of all or part of your investment due to adverse changes in the market price of JPMorgan Chase common stock. The value of individual securities (such as JPMorgan Chase common stock) can fluctuate over time and be more volatile than the market as a whole, and can perform differently than the market as a whole. This volatility can be due to developments particular to the financial services industry or to JPMorgan Chase, as well as to economic, political, regulatory and market developments. It s a good idea to periodically reassess your plan participation. Think about your tolerance for risk, the value of the shares of common stock you own, your current financial situation and your future financial goals. Then consider whether your current contribution and stock ownership levels continue to meet your needs. Administration The Compensation & Management Development Committee of the JPMorgan Chase Board of Directors (or any successor committee, the Committee ) administers the Employee Stock Purchase Plan. The Committee is composed entirely of directors of JPMorgan Chase who are not employees of JPMorgan Chase or any of our subsidiaries and are not eligible to participate in the plan. The Committee may appoint agents to act on its behalf. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 6

8 Subject to the express terms of the plan, the Committee has sole discretion to: Determine the subsidiaries whose employees will be eligible to participate in the Employee Stock Purchase Plan and which employees of those subsidiaries are eligible to participate; Administer and interpret the Employee Stock Purchase Plan; Establish, amend or rescind any rules and regulations relating to the Employee Stock Purchase Plan; Determine the terms and provisions of any offers made under the Employee Stock Purchase Plan; Make all other determinations necessary or advisable for the administration of the Employee Stock Purchase Plan; Suspend or terminate the Employee Stock Purchase Plan; and In any manner and to any extent correct any defect, supply any omission, or reconcile any inconsistency in the Employee Stock Purchase Plan or any offer made under the plan. Computershare has been appointed as the custodian and administrator of the plan. Eligibility Participation in the Employee Stock Purchase Plan is optional. Employees eligible to contribute to the plan include: Full-time or part-time employees regularly scheduled to work 20 or more hours a week; Employees with a hire date on or before September 30 of the calendar year of their enrollment; and Employees earning Total Annual Cash Compensation of less than $250,000. PLEASE NOTE: Separate definitions of Total Annual Cash Compensation may apply to employees in certain sales positions who are paid on a draw-and-commission basis. If this applies to you, you will be notified. An individual classified or employed in a work status other than as a common-law salaried employee by his or her employer is not eligible to participate in the plan even if an administrative or judicial proceeding subsequently determines that the individual was a common-law salaried employee. These include individuals classified as: Independent contractor/agent (or its employee); Hourly-paid employee; Intern; and/or Occasional/seasonal, leased or temporary employee. Employees Outside the United States If you are employed by JPMorgan Chase or a designated subsidiary outside the United States, you are eligible to participate in the plan as long as you meet the plan s eligibility requirements and the laws of the country in which you work allow for your participation, including laws pertaining to securities, currency and payroll. However, before enrolling in the plan, you should consult with a tax advisor, as the tax consequences of participation may be significantly different from the United States income tax code. Please contact your Country Administrator if you have questions regarding the Employee Stock Purchase Plan. (The accesshr Contact Center provides support for U.S.-paid employees only.) PLEASE NOTE: If you earn Total Annual Cash Compensation of $250,000 or more, you are not eligible to participate in the plan. Total Annual Cash Compensation is determined as of August 1 of each year for the following calendar year and remains unchanged throughout the year. If you previously participated in the plan and continue to have a balance in the Employee Stock Purchase Plan account at Computershare, dividends declared by the Board of Directors on any shares of common stock will continue to be used to purchase new shares of JPMorgan Chase common stock as long as you remain an active employee, JPMorgan Chase can legally operate the plan in your work country, and you meet the eligibility criteria for the plan. (Refer to the Dividends section of this document for further information). JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 7

9 It is important to familiarize yourself with the restriction policies relating to participation and transacting in the Employee Stock Purchase Plan. Please review the Policies Restricting Securities Transactions section of this document. Enrollment When to Enroll As an eligible JPMorgan Chase employee, you may elect to participate in the Employee Stock Purchase Plan during the annual enrollment period. If you decide not to enroll when you are first eligible, you may enroll in any later year, but only during the annual enrollment period. Mid-year enrollment is not allowed. If you are already contributing to the Employee Stock Purchase Plan and remain eligible for the next year, review your deduction election information during the annual enrollment period. Elections will automatically carry over to the next plan year based on the amount of your contribution as of the last pay date of the current calendar year. How to Enroll If you are a U.S. benefits-eligible employee, you can enroll online during the annual enrollment period via the Benefits Web Center on My Rewards > My Health or by calling the accesshr Contact Center. If you are an eligible employee outside the U.S., you can enroll during your country s designated enrollment period by completing the plan enrollment form or by enrolling online via your local benefits site. Please contact your Country Administrator for further details. Employees Paid in Non-U.S. Currency If you are an eligible employee who is not paid in U.S. dollars on the U.S. payroll system, your local payroll department will deduct the elected amount from your pay provided that there are no currency restrictions applicable to remitting currency outside of the country in which you work. Your payroll department will then send the U.S. dollar funds, based on the applicable exchange rate, for processing. The timing of the foreign currency exchange may vary based on country. Please contact your local Country Administrator if you have questions. You are encouraged to validate your payroll deduction in January, following the start of a new offering period. If you do not agree with the deduction, contact the accesshr Contact Center or your Country Administrator immediately. PLEASE NOTE: By enrolling in the Employee Stock Purchase Plan through the JPMorgan Chase Benefits Web Center or the accesshr Contact Center, you are authorizing JPMorgan Chase to withhold from your Eligible Compensation the amount you specify to purchase shares of common stock under the plan. Your authorization to begin payroll deductions also constitutes your agreement that all purchases of common stock will be in accordance with the terms and conditions of the plan, as amended from time to time. For participants employed outside the United States, your enrollment election constitutes your authorization for payroll deductions and your agreement to the terms and conditions of the plan. Contributions How Much You Can Contribute You decide how much to contribute toward the purchase of shares under the Employee Stock Purchase Plan. The elected contribution amount is deducted from your Eligible Compensation each pay period, subject to plan limits noted below: 20% of your Eligible Compensation per pay period; and Subject to an annual maximum share purchase of $25,000 divided by the fair market value of JPMorgan Chase common stock on the first trading day of the year (including reinvested dividends). With respect to participants who are paid by U.S. Payroll, all contributions are made with after-tax dollars, meaning that contributions are deducted from your pay after federal/regional and, in most cases, state and/or local income taxes have been withheld. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 8

10 The Employee Stock Purchase Plan is designed to comply with all applicable laws and regulations. As a result, additional limits on contributions or stock ownership may apply. If additional limits are imposed that would affect your contributions, you will be notified. In addition to the above individual contribution limits, the total number of shares of common stock that can be purchased by all plan participants in any year is subject to a maximum. Participants will be notified if they are affected by this limit. How You Contribute Payroll deductions will be taken from your regular pay and will begin with your first pay in January. However, a deduction cannot be taken in any pay period in which your net compensation after taxes and your before-tax benefits deductions, for whatever reason, do not cover the payroll deduction amount you ve elected. A partial deduction cannot be taken. The money you contribute is used to purchase shares of common stock on your behalf. For more information, please refer to the How Shares Are Purchased section of this document. The accumulated payroll deductions do not earn interest. How You Change Your Contributions Once you are enrolled, you may increase or decrease your contributions within plan limits at any time. However, there are restrictions for certain employees (please refer to the Policies Restricting Securities Transactions section of this document for additional information). U.S. employees may make contribution changes or stop contributions at any time via the Benefits Web Center on My Rewards or by contacting the accesshr Contact Center. Employees outside the United States should contact their local Country Administrator. Any changes that you request will go into effect as soon as administratively feasible after your request is processed. If you stop contributing via payroll deductions, you cannot resume contributing via payroll deductions until you enroll during a subsequent annual enrollment period. Any contributions already deducted from your pay will be used to purchase stock on the next purchase date. No refund will be issued. Declared dividends on shares held in your account will continue to be invested automatically at the 5% discount if you remain actively employed, meet the plan eligibility requirements, the plan can be legally operated in your work country and you have not elected to receive cash dividends. If You Sell Shares Through the Employee Stock Purchase Plan If you sell shares through the plan, your contributions will continue. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 9

11 How and When Contributions End Several situations could cause your payroll contributions to the Employee Stock Purchase Plan to end. Contributions will end as soon as administratively feasible in the following situations: You elect to stop contributing; You relocate to a country in which the laws preclude the offering of the shares under the Employee Stock Purchase Plan; The country in which you work precludes the export of its currency for the purpose of purchasing shares, or laws preclude payroll deductions; You purchase the maximum number of allowable shares of common stock for the year; As a result of the termination of the Employee Stock Purchase Plan; or The termination of your JPMorgan Chase employment. Contributions will end effective for the next plan year in the following situations: You change to an ineligible work status (for example, becoming regularly scheduled to work fewer than 20 hours per week); Your Total Annual Cash Compensation is $250,000 or more. Sample Calculation of Shares Purchased Based on Semi-Monthly Payroll Deductions Contribution per pay period $25.00 Total Quarter Contribution $ Purchase Date December 31 NYSE composite tape Low $ NYSE composite tape High $ Average of the High and Low $ % of the Average $ Purchase Price $ Shares Purchased (Total Quarter Contribution divided by the Purchase Price) Stock Purchase and Ownership A summary of how JPMorgan Chase common stock is purchased under the Employee Stock Purchase Plan and your rights as a shareholder are provided below. How Shares Are Purchased If you participate in the Employee Stock Purchase Plan, your payroll deductions are accumulated and, on the designated purchase date, used to purchase JPMorgan Chase common stock on your behalf. The number of shares purchased depends on: The amount of your payroll deductions and/or reinvested dividends; and The purchase price of the stock. You pay 95% of the average of the high and low sales prices of JPMorgan Chase common stock on the purchase date. In other words, you receive a 5% discount on JPMorgan Chase common stock. Additionally, you will not pay any broker s fees. For example, suppose the lowest sales price on the date of purchase is $ , and the highest sales price is $ The discounted price for plan participants is 95% of the average amount ($ ), or $ (refer to example in the sidebar at left). Often, the amount of your payroll deductions and/or reinvested dividends will not be sufficient to buy a full share of stock. The plan will purchase as many full shares as possible and will then use any remaining amount to buy a fraction of a share. Your payroll purchases and reinvested dividends, if any, are tracked separately within the Employee Stock Purchase Plan account. Number of Shares Purchased JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 10

12 Purchase Dates The purchase date for payroll contributions is the last day of March, June, September and December on which trading is conducted on the New York Stock Exchange. The shares purchased with your contributions will be added to your payroll purchase register within your account as soon as administratively possible after the purchase date. Reinvested dividends, if any, will be purchased as of the dividend payable date and added to your dividend reinvestment register within your account as soon as administratively possible. Maximum Shares Under United States tax laws that govern the plan and plan rules, the maximum number of shares you can purchase annually is equal to $25,000 divided by the fair market value share price on the first New York Stock Exchange trading day in January. The maximum number of shares includes both shares purchased with your after-tax payroll contributions as well as any shares purchased with your dividend contributions. Under the United States Internal Revenue Code, the plan may also be required to limit the total number of shares that may be purchased by all eligible employees. If these restrictions affect you, you will be notified. Stock Ownership When you buy stock through the Employee Stock Purchase Plan, you become a shareholder. Shareholders are the owners of JPMorgan Chase. The shares bought on your behalf are credited to your account, and the shares are registered by the custodian, Computershare. Accessing Your Shares Depending upon your individual shareholder relationship with JPMorgan Chase, Computershare has potentially three classes of stock with two registers, all of which are displayed separately. For your Employee Stock Purchase Plan class, the two distinct registers include: 1. Your underlying base shares (shares you acquire via payroll contributions) 2. Your dividend reinvested shares Taxpayer Certification If you plan to retain or sell your shares in your common stock account, please complete your tax certification with Computershare prior to the sale of shares or by the dividend record date prior to the dividend payment date. Tax certification generally involves completing either a Form W-9 (Request for Taxpayer Identification Number and Certification) if you are a U.S. citizen or resident alien or Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for U.S. Tax Withholding) if you are not a U.S. citizen or resident alien and submitting it to Computershare to establish and document your tax status. Accounts without a completed Form W-9 or W-8BEN on file are subject to U.S. tax on sale proceeds and dividend payments. Computershare does not refund any tax deducted from a processed transaction. Form W-9 (a U.S. citizen or resident alien) By submitting a properly executed Form W-9, Computershare, in most cases, will not be obligated to withhold 28% U.S. federal backup withholding and possibly U.S. state backup withholding on payments from the sale of shares and dividends. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 11

13 Form W-8BEN (not a U.S. citizen or resident alien) By submitting a properly executed Form W-8BEN and supporting documentation when applicable, Computershare will not be obligated to withhold 28% U.S. tax (backup withholding) on payments from the sale of shares; however, U.S. tax (nonresident alien withholding) on dividends is based on the country of residence for income tax purposes and treated as follows: If you do not submit a Form W-8BEN, you will be subject to 28% U.S. tax (backup withholding) on payments from dividends. If you submit a properly executed Form W-8BEN and your country of residence for income tax purposes has an income tax treaty with the U.S, you may be eligible for a reduced rate of U.S. tax (nonresident alien withholding) on your dividend payments if your properly completed Form W-8BEN with a proper claim of treaty and supporting documentation where applicable is submitted to Computershare by the dividend record date prior to the payment. The current withholding rates on dividends paid to non-u.s. individuals who are eligible for treaty relief can be obtained at If you submit a properly executed Form W-8BEN and your country of residence does not have an income tax treaty with the U.S. or you do not provide the supporting documents that Computershare requires or you do not elect a reduced treaty rate, you will be subject to 30% U.S. tax (nonresident alien withholding) on payments from dividends. To confirm and/or complete your tax certification for your Employee Stock Purchase Plan account, please take the following actions: 1. Go to My Rewards From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com 2. Click Employee Stock Purchase Plan (ESPP) under Compensation & Stock Programs 3. Click Computershare Employee Online 4. Click View for Employee Plan Stock 5. Click My Profile on the right side of the page 6. Click Update in the Tax Certification box 7. If you previously completed a Form W-9 or Form W-8BEN, your tax information is displayed. If the information and tax form displayed are correct, no action is required at this time; otherwise, proceed to #8 8. Click Amend 9. In the What is your status? section, click the appropriate button indicating whether you are a U.S. citizen or resident alien (Form W-9) or not a U.S. citizen or resident alien (Form W-8BEN) and click Next 10. Complete required sections a) Form W-9 (a U.S. citizen or resident alien) Enter and/or confirm your address on file Taxpayer Identification enter and/or confirm your nine-digit U.S. Taxpayer Identification Number (usually your Social Security number) Federal Tax Classification Individual/Sole Proprietor or Single Member LLC is the default Certification of Taxpayer Identification Number : click the appropriate button for Question #2 (For Question #2: You must select one of the buttons to be certified correctly. If you select the button that indicates that you are subject to backup withholding, you will be subject to U.S. backup withholding and possibly U.S. state backup withholding even if you are certified; therefore you may want to make that selection only if the IRS has notified you that you are subject to backup withholding.) JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 12

14 b) Form W-8BEN (not a U.S. citizen or resident alien) Enter and/or confirm your address on file Tax Identification Numbers Enter your Foreign Tax Identification Number (FTIN) or select a reason why you do not have one Enter your date of birth in MM/DD/YYYY format in the box next to Date of Birth Permanent Residency Select the country of your citizenship from the drop-down Confirm that the permanent address displayed in the above section is correct, or enter permanent address Treaty Benefits Complete the Claim of Tax Treaty Benefits 11. Click Next and an empty box will appear on bottom of the page 12. In the empty box, type your birth date in MM-DD-YYYY format and click Next 13. If you have successfully completed your tax form and certified your account, the Confirmation page displays, indicating that your certification instructions have been received; Form W-9 tax certifications do not expire; Form W-8BEN tax certifications are generally valid for three years, and will expire on the last day of the third succeeding calendar year THERE ARE SOME CIRCUMSTANCES WHEN YOU CANNOT CERTIFY YOUR ACCOUNT ONLINE AND MUST MAIL A FORM W-9 OR FORM W-8BEN TO COMPUTERSHARE: You cannot certify your account online and will be required to print a copy of the tax form, complete and mail the original signed form to Computershare for the following reasons: Form W-9: If your address includes a P.O. Box or In Care Of address. Form W-8BEN: 1. If your address includes a P.O. Box, In Care Of address or U.S. address* 2. If your permanent resident country for income tax purposes differs from your country of citizenship* 3. If you have a U.S. phone number or U.S. bank account associated with your account* 4. If you select Other as the reason for not having a Foreign Tax Identification Number* *For any of these four situations, a copy of your passport, driver s license or birth certificate and a letter of explanation must be provided with your Form W-8BEN for Computershare to consider a reduced U.S tax rate for your transactions. For #2 above, the letter of explanation should advise why your permanent resident country for tax purposes differs from your country of citizenship. For #3 above, the letter of explanation should advise why you have a U.S. phone number, U.S. bank account or any other information which indicates a U.S. affiliation. For #4 above, the letter of explanation should advise why you do not have a Foreign Tax Identification Number. Tax forms can be obtained at Please keep a copy for your records, and mail the completed original signed form and any necessary additional documents to: Computershare Inc. c/o JPMC Response Team 480 Washington Boulevard, 26th Floor Jersey City, NJ USA Form W-8BEN requires both Foreign Tax Identification Number and Date of Birth Effective January 1, 2018, the Internal Revenue Service (IRS) requires that both a Foreign Tax Identification Number and a Date of Birth be provided on Form W-8BEN. As a result, when submitting this form to Computershare, you must enter a Foreign Tax Identification Number or you will be required to select a reason why you do not have one. Important for employees with an existing Form W-8BEN If you have an existing Form W-8BEN on file with Computershare prior to January 1, 2018 that does not have both a Foreign Tax Identification Number (or a valid reason for not having one) and a Date of Birth, your form will be considered invalid, the expiration date will be set to December 31, 2018 and you will be required to recertify with Computershare. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 13

15 Dividends A benefit of stock ownership is your entitlement to dividends, if declared. The Board of Directors of a company determines the amount, if any, of the dividends to be paid to the shareholders, and how often. The amount each shareholder receives depends on the amount of the dividend per share and the number of shares each shareholder owns. Any declared dividends currently are paid at the end of the month in January, April, July and October based on your holdings as of a specified date, generally the sixth calendar day of the respective month. Active employees participating in the Employee Stock Purchase Plan have the option to either have dividends reinvested in common stock of JPMorgan Chase at the 5% discounted rate or paid in cash. New participants will automatically have their dividends reinvested, but this payment method may be changed as explained below. To make an election for dividend reinvestment or cash dividends, please take the following actions: 1. Go to My Rewards From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com 2. Click Employee Stock Purchase Plan (ESPP) under Compensation & Stock Programs 3. Click Computershare Employee Online 4. Click View for Employee Plan Stock 5. Click My Profile on the right side of the page 6. Click Update in the Dividend Elections box 7. Summary of Eligible Holdings is displayed, advising holding(s) and your current dividend payment election 8. Click Change Election for Employee Stock Purchase Plan 9. Under Dividend Reinvest Options choose an option for payment of dividends by clicking the corresponding button; choices are Full Dividend Reinvestment or All Dividends Paid in Cash 10. Click Next 11. Validate your election and click Submit 12. Print Confirmation and note the reference number 13. Dividends paid in cash will be paid by U.S. Dollar check or in accordance with your Banking Details election on file (refer to the Payment Options section of this document) Voting Rights As a shareholder, you will have the right to vote on issues presented at the annual shareholders meeting or any other shareholders meeting at which the holders of JPMorgan Chase common stock are entitled to vote. Each year, you will receive information and a proxy ballot, along with instructions for returning your ballot by mail, by phone or via the Internet (whichever you choose). Your votes correspond to the number of shares you own. Policies Restricting Securities Transactions Window Period Participants subject to window restrictions can only conduct a transaction involving JPMorgan Chase securities in the Employee Stock Purchase Plan, including the sale of shares, during an open window period. If you are affected by this restriction, you will be notified. If you are uncertain whether a transaction is subject to the window requirement, you should obtain preclearance. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 14

16 Personal Account Dealing (PAD) Policy The Personal Account Dealing (PAD) Policy requires preclearance of all securities transactions. You will be notified by the Personal Account Dealing Group if you are subject to this policy. If you are subject to the firmwide Personal Account Dealing Policy, you are required to preclear the sale of any shares of JPMorgan Chase common stock acquired under the Employee Stock Purchase Plan via the icomply portal from the intranet. Currently, there is no requirement to obtain preclearance approval for enrolling, electing dividend reinvestment or changing contribution amounts in the Employee Stock Purchase Plan. Active employees can also access the Personal Account Dealing Website from the intranet for policy-related information, links to important forms, and Compliance/Global Personal Account Dealing contact information. Please follow the preclearance requirements related to your region or line of business to seek approval. It is your responsibility to understand and comply with the restrictions set forth in the Personal Account Dealing Policy. Policy violation notices may be issued for non-compliance. Quarterly Blackout Period The Quarterly Blackout Period restricts PAD-subject employees from initiating transactions in JPMC securities and JPMC equivalents during the two-week period that begins at the end of a quarter and ends on the day after that quarter s earnings are announced. The blackout applies to all employees who are subject to the PAD Policy. Even if you are not subject to the PAD Policy, you are encouraged to observe the quarterly blackout. When Participation Ends If your employment with JPMorgan Chase ends for any reason, your participation in the plan will end immediately after the purchase date following the date of your final regular salary payment. As long as it is legally permissible, the shares in your account will remain in the Employee Stock Purchase Plan account until you transfer or sell them; however, your dividend payment method will be changed to payment by U.S. Dollar check or another form of cash payment. Former employees of JPMorgan Chase are not eligible for the 5% discount on shares purchased with dividend contributions. If you prefer to continue to have your dividends reinvested, please contact Computershare and request that they transfer your balance to a general shareholder account and set up your newly established account for dividend reinvestment. Tax Information Taxation of stock is a complex topic, subject to frequent change. Decisions you make concerning the disposition of stock may affect your tax liability. Because neither JPMorgan Chase nor its representatives can provide you with tax advice, you should seek the advice of a personal tax advisor before selling shares of stock. In fact, you may want to consult a personal tax advisor before participating in the plan, to ensure that you make the best enrollment decisions based on your own personal tax situation. U.S. Taxpayer Certification Form W-9 and Form W-8BEN allow you to certify your tax status. Please refer to the Taxpayer Certification section of this document. All shareholders are required to certify their status for income tax purposes. Failure to certify your tax status will result in either backup withholding or nonresident alien withholding U.S. tax. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 15

17 Form 3922 Reporting JPMorgan Chase is required to report participation in the Employee Stock Purchase Plan by U.S. taxpayers to the IRS on a Form 3922 at the time shares are transferred. For purposes of this reporting, JPMorgan Chase will transfer shares at the time of purchase and Form 3922 will be issued in the following calendar year. U.S. Federal Income Tax Information The following information applies to participants subject to U.S. income taxes. The plan is an employee stock purchase plan described in Section 423 of the Internal Revenue Code and is not qualified under Section 401 of the Code, nor subject to ERISA. You will not realize federal taxable income upon the offer to purchase or upon your purchase of, shares under the plan. Dividends For most taxpayers, qualified dividend income from investments in JPM common stock under the plan will be subject to a 15% tax rate, except for taxpayers whose ordinary income tax rate is 39.6%. In that case, the rate will be 20%. Additionally, for certain taxpayers, the Affordable Care Act imposes an additional 3.8% tax on certain net investment income, which would include dividends. These dividends are taxable even if they are reinvested in the plan. NOTE: U.S. Federal Income Tax Information is subject to change. Currently, significant changes to tax policy are being considered for Sale of Shares If you sell or otherwise dispose of shares of common stock purchased under the plan (including certain dispositions such as gifts), you will recognize ordinary income in the following amounts: Holding Period Is Not Satisfied If you dispose of shares within two years from January 1 of the calendar year in which you purchased the shares, or within one year after the purchase of the shares: You will be taxed on the 5% discount. The income from a sale in your Employee Stock Purchase Plan account will be treated as ordinary income reportable on Form W-2. Your basis in the stock is increased by the amount of this ordinary income. The difference between your increased basis and the selling price of the stock is a capital gain or loss. Holding Period Is Satisfied If you dispose of the shares after the one-year and two-year periods referred to above, the lesser of the following amounts will be taxable to you as ordinary income: The excess of the full fair market value of stock on the grant (Form 3922 box 3) over the exercise price (Form 3922 box 8); in other words the 5% discount on the grant value is taxable; or The excess, if any, of the market value of the shares at the time of your disposition over the amount paid by you for those shares. If you dispose of shares in a taxable disposition, the excess of your adjusted tax basis over the amount realized will be a capital gain to you. Your adjusted tax basis in the shares of common stock you acquire under the plan initially will be your purchase price for those shares increased by the taxable ordinary income described above. If you have a loss from the sale, it is a capital loss. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 16

18 Because you must make these calculations on a share-by-share basis and you will have a different adjusted tax basis and holding period for the shares you acquire each quarter you should keep careful records regarding the tax basis and number of shares you acquire under the plan each quarter and the amount of ordinary income you must recognize upon the disposition of those particular shares. You should consult a tax advisor concerning the permissible methods of designating shares subject to a sale or other disposition and whether such a designation would affect the tax consequences to you. Non-U.S. Tax Information If you are subject to non-u.s. taxes, different tax rules may apply to you. Be sure to consult with a tax advisor for information on how taxes will affect you. Please be advised that if you are required to and do not provide a properly completed IRS Form W-8BEN, nonresident alien withholding U.S. tax will be applied to your dividend payments and U.S. tax (backup withholding) will be applied to your sale proceeds. Computershare will also file with the IRS and furnish to you a Form 1042-S and/or 1099-DIV for dividends or a Form 1099-B for sale proceeds. Please consult with your tax advisor if you have any questions. Other Tax-Related Information Here are some additional tax guidelines for participants in the Employee Stock Purchase Plan: If you sell or otherwise dispose of the shares you purchase or hold under the plan, you may owe separate state and local income taxes. (Again, if you live outside the United States, different tax rules may apply. You should consult with a tax advisor on these issues.) The actual price paid for shares is documented on your account statement from Computershare. Please keep all account statements for tax purposes. Should you sell any of your shares, you will also receive a Form 1099-B detailing your stock sale proceeds. Dividends are reportable as income for the year in which they are used to buy stock or paid to you. All U.S. participants in the Employee Stock Purchase Plan will receive a record of any dividend payments on a Form 1099-DIV, and non-u.s. participants will receive a Form 1042-S and/or 1099-DIV, which will be provided on an annual basis. Other Important Information Use of Data By electing to participate in the Employee Stock Purchase Plan ( Plan ), you have agreed that: JPMorgan Chase may withhold from your pay the amount that you have agreed to contribute to the Plan and use such amount to acquire shares of JPMorgan Chase & Co. common stock in accordance with the terms of the Plan. JPMorgan Chase may use your personal data within its controlled group of subsidiaries and affiliates for purposes of (i) payroll activities, (ii) tax withholding and regulatory reporting which may include, but is not limited to, the United States, your work country and country of residence, (iii) registration of shares, (iv) establishing a common stock account on your behalf, (v) recording and restricting your account for compliance purposes, (vi) enabling third-party vendors with whom it has contracted to administer the Plan, and (vii) all other lawful purposes. You acknowledge that your personal data will be transferred to locations that do not have the same data privacy as your work country or country of residence. You may terminate this authority at any time [except with respect to (ii) and (vii)]; however, your participation in the Plan will end. JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 17