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

Transcription

1 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, 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 Structured Securities Programme for the issuance of Notes, Warrants and Certificates Arranger and Dealer for the Programme J.P. Morgan

2 Supplement to the Base Prospectus This supplement (the "Supplement") constitutes a supplement to the base prospectus of J.P. Morgan Structured Products B.V. ("JPMSP"), JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. dated 29 April 2014 (the "Base Prospectus"), prepared in connection with the issue of non-equity securities under the Structured Securities Programme for the issuance of Notes, Warrants and Certificates (the "Programme") by JPMSP, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co., irrevocably guaranteed in respect of Securities issued by JPMSP as to payment and non-cash delivery obligations by JPMorgan Chase Bank, N.A. Status of Supplement The Supplement is a supplement for the purposes of Article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 and amended on 3 July 2012 on prospectuses for securities (the "Luxembourg Law"). On 3 May 2013, the Commission de Surveillance du Secteur Financier (the "CSSF") approved the Base Prospectus for the purposes of Article 7 of the Luxembourg Law. Terms defined in the Base Prospectus have the same meanings when used in this Supplement. This Supplement constitutes a supplement to, and should be read in conjunction with, the JPMSP Base Prospectus, the JPMorgan Chase Bank, N.A. Base Prospectus and the JPMorgan Chase & Co. Base Prospectus. Responsibility In relation to the JPMSP Base Prospectus and the JPMorgan Chase Bank, N.A. Base Prospectus, JPMorgan Chase Bank, N.A. accepts responsibility for the information given in this Supplement and confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import. In relation to the JPMorgan Chase & Co. Base Prospectus, JPMorgan Chase & Co. accepts responsibility for the information given in this Supplement and confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import. Right to withdraw acceptances In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors in the European Economic Area who have already agreed to purchase or subscribe for Securities issued under the Programme before this Supplement is published have the right, exercisable within two working days after the publication of this Supplement, to withdraw their acceptances. This right is exercisable up to, and including 20 May

3 Information being supplemented I. Incorporation by reference of the JPMorgan Chase & Co. 31 March 2014 Form 10-Q This Supplement incorporates by reference into the Base Prospectus the Quarterly Report on Form 10-Q of JPMorgan Chase & Co. for the quarter ended 31 March 2014, containing the unaudited consolidated financial statements of JPMorgan Chase & Co. for the quarter ended 31 March 2014, as filed with the United States Securities and Exchange Commission on 2 May 2014 (the "JPMorgan Chase & Co. 31 March 2014 Form 10-Q"). Any information incorporated by reference that is not included in the cross-reference list is considered to be additional information and is not required by the relevant schedules of Commission Regulation (EC) No 809/2004, as amended (the "Prospectus Regulation"). A copy of the JPMorgan Chase & Co. 31 March 2014 Form 10-Q has been filed with the CSSF in its capacity as competent authority under Article 21(1) of the Prospectus Directive and, by virtue of this Supplement, the information of the JPMorgan Chase & Co. 31 March 2014 Form 10-Q referred to below is incorporated by reference into and forms part of the Base Prospectus. Information Incorporated by Reference Page Number From the JPMorgan Chase & Co. 31 March 2014 Form 10-Q Part I - Financial Information Item 1 Consolidated Financial Statements JPMorgan Chase & Co.: Pages 80 to 174 Consolidated statements of income (unaudited) for the three Page 80 months ended March 31, 2014 and 2013 Consolidated statements of comprehensive income (unaudited) Page 81 for the three months ended March 31, 2014 and 2013 Consolidated balance sheets (unaudited) at March 31, 2014 and Page 82 December 31, 2013 Consolidated statements of changes in stockholders' equity Page 83 (unaudited) for the three months ended March 31, 2014 and 2013 Consolidated statements of cash flows (unaudited) for the three Page 84 months ended March 31, 2014 and 2013 Notes to Consolidated Financial Statements (unaudited) Pages 85 to 166 Report of Independent Registered Public Accounting Firm Page 167 Consolidated Average Balance Sheets, Interest and Rates (unaudited) for Page 168 the three months ended March 31, 2014 and 2013 Glossary of Terms and Line of Business Metrics Pages 169 to 174 Item 2 Management's Discussion and Analysis of Financial Condition and Pages 3 to 79 Results of Operations: Consolidated Financial Highlights Page 3 Introduction Pages 4 to 5 Executive Overview Pages 6 to 9 Consolidated Results of Operations Pages 10 to 11 Balance Sheet Analysis Pages 12 to 13 Off-Balance Sheet Arrangements Page 14 Cash Flows Analysis Page 15 Explanation and Reconciliation of the Firm's Use of Non-GAAP Pages 16 to 17 Financial Measures Business Segment Results Pages 18 to 38 Enterprise-Wide Risk Management Page 39 3

4 Credit Risk Management Pages 40 to 56 Market Risk Management Pages 57 to 60 Country Risk Management Page 61 Operational Risk Management Page 62 Capital Management Pages 63 to 70 Liquidity Risk Management Pages 71 to 75 Supervision and Regulation Page 75 Critical Accounting Estimates Used by the Firm Pages 76 to 78 Accounting and Reporting Developments Page 78 Forward-Looking Statements Page 79 Item 3 Quantitative and Qualitative Disclosures about Market Risk Page 174 Item 4 Controls and Procedures Page 174 Part II - Other Information Item 1 Legal Proceedings Page 175 Item 1A Risk Factors Page 175 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds Pages 175 to 176 Item 3 Defaults Upon Senior Securities Page 176 Item 4 Mine Safety Disclosure Page 176 Item 5 Other Information Page 176 Item 6 Exhibits Pages 176 to 192 II. Information in regard to the Summary in the Base Prospectus "[JPMSP in USD The table set out in the third column of section B.12 (Selected historical key financial information of the Issuer, no material adverse change statement and description of significant changes in the financial or trading position of the Issuer) of the Summary on page 10 of the Base Prospectus shall be updated to read as follows: 4 Profit on ordinary activities before taxation: 978,000 1,473,000 Profit after tax: 743,000 1,113,000 in USD Total assets: 22,635,524,000 18,984,691,000 Total liabilities: 22,106,276,000 18,456,186,000 Total Shareholders' funds: 529,248, ,505,000] [JPMorgan Chase Bank, N.A. Selected income statement data (in USD millions) Total net revenue: 71,650 71,670 Net income: 15,438 13,955 Selected balance sheet data (in USD millions) As at 31 December Loans, net of allowance for loan losses: 618, ,090

5 Total assets: 1,945,467 1,896,773 Deposits: 1,326,036 1,246,327 Total stockholders' equity: 169, ,025] [JPMorgan Chase & Co. Selected income statement data (in USD millions) Three months ended 31 March (unaudited) Total net revenue: 22,993 25,122 96,606 97,031 Provisions for credit losses: ,385 Total noninterest expense: 14,636 15,423 70,467 64,729 Income before income tax expense: 7,507 9,082 25,914 28,917 Net income: 5,274 6,529 17,923 21,284 Selected balance sheet data (in USD millions) As at 31 March As at 31 December 2014 (unaudited) Trading assets: 375, , ,028 Securities: 351, , ,152 Loans, net of allowance for loan losses: 715, , ,860 Total assets: 2,476,986 2,415,689 2,359,141 Deposits: 1,282,705 1,287,765 1,193,593 Long-term debt: 274, , ,024 Total stockholders' equity: 219, , ,069] There has been no material adverse change in the prospects of the Issuer since 31 December [Not applicable; there has been no significant change in the financial or trading position of the Issuer subsequent to 31 March 2014, the most recent date as of which the Issuer has published unaudited interim consolidated financial information.] [Insert for JPMorgan Chase & Co.] [Not applicable; there has been no significant change in the financial or trading position of the Issuer subsequent to 31 December 2013.] [Insert for J.P. Morgan Structured Products B.V. and JPMorgan Chase Bank, N.A.]" 5

6 General To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference into the Base Prospectus, 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 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) and 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)