The information in this preliminary
pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated January
20, 2017
February , 2017
|
Registration Statement Nos. 333-209682 and 333-209682-01; Rule 424(b)(2)
|
JPMorgan Chase Financial Company LLC
Structured Investments
Capped Buffered Equity Notes Linked to the iShares
®
Russell 2000 Value ETF due March 8, 2018
Fully and Unconditionally Guaranteed by JPMorgan
Chase & Co.
|
·
|
The notes are designed for investors who seek an unleveraged
exposure to any appreciation of the iShares
®
Russell 2000 Value ETF, up to a maximum return of at least 16.00%
at maturity.
|
|
·
|
Investors should be willing to forgo interest and dividend
payments and be willing to lose up to 90.00% of their principal amount at maturity.
|
|
·
|
The notes are unsecured and unsubordinated obligations
of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally
guaranteed by JPMorgan Chase & Co.
Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer
of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
|
|
·
|
Minimum denominations of $1,000 and integral multiples
thereof
|
|
·
|
The notes are expected to price on or about February 3,
2017 and are expected to settle on or about February 8, 2017.
|
Investing in the notes involves a number of risks. See
“Risk Factors” beginning on page PS-10 of the accompanying product supplement, “Risk Factors” beginning
on page US-2 of the accompanying underlying supplement and “Selected Risk Considerations” beginning on page PS-3 of
this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this
pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation
to the contrary is a criminal offense.
|
Price to Public (1)
|
Fees and Commissions (2)
|
Proceeds to Issuer
|
Per note
|
$1,000
|
$—
|
$1,000
|
Total
|
$
|
$—
|
$
|
(1) See “Supplemental Use of Proceeds”
in this pricing supplement for information about the components of the price to public of the notes.
(2) All sales of the notes will be made to certain
fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser. These broker-dealers
will forgo any commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying
product supplement.
|
If the notes priced today, the estimated value of the notes
would be approximately $996.20 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes
are set, will be provided in the pricing supplement and will not be less than $970.00 per $1,000 principal amount note. See “The
Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Pricing supplement to product supplement no. 4-I
dated April 15, 2016, underlying supplement no. 1-I dated April 15, 2016
and the prospectus and prospectus supplement, each dated April 15, 2016
Key
Terms
Issuer:
JPMorgan Chase Financial Company LLC
Guarantor:
JPMorgan Chase & Co.
Fund:
The iShares
®
Russell 2000 Value ETF (Bloomberg ticker:
IWN)
Maximum
Return:
At least 16.00% (corresponding to a maximum payment at maturity of at least $1,160.00
per $1,000 principal amount note) (to be provided in the pricing supplement)
Buffer
Amount:
10.00%
Pricing
Date:
On or about February 3, 2017
Original
Issue Date (Settlement Date):
On or about February 8, 2017
Observation
Date
*
:
March
5, 2018
Maturity
Date*:
March 8, 2018
*
Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes —
Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other
Than a Commodity Index)” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying
product supplement
Payment
at Maturity:
If
the Final Value is greater than the Initial Value, your payment at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000
+ ($1,000 × Fund Return), subject to the Maximum Return
If
the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If
the Final Value is less than the Initial Value by more than the Buffer Amount, your payment at maturity per $1,000 principal amount
note will be calculated as follows:
$1,000
+ [$1,000 × (Fund Return + Buffer Amount)]
If
the Final Value is less than the Initial Value by more than the Buffer Amount, you will lose some or most of your principal amount
at maturity.
Fund
Return:
(Final
Value – Initial Value)
Initial Value
Initial
Value:
The closing price of one share of the Fund on the Pricing Date
Final
Value:
The closing price of one share of the Fund on the Observation
Date
Share
Adjustment Factor:
The Share
Adjustment Factor is referenced in determining the closing price of one share of the Fund, and is set initially at 1.0 on the
Pricing Date. The Share Adjustment Factor is subject to adjustment upon the occurrence of certain events affecting the Fund. See
“The Underlyings — Funds — Anti-Dilution Adjustments” in the accompanying product supplement for further
information about these adjustments.
PS-
1
| Structured Investments
Capped Buffered Equity Notes Linked to the iShares
®
Russell 2000 Value
ETF
|
|
Hypothetical
Payout Profile
The
following table illustrates the hypothetical total return at maturity on the notes linked to a hypothetical Fund. The “total
return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment
at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume the following:
|
·
|
an Initial Value of 100.00;
|
|
·
|
a Maximum Return of 16.00%; and
|
|
·
|
a Buffer Amount of 10.00%.
|
The hypothetical Initial Value of 100.00 has been
chosen for illustrative purposes only and may not represent a likely actual Initial Value. The actual Initial Value will be the
closing price of one share of the Fund on the Pricing Date and will be provided in the pricing supplement. For historical data
regarding the actual closing prices of the Fund, please see the historical information set forth under “The Fund” in
this pricing supplement.
Each hypothetical total return or hypothetical
payment at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity
applicable to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.
Final Value
|
Fund Return
|
Total Return on the Notes
|
Payment at Maturity
|
180.00
|
80.00%
|
16.00%
|
$1,160.00
|
165.00
|
65.00%
|
16.00%
|
$1,160.00
|
150.00
|
50.00%
|
16.00%
|
$1,160.00
|
140.00
|
40.00%
|
16.00%
|
$1,160.00
|
130.00
|
30.00%
|
16.00%
|
$1,160.00
|
120.00
|
20.00%
|
16.00%
|
$1,160.00
|
116.00
|
16.00%
|
16.00%
|
$1,160.00
|
110.00
|
10.00%
|
10.00%
|
$1,100.00
|
105.00
|
5.00%
|
5.00%
|
$1,050.00
|
102.50
|
2.50%
|
2.50%
|
$1,025.00
|
100.00
|
0.00%
|
0.00%
|
$1,000.00
|
95.00
|
-5.00%
|
0.00%
|
$1,000.00
|
90.00
|
-10.00%
|
0.00%
|
$1,000.00
|
85.00
|
-15.00%
|
-5.00%
|
$950.00
|
80.00
|
-20.00%
|
-10.00%
|
$900.00
|
70.00
|
-30.00%
|
-20.00%
|
$800.00
|
60.00
|
-40.00%
|
-30.00%
|
$700.00
|
50.00
|
-50.00%
|
-40.00%
|
$600.00
|
40.00
|
-60.00%
|
-50.00%
|
$500.00
|
30.00
|
-70.00%
|
-60.00%
|
$400.00
|
20.00
|
-80.00%
|
-70.00%
|
$300.00
|
10.00
|
-90.00%
|
-80.00%
|
$200.00
|
0.00
|
-100.00%
|
-90.00%
|
$100.00
|
PS-
2
| Structured Investments
Capped Buffered Equity Notes Linked to the iShares
®
Russell 2000 Value
ETF
|
|
How
the Notes Work
Upside
Scenario:
If the Final Value is greater than the Initial
Value, investors will receive at maturity the $1,000 principal amount
plus
a return equal to the Fund Return, up to the
Maximum Return of at least 16.00%.
|
·
|
If the closing price of one share of the Fund increases 10.00%, investors
will receive at maturity a 10.00% return, or $1,100.00 per $1,000 principal amount note.
|
|
·
|
Assuming a hypothetical Maximum Return of 16.00%, if the closing price of
one share of the Fund increases 30.00%, investors will receive at maturity a return equal to the 16.00% Maximum Return, or $1,160.00
per $1,000 principal amount note, which is the maximum payment at maturity.
|
Par
Scenario:
If
the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 10.00%, investors
will receive at maturity the principal amount of their notes.
Downside
Scenario:
If
the Final Value is less than the Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the principal
amount of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
|
·
|
For example, if the closing price of one share of the Fund declines 50.00%,
investors will lose 40.00% of their principal amount and receive only $600.00 per $1,000 principal amount note at maturity, calculated
as follows:
|
$1,000
+ [$1,000 × (-50.00% + 10.00%)] = $600.00
The hypothetical returns and hypothetical payments
on the notes shown above apply
only if you hold the notes for their entire term.
These hypotheticals do not reflect the
fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the
hypothetical returns and hypothetical payments shown above would likely be lower.
Selected
Risk Considerations
An investment in the notes involves significant
risks. These risks are explained in more detail in the “Risk Factors” sections of the accompanying product supplement
and underlying supplement.
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
|
The notes do not guarantee any return
of principal. If the Final Value is less than the Initial Value by more than 10.00%, you will lose 1% of the principal amount of
your notes for every 1% that the Final Value is less than the Initial Value by more than 10.00%. Accordingly, under these circumstances,
you will lose up to 90.00% of your principal amount at maturity.
|
·
|
YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN —
|
regardless of the appreciation of the
Fund, which may be significant.
|
·
|
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
|
Investors are dependent on our and
JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan
Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely
to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you
may not receive any amounts owed to you under the notes and you could lose your entire investment.
|
·
|
AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
—
|
As a finance subsidiary of JPMorgan
Chase & Co., we have no independent operations beyond the issuance and administration of our securities. Aside from the initial
capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of our affiliates to
make payments under loans made by us or other intercompany agreements. As a result, we are dependent upon payments from our affiliates
to meet our obligations under the notes. If these affiliates do not make payments to us and we fail to make payments on the notes,
you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rank
pari passu
with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.
PS-
3
| Structured Investments
Capped Buffered Equity Notes Linked to the iShares
®
Russell 2000 Value
ETF
|
|
We and our affiliates play a variety
of roles in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests
are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours
or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of
the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying
product supplement.
|
·
|
THE NOTES DO NOT PAY INTEREST.
|
|
·
|
YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS
WITH RESPECT TO THE FUND OR THOSE SECURITIES.
|
|
·
|
THERE ARE RISKS ASSOCIATED WITH THE FUND —
|
The Fund is subject to management risk,
which is the risk that the investment strategies of the Fund’s investment adviser, the implementation of which is subject
to a number of constraints, may not produce the intended results. These constraints could adversely affect the market price of
the shares of the Fund and, consequently, the value of the notes.
|
·
|
THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY, MAY NOT CORRELATE WITH THE
PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET VALUE PER SHARE —
|
The Fund does not fully replicate its Underlying
Index (as defined under “The Fund” below) and may hold securities different from those included in its Underlying Index.
In addition, the performance of the Fund will reflect additional transaction costs and fees that are not included in the calculation
of its Underlying Index. All of these factors may lead to a lack of correlation between the performance of the Fund and its Underlying
Index. In addition, corporate actions with respect to the equity securities underlying the Fund (such as mergers and spin-offs)
may impact the variance between the performances of the Fund and its Underlying Index. Finally, because the shares of the Fund
are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of the
Fund may differ from the net asset value per share of the Fund.
During periods of market volatility,
securities underlying the Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately
the net asset value per share of the Fund and the liquidity of the Fund may be adversely affected. This kind of market volatility
may also disrupt the ability of market participants to create and redeem shares of the Fund. Further, market volatility may adversely
affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Fund. As a result,
under these circumstances, the market value of shares of the Fund may vary substantially from the net asset value per share of
the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the performance of its Underlying
Index as well as the net asset value per share of the Fund, which could materially and adversely affect the value of the notes
in the secondary market and/or reduce any payment on the notes.
|
·
|
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS —
|
Small capitalization companies may
be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization
companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits
downward stock price pressure under adverse market conditions.
|
·
|
THE INVESTMENT STRATEGY REPRESENTED BY THE FUND MAY NOT BE SUCCESSFUL —
|
The Fund seeks to track the investment
results, before fees and expenses, of an index composed of small-capitalization U.S. equities that exhibit value characteristics,
which is currently the Russell 2000
®
Value Index. The Russell 2000
®
Value Index is designed
to represent the value segment of the small-capitalization U.S. equity market and consists of those companies in the Russell 2000
®
Index with lower-to-book ratios and lower expected growth values. There is no assurance that the Fund will outperform
any other exchange-traded fund or any index or strategy that tracks U.S. stocks selected using other criteria. Stocks that
are considered to be value oriented may have lower growth potential than other securities, which may cause the price of the Fund
to decrease over the term of the notes. Accordingly, the investment strategy represented by the Fund may not be successful,
and your investment in the notes may result in a loss. An investment in the notes may also underperform an investment linked
to the Russell 2000
®
Index as a whole.
|
·
|
THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —
|
The calculation agent will make adjustments
to the Share Adjustment Factor for certain events affecting the shares of the Fund. However, the calculation agent will not make
an adjustment in response to all events that could affect the shares of the Fund. If an
PS-
4
| Structured Investments
Capped Buffered Equity Notes Linked to the iShares
®
Russell 2000 Value
ETF
|
|
event occurs that does not require
the calculation agent to make an adjustment, the value of the notes may be materially and adversely affected.
The notes will not be listed on any
securities exchange. Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any,
at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to buy the notes. You may not be able to sell your notes.
The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes
to maturity.
|
·
|
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
|
You should consider your potential
investment in the notes based on the minimums for the estimated value of the notes and the Maximum Return.
|
·
|
THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC)
OF THE NOTES —
|
The estimated value of the notes is
only an estimate determined by reference to several factors. The original issue price of the notes will exceed the estimated value
of the notes because costs associated with structuring and hedging the notes are included in the original issue price of the notes.
These costs include the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value
of the Notes” in this pricing supplement.
|
·
|
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
|
See “The Estimated Value of the
Notes” in this pricing supplement.
|
·
|
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
|
The internal
funding rate used in the determination of the estimated value of the notes is based on, among other things, our and our affiliates’
view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the
notes
in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase
& Co
. The use of an internal funding rate and any potential changes to that rate may have
an adverse effect on the terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the
Notes” in this pricing supplement.
|
·
|
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS)
MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
|
We generally expect that some of the
costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of
your notes by JPMS in an amount that will decline to zero over an initial predetermined period. See “Secondary Market Prices
of the Notes” in this pricing supplement for additional information relating to this initial period. Accordingly, the estimated
value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be
shown on your customer account statements).
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
|
Any secondary market prices of the
notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take
into account our internal secondary market funding rates for structured debt issuances and, also, because secondary market prices
may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the
notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions,
if at all, is likely to be lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial
loss to you.
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
|
The secondary market price of the notes
during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside
from the projected hedging profits, if any, estimated hedging costs and the price of the Fund. Additionally, independent pricing
vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your
notes in the secondary market. See “Risk Factors — Risks Relating to the
PS-
5
| Structured Investments
Capped Buffered Equity Notes Linked to the iShares
®
Russell 2000 Value
ETF
|
|
Estimated Value and Secondary Market
Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in
the accompanying product supplement.
The
Fund
The
Fund is an exchange-traded fund of iShares
®
Trust, a registered investment company, which seeks to track the investment
results, before fees and expenses, of an index composed of small-capitalization U.S. equities that exhibit value characteristics,
which we refer to as the Underlying Index with respect to the Fund. The Underlying Index for the Fund is currently the Russell
2000
®
Value Index. The Russell 2000
®
Value Index is designed to represent the value segment
of the small-capitalization U.S. equity market and consists of those companies in the Russell 2000
®
Index with
lower-to-book ratios and lower expected growth values. The Russell 2000
®
Index consists of the middle 2,000
companies included in the Russell 3000E™ Index and, as a result of the index calculation methodology, consists of the smallest
2,000 companies included in the Russell 3000
®
Index. The Russell 2000
®
Index is designed to
track the performance of the small capitalization segment of the U.S. equity market. For additional information about the
Fund, see Annex A in this pricing supplement.
Historical
Information
The
following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one share of
the Fund from
January 6, 2012
through January 13, 2017. The closing price of one share of
the Fund on January 19, 2017 was
$116.91. We obtained the closing prices above and below from the Bloomberg Professional
®
service (“Bloomberg”), without independent verification. The closing prices below may have been adjusted by
Bloomberg for actions taken by the Fund, such as stock splits.
The
historical closing prices of one share of the Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of the Fund on the Pricing Date or the Observation Date. There can be no assurance
that the performance of the Fund will result in the return of any of your principal amount in excess of $100.00 per $1,000 principal
amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
Tax
Treatment
You
should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our
special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and
disposing of notes.
Based
on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income
Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments”
in the accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated
as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of
notes at the issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character
of any income or loss on the
PS-
6
| Structured Investments
Capped Buffered Equity Notes Linked to the iShares
®
Russell 2000 Value
ETF
|
|
notes
could be materially and adversely affected. For example, the notes could be treated either as subject (in whole or in part)
to the “constructive ownership transaction” rules of Section 1260 of the Internal Revenue Code, as discussed in the
section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement, or as “contingent
payment debt instruments.” In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses
in particular on whether to require investors in these instruments to accrue income over the term of their investment. It
also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any,
to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the constructive ownership regime, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments
on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive
effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presented by this notice.
Section
871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions
to this withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in
the applicable Treasury regulations (such an index, a “Qualified Index”). Additionally, a recent IRS notice excludes
from the scope of Section 871(m) instruments issued in 2017 that are not “delta-one” with respect to underlying securities
that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on
certain determinations made by us, we expect that Section 871(m) will not apply to the notes with regard to Non-U.S. Holders.
Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its
application may depend on your particular circumstances, including whether you enter into other transactions with respect to an
Underlying Security. If necessary, further information regarding the potential application of Section 871(m) will be provided
in the pricing supplement for the notes. You should consult your tax adviser regarding the potential application of Section 871(m)
to the notes.
Withholding
under legislation commonly referred to as “FATCA” may (if the notes are recharacterized as debt instruments) apply
to amounts treated as interest paid with respect to the notes. Under a recent IRS notice, withholding under FATCA will not apply
to payments of gross proceeds (other than any amount treated as interest) of a taxable disposition, including redemption at maturity,
of the notes. You should consult your tax adviser regarding the potential application of FATCA to the notes.
The
Estimated Value of the Notes
The
estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of
the notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any
exists) at any time. The internal funding rate used in the determination of the estimated value of the notes is based on, among
other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational
and ongoing liability management costs of the notes
in comparison to those costs for the
conventional fixed-rate debt of JPMorgan Chase & Co
. For additional information, see “Selected
Risk Considerations — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The
value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and
other factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the
notes is determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions
existing at that time.
The
estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different
pricing models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of
the notes. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to
be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market
conditions, our or
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Russell 2000 Value
ETF
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JPMorgan
Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any,
at which JPMS would be willing to buy notes from you in secondary market transactions.
The
estimated value of the notes will be lower than the original issue price of the notes because costs associated with structuring
and hedging the notes are included in the original issue price of the notes. These costs include the projected profits, if any,
that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated
cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market
forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss.
A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated
dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations
— The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in
this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact
any secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in
the accompanying product supplement. In addition, we generally expect that some of the costs included in the original issue price
of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will
decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances,
estimated hedging costs and our internal secondary market funding rates for structured debt issuances. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial
period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected
Risk Considerations — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements)
May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.
Supplemental
Use of Proceeds
The notes are offered to meet investor demand
for products that reflect the risk-return profile and market exposure provided by the notes. See “Hypothetical Payout Profile”
and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile of the notes and
“Annex A” in this pricing supplement for a description of the market exposure provided by the notes.
The
original issue price of the notes is equal to the estimated value of the notes plus (minus) the projected profits (losses) that
our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost
of hedging our obligations under the notes.
Additional
Terms Specific to the Notes
You may revoke your offer to purchase the notes
at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the
terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes,
we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject
such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together
with the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term
notes of which these notes are a part, and the more detailed information contained in the accompanying product supplement and the
accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the
notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary
or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures
or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk
Factors” sections of the accompanying product supplement and the accompanying underlying supplement, as the notes involve
risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisers before you invest in the notes.
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Russell 2000 Value
ETF
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You may access these documents on the SEC
website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website
is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”
and “our” refer to JPMorgan Financial.
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Russell 2000 Value
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Annex
A
The iShares
®
Russell 2000 Value ETF
All information contained
in this pricing supplement regarding the iShares
®
Russell 2000 Value ETF (the “Value Fund”) has been
derived from publicly available information, without independent verification. This information reflects the policies of, and is
subject to change by, iShares
®
Trust and BlackRock Fund Advisors (“BFA”). BFA is currently the investment
advisor to the Value Fund. The Value Fund is an exchange-traded fund that trades on the NYSE Arca, Inc. under the ticker symbol
“IWN.”
The Value Fund seeks to track,
before fees and expenses, the investment results of an index composed of small-capitalization U.S. equities that exhibit value
characteristics, which is currently the Russell 2000
®
Value Index (the “Value Index”). The Value Index
is designed to represent the value segment of the small-capitalization U.S. equity market and consists of those companies in the
Russell 2000
®
Index with lower-to-book ratios and lower expected growth values. See “— The Russell 2000
®
Value Index” below for more information about the Value Index.
BFA uses a “representative
sampling” indexing strategy to manage the Value Fund. Representative sampling is an indexing strategy that involves investing
in a representative sample of securities that collectively has an investment profile similar to that of the Value Index. The securities
selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and
industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those
of the Value Index. The Value Fund may or may not hold all of the securities in the Value Index.
The Value Index is a financial
calculation based on a grouping of financial instruments that is not an investment product while the Value Fund is an actual investment
portfolio. The performance of the Value Fund and the Value Index may vary for a number of reasons, including transaction costs,
non-U.S. currency valuations, asset valuations, corporate actions (such as mergers and spin-offs), timing variances and differences
between the portfolio of the Value Fund and that of the Value Index resulting from the Value Fund’s use of representative
sampling or from legal restrictions (such as diversification requirements) that apply to the Value Fund but not to the Value Index.
“Tracking error” is the divergence of the performance (return) of a fund’s portfolio from that of its underlying
index. BFA expects that, over time, the Value Fund’s tracking error will not exceed 5%. Because the Value Fund uses a representative
sampling indexing strategy, it can be expected to have a larger tracking error than if it used a replication indexing strategy.
“Replication” is an indexing strategy in which a fund invests in substantially all of the securities in its underlying
index in approximately the same proportions as in the underlying index.
The iShares
®
Trust is a registered investment company that consists of numerous separate investment portfolios, including the Value Fund. Information
provided to or filed with the SEC by iShares
®
Trust pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-92935 and 811-09729, respectively,
for iShares
®
Trust through the SEC’s website at
http://www.sec.gov
. For
additional information regarding iShares
®
Trust and the Value Fund, please see the Value Fund’s prospectus.
In addition, information about iShares
®
Trust and the Value Fund may be obtained from other sources including, but
not limited to, press releases, newspaper articles and other publicly disseminated documents and the iShares
®
website
at
www.ishares.com
. Information contained in the iShares
®
website is not incorporated
by reference in, and should not be considered a part of, this pricing supplement.
The Russell 2000
®
Value Index
All information contained
in this pricing supplement regarding the Value Index, including, without limitation, its make up, method of calculation and changes
in its components, has been derived from publicly available information, without independent verification. This information reflects
the policies of, and is subject to change by, FTSE Russell. The Value Index is calculated, maintained and published by FTSE Russell.
FTSE Russell has no obligation to publish, and may discontinue the publication of, the Value Index.
The Value Index is reported
by Bloomberg under the ticker symbol “RUJ.”
The Value Index measures
the capitalization-weighted price performance of the stocks included in the Russell 2000
®
Index (each, a “Russell
2000 Component Stock” and collectively, the “Russell 2000 Component Stocks”) that are determined by FTSE Russell
to be value oriented, with lower price-to-book ratios and lower forecasted growth values. For more information about the Russell
2000
®
Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying
supplement.
Russell uses a “non-linear
probability” method to assign stocks to the Russell 2000
®
Growth Index (the “Growth Index”) and
the Value Index, an index that measures the capitalization-weighted price performance of the Russell 2000 Component Stocks
determined by FTSE Russell to be growth oriented, with higher price-to-book ratios and higher forecasted growth values.
The term “probability” is used to indicate the degree of certainty that a stock is value or growth based on its relative
book-to-price (“B/P”) ratio, I/B/E/S forecast medium-term growth (2 year) and sales per share historical growth (5
year). This method allows stocks to be represented as having both growth and value characteristics, while preserving the additive
nature of the indexes.
Stocks in the Russell 2000
®
Index are ranked by their adjusted book-to-price ratio (B/P), their I/B/E/S forecast medium-term growth (2 year) and sales per
share historical growth (5 year). These rankings are converted to standardized units and combined to produce a Composite Value
Score (“CVS”).
Stocks in the Russell 2000
®
Index are then ranked by their CVS, and a probability algorithm is applied to the CVS distribution to assign growth and value weights
to each stock. In general, stocks with a lower CVS are considered growth, stocks with a higher CVS are
considered value, and stocks with a CVS in
the middle range are considered to have both growth and value characteristics and are weighted proportionately in the growth and
value index. Stocks are always fully represented by the combination of their growth and value weights (
e.g.
, a stock that
is given a 20% weight in the Growth Index will have an 80% weight in the Value Index).
Stock A, in the figure below,
is a security with 20% of its available shares assigned to a growth index and the remaining 80% assigned to a value index. Hence,
the sum of a stock’s market capitalization in the growth index and the value index will always equal its market capitalization
in Russell 2000
®
Index.
In the figure above, the
quartile breaks are calculated such that approximately 25% of the available market capitalization lies in each quartile. Stocks
at the median are divided 50% in each of the growth index and the value index. Stocks below the first quartile are 100% in the
growth index. Stocks above the third quartile are 100% in the value index. Stocks falling between the first and third quartile
breaks are in both the growth index and the value index to varying degrees depending on how far they are above or below the median
and how close they are to the first or third quartile breaks.
Roughly 70% of the available
market capitalization is classified as all growth or all value. The remaining 30% have some portion of their market value in either
the Growth Index or the Value Index, depending on their relative distance from the median value score. Note that there is a small
position cutoff rule. If a stock’s weight is more than 95% in one index, its weight is increased to 100% in that index.
In an effort to mitigate
unnecessary turnover, FTSE Russell implements a banding methodology at the CVS level of the growth and value style algorithm. If
a company’s CVS change from the previous year is greater than or equal to +/- 0.10 and if the company remains in the Russell
2000
®
Index, then the CVS remains unchanged during the next reconstitution process. Keeping the CVS static for these
companies does not mean the probability (growth/value) will remain unchanged in all cases due to the relation of a CVS score to
the overall index. However, this banding methodology is intended to reduce turnover caused by smaller, less meaningful movements
while continuing to allow the larger, more meaningful changes to occur, signaling a true change in a company’s relation to
the market.
In calculating growth and
value weights, stocks with missing or negative values for B/P, or missing values for I/B/E/S growth, or missing sales per share
historical growth (6 years of quarterly numbers are required), are allocated by using the mean value score of the Russell 2000
®
Index, the Russell Global Sectors (“RGS”) industry, subsector or sector group into which the company falls. Each missing
(or negative B/P) variable is substituted with the industry, subsector or sector group independently. An industry must have five
members or the substitution reverts to the subsector, and so forth to the sector. In addition, a weighted value score is calculated
for securities with low analyst coverage for I/B/E/S medium-term growth. For securities with coverage by a single analyst, 2/3
of the industry, subsector, or sector group value score is weighted with 1/3 the security’s independent value score. For
those securities with coverage by two analysts, 2/3 of the independent security’s value score is used and only 1/3 of the
industry, subsector, or sector group is weighted. For those securities with at least three analysts contributing to the I/B/E/S
medium-term growth, 100% of the independent security’s value score is used.
For more information about
the index calculation methodology for the Value Index, see “Equity Index Descriptions — The Russell Indices”
in the accompanying underlying supplement. For purposes of this pricing supplement, all references to the Russell Indices contained
in the above-referenced section are deemed to include the Value Index.
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