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 October 19, 2017
October , 2017
|
Registration Statement Nos. 333-209682 and 333-209682-01; Rule 424(b)(2)
|
JPMorgan
Chase Financial Company LLC
Structured Investments
|
|
Auto Callable Contingent Interest Notes Linked
to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of
Microsoft Corporation due October 24, 2019
Fully and Unconditionally Guaranteed by JPMorgan
Chase & Co.
|
·
|
The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the
closing price of one share of each of the Reference Stocks is greater than or equal to 65.00% of its Initial Value, which we refer
to as an Interest Barrier.
|
|
·
|
The notes will be automatically called if the closing price of one share of each Reference Stock on any Review Date (other
than the final Review Date) is greater than or equal to its Initial Value.
|
|
·
|
Investors in the notes should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent
Interest Payment may be made with respect to some or all Review Dates.
|
|
·
|
Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
|
|
·
|
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.
|
|
·
|
Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked to the
performance of each of the Reference Stocks individually, as described below.
|
|
·
|
Minimum denominations of $1,000 and integral multiples thereof
|
|
·
|
The notes are expected to price on or about October 19, 2017 and are expected to settle on or about October 24, 2017.
|
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page PS-10 of the accompanying product supplement and “Selected Risk Considerations” beginning
on page PS-5 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, 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
|
$
|
$
|
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) J.P. Morgan Securities LLC, which
we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other
affiliated or unaffiliated dealers. If the notes priced today, the selling commissions would be approximately $20.00 per $1,000
principal amount note and in no event will these selling commissions exceed $21.50 per $1,000 principal amount note. 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 $954.70 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 $950.00 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
and the prospectus and prospectus supplement, each dated April 15, 2016
Key
Terms
Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan
Chase & Co.
Guarantor:
JPMorgan Chase & Co.
Reference
Stocks:
As specified under “Key Terms Relating to the Reference Stocks”
in this pricing supplement
Contingent
Interest Payments:
If the notes have not been automatically called and the closing price of one share of each Reference
Stock on any Review Date is greater than or equal to its Interest Barrier, you will receive on the applicable Interest Payment
Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $20.00 (equivalent to a Contingent Interest
Rate of at least 8.00% per annum, payable at a rate of at least 2.00% per quarter) (to be provided in the pricing supplement).
If the closing price of one share of any Reference Stock on
any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Contingent
Interest Rate:
At least 8.00% per annum, payable at a rate of at least 2.00% per quarter
(to be provided in the pricing supplement)
Interest Barrier / Trigger Value:
With respect to each Reference Stock, 65.00% of its Initial Value, as specified under “Key Terms Relating to the Reference
Stocks” in this pricing supplement
Pricing
Date:
On or about October 19, 2017
Original
Issue Date (Settlement Date):
On or about October 24, 2017
Review
Dates*:
January 19, 2018, April 19, 2018, July 19, 2018, October 19, 2018, January 22, 2019, April 22, 2019, July 19,
2019 and October 21, 2019 (final Review Date)
Interest
Payment Dates*:
January 24, 2018, April 24, 2018, July 24, 2018, October 24, 2018, January 25, 2019, April 25, 2019,
July 24, 2017 and the Maturity Date
Maturity
Date*:
October 24, 2019
Call Settlement Date*:
If the notes are automatically called on any Review Date (other than the final Review Date), the first Interest Payment Date
immediately following that Review Date
* 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 Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in
the accompanying product supplement
|
Automatic Call:
If the closing price of one share of each Reference Stock on
any Review Date (other than the final Review Date) is greater than or equal to its Initial Value, the notes will be automatically
called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000
plus
(b) the Contingent Interest Payment
applicable to that Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Reference Stock is greater than or equal to its Trigger Value, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000
plus
(b) the Contingent Interest Payment applicable to the final Review
Date.
If the notes have not been automatically called and the Final
Value of any Reference Stock is less than its Trigger Value, your payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Least Performing
Stock Return)
If the notes have not been automatically called and the Final
Value of any Reference Stock is less than its Trigger Value, you will lose more than 35.00% of your principal amount at maturity
and could lose all of your principal amount at maturity.
Least Performing Reference Stock:
The
Reference Stock with the Least Performing Stock Return
Least Performing Stock Return:
The
lowest of the Stock Returns of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value – Initial Value)
Initial Value
Initial
Value:
With respect to each Reference Stock
, t
he
closing price of one share of that Reference Stock on the Pricing Date, as specified under “Key Terms Relating to the Reference
Stocks” in this pricing supplement
Final
Value:
With respect to each Reference Stock, the closing price of one share of that
Reference Stock on the final Review Date
Stock
Adjustment Factor:
With respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the
closing price of one share of that Reference Stock and is set equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of
each Reference Stock is subject to adjustment upon the occurrence of certain corporate events affecting that Reference Stock.
See “The Underlyings — Reference Stocks — Anti-Dilution Adjustments” and “The Underlyings —
Reference Stocks — Reorganization Events” in the accompanying product supplement for further information.
|
PS-
1
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
Key Terms
Relating to the Reference Stocks
Reference Stock
|
Bloomberg Ticker Symbol
|
Initial Value
|
Interest Barrier / Trigger Value
|
Common stock of Apple Inc., par value $0.00001 per
share
|
AAPL
|
$
|
$
|
Class C capital stock of Alphabet Inc., par value
$0.001 per share
|
GOOG
|
$
|
$
|
Common stock of Microsoft Corporation, par value $0.00000625 per share
|
MSFT
|
$
|
$
|
How
the Notes Work
Payments in Connection with Review Dates Preceding
the Final Review Date
Payment at Maturity If the
Notes Have Not Been Automatically Called
PS-
2
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
Total Contingent Interest Payments
The table below illustrates the hypothetical
total Contingent Interest Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent
Interest Rate of 8.00% per annum, depending on how many Contingent Interest Payments are made prior to automatic call or maturity.
The actual Contingent Interest Rate will be provided in the pricing supplement and will be at least 8.00% per annum.
Number of Contingent Interest
Payments
|
Total Contingent Interest
Payments
|
8
|
$160.00
|
7
|
$140.00
|
6
|
$120.00
|
5
|
$100.00
|
4
|
$80.00
|
3
|
$60.00
|
2
|
$40.00
|
1
|
$20.00
|
0
|
$
0.00
|
Hypothetical
Payout Examples
The following examples illustrate payments on
the notes linked to three hypothetical Reference Stocks, assuming a range of performances for the hypothetical Least Performing
Reference Stock on the Review Dates.
Each hypothetical payment set forth below assumes that the closing price of one share of
each Reference Stock that is not the Least Performing Reference Stock on each Review Date is greater than or equal to its Initial
Value (and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical payments set forth
below assume the following:
|
·
|
an Initial Value for the Least Performing Reference Stock of $100.00;
|
|
·
|
an Interest Barrier and a Trigger Value for the Least Performing Reference Stock of $65.00 (equal to 65.00% of its hypothetical
Initial Value); and
|
|
·
|
a Contingent Interest Rate of 8.00% per annum (payable at a rate of 2.00% per quarter).
|
The hypothetical Initial Value of the Least Performing
Reference Stock of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value of
any Reference Stock. The actual Initial Value of each Reference Stock will be the closing price of one share of that Reference
Stock on the Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing prices
of one share of each Reference Stock, please see the historical information set forth under “The Reference Stocks”
in this pricing supplement.
Each hypothetical payment set forth below is
for illustrative purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing
in the following examples have been rounded for ease of analysis.
Example 1 — Notes are automatically
called on the first Review Date
.
Date
|
Closing Price of One Share of Least Performing Reference Stock
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$105.00
|
$1,020.00
|
|
Total Payment
|
$1,020.00 (2.00% return)
|
Because the closing price of one share of each
Reference Stock on the first Review Date is greater than or equal to its Initial Value, the notes will be automatically called
for a cash payment, for each $1,000 principal amount note, of $1,020.00 (or $1,000
plus
the Contingent Interest Payment
applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
PS-
3
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
Example 2 — Notes have NOT been automatically
called and the Final Value of the Least Performing Reference Stock is greater than or equal to its Trigger Value.
Date
|
Closing Price of One Share of Least Performing Reference Stock
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$95.00
|
$20.00
|
Second Review Date
|
$85.00
|
$20.00
|
Third through Seventh Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$90.00
|
$1,020.00
|
|
Total Payment
|
$1,060.00 (6.00% return)
|
Because the notes have not been automatically
called and the Final Value of the Least Performing Reference Stock is greater than or equal to its Trigger Value, the payment at
maturity, for each $1,000 principal amount note, will be $1,020.00 (or $1,000
plus
the Contingent Interest Payment applicable
to the final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the
total amount paid, for each $1,000 principal amount note, is $1,060.00.
Example
3 — Notes have NOT been automatically called and the Final Value of the Least Performing Reference Stock is less than its
Trigger Value
.
Date
|
Closing Price of One Share of Least Performing Reference Stock
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$40.00
|
$0
|
Second Review Date
|
$45.00
|
$0
|
Third through Seventh Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$50.00
|
$500.00
|
|
Total Payment
|
$500.00 (-50.00% return)
|
Because the notes have not been automatically
called, the Final Value of the Least Performing Reference Stock is less than its Trigger Value and the Least Performing Stock Return
is -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returns and hypothetical payments
on the notes shown above apply
only if you hold the notes for their entire term or until automatically called.
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.
PS-
4
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
Selected
Risk Considerations
An investment in the notes involves significant
risks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement.
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
|
The notes do not guarantee any return
of principal. If the notes have not been automatically called and the Final Value of any Reference Stock is less than its Trigger
Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least Performing Reference
Stock is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 35.00% of your principal
amount at maturity and could lose all of your principal amount at maturity.
|
·
|
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
|
If the notes have not been automatically
called, we will make a Contingent Interest Payment with respect to a Review Date only if the closing price of one share of each
Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of any
Reference Stock on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect
to that Review Date. Accordingly, if the closing price of one share of any Reference Stock on each Review Date is less than its
Interest Barrier, you will not receive any interest payments over the term of the notes.
|
·
|
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.
|
·
|
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER
THE TERM OF THE NOTES,
|
regardless of any appreciation of
any Reference Stock, which may be significant. You will not participate in any appreciation of any Reference Stock.
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.
|
·
|
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —
|
Payments on the notes are not linked
to a basket composed of the Reference Stocks and are contingent upon the performance of each individual Reference Stock. Poor performance
by any of the Reference Stocks over the term of the notes may result in the notes not being automatically called on a Review Date,
may negatively affect whether you will receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturity
and will not be offset or mitigated by positive performance by any other Reference Stock.
|
·
|
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
|
|
·
|
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
|
If the Final Value of any Reference
Stock is less than its Trigger Value and the notes have not been automatically called, the benefit provided by the Trigger Value
will terminate and you will be fully exposed to any depreciation of the Least Performing Reference Stock.
PS-
5
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
|
·
|
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
|
If your notes are automatically called,
the term of the notes may be reduced to as short as approximately three months and you will not receive any Contingent Interest
Payments after the applicable Call Settlement Date. There is no guarantee that you would be able to reinvest the proceeds from
an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk. Even in cases
where the notes are called before maturity, you are not entitled to any fees and commissions described on the front cover of this
pricing supplement.
|
·
|
YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY REFERENCE STOCK.
|
|
·
|
NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —
|
We have not independently verified
any of the information about any Reference Stock issuer contained in this pricing supplement. You should undertake your own investigation
into each Reference Stock and its issuer. We are not responsible for any Reference Stock issuer’s public disclosure of information,
whether contained in SEC filings or otherwise.
|
·
|
LIMITED TRADING HISTORY —
|
Alphabet Inc. became the successor
SEC registrant to, and parent holding company of, Google Inc. on October 2, 2015 in connection with a holding company reorganization.
The Class C capital stock of Google Inc. commenced regular trading on The NASDAQ Stock Market on April 3, 2014 and the Class C
capital stock of Alphabet Inc. commenced trading on The NASDAQ Stock Market on October 5, 2015 and therefore have limited historical
performance. Accordingly, historical information for the Class C capital stock of Alphabet Inc. and its predecessor, the
Class C capital stock of Google Inc., is available only since the respective dates above. Past performance should not be
considered indicative of future performance. In addition, the Class C capital stock of Alphabet Inc., which does not carry
any vote, is different from the Class A common stock of Alphabet Inc., which carries one vote per share, and may trade differently
from the Class A common stock of Alphabet Inc.
|
·
|
THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
|
The calculation agent will not make
an adjustment in response to all events that could affect a Reference Stock. The calculation agent may make adjustments in response
to events that are not described in the accompanying product supplement to account for any diluting or concentrative effect, but
the calculation agent is under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.
|
·
|
THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER
IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.
|
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 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 Contingent Interest Rate.
|
·
|
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 selling, structuring and hedging the notes are included in the original issue price
of the notes. These costs include the selling commissions, 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.
PS-
6
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
|
·
|
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
(a) exclude selling commissions and (b) 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 selling commissions, projected hedging profits, if any, estimated hedging costs and the prices of one share of the
Reference Stocks. 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 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.
PS-
7
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
The
Reference Stocks
All information contained herein on the Reference
Stocks and on the Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference
Stock is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed
on the exchange provided in the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in
the accompanying product supplement. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the
Exchange Act can be located by reference to the SEC file number provided in the table below, and can be accessed through www.sec.gov.
We do not make any representation that these publicly available documents are accurate or complete. We obtained the closing prices
below from the Bloomberg Professional
®
service (“Bloomberg”) without independent verification.
Reference Stock
|
Bloomberg Ticker Symbol
|
Relevant Exchange
|
SEC File Number
|
Closing Price on October 18, 2017
|
Common stock of Apple Inc., par value $0.00001 per share
|
AAPL
|
The NASDAQ Stock Market
|
001-36743
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$159.76
|
Class C capital stock of Alphabet Inc., par value $0.001 per share
|
GOOG
|
The NASDAQ Stock Market
|
001-37580
|
$992.81
|
Common stock of Microsoft Corporation, par value $0.00000625 per share
|
MSFT
|
The NASDAQ Stock Market
|
001-37845
|
$77.61
|
Each of the Reference Stocks is issued by a company
whose primary line of business is associated with the technology industry.
According to publicly available filings of the
relevant Reference Stock issuer with the SEC:
|
·
|
Apple Inc. designs, manufactures and markets mobile communication and media devices and personal computers and sells a variety
of related software, services, accessories, networking solutions and third-party digital content and applications.
|
|
·
|
Alphabet Inc. is a collection of businesses, the largest of which is Google Inc. Google Inc. is an information company
that generates revenues primarily by delivering online advertising. Alphabet Inc. became the successor SEC registrant to, and parent
holding company of, Google Inc. on October 2, 2015, in connection with a holding company reorganization. The Class C capital stock
of Alphabet Inc. began trading on October 5, 2015 under the ticker symbol “GOOG,” the same symbol under which Google
Inc.’s Class C capital stock previously traded.
|
|
·
|
Microsoft Corporation develops, licenses and supports a range of software products, services and devices.
|
Historical Information
The first graph sets forth the historical performance
of the common stock of stock of Apple Inc. based on the weekly historical closing prices from January 6, 2012 through October 13,
2017.
The second graph below sets forth the historical
performance of the Class C capital stock of Google Inc. based on the weekly historical closing prices of one share of the Class
C capital stock of Google Inc. from January 6, 2012 through October 2, 2015 and the Class C capital stock of Alphabet Inc. based
on the weekly historical closing prices of one share of the Class C capital stock of Alphabet Inc. from October 5, 2015 through
October 13, 2017. The Class C capital stock of Google Inc. commenced regular trading on The NASDAQ Stock Market on April 3, 2014
and the Class C capital stock of Alphabet Inc. commenced trading on The NASDAQ Stock Market on October 5, 2015 and therefore have
limited historical performance. In addition, the Class C capital stock of Alphabet Inc., which does not carry any vote, is
different from the Class A common stock of Alphabet Inc., which carries one vote per share, and may trade differently from the
Class A common stock of Alphabet Inc.
The third graph sets forth the historical performance
of the common stock of stock of Microsoft Corporation based on the weekly historical closing prices of one share from January 6,
2012 through October 13, 2017.
The closing prices above and below may have been
adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings
and bankruptcy.
The historical closing prices of one share of
each Reference Stock (or the Class C capital stock of Google Inc.) 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 any Reference Stock on the Pricing Date or any Review Date.
There can be no assurance that the performance of the Reference Stocks will result in the return of any of your principal amount
or the payment of any interest.
PS-
8
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
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†
The vertical line in the graph
indicates October 5, 2015. In the graph, the performance to the left of the vertical line reflects the Class C capital stock of
Google Inc. and the performance to the right of the vertical line reflects the Class C capital stock of Alphabet Inc.
PS-
9
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
Tax
Treatment
You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. In determining our
reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with
associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled
“Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid
Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement. Based on the advice of Davis
Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable
treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the notes could be
materially affected. 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 and the relevance of factors such
as the nature of the underlying property to which the instruments are linked. 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 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.
Non-U.S. Holders — Tax Considerations
.
The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to
take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is
provided), a withholding agent may nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible
reduction of that rate under an applicable income tax treaty), unless income from your notes is effectively connected with your
conduct of a trade or business in the United States (and, if an applicable treaty so requires, attributable to a permanent establishment
in the United States). If you are not a United States person, you are urged to consult your tax adviser regarding the U.S. federal
income tax consequences of an investment in the notes in light of your particular circumstances.
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, the applicable regulations exclude from the scope of Section 871(m) instruments issued
in 2017 that do not have a delta of 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
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10
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
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.
FATCA.
Withholding
under legislation commonly referred to as “FATCA” could apply to payments with respect to the notes that are treated
as U.S.-source “fixed or determinable annual or periodical” income (“FDAP Income”) for U.S. federal income
tax purposes (such as interest, if the notes are recharacterized, in whole or in part, as debt instruments, or Contingent Interest
Payments if they are otherwise treated as FDAP Income). If the notes are recharacterized, in whole or in part, as debt instruments,
withholding could also apply to payments of gross proceeds of a taxable disposition, including an early redemption or redemption
at maturity. However, under a recent IRS notice, this regime will not apply to payments of gross proceeds (other than any amount
treated as FDAP Income) with respect to dispositions occurring before January 1, 2019. You should consult your tax adviser regarding
the potential application of FATCA to the notes.
In the event
of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
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 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 selling, structuring and hedging the notes are included
in the original issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, 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
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11
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
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 “How the Notes Work”
and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the
notes and “The Reference Stocks” 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 the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, 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.
Supplemental
Plan of Distribution
We expect that delivery of the notes will be
made against payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement,
which will be the third business day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”).
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to
settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade
notes on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time
of any such trade to prevent a failed settlement and should consult their own advisors.
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. 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” section of the accompanying
product 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.
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.
PS-
12
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of the Common Stock of Apple Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Microsoft Corporation
|
|
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