CALCULATION OF REGISTRATION FEE
Title
of Each Class of Securities Offered |
Maximum
Aggregate
Offering Price |
Amount
of
Registration Fee |
Notes
|
$1,000,000 |
$116.20 |
Pricing supplement no. 979
To prospectus dated November 7, 2014,
prospectus supplement dated November 7, 2014,
product supplement no. 2a-I dated November 7, 2014 and
underlying supplement no. 1a-I dated November 7, 2014 |
Registration Statement No. 333-199966
Dated July 23, 2015
Rule 424(b)(8) |
|
Structured
Investments |
|
$1,000,000
Dual Directional Buffered Review Notes Linked to the S&P GSCITM Crude Oil Index Excess Return due August 11, 2016
|
General
| · | The
notes are designed for investors who seek early exit prior to maturity at a premium if,
(1) with respect to any Review Date (other than the final Review Date), the closing level
of the Index on that Review Date is at or above the Call Level or, (2) with respect to
the final Review Date, the Ending Index Level is at or above the Call Level, and who
anticipate that the Ending Index Level will not be less than the Initial Index Level
by more than the Contingent Buffer Percentage of 30%. If the notes are not automatically
called and the Ending Index Level is less than the Initial Index Level by up to the Contingent
Buffer Percentage, investors will receive a return on the notes at maturity equal to
the absolute value of any depreciation of the Index (up to 30%) from the Initial Index
Level to the Ending Index Level. However, if the notes are not automatically called
and the Ending Index Level is less than the Initial Index Level by more than the Contingent
Buffer Percentage, investors will lose at least 30% of their principal amount at maturity
and may lose up to their entire principal amount at maturity. Investors in the
notes should be willing to accept this risk of loss and be willing to forgo interest
payments, in exchange for the opportunity to receive a premium payment if the notes are
automatically called or a positive return if the notes are not automatically called and
the closing level of the Index has not declined from the Initial Index Level to the Ending
Index Level by more than the Contingent Buffer Percentage. |
| · | The
earliest date on which a call may be initiated is October 23, 2015. |
| · | The
notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Chase & Co. |
| · | Minimum
denominations of $10,000 and integral multiples of $1,000 in excess thereof |
Key Terms
Index: |
The S&P
GSCITM Crude Oil Index Excess Return (Bloomberg ticker: SPGCCLP) |
Automatic
Call: |
If,
(1) with respect to any Review Date (other than the final Review Date), the closing level of the Index on that Review Date
is greater than or equal to the Call Level or, (2) with respect to the final Review Date, the Ending Index Level is greater
than or equal to the Call Level, the notes will be automatically called for a cash payment per note that will vary depending
on the applicable Review Date and call premium. |
Call
Level: |
An
amount that represents 100% of the Initial Index Level for each Review Date |
Payment
if Called: |
For every $1,000
principal amount note, you will receive one payment of $1,000 plus the call premium amount calculated as follows: |
|
·
3.10% × $1,000 if called on the first Review Date |
|
·
6.20% × $1,000 if called on the second Review Date |
|
·
9.30% × $1,000 if called on the third Review Date |
|
·
12.40% × $1,000 if called on the final Review Date |
Payment
at Maturity: |
If the notes are not
automatically called and the Ending Index Level is less than the Initial Index Level by up to the Contingent Buffer Percentage,
your payment at maturity will be calculated as follows:
$1,000
+ ($1,000 × Absolute Index Return)
Because the payment at
maturity will not reflect the Absolute Index Return if the Ending Index Level is less than the Initial Index Level by
more than the Contingent Buffer Percentage of 30%, your maximum payment at maturity is $1,300 per $1,000 principal amount
note.
If the notes are not
automatically called and the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer
Percentage, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than
the Initial Index Level, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000
+ ($1,000 × Index Return)
If the notes are
not automatically called and the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer
Percentage of 30%, you will lose more than 30% of your principal amount at maturity and may lose up to your entire principal
amount at maturity. |
Contingent
Buffer Percentage: |
30% |
Index
Return: |
Ending Index Level
– Initial Index Level
Initial
Index Level |
Absolute
Index Return: |
The
absolute value of the Index Return. For example, if the Index Return is -5%, the Absolute Index Return will equal
5%. |
Initial
Index Level: |
The closing level
of the Index on the Pricing Date, which was 233.8386 |
Ending
Index Level: |
The
arithmetic average of the closing levels of the Index on the Ending Averaging Dates |
Pricing
Date: |
July
23, 2015 |
Original
Issue Date (Settlement Date): |
On
or about July 28, 2015 |
Review
Dates*: |
October
23, 2015, January 25, 2016, April 25, 2016 and August 8, 2016 (final Review Date) |
Ending
Averaging Dates*: |
August
2, 2016, August 3, 2016, August 4, 2016, August 5, 2016 and the final Review Date |
Call
Settlement Date: |
The
third business day after the applicable Review Date, except that if the notes are called on the final Review Date, the Call
Settlement Date will be the Maturity Date |
Maturity
Date*: |
August
11, 2016 |
CUSIP: |
48125UUA8 |
| * | Subject to postponement in the event
of certain market disruption events and as described under “General Terms of Notes
— Postponement of a Determination Date — Notes Linked to a Single Underlying
— Notes Linked to a Single Index” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product supplement no. 2a-I
or early acceleration in the event of a commodity hedging disruption event as described
under “General Terms of Notes — Consequences of a Commodity Hedging Disruption
Event — Acceleration of the Notes” in the accompanying product supplement
no. 2a-I and in “Selected Risk Considerations — We May Accelerate Your Notes
If a Commodity Hedging Disruption Event Occurs” in this pricing supplement |
Investing in the notes involves
a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 2a-I, “Risk
Factors” beginning on page US-2 of the accompanying underlying supplement 1a-I and “Selected Risk Considerations”
beginning on page PS-6 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 |
$10 |
$990
|
Total |
$1,000,000 |
$10,000
|
$990,000 |
| (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 Chase & Co., will pay all of the
selling commissions of $10.00 per $1,000 principal amount note it receives from us to
other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts
of Interest)” beginning on page PS-79 of the accompanying product supplement no.
2a-I. |
The
estimated value of the notes as determined by JPMS, when the terms of the notes were set, was $968.50 per $1,000 principal amount
note. See “JPMS’s 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.
July 23, 2015
Additional Terms Specific to the Notes
You should read this pricing supplement together with the
prospectus, as supplemented by the prospectus supplement, each dated November 7, 2014 relating to our Series E medium-term notes
of which these notes are a part, and the more detailed information contained in product supplement no. 2a-I dated November 7, 2014
and underlying supplement no. 1a-I dated November 7, 2014. This pricing supplement, together with the documents listed below,
contains the terms of the notes, supplements the term sheet related hereto 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 “Risk Factors” in the accompanying product supplement
no. 2a-I and “Risk Factors” in the accompanying underlying supplement no. 1a-I, 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 19617.
As used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Chase & Co.
Supplemental Terms of the Notes
For purposes of the notes offered by this pricing supplement,
the consequences of a commodity hedging disruption event are described under “General Terms of Notes — Consequences
of a Commodity Hedging Disruption Event — Acceleration of the Notes” in the accompanying product supplement no. 2a-I
The notes are not commodity futures contracts or swaps
and are not regulated under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”). The
notes are offered pursuant to an exemption from regulation under the Commodity Exchange Act, commonly known as the hybrid instrument
exemption, that is available to securities that have one or more payments indexed to the value, level or rate of one or more commodities,
as set out in section 2(f) of that statute. Accordingly, you are not afforded any protection provided by the Commodity Exchange
Act or any regulation promulgated by the Commodity Futures Trading Commission.
JPMorgan Structured Investments
|
PS-1 |
Dual Directional Buffered Review Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return
|
Hypothetical Examples of Amount Payable
upon Automatic Call or at Maturity
The following table illustrates the hypothetical simple total
return (i.e., not compounded) on the notes that could be realized with respect to the applicable Review Date for a range
of movements in the Index as shown under the columns “Appreciation / Depreciation of the Index at Review Date” and
“Index Return.” The following table and examples assume that a commodity hedging disruption event has not occurred
and a hypothetical Initial Index Level of 230 and a Call Level of 230 (equal to 100% of the hypothetical Initial Index Level),
and reflect the Contingent Buffer Percentage of 30% and that the call premiums used to calculate the call price applicable to the
first, second, third and final Review Dates are 3.10%, 6.20%, 9.30% and 12.40%, respectively, regardless of the appreciation of
the Index, which may be significant. There will be only one payment on the notes whether called or at maturity. An entry of “N/A”
indicates that the notes would not be called on the applicable Review Date and no payment would be made for such date. Each hypothetical
total return or payment on the notes set forth below is for illustrative purposes only and may not be the actual total return or
payment on the notes applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been
rounded for ease of analysis.
Review Dates Prior to the Final Review Date |
Final Review Date |
Closing Level of the Index at Review Date |
Appreciation / Depreciation of the Index at Review Date |
Total Return at First Call Settlement |
Total Return at Second Call Settlement |
Total Return at Third Call Settlement |
Ending Index Level (1) |
Index Return |
Total Return at Maturity |
414.000 |
80.00% |
3.10% |
6.20% |
9.30% |
414.000 |
80.00% |
12.40% |
391.000 |
70.00% |
3.10% |
6.20% |
9.30% |
391.000 |
70.00% |
12.40% |
368.000 |
60.00% |
3.10% |
6.20% |
9.30% |
368.000 |
60.00% |
12.40% |
345.000 |
50.00% |
3.10% |
6.20% |
9.30% |
345.000 |
50.00% |
12.40% |
322.000 |
40.00% |
3.10% |
6.20% |
9.30% |
322.000 |
40.00% |
12.40% |
299.000 |
30.00% |
3.10% |
6.20% |
9.30% |
299.000 |
30.00% |
12.40% |
276.000 |
20.00% |
3.10% |
6.20% |
9.30% |
276.000 |
20.00% |
12.40% |
253.000 |
10.00% |
3.10% |
6.20% |
9.30% |
253.000 |
10.00% |
12.40% |
230.000 |
0.00% |
3.10% |
6.20% |
9.30% |
230.000 |
0.00% |
12.40% |
218.500 |
-5.00% |
N/A |
N/A |
N/A |
218.500 |
-5.00% |
5.00% |
207.000 |
-10.00% |
N/A |
N/A |
N/A |
207.000 |
-10.00% |
10.00% |
195.500 |
-15.00% |
N/A |
N/A |
N/A |
195.500 |
-15.00% |
15.00% |
184.000 |
-20.00% |
N/A |
N/A |
N/A |
184.000 |
-20.00% |
20.00% |
172.500 |
-25.00% |
N/A |
N/A |
N/A |
172.500 |
-25.00% |
25.00% |
161.000 |
-30.00% |
N/A |
N/A |
N/A |
161.000 |
-30.00% |
30.00% |
160.977 |
-30.01% |
N/A |
N/A |
N/A |
160.977 |
-30.01% |
-30.01% |
138.000 |
-40.00% |
N/A |
N/A |
N/A |
138.000 |
-40.00% |
-40.00% |
115.000 |
-50.00% |
N/A |
N/A |
N/A |
115.000 |
-50.00% |
-50.00% |
92.000 |
-60.00% |
N/A |
N/A |
N/A |
92.000 |
-60.00% |
-60.00% |
69.000 |
-70.00% |
N/A |
N/A |
N/A |
69.000 |
-70.00% |
-70.00% |
46.000 |
-80.00% |
N/A |
N/A |
N/A |
46.000 |
-80.00% |
-80.00% |
23.000 |
-90.00% |
N/A |
N/A |
N/A |
23.000 |
-90.00% |
-90.00% |
0.000 |
-100.00% |
N/A |
N/A |
N/A |
0.000 |
-100.00% |
-100.00% |
(1) The Ending Index Level is equal to the arithmetic average
of the closing levels of the Index on the Ending Averaging Dates.
The following examples illustrate how the payment on the notes
in different hypothetical scenarios is calculated.
Example 1: The level of the Index increases from the Initial
Index Level of 230 to a closing level of 253 on the first Review Date. Because the closing level of the Index on the first
Review Date of 253 is greater than the Call Level of 230, the notes are automatically called, and the investor receives a single
payment on the first Call Settlement Date of $1,031 per $1,000 principal amount note.
Example 2: The level of the Index decreases from the Initial
Index Level of 230 to a closing level of 207 on the first Review Date, 195.50 on the second Review Date and 138 on the third Review
Date and increases from the Initial Index Level of 230 to an Ending Index Level of 253. Because the closing level of the Index
on each of the first three Review Dates (207, 195.50 and 138) is less than the Call Level of 230, the notes are not automatically
called on these Review Dates. However, because the Ending Index Level of 253 is greater than the Call Level of 230, the notes are
automatically called on the final Review Date, and the investor receives a single payment at maturity of $1,124 per $1,000 principal
amount note.
Example 3: The level of the Index decreases from the Initial
Index Level of 230 to a closing level of 207 on the first Review Date, 195.50 on the second Review Date and 138 on the third Review
Date and to an Ending Index Level of 218.50. Because each of the closing levels of the Index on the Review Dates prior to the
final Review Date (207, 195.50 and 138) and the Ending Index Level (218.50) is less than the Call Level of 230, the notes are not
automatically called. However, because the Ending Index Level is less than the Initial Index Level by up to the Contingent Buffer
JPMorgan Structured Investments
|
PS-2 |
Dual Directional Buffered Review Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return
|
Amount of 30% and the Absolute Index Return is 5%, the investor
receives a payment of maturity of $1,050 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 × 5%) = $1,050
Example 4: The level of the Index decreases from the Initial
Index Level of 230 to a closing level of 207 on the first Review Date, 195.50 on the second Review Date and 138 on the third Review
Date and to an Ending Index Level of 161. Because each of the closing levels of the Index on the Review Dates (207, 195.50
and 138) and the Ending Index Level (161) is less than the Call Level of 230, the notes are not automatically called. However,
because the Ending Index Level is less than the Initial Index Level by up to the Contingent Buffer Amount of 30% and the Absolute
Index Return is 30%, the investor receives a payment of maturity of $1,300 per $1,000 principal amount note, the maximum payment
at maturity, calculated as follows:
$1,000 + ($1,000 × 30%) = $1,300
Example 5: The level of the Index decreases from the Initial
Index Level of 230 to a closing Level of 218.50 on the first Review Date, 207 on the second Review Date, 195.50 on the third Review
Date and to an Ending Index Level of 138. Because (a) each of the closing levels of the Index on the Review Dates (218.50,
207 and 195.50) and the Ending Index Level (138) is less than the Call Level of 230, (b) the Ending Index Level of 138 is less
than the Initial Index Level by more than the Contingent Buffer Percentage of 30%, and (c) the Index Return is -40%, the notes
are not automatically called and the investor receives a payment at maturity that is less than the principal amount for each $1,000
principal amount note, calculated as follows:
$1,000 + ($1,000 × -40%)
= $600
The hypothetical returns and the 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 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.
JPMorgan Structured Investments
|
PS-3 |
Dual Directional Buffered Review Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return
|
Selected Purchase Considerations
| · | CAPPED APPRECIATION POTENTIAL IF THE INDEX RETURN IS POSITIVE
— If (1) with respect to any Review Date (other than the final Review Date), the closing level of the Index is greater than
or equal to the Call Level on that Review Date or, (2) with respect to the final Review Date, the Ending Index Level is greater
than or equal to the Call Level, your investment will yield a payment per $1,000 principal amount note of $1,000 plus: (i)
3.10% × $1,000 if called on the first Review Date; (ii) 6.20% × $1,000 if called on the second Review Date; (iii) 9.30%
× $1,000 if called on the third Review Date; or (iv) 12.40% × $1,000 if called on the final Review Date. Because
the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay
our obligations as they become due. |
| · | Potential Early Exit With Appreciation
As a Result of Automatic Call Feature — While the original
term of the notes is just under thirteen months, the notes will be called before maturity if, (1) with respect to any Review Date
(other than the final Review Date), the closing level of the Index on that Review Date is at or above the Call Level or, (2) with
respect to the final Review Date, the Ending Index Level is at or above the Call Level, and you will be entitled to the applicable
payment corresponding to that Review Date set forth on the cover of this pricing supplement. |
| · | POTENTIAL FOR UP TO A 30% RETURN ON THE NOTES EVEN IF THE INDEX RETURN
IS NEGATIVE — If the notes are not automatically called and the Ending Index Level is less than the Initial Index Level
by up to the Contingent Buffer Percentage of 30%, you will earn a positive return on the notes equal to the Absolute Index Return.
Under these circumstances, you will earn a positive return on the notes even though the Index Return is negative. For example,
if the Index Return is -5%, the Absolute Index Return will equal 5%. Because the payment at maturity will not reflect the Absolute
Index Return if the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Percentage, your
maximum payment at maturity is $1,300 per $1,000 principal amount note. If the notes are not automatically called and the Ending
Index Level is less than the Initial Index Level by more than the Contingent Buffer Percentage, you will lose 1% of the principal
amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level. Under these circumstances,
you will lose more than 30% of your principal amount at maturity and may lose up to your entire principal amount at maturity. |
| · | RETURN LINKED TO THE S&P
GSCITM Crude Oil Index Excess Return — The return on the notes is linked to the S&P GSCI™
Crude Oil Index Excess Return, a sub-index of the S&P GSCI™, a composite index of commodity sector returns, calculated,
maintained and published daily by S&P Dow Jones Indices LLC. The S&P GSCI™ is a world production-weighted index that
is designed to reflect the relative significance of principal non-financial commodities (i.e., physical commodities) in
the world economy. The S&P GSCI™ represents the return of a portfolio of the futures contracts for the underlying commodities.
The S&P GSCI™ Crude Oil Index Excess Return references the front-month West Texas Intermediate (“WTI”) crude
oil futures contract (i.e., the WTI crude futures contract generally closest to expiration) traded on the New York Mercantile
Exchange (the “NYMEX”). The S&P GSCI™ Crude Oil Index Excess Return provides investors with a publicly available
benchmark for investment performance in the crude oil commodity markets. The S&P GSCI™ Crude Oil Index Excess Return
is an excess return index and not a total return index. An excess return index reflects the returns that are potentially available
through an unleveraged investment in the contracts composing the index (which, in the case of the Index, are the designated crude
oil futures contracts). By contrast, a “total return” index, in addition to reflecting those returns, also reflects
interest that could be earned on funds committed to the trading of the underlying futures contracts. See “The S&P GSCITM
Indices” in the accompanying underlying supplement no. 1a-I. |
| · | CAPITAL GAINS TAX TREATMENT — You should review carefully
the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 2a-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 no. 2a-I. Assuming this treatment is respected, the gain or loss on your notes should be treated
as short-term capital gain or loss unless you hold your notes for more than a year, in which case the gain or loss should be long-term
capital gain or loss. 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 notes could be materially and adversely 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;
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
JPMorgan Structured Investments
|
PS-4 |
Dual Directional Buffered Review Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return
|
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.
Withholding under legislation commonly
referred to as “FATCA” may apply to amounts treated as interest paid with respect to the notes, if they are recharacterized
as debt instruments. You should consult your tax adviser regarding the potential application of FATCA to the notes.
JPMorgan Structured Investments
|
PS-5 |
Dual Directional Buffered Review Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return
|
Selected Risk Considerations
An investment in the notes involves significant risks. Investing
in the notes is not equivalent to investing directly in the Index, any of the futures contracts underlying the Index, the commodity
to which those commodity futures contracts relate or any futures contracts or exchange-traded or over-the-counter instruments based
on, or other instruments related to, any of the foregoing. These risks are explained in more detail in the “Risk Factors”
section of the accompanying product supplement no. 2a-I and the “Risk Factors” section of the accompanying underlying
supplement no. 1a-I.
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The
notes do not guarantee any return of principal. If the notes are not automatically called and the Ending Index Level is less than
the Initial Index Level by more than the Contingent Buffer Percentage of 30%, you will lose 1% of your principal amount at maturity
for every 1% that the Ending Index Level is less than the Initial Index Level. Under these circumstances, you will lose more than
30% of your principal amount at maturity and may lose up to your entire principal amount at maturity. |
| · | LIMITED RETURN ON THE NOTES — If the notes are automatically
called, your gain on the notes will be limited to the call premium, regardless of the appreciation in the Index, which may be significant.
If the notes are not automatically called, your potential gain on the notes will be limited by the Contingent Buffer Percentage.
See “— Your Maximum Gain on the Notes Is Limited by the Contingent Buffer Percentage” below. The closing level
of the Index at various times during the term of the notes could be higher than on the Review Dates and at maturity and could be
higher than the Ending Index Level. You may receive a lower payment if called or at maturity, as the case may be, than you would
have if you had invested directly in the Index. |
| · | YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE CONTINGENT BUFFER
PERCENTAGE — If the Ending Index Level is less than the Initial Index Level by up to the Contingent Buffer Percentage
of 30%, you will receive at maturity $1,000 plus an additional return equal to the Absolute Index Return, up to 30%. Because
the payment at maturity will not reflect the Absolute Index Return if the Ending Index Level is less than the Initial Index Level
by more than the Contingent Buffer Percentage of 30%, your maximum payment at maturity is $1,300 per $1,000 principal amount note. |
| · | CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are
subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market
value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any
actual or potential change in our creditworthiness or credit spreads, as determined by the market for taking our credit risk, is
likely to adversely affect the value of the notes. If we 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. |
| · | POTENTIAL CONFLICTS — We and our affiliates play a variety
of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering of
the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the
estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s estimated value. In performing
these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially
adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities,
could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of
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 no. 2a-I for additional information about
these risks. |
| · | REINVESTMENT RISK — If your notes are automatically called,
the term of the notes may be as short as approximately three months. There is no guarantee that you would be able to reinvest the
proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically
called prior to the maturity date. |
| · | THE BENEFIT PROVIDED BY THE CONTINGENT BUFFER PERCENTAGE MAY TERMINATE
ON THE FINAL REVIEW DATE — If the notes have not been automatically called previously and the Ending Index Level is less
than the Initial Index Level by more than the Contingent Buffer Percentage, the benefit provided by the Contingent Buffer Percentage
will terminate and you will be fully exposed to any depreciation in the Index. |
| · | JPMS’S ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL
ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only an estimate using several factors.
The original issue price of the notes exceeds JPMS’s estimated value 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 “JPMS’s Estimated Value of the Notes” in this
pricing supplement. |
| · | JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF
THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined
by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market
conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include
volatility, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that
are greater than or less than JPMS’s estimated value. In addition, market |
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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 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. See
“JPMS’s Estimated Value of the Notes” in this pricing supplement.
| · | JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT
SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the determination of JPMS’s estimated
value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among
other things, our 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 our conventional fixed-rate debt. If JPMS were to use the interest rate implied
by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be more favorable to you. Consequently,
our use of an internal funding rate would have an adverse effect on the terms of the notes and any secondary market prices of the
notes. See “JPMS’s 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 JPMS’S 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. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our
secondary market credit spreads for structured debt issuances. 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 secondary market credit spreads 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 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. See
the immediately following risk consideration for information about additional factors that will impact any secondary market prices
of the 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. See “— Lack of Liquidity”
below.
| · | 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 level of the Index, including: |
| · | any actual or potential change in our creditworthiness or credit spreads; |
| · | customary bid-ask spreads for similarly sized trades; |
| · | secondary market credit spreads for structured debt issuances; |
| · | the actual and expected volatility of the Index; |
| · | the time to maturity of the notes; |
| · | supply and demand trends for the commodity upon which the futures contracts
that compose the Index are based or the exchange-traded futures contracts on that commodity; |
| · | the market price of the commodity upon which the futures contracts that
compose the Index are based or the exchange-traded futures contracts on that commodity; |
| · | the likelihood of an automatic call being triggered; |
| · | interest and yield rates in the market generally; and |
| · | a variety of other economic, financial, political, regulatory, geographical,
meteorological and judicial events. |
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.
| · | WE MAY ACCELERATE YOUR NOTES IF A COMMODITY HEDGING DISRUPTION EVENT
OCCURS — If we or our affiliates are unable to effect transactions necessary to hedge our obligations under the notes
due to a commodity hedging disruption event, we may, in our sole and absolute discretion, accelerate the payment on your notes
and pay you an amount determined in good faith and in a commercially reasonable manner by the calculation agent. If the payment
on your notes is accelerated, your investment may result in a loss and you may not be able to reinvest your money in a comparable
investment. Please see “General Terms of Notes — |
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Consequences of a Commodity Hedging Disruption Event
— Acceleration of the Notes” in the accompanying product supplement no. 2a-I for more information.
| · | COMMODITY FUTURES CONTRACTS ARE SUBJECT TO UNCERTAIN LEGAL AND REGULATORY
REGIMES — The commodity futures contracts that underlie the Index are subject to legal and regulatory regimes that may
change in ways that could adversely affect our ability to hedge our obligations under the notes and affect the level of the Index.
Any future regulatory changes, including but not limited to changes resulting from the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”), may have a substantial adverse effect on the value of your notes. Additionally,
under authority provided by the Dodd-Frank Act, the U.S. Commodity Futures Trading Commission on November 5, 2013 proposed rules
to establish position limits that will apply to 28 agricultural, metals and energy futures contracts and futures, options and swaps
that are economically equivalent to those futures contracts. The limits will apply to a person’s combined position
in futures, options and swaps on the same underlying commodity. The rules also would set new aggregation standards for purposes
of these position limits and would specify the requirements for designated contract markets and swap execution facilitates to impose
position limits on contracts traded on those markets. The rules, if enacted in their proposed form, may reduce liquidity in the
exchange-traded market for those commodity-based futures contracts, which may, in turn, have an adverse effect on any payments
on the notes. Furthermore, we or our affiliates may be unable as a result of those restrictions to effect transactions necessary
to hedge our obligations under the notes resulting in a commodity hedging disruption event, in which case we may, in our sole and
absolute discretion, accelerate the payment on your notes. See “ — We May Accelerate Your Notes If a Commodity
Hedging Disruption Event Occurs” above. |
| · | PRICES OF COMMODITY FUTURES CONTRACTS ARE CHARACTERIZED BY HIGH AND
UNPREDICTABLE VOLATILITY, WHICH COULD LEAD TO HIGH AND UNPREDICTABLE VOLATILITY IN THE INDEX — Market prices of the commodity
futures contracts included in the Index tend to be highly volatile and may fluctuate rapidly based on numerous factors, including
the factors that affect the price of the commodity underlying the commodity futures contracts included in the Index. See “
— The Market Price of WTI Crude Oil Will Affect the Value of the Notes” below. The prices of commodities and commodity
futures contracts are subject to variables that may be less significant to the values of traditional securities, such as stocks
and bonds. These variables may create additional investment risks that cause the value of the notes to be more volatile than the
values of traditional securities. As a general matter, the risk of low liquidity or volatile pricing around the maturity date of
a commodity futures contract is greater than in the case of other futures contracts because (among other factors) a number of market
participants take physical delivery of the underlying commodities. Many commodities are also highly cyclical. The high volatility
and cyclical nature of commodity markets may render such an investment inappropriate as the focus of an investment portfolio. |
| · | THE MARKET PRICE OF WTI CRUDE OIL WILL AFFECT THE VALUE OF THE NOTES
— Because the notes are linked to the performance of the Index,
which is composed of futures contracts on WTI crude oil, we expect that generally the market value of the notes will depend in
part on the market price of WTI crude oil. The price of WTI crude oil is primarily affected by the global demand for and supply
of crude oil, but is also influenced significantly from time to time by speculative actions and by currency exchange rates. Crude
oil prices are volatile and subject to dislocation. Demand for refined petroleum products by consumers, as well as the agricultural,
manufacturing and transportation industries, affects the price of crude oil. Crude oil’s end-use as a refined product is
often as transport fuel, industrial fuel and in-home heating fuel. Potential for substitution in most areas exists, although considerations,
including relative cost, often limit substitution levels. Because the precursors of demand for petroleum products are linked to
economic activity, demand will tend to reflect economic conditions. Demand is also influenced by government regulations, such as
environmental or consumption policies. In addition to general economic activity and demand, prices for crude oil are affected by
political events, labor activity and, in particular, direct government intervention (such as embargos) or supply disruptions in
major oil producing regions of the world. Such events tend to affect oil prices worldwide, regardless of the location of the event.
Supply for crude oil may increase or decrease depending on many factors. These include production decisions by the Organization
of the Petroleum Exporting Countries (“OPEC”) and other crude oil producers. Crude oil prices are determined with significant
influence by OPEC. OPEC has the potential to influence oil prices worldwide because its members possess a significant portion of
the world’s oil supply. In the event of sudden disruptions in the supplies of oil, such as those caused by war, natural events,
accidents or acts of terrorism, prices of oil futures contracts could become extremely volatile and unpredictable. Also, sudden
and dramatic changes in the futures market may occur, for example, upon a cessation of hostilities that may exist in countries
producing oil, the introduction of new or previously withheld supplies into the market or the introduction of substitute products
or commodities. Crude oil prices may also be affected by short-term changes in supply and demand because of trading activities
in the oil market and seasonality (e.g., weather conditions such as hurricanes). It is not possible to predict the aggregate
effect of all or any combination of these factors. |
| · | A DECISION BY THE NYMEX TO INCREASE MARGIN REQUIREMENTS FOR WTI CRUDE
OIL FUTURES CONTRACTS MAY AFFECT THE LEVEL OF THE INDEX — If the NYMEX increases the amount of collateral required to
be posted to hold positions in the futures contracts on WTI crude oil (i.e., the margin requirements), |
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market participants who are unwilling or unable to post
additional collateral may liquidate their positions, which may cause the level of the Index to decline significantly.
| · | THE NOTES DO NOT OFFER DIRECT EXPOSURE TO COMMODITY SPOT PRICES —
The notes are linked to the Index, which tracks commodity futures contracts, not physical commodities (or their spot prices). The
price of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the spot price of
a commodity reflects the immediate delivery value of the commodity. A variety of factors can lead to a disparity between the expected
future price of a commodity and the spot price at a given point in time, such as the cost of storing the commodity for the term
of the futures contract, interest charges incurred to finance the purchase of the commodity and expectations concerning supply
and demand for the commodity. The price movements of a futures contract are typically correlated with the movements of the spot
price of the referenced commodity, but the correlation is generally imperfect and price movements in the spot market may not be
reflected in the futures market (and vice versa). Accordingly, the notes may underperform a similar investment that is linked to
commodity spot prices. |
| · | THE INDEX MAY BE MORE VOLATILE AND MORE SUSCEPTIBLE TO PRICE FLUCTUATIONS
OR COMMODITY FUTURES CONTRACTS THAN A BROADER COMMODITIES INDEX — The Index may be more volatile and susceptible to price
fluctuations than a broader commodities index, such as the S&P GSCI™. In contrast to the S&P GSCI™, which includes
contracts on crude oil and non-crude oil commodities, the Index comprises contracts only on crude oil. As a result, price volatility
in the contracts included in the Index will likely have a greater impact on the Index than it would on the broader S&P GSCI™.
In addition, because the Index omits principal market sectors composing the S&P GSCI™, it will be less representative
of the economy and commodity markets as a whole and will therefore not serve as a reliable benchmark for commodity market performance
generally. |
| · | OWNING THE NOTES IS NOT THE SAME AS OWNING ANY COMMODITIES OR COMMODITY
FUTURES CONTRACTS — The return on your notes will not reflect the return you would realize if you actually purchased
the futures contracts that compose the Index, the commodities upon which the futures contracts that compose the Index are based,
or exchange-traded or over-the-counter instruments based on the Index. You will not have any rights that holders of such assets
or instruments have. |
| · | HIGHER FUTURES PRICES OF THE COMMODITY
FUTURES CONTRACTS UNDERLYING THE INDEX RELATIVE TO THE CURRENT PRICES OF SUCH CONTRACTS MAY AFFECT THE VALUE OF THE INDEX AND THE
VALUE OF THE NOTES — The Index is composed of futures contracts on physical commodities. Unlike equities, which typically
entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery
of the underlying physical commodity. As the exchange-traded futures contracts that compose the Index approach expiration, they
are replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August may specify
an October expiration. As time passes, the contract expiring in October is replaced with a contract for delivery in November. This
process is referred to as “rolling.” If the market for these contracts is (putting aside other considerations) in “contango,”
where the prices are higher in the distant delivery months than in the nearer delivery months, the purchase of the November contract
would take place at a price that is higher than the price of the October contract, thereby creating a negative “roll
yield.” Contango could adversely affect the value of the Index and thus the value of notes linked to the Index. The futures
contracts underlying the Index have historically been in contango. |
| · | SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE COMMODITY MARKETS
AND RELATED FUTURES MARKETS MAY ADVERSELY AFFECT THE LEVEL OF THE INDEX, AND THEREFORE THE VALUE OF THE NOTES — The commodity
markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the
markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some
foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may occur during a single
day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of
a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has
been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading
in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could
adversely affect the level of the Index and, therefore, the value of your notes. |
| · | THE NOTES ARE LINKED TO AN EXCESS RETURN INDEX AND NOT A TOTAL RETURN
INDEX — The notes are linked to an excess return index and not a total return index. An excess return index, such
as the Index, reflects the returns that are potentially available through an unleveraged investment in the contracts composing
that index. By contrast, a “total return” index, in addition to reflecting those returns, also reflects interest
that could be earned on funds committed to the trading of the underlying futures contracts. |
| · | NO INTEREST PAYMENTS — As a holder of the notes, you will
not receive any interest payments. |
| · | LACK OF LIQUIDITY — The notes will not be listed on any
securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if
there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other
dealers are not likely to make a secondary market for the notes, 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. |
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Historical Information
The following graph sets forth the historical performance
of the Index based on the weekly historical closing levels of the Index from January 4, 2010 through July 17, 2015. The closing
level of the Index on July 23, 2015 was 233.8386. We obtained the closing levels of the Index above and below from the Bloomberg
Professional® service (“Bloomberg”), without independent verification.
The historical closing levels of the Index should not be taken
as an indication of future performance, and no assurance can be given as to the closing level of the Index on any Review Date or
Ending Averaging Date. We cannot give you assurance that the performance of the Index will result in the return of any of your
principal amount.
JPMS’s Estimated Value of the Notes
JPMS’s 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 our internal funding rate for structured debt described below,
and (2) the derivative or derivatives underlying the economic terms of the notes. JPMS’s estimated value 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 JPMS’s estimated value generally represents a discount from the credit spreads
for our conventional fixed-rate debt. For additional information, see “Selected Risk Considerations — JPMS’s
Estimated Value Is Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt.” The value of the
derivative or derivatives underlying the economic terms of the notes is derived from JPMS’s internal pricing models. 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, interest rates and other factors, as well as assumptions
about future market events and/or environments. Accordingly, JPMS’s 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. See “Selected
Risk Considerations — JPMS’s Estimated Value Does Not Represent Future Values of the Notes and May Differ from Others’
Estimates.”
JPMS’s estimated value of the notes is 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. We or one or more of our affiliates will retain any profits realized in hedging our obligations under
the notes. See “Selected Risk Considerations — JPMS’s Estimated Value of the Notes Is 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 “Selected Risk Considerations — Secondary Market Prices of the Notes Will Be Impacted
by Many Economic and Market Factors” in this pricing 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 that 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
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costs are incurred, as determined by JPMS. 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 JPMS’s Then-Current Estimated Value of the Notes for a Limited Time Period.”
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 Examples of Amount Payable
upon Automatic Call or at Maturity” in this pricing supplement for an illustration of the risk-return profile of the notes
and “Selected Purchase Considerations — Return Linked to the S&P GSCITM Crude Oil Index Excess Return”
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 JPMS’s
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.
Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as our
special products counsel, when the notes offered by this pricing supplement have been executed and issued by us and authenticated
by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be our valid and
binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including,
without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses
no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date hereof and is limited to the federal laws of the United States of America,
the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject
to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication
of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in
the letter of such counsel dated November 7, 2014, which was filed as an exhibit to the Registration Statement on Form S-3 by us
on November 7, 2014.
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