Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-209682 and 333-209682-01
Pricing Supplement to the Prospectus and Prospectus Supplement,
each dated April 15, 2016
, the
Underlying Supplement No. 1-I dated April 15, 2016
and the
Product
Supplement No. 4-I dated April 15, 2016
JPMorgan Chase Financial
Company LLC
Medium-Term Notes, Series A
$8,469,000
Digital Equity Notes due 2017
(Linked to the EURO STOXX 50
®
Index)
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes do not bear interest.
The amount that you will be paid on your notes on the stated maturity date (November 24, 2017, subject to adjustment)
is based on the performance of the EURO STOXX 50
®
Index (which we refer to as the underlier) as measured from and including the trade date (October 18, 2016) to and including the determination
date (November 20, 2017, subject to adjustment). If the final underlier level on the determination date is greater than or equal to 90.00% of the initial underlier level, the return on your notes will be equal to the threshold settlement amount
of $1,090.50 for each $1,000 principal amount note. If the final underlier level declines by more than 10.00% from the initial underlier level, the return on your notes will be negative.
You could lose your entire investment in the
notes.
Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC (JPMorgan Financial), as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the
notes.
To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level
from the initial underlier level. On the stated maturity date, for each $1,000 principal amount note, you will receive an amount in cash equal to:
|
|
if the underlier return is
greater than or equal to
-10.00% (the final underlier level is
greater than or equal to
90.00% of the initial underlier level), the threshold settlement amount; or
|
|
|
if the underlier return is
below
-10.00% (the final underlier level is
less than
the initial underlier level by more than 10.00%), the
sum
of (i) $1,000
plus
(ii) the
product
of (a)
$1,000
times
(b) approximately 1.1111
times
(c) the sum of the underlier return
plus
10.00%. You will receive less than $1,000.
|
Your investment in the notes involves certain risks, including, among other things, our credit risk. See Risk Factors on page PS-10 of the
accompanying product supplement, Risk Factors on page US-2 of the accompanying underlying supplement and Selected Risk Factors on page PS-12 of this pricing supplement.
The foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided herein so that you may better understand the
terms and risks of your investment.
The estimated value of the notes, when the terms of the notes were set, was $985.50 per $1,000 principal amount
note.
See Summary Information The Estimated Value of the Notes on page PS-7 of this pricing supplement for additional information about the estimated value of the notes and Summary Information
Secondary Market Prices of the Notes on page PS-8 of this pricing supplement for information about secondary market prices of the notes.
Original
issue date (settlement date):
October 25, 2016
Original issue price:
100.00% of the principal amount*
Underwriting commission/discount:
1.13% of the principal amount*
Net proceeds to the issuer:
98.87% of the principal amount
See Summary
Information Supplemental Use of Proceeds on page PS-8 of this pricing supplement for information about the components of the original issue price of the notes.
*
J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of 1.13% of the principal
amount it receives from us to an unaffiliated dealer. See Plan of Distribution (Conflicts of Interest) on page PS-88 of the accompanying product supplement. The original issue price is 98.87% of the principal amount for
investors in certain fee-based advisory accounts; see Summary Information Key Terms Supplemental Plan of Distribution on page PS-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the SEC) nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this pricing supplement, the accompanying product supplement, the accompanying underlying supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
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 dated October 18, 2016
The original issue price, fees and commissions and net proceeds listed above relate to the notes we sell initially. We
may decide to sell additional notes after the date of this pricing supplement, at issue prices and with fees and commission and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your
investment in notes will depend in part on the price you pay for your notes.
We may use this pricing supplement in the initial sale of the notes. In addition,
JPMS or any other affiliate of ours may use this pricing supplement in a market-making transaction in a note after its initial sale.
Unless JPMS or its agents inform the purchaser otherwise in the confirmation of sale, this pricing
supplement is being used in a market-making transaction.
SUMMARY INFORMATION
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement, relating to our Series A medium-term notes of which these notes are a part, and the more detailed information contained in the accompanying product supplement and the accompanying underlying supplement.
This pricing
supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours.
You should carefully consider, among other things, the matters set forth in the Risk
Factors sections of the accompanying product supplement and the accompanying underlying supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax,
accounting and other advisers before you invest in the notes.
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):
|
●
|
|
Product supplement no. 4-I dated April 15, 2016:
|
http://www.sec.gov/Archives/edgar/data/19617/000095010316012644/crt_dp64831-424b2.pdf
|
●
|
|
Underlying supplement no. 1-I dated April 15, 2016:
|
http://www.sec.gov/Archives/edgar/data/19617/000095010316012649/crt-dp64909_424b2.pdf
|
●
|
|
Prospectus supplement and prospectus, each dated April 15, 2016:
|
http://www.sec.gov/Archives/edgar/data/19617/000095010316012636/crt_dp64952-424b2.pdf
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.
Key Terms
Issuer:
JPMorgan Chase Financial Company LLC
Guarantor:
JPMorgan Chase & Co.
Underlier:
the EURO STOXX 50
®
Index (Bloomberg symbol, SX5E
Index), as calculated, maintained and published by STOXX Limited (STOXX Limited). The accompanying product supplement refers to the underlier as the Index.
Principal amount:
each note will have a principal amount of $1,000; $8,469,000 in the aggregate for all the offered notes; the aggregate principal amount of the
offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount of the offered notes on a date subsequent to the date of this pricing supplement
Purchase at amount other than principal amount:
the amount we will pay you at the stated maturity date for your notes will not be adjusted based on the price you
pay for your notes, so if you acquire notes at a premium (or discount) to the principal amount and hold them to the stated maturity date, it could affect your investment in a number of ways. The return on your investment in the notes will be
lower (or higher) than it would have been had you purchased the notes at the principal amount. Also, the stated threshold level would not offer the same benefit to your investment as would be the case if you had purchased the notes at the
principal amount. Additionally, the cap level would be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See Selected Risk Factors If You Purchase Your Notes at a
Premium to the Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected on page PS-15 of this pricing
supplement.
PS-3
Payment on the stated maturity date:
for each $1,000 principal amount note, we will pay you on the stated maturity
date an amount in cash equal to:
|
|
if the final underlier level is
greater than
or
equal to
the threshold level, the threshold settlement amount; or
|
|
|
if the final underlier level is
less than
the threshold level, the
sum
of (i) $1,000
plus
(ii) the
product
of (a) $1,000
times
(b) the buffer rate
times
(c) the sum of the
underlier return
plus
the buffer amount. You will receive less than $1,000.
|
Initial underlier level (the closing level of the
underlier on the trade date):
3,046.99. The accompanying product supplement refers to the initial underlier level as the Initial Value.
Final underlier level:
the closing level of the underlier on the determination date. In certain circumstances, the closing level of the underlier will be
based on the alternative calculation of the underlier described under General Terms of Notes Postponement of a Determination Date Notes Linked to a Single Underlying Notes Linked to a Single Underlying (Other Than a
Commodity Index) on page PS-45 of the accompanying product supplement or The Underlyings Indices Discontinuation of an Index; Alteration of Method of Calculation on page PS-70 of the accompanying product
supplement. The accompanying product supplement refers to the final underlier level as the Final Value.
Underlier return:
the
quotient
of (i) the final underlier level
minus
the initial underlier level
divided
by (ii) the initial underlier level, expressed as a percentage
Cap level:
109.05% of the initial underlier level
Threshold settlement
amount:
$1,090.50
Threshold level:
90.00% of the initial underlier level
Buffer amount:
10.00%
Buffer rate:
the
quotient
of the
initial underlier level
divided
by the threshold level, which equals approximately 1.1111
Trade date:
October 18, 2016
Original issue date (settlement date):
October 25, 2016
Determination
date:
November 20, 2017, subject to postponement in the event of a market disruption event and as described under General Terms of Notes Postponement of a Determination Date Notes Linked to a Single Underlying Notes
Linked to a Single Underlying (Other Than a Commodity Index) on page PS-45 of the accompanying product supplement
Stated maturity date:
November 24,
2017, subject to postponement in the event of a market disruption event and as described under General Terms of Notes Postponement of a Payment Date on page PS-45 of the accompanying product supplement. The accompanying
product supplement refers to the stated maturity date as the maturity date.
No interest:
The offered notes do not bear interest.
No listing:
The offered notes will not be listed on any securities exchange or interdealer quotation system.
No redemption:
The offered notes will not be subject to redemption right or price dependent redemption right.
Closing level:
as described under The Underlyings Indices Level of an Index on page PS-66 of the accompanying product supplement
PS-4
Business day:
as described under General Terms of Notes Postponement of a Payment Date on page
PS-45 of the accompanying product supplement
Scheduled trading day:
notwithstanding anything to the contrary under General Terms of Notes
Postponement of a Determination Date Additional Defined Terms on page PS-49 of the accompanying product supplement, for the purposes of the notes offered by this pricing supplement, a scheduled trading day means, with
respect to the underlier or any relevant successor index (as defined in the accompanying product supplement), a day, as determined by the calculation agent, on which (i) the Index Sponsor (as defined in the accompanying product supplement) of the
underlier or that successor index, as applicable, is scheduled to publish the closing level of the underlier or that successor index, as applicable, and (ii) each exchange or quotation system where trading has a material effect (as determined by the
calculation agent) on the overall market for futures or options contracts relating to the underlier or that successor index, as applicable, is scheduled to be open for trading for its regular trading session.
Disrupted day:
notwithstanding anything to the contrary under General Terms of Notes Postponement of a Determination Date Additional Defined
Terms on page PS-49 of the accompanying product supplement, for the purposes of the notes offered by this pricing supplement, a disrupted day means, with respect to the underlier or any relevant successor index, (a) a day that is
not a scheduled trading day or (b) a scheduled trading day on which (i) the closing level of the underlier or that successor index, as applicable, is not calculated and published by the Index Sponsor of the underlier or that successor index, as
applicable, (ii) any exchange or quotation system where trading has a material effect (as determined by the calculation agent) on the overall market for futures or options contracts relating to the underlier or that successor index, as applicable,
fails to open for trading during its regular trading session or (iii) a market disruption event has occurred.
Use of proceeds and hedging:
as described
under Use of Proceeds and Hedging on page PS-44 of the accompanying product supplement, as supplemented by Supplemental Use of Proceeds below
Tax treatment:
You should review carefully the section entitled Material U.S. Federal Income Tax Consequences in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of
owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as open
transactions that are not debt instruments for U.S. federal income tax purposes, as more fully described in Material U.S. Federal Income Tax Consequences Tax Consequences to U.S. Holders Notes Treated as Open Transactions
That Are Not Debt Instruments in the accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than a year,
whether or not you are an initial purchaser of notes at the issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the 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 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.
PS-5
Withholding under legislation commonly referred to as FATCA may (if the notes are recharacterized as debt
instruments) apply to amounts treated as interest paid with respect to the notes. Under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other than any amount treated as interest) of a taxable
disposition, including redemption at maturity, of the notes. You should consult your tax adviser regarding the potential application of FATCA to the notes.
ERISA:
as described under Benefit Plan Investor Considerations on page PS-100 of the accompanying product supplement
Supplemental plan of distribution:
as described under Plan of Distribution (Conflicts of Interest) on page PS-88 of the accompanying product
supplement; we estimate that our share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $10,000. We have agreed to sell to JPMS, and JPMS has agreed to purchase from us, the aggregate
principal amount of the notes specified on the front cover of this pricing supplement. JPMS proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this pricing supplement, and to certain
unaffiliated securities dealers at that price less a concession of 1.13% of the principal amount. The original issue price for notes purchased by certain fee-based advisory accounts is 98.87% of the principal amount of the notes, which reduces
the selling commissions specified on the cover of this pricing supplement with respect to those notes to 0.00%.
We will deliver the notes against payment therefor
in New York, New York on October 25, 2016, which is the fifth scheduled business day following the date of this pricing supplement and of the pricing of the notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in
the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to three business days before
delivery will be required, by virtue of the fact that the notes will initially settle in five business days (T + 5), to specify alternative settlement arrangements to prevent a failed settlement.
Conflicts of interest:
JPMS has a conflict of interest within the meaning of FINRA Rule 5121 in any offering of the notes in which it participates
because JPMorgan Chase & Co. owns, directly or indirectly, all of the outstanding equity securities of JPMS, because JPMS and we are under common control by JPMorgan Chase & Co. and because the net proceeds received from the sale of the
notes will be used, in part, by JPMS or its affiliates in connection with hedging our obligations under the notes. The offering of the notes will comply with the requirements of Rule 5121 of Financial Industry Regulatory Authority, Inc.
(FINRA) regarding a FINRA member firms underwriting of securities of an affiliate. In accordance with FINRA Rule 5121, neither JPMS nor any other affiliated agent of ours may make sales in the offering of the notes to any of its
discretionary accounts without the specific written approval of the customer.
Calculation agent:
JPMS
CUSIP no.:
46646ET85
ISIN no.:
US46646ET859
FDIC:
the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.
Supplemental Terms of the Notes
For purposes of the notes offered by this pricing supplement:
(a) any reference to
the commencement of the market disruption event (or prior to the non-trading day) under Description of Notes Postponement of a Determination Date Notes Linked to a Single Underlying Notes Linked to a Single
Underlying (Other Than a Commodity Index in the accompanying product supplement will be deemed to refer to the commencement of the initial Disrupted Day; and
(b) all references to each of the following terms used in the accompanying product supplement will be deemed to refer to the corresponding term used in this pricing
supplement, as set forth in the table below:
PS-6
|
|
|
Product Supplement Term
|
|
Pricing Supplement Term
|
Index
|
|
underlier
|
Initial Value
|
|
initial underlier level
|
Final Value
|
|
final underlier level
|
pricing date
|
|
trade date
|
maturity date
|
|
stated maturity date
|
term sheet
|
|
preliminary pricing supplement
|
In addition, the following terms used in this pricing supplement are not defined in the accompanying product supplement: underlier
return, threshold settlement amount, cap level, threshold level, buffer amount and buffer rate. Accordingly, please refer to Key Terms on page PS-3 of this pricing supplement for the definitions of these terms.
The Estimated Value of the Notes
The estimated value of the
notes when the terms of the notes are set, which we refer to as 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 Factors The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate on page PS-13 of 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. See Selected Risk Factors The Estimated Value of the Notes Does Not Represent
Future Values of the Notes and May Differ from Others Estimates on page PS-13 of this pricing supplement.
The 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 the
unaffiliated dealer, 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 realized in hedging our
obligations under the notes, if any, 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 Factors The Estimated Value of
the Notes Is Lower Than the Original Issue Price of the Notes on page PS-13 of 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 Factors Secondary Market Prices
of the Notes Will Be Impacted by Many Economic and Market Factors on page PS-14 of 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 the period from the date of this pricing supplement through January 18, 2017. 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
PS-7
activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See Selected Risk Factors 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 on page PS-13 of this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet
investor demand for products that reflect the risk-return profile and market exposure provided by the notes. See Hypothetical Examples on page PS-9 of this pricing supplement for an illustration of the risk-return profile of the
notes and The Underlier on page PS-17 of 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 the unaffiliated dealer, 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 and the
Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes
offered by this pricing supplement have been executed and issued by JPMorgan Financial and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations
of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co., 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 laws of the State of New York,
the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustees 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 February 24, 2016, which was filed as an exhibit to the
Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2016.
PS-8
HYPOTHETICAL EXAMPLES
The following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results
and are intended merely to illustrate the impact that the various hypothetical underlier levels on the determination date could have on the payment at maturity assuming all other variables remain constant.
The examples below are based on a range of final underlier levels that are entirely hypothetical; no one can predict what the underlier level will be on any day
throughout the term of your notes, and no one can predict what the final underlier level will be on the determination date. The underlier has been highly volatile in the past meaning that the underlier level has changed considerably in
relatively short periods and its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical
rates of return on the offered notes assuming that they are purchased on the original issue date at the principal amount and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your
return will depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below, such as interest rates, the volatility of the underlier and our and JPMorgan Chase
& Co.s creditworthiness. In addition, the estimated value of the notes is less than the original issue price. For more information on the estimated value of the notes, see Summary Information The Estimated Value of
the Notes on page PS-7 of this pricing supplement. The information in the table also reflects the key terms and assumptions in the box below.
|
|
|
Key Terms and Assumptions
|
Principal amount
|
|
$1,000
|
Cap level
|
|
109.05% of the initial underlier level
|
Threshold settlement
amount
|
|
$1,090.50
|
Threshold level
|
|
90.00% of the initial underlier level
|
Buffer rate
|
|
approximately 1.1111
|
Buffer amount
|
|
10.00%
|
The originally scheduled determination date is not a disrupted
day.
During the term of the notes, the underlier is not discontinued, the method of calculating
the underlier does not change in any material respect and the underlier is not modified so that its level does not, in the opinion of the calculation agent, fairly represent the level of the underlier had those modifications not been made
Notes purchased on original issue date at the principal amount and held to the stated maturity
date
|
For these reasons, the actual performance of the underlier over the term of your notes, as well as the amount payable at maturity, if
any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier during recent periods, see
The Underlier Historical Closing Levels of the Underlier below. Before investing in the offered notes, you should consult publicly available information to determine the levels of the underlier between the date of this
pricing supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do not take into account the effects of
applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.
The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of the initial underlier level. The
amounts in the right column represent the hypothetical payments at maturity, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level), and are expressed as percentages of the principal
amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical
PS-9
payment at maturity of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding principal amount of the offered notes on the stated maturity date
would equal 100.000% of the principal amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the assumptions noted above.
|
|
|
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level)
|
|
Hypothetical Payment at Maturity
(as Percentage of Principal Amount)
|
150.000%
|
|
109.050%
|
140.000%
|
|
109.050%
|
130.000%
|
|
109.050%
|
120.000%
|
|
109.050%
|
110.000%
|
|
109.050%
|
105.000%
|
|
109.050%
|
102.500%
|
|
109.050%
|
101.000%
|
|
109.050%
|
100.000%
|
|
109.050%
|
95.000%
|
|
109.050%
|
90.000%
|
|
109.050%
|
89.990%
|
|
99.989%
|
80.000%
|
|
88.889%
|
75.000%
|
|
83.333%
|
50.000%
|
|
55.556%
|
25.000%
|
|
27.778%
|
0.000%
|
|
0.000%
|
If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the payment that we would
deliver on your notes at maturity would be approximately 27.778% of the principal amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the principal amount and held them to
the stated maturity date, you would lose approximately 72.222% of your investment (if you purchased your notes at a premium to principal amount you would lose a correspondingly higher percentage of your investment). In addition, if the final
underlier level were determined to be 150.000% of the initial underlier level, the payment that we would deliver on your notes at maturity would be capped at the threshold settlement amount (expressed as a percentage of the principal amount), or
109.050% of each $1,000 principal amount note, as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in the final underlier level over 109.050% of the initial
underlier level.
The following chart also shows a graphical illustration of the hypothetical payments at maturity (expressed as a percentage of the principal
amount of your notes) that we would pay on your notes on the stated maturity date, if the final underlier level (expressed as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The
chart shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than 90.000% (the section left of the 90.000% marker on the horizontal axis) would result in a hypothetical payment at
maturity of less than 100.000% of the principal amount of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes. The chart also shows that any hypothetical
final underlier level (expressed as a percentage of the initial underlier level) of greater than or equal to 90.000% (the section right of the 90.000% marker on the horizontal axis) would result in a capped return on your investment.
PS-10
The payments at maturity shown above are entirely hypothetical; they are based on closing levels for the underlier that may not be
achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little
relation to the hypothetical payments at maturity shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical payments at maturity on notes held to the
stated maturity date in the examples above assume you purchased your notes at their principal amount and have not been adjusted to reflect the actual price you pay for your notes. The return on your investment (whether positive or negative) in
your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the principal amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical
returns suggested by the above examples. Please read Selected Risk Factors Secondary Market Prices of the Notes Will Be Impacted by Many Economic and Market Factors on page PS-14 of this pricing supplement.
The hypothetical returns on the notes shown above apply
only if you hold the notes for their entire term
. 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 shown above would likely be lower.
|
|
|
We cannot predict the actual final underlier level or what the market value
of your notes will be on any particular day, nor can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if any, at
maturity and the rate of return on the offered notes will depend on the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be
inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected in the table and chart above.
|
|
|
PS-11
SELECTED RISK FACTORS
|
|
|
An investment in your notes is subject to the risks described below, as well as the risks described under the
Risk Factors sections of the accompanying product supplement and the accompanying underlying supplement. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing
directly in the underlier stocks, i.e., the stocks underlying the underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.
|
|
|
You May Lose Some or All of Your Investment in the Notes
The notes do not guarantee any return of principal. The return on the notes at maturity is linked to the performance of the underlier and will depend on whether
the final underlier level is less than the initial underlier level by more than 10%. Your investment will be exposed to loss on a leveraged basis if the final underlier level is less than the initial underlier level by more than 10%. For
every 1% that the final underlier level is less than the initial underlier level by more than 10%, you will lose an amount equal to approximately 1.1111% of the principal amount of your notes. Accordingly, you could lose some or all of your
initial investment at maturity. Also, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated
maturity date, you may receive far less than the amount of your investment in the notes.
Your Maximum Gain on the Notes Is Limited to the
Threshold Settlement Amount
If the final underlier level is greater than or equal to 90.00% of the initial underlier level, for each $1,000 principal amount
note, you will receive at maturity a payment that will not exceed the threshold settlement amount, regardless of the appreciation in the underlier, which may be significant. Accordingly, the amount payable on your notes may be significantly
less than it would have been had you invested directly in the underlier. The threshold settlement amount is $1,090.50.
The Notes Are Subject
to the Credit Risks of JPMorgan Financial and JPMorgan Chase & Co.
The notes are subject to our and JPMorgan Chase & Co.s credit risks, and our
and JPMorgan Chase & Co.s credit ratings and credit spreads may adversely affect the market value of the notes. 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.
Potential
Conflicts of Interest
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. Also, the distributor from which you purchase the notes may
conduct hedging activities for us in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.s economic
PS-12
interests, the economic interests of any distributor performing such duties 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 and JPMorgan Chase & Co.s business activities, and the business activities of any distributor from which you purchase the notes, including hedging and trading activities, could cause
our and JPMorgan Chase & Co.s 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. If the distributor from which you purchase notes is to conduct hedging activities for us in connection with the notes, that
distributor may profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential to earn
fees in connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition to the compensation they would receive for the sale of the notes. Please refer to Risk Factors Risks
Relating to Conflicts of Interest on page PS-16 of the accompanying product supplement for additional information about these risks.
The
Estimated Value of the Notes Is Lower Than the Original Issue Price 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 exceeds 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
Summary Information The Estimated Value of the Notes on page PS-7 of this pricing supplement.
The Estimated Value of the Notes
Does Not Represent Future Values of the Notes and May Differ from Others Estimates
The estimated value of the notes is determined by reference to
internal pricing models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on market conditions and other relevant factors existing at that time and assumptions about market parameters, which can
include volatility, dividend rates, interest rates and other factors. 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. See Summary
Information The Estimated Value of the Notes on page PS-7 of this pricing supplement.
The Estimated Value of the Notes Is Derived by
Reference to an Internal Funding Rate
The internal funding rate used in the determination of the estimated value of the notes is based on, among other things,
our and our affiliates view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase
& Co. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. See Summary Information The Estimated
Value of the Notes on page PS-7 of 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. These costs can
include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for
PS-13
structured debt issuances. See Summary Information Secondary Market Prices of the Notes on page PS-8 of 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 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 on page PS-15 of this pricing supplement.
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 underlier, including:
|
|
any actual or potential change in our or JPMorgan Chase & Co.s creditworthiness or credit spreads;
|
|
|
customary bid-ask spreads for similarly sized trades;
|
|
|
our internal secondary market funding rates for structured debt issuances;
|
|
|
the actual and expected volatility of the underlier;
|
|
|
the time to maturity of the notes;
|
|
|
the dividend rates on the underlier stocks;
|
|
|
interest and yield rates in the market generally;
|
|
|
the exchange rates and the volatility of the exchange rates between the U.S. dollar and the currencies in which the underlier stocks are traded and the correlation between those rates and the closing levels of the
underlier; and
|
|
|
a variety of other economic, financial, political, regulatory 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 Sell an Additional Aggregate Principal Amount of the Notes at a Different Issue
Price
At our sole option, we may decide to sell an additional aggregate principal amount of the notes subsequent to the date of this pricing
supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.
PS-14
If You Purchase Your Notes at a Premium to the Principal Amount, the Return on Your Investment Will Be
Lower Than the Return on Notes Purchased at the Principal Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected
The amount you
will be paid for your notes on the stated maturity date will not be adjusted based on the price you pay for the notes. If you purchase notes at a price that differs from the principal amount of the notes, then the return on your investment in
the notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at the principal amount. If you purchase your notes at a premium to the principal amount and hold them to the stated
maturity date the return on your investment in the notes will be lower than it would have been had you purchased the notes at the principal amount or a discount to the principal amount. In addition, the impact of the threshold level and the cap
level on the return on your investment will depend upon the price you pay for your notes relative to the principal amount. For example, if you purchase your notes at a premium to the principal amount, the cap level will permit only a lower
percentage increase in your investment in the notes than would have been the case for notes purchased at the principal amount or a discount to the principal amount. Similarly, the threshold level, while still providing an increase in the return
on the notes if the final underlier level is greater than or equal to the threshold level but less than the cap level, will allow a greater percentage decrease in your investment in the notes than would have been the case for notes purchased at the
principal amount or a discount to the principal amount.
No Interest or Dividend Payments or Voting Rights
As a holder of the notes, you will not receive interest payments. As a result, even if the amount payable for your notes on the stated maturity date exceeds the
principal amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-index-linked debt security of comparable maturity that bears interest at a prevailing market rate. In
addition, as a holder of the notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the underlier stocks would have.
The Notes Do Not Provide Direct Exposure to Fluctuations in Foreign Exchange Rates
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the underlier stocks are based,
although any currency fluctuations could affect the performance of the underlier. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the notes, you will not receive any additional
payment or incur any reduction in your payment at maturity.
The Notes Are Subject to Risks Associated with Securities Issued by Non-U.S.
Companies
The underlier stocks have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities
involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in
companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and
generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in foreign
markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.
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.
PS-15
The Tax Consequences of an Investment in the Notes Are Uncertain
There is no direct legal authority as to the proper U.S. federal income tax characterization of the notes, and we do not intend to request a ruling from the
IRS. The IRS might not accept, and a court might not uphold, the treatment of the notes described in Key Terms Tax treatment in this pricing supplement and in Material U.S. Federal Income Tax Consequences in the
accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the notes, the timing and character of any income or loss on the notes could differ materially and adversely from our description
herein. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of prepaid forward contracts and similar instruments. The notice focuses in particular on whether
to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of
factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the constructive ownership regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice
requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should review carefully the section entitled Material U.S. Federal Income Tax Consequences in the accompanying product supplement and 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.
PS-16
THE UNDERLIER
The EURO STOXX 50
®
Index consists of 50 component stocks of market sector leaders from within the Eurozone. The
EURO STOXX 50
®
Index and STOXX
®
are the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland
and/or its licensors (the Licensors), which are used under license. The notes based on the EURO STOXX 50
®
Index are in no way sponsored, endorsed, sold or promoted by STOXX
Limited and its Licensors and neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. For additional information about the EURO STOXX 50
®
Index, see
the information set forth under Equity Index Descriptions The EURO STOXX 50
®
Index on page US-23 of the accompanying underlying supplement.
Historical Closing Levels of the Underlier
The closing level
of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during any period shown below is not an indication that the
underlier is more or less likely to increase or decrease at any time during the term of your notes.
You should not take the historical levels of the underlier
as an indication of the future performance of the underlier.
We cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in a return of any of your initial investment on the stated
maturity date. In light of the increased volatility currently being experienced by the financial services sector and U.S. and global securities markets, and recent market declines, it may be substantially more likely that you could lose all or
a substantial portion of your investment in the notes.
Neither we nor any of our affiliates make any representation to you as to the performance of the underlier.
The actual performance of the underlier over the term of the offered notes, as well as the amount payable at maturity, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the underlier on each day from January 3, 2011 through October 18, 2016. The closing level of the underlier on October 18,
2016 was 3,046.99. We obtained the closing levels listed in the graph above and below from the Bloomberg Professional
®
service (Bloomberg), without independent
verification.
PS-17
We and JPMorgan Chase & Co. have not authorized anyone to provide any information other than that contained or
incorporated by reference in this pricing supplement, the accompanying underlying supplement, the accompanying product supplement and the accompanying prospectus supplement and prospectus with respect to the notes offered by this pricing supplement
and with respect to JPMorgan Financial or JPMorgan Chase & Co. We and JPMorgan Chase & Co. take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This
pricing supplement, together with the accompanying underlying supplement, the accompanying product supplement and the accompanying prospectus supplement and prospectus, 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. The information in this pricing supplement, the accompanying underlying supplement, the accompanying product supplement and the accompanying prospectus supplement and prospectus may be accurate only as of the dates of each of
these documents, respectively. This pricing supplement, the accompanying underlying supplement, the accompanying product supplement and the accompanying prospectus supplement and prospectus do not constitute an offer to sell or a solicitation
of an offer to buy the notes in any circumstances in which such offer or solicitation is unlawful.
TABLE OF CONTENTS
Pricing Supplement
|
|
|
|
|
|
|
Page
|
|
Summary Information
|
|
|
PS-3
|
|
Hypothetical Examples
|
|
|
PS-9
|
|
Selected Risk Factors
|
|
|
PS-12
|
|
The Underlier
|
|
|
PS-17
|
|
|
Product Supplement No. 4-I dated April 15, 2016
|
|
Description of Notes
|
|
|
PS-1
|
|
Estimated Value and Secondary Market Prices of the Notes
|
|
|
PS-8
|
|
Risk Factors
|
|
|
PS-10
|
|
Use of Proceeds and Hedging
|
|
|
PS-44
|
|
General Terms of Notes
|
|
|
PS-45
|
|
The Underlyings
|
|
|
PS-54
|
|
Material U.S. Federal Income Tax Consequences
|
|
|
PS-78
|
|
Plan of Distribution (Conflicts of Interest)
|
|
|
PS-88
|
|
Notice to Investors
|
|
|
PS-90
|
|
Benefit Plan Investor Considerations
|
|
|
PS-100
|
|
|
Underlying Supplement No. 1-I dated April 15, 2016
|
|
Supplemental Terms of Notes
|
|
|
US-1
|
|
Risk Factors
|
|
|
US-2
|
|
Equity Index Descriptions
|
|
|
US-21
|
|
The Dow Jones Industrial Average
TM
|
|
|
US-21
|
|
The EURO STOXX 50
®
Index
|
|
|
US-23
|
|
The EURO STOXX
®
Banks Index
|
|
|
US-27
|
|
The FTSE
®
100 Index
|
|
|
US-31
|
|
The JPX-Nikkei Index 400
|
|
|
US-33
|
|
The MSCI Indices
|
|
|
US-36
|
|
The MSCI 25/50 Indices
|
|
|
US-48
|
|
The NASDAQ-100 Index
®
|
|
|
US-53
|
|
The Nikkei 225 Index
|
|
|
US-58
|
|
The Russell Indices
|
|
|
US-62
|
|
The S&P/ASX 200 Index
|
|
|
US-73
|
|
The S&P Select Industry Indices
|
|
|
US-78
|
|
The S&P Select Sector Indices
|
|
|
US-85
|
|
The S&P U.S. Indices
|
|
|
US-89
|
|
The Swiss Market Index
|
|
|
US-95
|
|
The TOPIX
®
Index
|
|
|
US-97
|
|
Commodity Index Descriptions
|
|
|
US-100
|
|
The Bloomberg Commodity Indices
|
|
|
US-100
|
|
The S&P GSCI
®
Indices
|
|
|
US-111
|
|
Fund Descriptions
|
|
|
US-120
|
|
The iShares
®
20+ Year Treasury Bond ETF
|
|
|
US-120
|
|
The iShares
®
ETFs
|
|
|
US-124
|
|
The Market Vectors Gold Miners ETF
|
|
|
US-128
|
|
The Select Sector SPDR
®
Funds
|
|
|
US-132
|
|
The SPDR
®
EURO STOXX
®
ETF
|
|
|
US-134
|
|
The SPDR
®
Gold Trust
|
|
|
US-135
|
|
The SPDR
®
S&P 500
®
ETF Trust
|
|
|
US-136
|
|
The SPDR
®
S&P
®
Industry ETFs
|
|
|
US-137
|
|
The United States Oil Fund, LP
|
|
|
US-139
|
|
The Vanguard FTSE Emerging Markets ETF
|
|
|
US-140
|
|
The Vanguard Total Stock Market ETF
|
|
|
US-151
|
|
The WisdomTree Japan Hedged Equity Fund
|
|
|
US-157
|
|
|
Prospectus Supplement dated April 15, 2016
|
|
About This Prospectus Supplement
|
|
|
S-1
|
|
Foreign Currency Risks
|
|
|
S-2
|
|
Description of Notes of JPMorgan Chase & Co.
|
|
|
S-4
|
|
Description of Warrants of JPMorgan Chase & Co.
|
|
|
S-10
|
|
|
|
|
|
|
Description of Units of JPMorgan Chase & Co.
|
|
|
S-13
|
|
Description of Notes of JPMorgan Chase Financial Company LLC
|
|
|
S-16
|
|
Description of Warrants of JPMorgan Chase Financial Company LLC
|
|
|
S-22
|
|
United States Federal Taxation
|
|
|
S-27
|
|
Plan of Distribution (Conflicts of Interest)
|
|
|
S-28
|
|
|
Prospectus dated April 15, 2016
|
|
Where You Can Find More Information
|
|
|
1
|
|
JPMorgan Chase & Co.
|
|
|
2
|
|
JPMorgan Chase Financial Company LLC.
|
|
|
2
|
|
Consolidated Ratios of Earnings to Fixed Charges
|
|
|
3
|
|
Use of Proceeds
|
|
|
3
|
|
Important Factors That May Affect Future Results
|
|
|
4
|
|
Description of Debt Securities of JPMorgan Chase & Co.
|
|
|
6
|
|
Description of Warrants of JPMorgan Chase & Co.
|
|
|
12
|
|
Description of Units of JPMorgan Chase & Co.
|
|
|
15
|
|
Description of Purchase Contracts of JPMorgan Chase & Co.
|
|
|
17
|
|
Description of Debt Securities of JPMorgan Chase Financial Company LLC
|
|
|
19
|
|
Description of Warrants of JPMorgan Chase Financial Company LLC
|
|
|
27
|
|
Forms of Securities
|
|
|
33
|
|
Plan of Distribution (Conflicts of Interest)
|
|
|
37
|
|
Independent Registered Public Accounting Firm
|
|
|
40
|
|
Legal Matters
|
|
|
40
|
|
Benefit Plan Investor Considerations
|
|
|
40
|
|
$8,469,000
JPMorgan Chase Financial Company LLC
Digital
Equity Notes due 2017
(Linked to the EURO STOXX 50
®
Index)
Medium-Term Notes, Series A
Fully and
Unconditionally Guaranteed by JPMorgan Chase & Co.
JP Morgan Chase (NYSE:JPM)
Historical Stock Chart
From Aug 2024 to Sep 2024
JP Morgan Chase (NYSE:JPM)
Historical Stock Chart
From Sep 2023 to Sep 2024