The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Registration Statement Nos. 333-209682 and 333-209682-01
JPMorgan Chase Financial Company LLC Trigger Absolute Return Step Securities
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL
DEBT INSTRUMENTS. JPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY,
AND THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK
INHERENT IN PURCHASING A DEBT OBLIGATION OF JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.
YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING
IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY
RISKS” BEGINNING ON PAGE 5 OF THIS PRICING SUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE PS-10 OF THE ACCOMPANYING
PRODUCT SUPPLEMENT AND UNDER “RISK FACTORS” BEGINNING ON PAGE US-2 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT BEFORE
PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE
MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES. THE
SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
Additional
Information about JPMorgan Financial, JPMorgan Chase & Co. and the Securities
You may revoke your offer to purchase the Securities
at any time prior to the time at which we accept such offer by notifying the agent. We reserve the right to change the terms of,
or reject any offer to purchase, the Securities prior to their issuance. In the event of any changes to the terms of the Securities,
we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject
such changes in which case we may reject your offer to purchase.
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement, relating to our Series A medium-term notes
of which these Securities 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 Securities 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 Securities involve risks not associated with conventional debt securities.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1665650,
and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, the “Issuer,” “JPMorgan
Financial,” “we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.
Supplemental
Terms of the Securities
|
For purposes of the accompanying product supplement,
the S&P 500
®
Index is an “Index.”
Investor
Suitability
The Securities may be suitable for you if, among other
considerations:
♦
You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal
amount.
♦
You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may
have the same downside market risk as a hypothetical investment in the Underlying.
♦
You believe the level of the Underlying is likely to close at or above the Step Barrier on the Final Valuation Date.
♦
You understand and accept that your potential positive downside return from the Contingent Absolute Return is limited by
the Downside Threshold.
♦
You would be willing to invest in the Securities if the Step Return were set equal to the bottom of the range indicated
on the cover hereof (the actual Step Return will be finalized on the Trade Date and provided in the pricing supplement and will
not be less than the bottom of the range indicated on the cover hereof).
♦
You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside
fluctuations in the level of the Underlying.
♦
You do not seek current income from your investment and are willing to forgo dividends paid on the stocks included in the
Underlying.
♦
You are willing and able to hold the Securities to maturity.
♦
You accept that there may be little or no secondary market for the Securities and that any secondary market will depend
in large part on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to trade the Securities.
♦
You understand and accept the risks associated with the Underlying.
♦
You are willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the
Securities, and understand that if JPMorgan Financial and JPMorgan Chase & Co. default on their obligations, you may not receive
any amounts due to you including any repayment of principal.
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|
The Securities may not be suitable for you if, among other
considerations:
♦
You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire
principal amount.
♦
You require an investment designed to provide a full return of principal at maturity.
♦
You cannot tolerate a loss of all or a substantial portion of your investment, or you are not willing to make an investment
that may have the same downside market risk as a hypothetical investment in the Underlying.
♦
You believe the level of the Underlying is unlikely to close at or above the Step Barrier on the Final Valuation Date.
♦
You believe the level of the Underlying will decline over the term of the Securities and is likely to close below the Downside
Threshold on the Final Valuation Date.
♦
You would be unwilling to invest in the Securities if the Step Return were set equal to the bottom of the range indicated
on the cover hereof (the actual Step Return will be finalized on the Trade Date and provided in the pricing supplement and will
not be less than the bottom of the range indicated on the cover hereof).
♦
You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside
fluctuations in the level of the Underlying.
♦
You seek current income from your investment or prefer not to forgo dividends paid on the stocks included in the Underlying.
♦
You are unable or unwilling to hold the Securities to maturity and seek an investment for which there will be an active
secondary market.
♦
You do not understand or accept the risks associated with the Underlying.
♦
You are not willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under
the Securities, including any repayment of principal.
|
The suitability considerations identified above
are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances,
and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisers have
carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should also
review carefully the “Key Risks” section of this pricing supplement and the “Risk Factors” sections of
the accompanying product supplement and the accompanying underlying supplement for risks related to an investment in the Securities.
For more information on the Underlying, please see the section titled “The Underlying” below.
Indicative
Terms
|
Issuer:
|
|
JPMorgan Chase Financial Company LLC
|
Guarantor:
|
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JPMorgan Chase & Co.
|
Issue Price:
|
|
$10.00 per Security (subject to a minimum purchase of 100 Securities or $1,000)
|
Principal Amount:
|
|
$10.00 per Security. The payment at maturity will be based on the principal amount.
|
Underlying:
|
|
S&P 500
®
Index
|
Term
1
:
|
|
Approximately 5 years
|
Payment at Maturity (per $10 principal amount Security):
|
|
If the
Final Value is greater than or equal to the Step Barrier,
JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × the greater of
(i) the Step Return and (ii) the Underlying Return)
If the
Final Value is less than the Step Barrier and greater than or equal to the Downside Threshold,
JPMorgan Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Contingent Absolute
Return)
If the
Final Value is less than the Downside Threshold,
JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return)
In this scenario, the Contingent Absolute Return will
not apply, you will be exposed to the decline of the Underlying and you will lose some or all of your principal amount in an amount
proportionate to the negative Underlying Return.
|
Underlying Return:
|
|
(Final Value – Initial Value)
Initial Value
|
Step Return:
|
|
20.00% to 26.00%. The actual Step Return will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 20.00%.
|
Contingent Absolute Return:
|
|
The absolute value of the Underlying Return. For example, if the Underlying Return is -5%, the Contingent Absolute Return is 5%.
|
Initial Value:
|
|
The closing level of the Underlying on the Trade Date
|
Final Value:
|
|
The closing level of the Underlying on the Final Valuation Date
|
Step Barrier:
|
|
100% of the Initial Value
|
Downside Threshold:
|
|
70% of the Initial Value
|
1
See footnote 1 under “Key Dates” on
the front cover
Investment
Timeline
|
|
|
|
Trade Date
|
|
The Initial Value is observed. The Downside Threshold, the Step Barrier and the Step Return are determined.
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|
|
|
|
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Maturity Date
|
|
The Final Value and the Underlying Return are determined.
If the
Final Value is greater than or equal to the Step Barrier,
JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × the greater of
(i) the Step Return and (ii) the Underlying Return)
If the
Final Value is less than the Step Barrier and greater than or equal to the Downside Threshold,
JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Contingent Absolute
Return)
If the
Final Value is less than the Downside Threshold,
JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return)
Under these circumstances, the Contingent Absolute Return will
not apply, you will be exposed to the decline of the Underlying and you will lose some or all of your principal amount.
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INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. IF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. WERE TO DEFAULT ON THEIR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
|
What
Are the Tax Consequences of the Securities?
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. UBS-1-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 Securities.
Based on current market conditions, in the opinion of
our special tax counsel it is reasonable to treat the Securities 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 Securities should be treated as long-term capital
gain or loss if you hold your Securities for more than a year, whether or not you are an initial purchaser of Securities 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 Securities 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 Securities, possibly with retroactive
effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Securities,
including possible alternative treatments and the issues presented by this notice.
Withholding under legislation commonly referred to as “FATCA”
may (if the Securities are recharacterized as debt instruments) apply to amounts treated as interest paid with respect to the Securities,
as well as to payments of gross proceeds of a taxable disposition, including redemption at maturity, of a Security. However, under
a recent IRS notice, this regime will not apply to payments of gross proceeds (other than any amount treated as interest) with
respect to dispositions occurring before January 1, 2019. You should consult your tax adviser regarding the potential application
of FATCA to the Securities.
Non-U.S. holders should also note that recently promulgated
Treasury regulations imposing a withholding tax on certain “dividend equivalents” under certain “equity linked
instruments” will not apply to the Securities.
Key
Risks
An investment in the Securities involves significant risks.
Investing in the Securities is not equivalent to investing directly in the Underlying. These risks are explained in more detail
in the “Risk Factors” sections of the accompanying product supplement and the accompanying underlying supplement. We
also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Securities.
Risks Relating
to the Securities Generally
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♦
|
Your Investment in the Securities May Result in a Loss
— The Securities differ from ordinary debt securities in that we will not necessarily repay the full principal amount
of the Securities. We will pay you the principal amount of your Securities in cash only if the Final Value has not declined below
the Downside Threshold. If the Final Value is less than the Downside Threshold, the Contingent Absolute Return will not apply,
you will be exposed to the full decline of the Underlying and will lose some or all of your principal amount in an amount proportionate
to the negative Underlying Return. Accordingly, you could lose up to your entire principal amount.
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♦
|
Credit Risks of JPMorgan Financial and JPMorgan Chase
& Co.
— The Securities are unsecured and unsubordinated debt obligations of the Issuer, JPMorgan Chase Financial
Company LLC, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. The Securities will rank
pari passu
with all of our other unsecured and unsubordinated obligations, and the related guarantee JPMorgan Chase &
Co. will rank
pari passu
with all of JPMorgan Chase & Co.’s other unsecured and unsubordinated obligations. The
Securities and related guarantees are not, either directly or indirectly, an obligation of any third party. Any payment to be
made on the Securities, including any repayment of principal, depends on the ability of JPMorgan Financial and JPMorgan Chase
& Co. to satisfy their obligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Financial
and JPMorgan Chase & Co. may affect the market value of the Securities and, in the event JPMorgan Financial and JPMorgan Chase
& Co. were to default on their obligations, you may not receive any amounts owed to you under the terms of the Securities
and you could lose your entire investment.
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|
♦
|
As a Finance Subsidiary, JPMorgan Financial Has No Independent
Operations and 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 Securities.
If these affiliates do not make payments to us and we fail to make payments on the Securities, 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.
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♦
|
The Step Return Applies Only If You Hold the Securities
to Maturity
— You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior
to maturity in the secondary market, if any, the price you receive likely will not reflect the full
|
economic
value of the Step Return or the Securities themselves, and the return you realize may be less than the Underlying’s return,
even if that return is positive. You can receive the full benefit of the Step Return from JPMorgan Financial only if you hold
your Securities to maturity.
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♦
|
The Contingent Absolute Return Applies Only If You Hold
the Securities to Maturity
— You should be willing to hold your Securities to maturity. If you are able to sell your
Securities in the secondary market, if any, prior to maturity, you may have to sell them at a loss relative to your initial investment
even if the closing level of the Underlying is above the Downside Threshold. If you hold the Securities to maturity and the Final
Value is less than the Step Barrier, JPMorgan Financial will repay your principal amount
plus
the Contingent Absolute Return,
unless the Final Value is below the Downside Threshold. However, if the Final Value is less than the Downside Threshold, the Contingent
Absolute Return will not apply and JPMorgan Financial will repay less than the principal amount, if anything, resulting in a loss
that is proportionate to the decline in the level of the Underlying from the Initial Value to the Final Value. The Contingent
Absolute Return and any contingent repayment of principal based on whether the Final Value is below the Downside Threshold apply
only if you hold your Securities to maturity.
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|
♦
|
Your Ability to Receive the Step Return May Terminate
on the Final Valuation Date
— If the Final Value is less than the Step Barrier, you will not be entitled to receive
the Step Return on the Securities. Under these circumstances, if the Final Value is also less than the Downside Threshold, you
will lose some or all of your principal amount in an amount proportionate to the negative Underlying Return.
|
|
♦
|
Limited Potential Positive Downside Return on the Securities
— Any positive downside return on the Securities will be limited by the Downside Threshold because, if the Final Value
is less than the Step Barrier, JPMorgan Financial will pay you the principal amount
plus
the Contingent Absolute Return
at maturity only if the Final Value is greater than or equal to the Downside Threshold. You will not receive a Contingent Absolute
Return and will lose some or all of your investment if the Final Value is below the Downside Threshold.
|
|
♦
|
No Interest Payments
— JPMorgan Financial will
not make any interest payments to you with respect to the Securities.
|
|
♦
|
Potential Conflicts
— We and our affiliates
play a variety of roles in connection with the issuance of the Securities, including acting as calculation agent and hedging our
obligations under the Securities and making the assumptions used to determine the pricing of the Securities and the estimated
value of the Securities when the terms of the Securities are set, which we refer to as the estimated value of the Securities.
In performing these duties, our and JPMorgan Chase & Co.’s 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 Securities. In addition, our
and JPMorgan Chase & Co.’s business activities, 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 Securities and
the value of the Securities. It is possible that hedging or trading activities of ours or our affiliates in connection with the
Securities could result in substantial returns for us or our affiliates while the value of the Securities declines. Please refer
to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement for additional
information about these risks.
|
|
♦
|
The Probability That the Final Value Will Fall Below the
Downside Threshold on the Final Valuation Date Will Depend on the Volatility of the Underlying
— “Volatility"
refers to the frequency and magnitude of changes in the level of the Underlying. Greater expected volatility with respect to the
Underlying reflects a higher expectation as of the Trade Date that the Underlying could close below the Downside Threshold on
the Final Valuation Date of the Securities, resulting in the loss of some or all of your investment. However, the Underlying’s
volatility can change significantly over the term of the Securities. The level of the Underlying could fall sharply, which could
result in a significant loss of principal.
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|
♦
|
The Estimated Value of the Securities Will Be Lower Than
the Original Issue Price (Price to Public) of the Securities
— The estimated value of the Securities is only an estimate
determined by reference to several factors. The original issue price of the Securities will exceed the estimated value of the
Securities because costs associated with selling, structuring and hedging the Securities are included in the original issue price
of the Securities. 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 Securities and the estimated cost of hedging our obligations
under the Securities. See “The Estimated Value of the Securities” in this pricing supplement.
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♦
|
The Estimated Value of the Securities Does Not Represent
Future Values of the Securities and May Differ from Others’ Estimates
— The estimated value of the Securities
is determined by reference to internal pricing models of our affiliates when the terms of the Securities are set. This estimated
value of the Securities 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 Securities that are greater than or less than the estimated value of the Securities. 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 Securities 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 Securities from you in secondary market transactions. See “The Estimated
Value of the Securities” in this pricing supplement.
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♦
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The Estimated Value of the Securities Is Derived by Reference
to an Internal Funding Rate
— The internal funding rate used in the determination of the estimated value of the Securities
is based on, among other things, our and our affiliates’ view of the funding value of the Securities as well as the higher
issuance, operational and ongoing liability management costs of the Securities 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 Securities and any secondary market prices of the Securities. See “The Estimated Value
of the Securities” in this pricing supplement.
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♦
|
The Value of the Securities as Published by JPMS (and
Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for
a Limited Time Period
— We generally expect that some of the costs included in the original issue price of the Securities
will be partially paid back to you in connection with any repurchases of your Securities by JPMS in an amount that will decline
to zero over an initial predetermined period. These costs can include selling
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commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding
rates for structured debt issuances. See “Secondary Market Prices of the Securities” in this pricing supplement for
additional information relating to this initial period. Accordingly, the estimated value of your Securities during this initial
period may be lower than the value of the Securities as published by JPMS (and which may be shown on your customer account statements).
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♦
|
Secondary Market Prices of the Securities Will Likely
Be Lower Than the Original Issue Price of the Securities
— Any secondary market prices of the Securities will likely
be lower than the original issue price of the Securities 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 Securities. As a result, the price, if any, at which JPMS will be willing to buy Securities 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 factor for information about additional
factors that will impact any secondary market prices of the Securities.
|
The
Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities
to maturity. See “— Lack of Liquidity” below.
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♦
|
Many Economic and Market Factors
Will Impact the
Value of the Securities
— As described under “The Estimated Value of the Securities” in this pricing supplement,
the Securities can be thought of as securities that combine a fixed-income debt component with one or more derivatives. As a result,
the factors that influence the values of fixed-income debt and derivative instruments will also influence the terms of the Securities
at issuance and their value in the secondary market. Accordingly, the secondary market price of the Securities 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 Underlying, including:
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♦
|
any actual or potential change in our or JPMorgan Chase
& Co.’s creditworthiness or credit spreads;
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♦
|
customary bid-ask spreads for similarly sized trades;
|
|
♦
|
our internal secondary market funding rates for structured
debt issuances;
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♦
|
the actual and expected volatility in the level of the
Underlying;
|
|
♦
|
the time to maturity of the Securities;
|
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♦
|
the dividend rates on the equity securities included in
the Underlying;
|
|
♦
|
interest and yield rates in the market generally; and
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♦
|
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 Securities, which may also be reflected
on customer account statements. This price may be different (higher or lower) than the price of the Securities, if any, at which
JPMS may be willing to purchase your Securities in the secondary market.
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♦
|
Investing in the Securities Is Not Equivalent to Investing
in the Stocks Composing the Underlying
— Investing in the Securities is not equivalent to investing in the stocks included
in the Underlying. As an investor in the Securities, you will not have any ownership interest or rights in the stocks included
in the Underlying, such as voting rights, dividend payments or other distributions.
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♦
|
We Cannot Control Actions by the Sponsor of the Underlying
and That Sponsor Has No Obligation to Consider Your Interests
— We and our affiliates are not affiliated with the sponsor
of the Underlying and have no ability to control or predict its actions, including any errors in or discontinuation of public
disclosure regarding methods or policies relating to the calculation of the Underlying. The sponsor of the Underlying is not involved
in this Security offering in any way and has no obligation to consider your interest as an owner of the Securities in taking any
actions that might affect the market value of your Securities.
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♦
|
Your Return on the Securities Will Not Reflect Dividends
on the Stocks Composing the Underlying
— Your return on the Securities will not reflect the return you would realize
if you actually owned the stock included in the Underlying and received the dividends on the stock included in the Underlying.
This is because the calculation agent will calculate the amount payable to you at maturity of the Securities by reference to the
Final Value, which reflects the closing level of the Underlying on the Final Valuation Date without taking into consideration
the value of dividends on the stock included in the Underlying.
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♦
|
Lack of Liquidity
— The Securities will not
be listed on any securities exchange. JPMS intends to offer to purchase the Securities 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 Securities
easily. Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able
to trade your Securities is likely to depend on the price, if any, at which JPMS is willing to buy the Securities.
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♦
|
Potentially Inconsistent Research, Opinions or Recommendations
by JPMS, UBS or Their Affiliates
— JPMS, UBS or their affiliates may publish research, express opinions or provide recommendations
that are inconsistent with investing in or holding the Securities, and that may be revised at any time. Any such research, opinions
or recommendations may or may not recommend that investors buy or hold investments linked to the Underlying and could affect the
value of the Underlying, and therefore the market value of the Securities.
|
|
♦
|
Tax Treatment
— Significant aspects of the tax
treatment of the Securities are uncertain. You should consult your tax adviser about your tax situation.
|
|
♦
|
Potential JPMorgan Financial Impact on the Market Price
of the Underlying
— Trading or transactions by JPMorgan Financial or its affiliates in the Underlying or in futures,
options or other derivative products on the Underlying may adversely affect the market value of the Underlying and, therefore,
the market value of the Securities.
|
|
♦
|
The Final Terms
and Valuation of the Securities Will Be Finalized on the Trade Date and Provided in the Pricing Supplement
— The final
terms of the Securities will be based on relevant market conditions when the terms of the Securities are set and will be finalized
on the Trade Date and provided in the pricing supplement. In particular, each of the estimated value of the Securities and the
Step Return will be finalized on the Trade Date and provided in the pricing supplement, and each may be as low as the applicable
minimum set forth on the cover of this pricing supplement. Accordingly, you should consider your potential investment in the Securities
based on the minimums for the estimated value of the Securities and the Step Return.
|
Risks Relating
to the Underlying
|
♦
|
JPMorgan Chase & Co. Is Currently One of the Companies
that Make Up the
Underlying
— JPMorgan Chase & Co. is currently one of the companies that make up the
Underlying. JPMorgan Chase & Co. will not have any obligation to consider your interests as a holder of the Securities in
taking any corporate action that might affect the value of the Underlying and the Securities.
|
Hypothetical
Examples and Return Table
Hypothetical terms only. Actual terms
may vary. See the cover page for actual offering terms.
The
following table and hypothetical examples below illustrate the payment at maturity per $10.00 principal amount Security for a
hypothetical range of Underlying Returns from -100.00% to +100.00% on an offering of the Securities linked to a hypothetical Underlying,
and assume a hypothetical Initial Value of 100, a hypothetical Step Barrier of 100, a hypothetical Downside Threshold of 90 and
a hypothetical Step Return of 10.00%. The hypothetical Initial Value of 100 has been chosen for illustrative purposes only and
may not represent a likely actual Initial Value. The actual Initial Value will be based on the closing level of the Underlying
on the Trade Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of the
Underlying, please see the historical information set forth under “The Underlying” in this pricing supplement. The
actual Step Barrier and Downside Threshold are specified on the cover of this pricing supplement. The actual Step Return will
be finalized on the Trade Date and provided in the pricing supplement. The hypothetical payment at maturity examples set forth
below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the Securities. The actual
payment at maturity may be more or less than the amounts displayed below and will be determined based on the actual terms of the
Securities, including the Initial Value, the Step Barrier, the Downside Threshold and the Step Return to be finalized on the Trade
Date and provided in the pricing supplement and the Final Value on the Final Valuation Date. You should consider carefully whether
the Securities are suitable to your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.
Final Value
|
Underlying Return (%)
|
Payment at Maturity ($)
|
Return at Maturity per
$10.00 issue price (%)
|
200.00
|
100.00%
|
$20.000
|
100.00%
|
190.00
|
90.00%
|
$19.000
|
90.00%
|
180.00
|
80.00%
|
$18.000
|
80.00%
|
170.00
|
70.00%
|
$17.000
|
70.00%
|
160.00
|
60.00%
|
$16.000
|
60.00%
|
150.00
|
50.00%
|
$15.000
|
50.00%
|
140.00
|
40.00%
|
$14.000
|
40.00%
|
130.00
|
30.00%
|
$13.000
|
30.00%
|
120.00
|
20.00%
|
$12.000
|
20.00%
|
110.00
|
10.00%
|
$11.000
|
10.00%
|
105.00
|
5.00%
|
$11.000
|
10.00%
|
100.00
|
0.00%
|
$11.000
|
10.00%
|
95.00
|
-5.00%
|
$10.500
|
5.00%
|
90.00
|
-10.00%
|
$11.000
|
10.00%
|
89.99
|
-10.01%
|
$8.999
|
-10.01%
|
80.00
|
-20.00%
|
$8.000
|
-20.00%
|
70.00
|
-30.00%
|
$7.000
|
-30.00%
|
60.00
|
-40.00%
|
$6.000
|
-40.00%
|
50.00
|
-50.00%
|
$5.000
|
-50.00%
|
40.00
|
-60.00%
|
$4.000
|
-60.00%
|
30.00
|
-70.00%
|
$3.000
|
-70.00%
|
20.00
|
-80.00%
|
$2.000
|
-80.00%
|
10.00
|
-90.00%
|
$1.000
|
-90.00%
|
0.000
|
-100.00%
|
$0.000
|
-100.00%
|
Example
1 — The level of the Underlying increases by 10% from the Initial Value of 100 to the Final Value of 105.
Because the
Final Value is greater than or equal to the Step Barrier and the Underlying Return of 5% is positive but is less than the Step
Return of 10.00%, at maturity, JPMorgan Financial will pay you your principal amount
plus
a return equal to the Step Return
of 10.00%, resulting in a payment at maturity of $11.00 per $10 principal amount Security, calculated as follows:
$10.00
+ ($10.00 × the greater of (i) the Step Return and (ii) the Underlying Return)
$10.00 + ($10.00 × 10.00%) = $11.00
Example
2 — The level of the Underlying increases by 50% from the Initial Value of 100 to the Final Value of 150.
Because the
Final Value is greater than or equal to the Step Barrier and the Underlying Return of 50% is greater than the Step Return of 10.00%,
at maturity, JPMorgan Financial will pay you your principal amount
plus
a return equal to the Underlying Return of 50.00%,
resulting in a payment at maturity of $15.00 per $10 principal amount Security, calculated as follows:
$10.00
+ ($10.00 × the greater of (i) the Step Return and (ii) the Underlying Return)
$10.00 + ($10.00 × 50.00%) = $15.00
Example
3 — The level of the Underlying decreases by 5% from the Initial Value of 100 to the Final Value of 95.
Even though
the level of the Underlying has declined, because the Final Value is greater than the Downside Threshold and the Contingent Absolute
Return is 5%, at maturity, JPMorgan Financial will pay you your principal amount
plus
a return equal to the Contingent
Absolute Return of 5%, resulting in a payment at maturity of $10.50 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Contingent Absolute
Return)
$10.00 + ($10.00 × 5%) = $10.50
Example
4 — The level of the Underlying decreases by 10% from the Initial Value of 100 to the Final Value of 90.
Even though
the level of the Underlying has declined, because the Final Value is equal to the Downside Threshold and the Contingent Absolute
Return is 10%, at maturity, JPMorgan Financial will pay you your principal amount
plus
a return equal to the Contingent
Absolute Return of 10%, resulting in a payment at maturity of $11.00 per $10 principal amount Security (the maximum payment at
maturity if the Final Value is less than the Step Barrier based on the hypothetical Downside Threshold of 90), calculated as follows:
$10.00
+ ($10.00 × Contingent Absolute Return)
$10.00 + ($10.00 × 10%) = $11.00
Example
5 — The level of the Underlying decreases by 60% from the Initial Value of 100 to the Final Value of 40.
Because the
Final Value is less than the Downside Threshold and the Underlying Return is -60%, at maturity, JPMorgan Financial will pay you
a payment at maturity of $4.00 per $10 principal amount Security, calculated as follows:
$10.00
+ ($10.00 × Underlying Return)
$10.00 + ($10.00 × -60%) = $4.00
If
the Final Value is less than the Downside Threshold, the Contingent Absolute Return will not apply and investors will be exposed
to the negative Underlying Return at maturity, resulting in a loss of principal that is proportionate to the Underlying’s
decline from the Initial Value to the Final Value. Investors could lose some or all of their principal amount.
The
hypothetical returns and hypothetical payments on the Securities shown above apply
only if you hold the Securities 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 and hypothetical payments shown above would likely be lower.
The
Underlying
The
S&P 500
®
Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S.
equity markets. For additional information about the S&P 500
®
Index, see the information set forth under “Equity
Index Descriptions — The S&P U.S. Indices” in the accompanying underlying supplement.
Historical
Information
The
following table sets forth the quarterly high and low closing levels of the Underlying, based on daily closing levels of the Underlying
as reported by the Bloomberg Professional
®
service (“Bloomberg”), without independent verification.
The information given below is for the four calendar quarters in each of 2011, 2012, 2013, 2014 and 2015 and the first, second
and third calendar quarters of 2016. Partial data is provided for the fourth calendar quarter of 2016. The closing level of the
Underlying on December 2, 2016 was 2,191.95. The actual Initial Value will be the closing level of the Underlying on the Trade
Date. We obtained the closing levels of the Underlying above and below from Bloomberg, without independent verification. You should
not take the historical levels of the Underlying as an indication of future performance.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Close
|
1/1/2011
|
3/31/2011
|
1,343.01
|
1,256.88
|
1,325.83
|
4/1/2011
|
6/30/2011
|
1,363.61
|
1,265.42
|
1,320.64
|
7/1/2011
|
9/30/2011
|
1,353.22
|
1,119.46
|
1,131.42
|
10/1/2011
|
12/31/2011
|
1,285.09
|
1,099.23
|
1,257.60
|
1/1/2012
|
3/31/2012
|
1,416.51
|
1,277.06
|
1,408.47
|
4/1/2012
|
6/30/2012
|
1,419.04
|
1,278.04
|
1,362.16
|
7/1/2012
|
9/30/2012
|
1,465.77
|
1,334.76
|
1,440.67
|
10/1/2012
|
12/31/2012
|
1,461.40
|
1,353.33
|
1,426.19
|
1/1/2013
|
3/31/2013
|
1,569.19
|
1,457.15
|
1,569.19
|
4/1/2013
|
6/30/2013
|
1,669.16
|
1,541.61
|
1,606.28
|
7/1/2013
|
9/30/2013
|
1,725.52
|
1,614.08
|
1,681.55
|
10/1/2013
|
12/31/2013
|
1,848.36
|
1,655.45
|
1,848.36
|
1/1/2014
|
3/31/2014
|
1,878.04
|
1,741.89
|
1,872.34
|
4/1/2014
|
6/30/2014
|
1,962.87
|
1,815.69
|
1,960.23
|
7/1/2014
|
9/30/2014
|
2,011.36
|
1,909.57
|
1,972.29
|
10/1/2014
|
12/31/2014
|
2,090.57
|
1,862.49
|
2,058.90
|
1/1/2015
|
3/31/2015
|
2,117.39
|
1,992.67
|
2,067.89
|
4/1/2015
|
6/30/2015
|
2,130.82
|
2,057.64
|
2,063.11
|
7/1/2015
|
9/30/2015
|
2,128.28
|
1,867.61
|
1,920.03
|
10/1/2015
|
12/31/2015
|
2,109.79
|
1,923.82
|
2,043.94
|
1/1/2016
|
3/31/2016
|
2,063.95
|
1,829.08
|
2,059.74
|
4/1/2016
|
6/30/2016
|
2,119.12
|
2,000.54
|
2,098.86
|
7/1/2016
|
9/30/2016
|
2,190.15
|
2,088.55
|
2,168.27
|
10/1/2016
|
12/2/2016*
|
2,213.35
|
2,085.18
|
2,191.95
|
|
*
|
As of the date of this pricing supplement, available information for the fourth calendar quarter of 2016 includes data for
the period from October 1, 2016 through December 2, 2016. Accordingly, the “Quarterly Closing High,” “Quarterly
Closing Low” and “Close” data indicated are for this shortened period only and do not reflect complete data for
the fourth calendar quarter of 2016.
|
The
graph below illustrates the daily performance of the Underlying from January 3, 2006 through December 2, 2016, based on information
from Bloomberg, without independent verification. The dotted lines represent a hypothetical Step Barrier of 2,191.95 and a hypothetical
Downside Threshold of 1,534.37, equal to 100% and 70%, respectively, of the closing level of the Underlying on December 2, 2016.
The actual Step Barrier and Downside Threshold will be based on the Initial Value and will be finalized on the Trade Date and
provided in the pricing supplement.
Past
performance of the Underlying is not indicative of the future performance of the Underlying.
The
historical performance of the Underlying should not be taken as an indication of future performance, and no assurance can be given
as to the closing level of the Underlying on the Trade Date or the Final Valuation Date. We cannot give you assurance that the
performance of the Underlying will result in the return of any of your principal amount.
Supplemental
Plan of Distribution
We
and JPMorgan Chase & Co. have agreed to indemnify UBS and JPMS against liabilities under the Securities Act of 1933, as amended,
or to contribute to payments that UBS may be required to make relating to these liabilities as described in the prospectus supplement
and the prospectus. We will agree that UBS may sell all or a part of the Securities that it purchases from us to the public or
its affiliates at the price to public indicated on the cover hereof. Subject to regulatory constraints, JPMS intends to offer
to purchase the Securities in the secondary market, but it is not required to do so.
We
or our affiliates may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated
counterparties in connection with the sale of the Securities, and JPMS and/or an affiliate may earn additional income as a result
of payments pursuant to the swap or related hedge transactions. See “Supplemental Use of Proceeds” in this pricing
supplement and “Use of Proceeds and Hedging” in the accompanying product supplement.
The
Estimated Value of the Securities
The estimated value of the Securities 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 Securities, valued using the internal funding rate described below, and (2) the derivative
or derivatives underlying the economic terms of the Securities. The estimated value of the Securities does not represent a minimum
price at which JPMS would be willing to buy your Securities in any secondary market (if any exists) at any time. The internal funding
rate used in the determination of the estimated value of the Securities is based on, among other things, our and our affiliates’
view of the funding values of the Securities as well as the higher issuance, operational and ongoing liability management costs
of the Securities in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. For additional
information, see “Key Risks — Risks Relating to the Securities Generally — The Estimated Value of the Securities
Is Derived by Reference to an Internal Funding Rate” in this pricing supplement. The value of the derivative or derivatives
underlying the economic terms of the Securities 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 Securities is determined when the terms of the
Securities are set based on market conditions and other relevant factors and assumptions existing at that time. See “Key
Risks — Risks Relating to the Securities Generally — The Estimated Value of the Securities Does Not Represent Future
Values of the Securities and May Differ from Others’ Estimates” in this pricing supplement.
The
estimated value of the Securities will be lower than the original issue price of the Securities because costs associated with
selling, structuring and hedging the Securities are included in the original issue price of the Securities. These costs include
the selling commissions paid to UBS, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the Securities and the estimated cost of hedging our obligations under the Securities. 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 Securities. See “Key Risks —
Risks Relating to the Securities Generally —
The Estimated Value of the Securities Will Be Lower Than the Original Issue Price (Price to Public) of the Securities” in
this pricing supplement.
Secondary Market
Prices of the Securities
For information about factors that will impact any
secondary market prices of the Securities, see “Key Risks — Risks Relating to the Securities Generally — Secondary
Market Prices of the Securities 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 Securities will be partially paid back to
you in connection with any repurchases of your Securities by JPMS in an amount that will decline to zero over an initial predetermined
period that is intended to be up to twelve months. The length of any such initial period reflects secondary market volumes for
the Securities, the structure of the Securities, whether our affiliates expect to earn a profit in connection with our hedging
activities, the estimated costs of hedging the Securities and when these costs are incurred, as determined by our affiliates. See
“Key Risks — Risks Relating to the Securities Generally — The Value of the Securities as Published by JPMS (and
Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for
a Limited Time Period” in this pricing supplement.