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.
See “Additional Information about JPMorgan Financial, JPMorgan
Chase & Co. and the Securities” in this pricing supplement. The Securities will have the terms specified in the prospectus
and the prospectus supplement, each dated April 15, 2016, product supplement no. UBS-1-I dated April 15, 2016, underlying supplement
no. 1-I dated April 15, 2016 and this pricing supplement.
The terms of the Securities as set forth in this pricing supplement,
to the extent they differ or conflict with those set forth in the accompanying product supplement, will supersede the terms set
forth in that product supplement.
If the Securities priced today and assuming an Upside Gearing
equal to the middle of the range listed above, the estimated value of the Securities would be approximately $9.615 per $10 principal
amount Security. The estimated value of the Securities, when the terms of the Securities are set, will be provided in the pricing
supplement and will not be less than $9.40 per $10 principal amount Security. See “The Estimated Value of the Securities”
in this pricing supplement for additional information.
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
Energy Select
Sector SPDR
®
Fund is a “Fund.”
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 price of the Underlying will increase over the term of the Securities.
♦
You would be willing to invest in the Securities if the Upside Gearing were set equal to the bottom of the range indicated
on the cover hereof (the actual Upside Gearing 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
price fluctuations of the Underlying.
♦
You do not seek current income from your investment and are willing to forgo dividends paid on 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 price 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 Upside Gearing were set equal to the bottom of the range indicated
on the cover hereof (the actual Upside Gearing 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
price fluctuations of the Underlying.
♦
You seek current income from your investment or prefer not to forgo dividends paid on the Underlying.
♦
You are unwilling or unable to hold the Securities to maturity or 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.
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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
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Guarantor:
|
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JPMorgan Chase & Co.
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Issue Price:
|
|
$10.00 per Security (subject to a minimum purchase of 100 Securities or $1,000)
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Principal Amount:
|
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$10.00 per Security. The payment at maturity will be based on the principal amount.
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Underlying:
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Energy Select Sector SPDR
®
Fund
|
Term
1
:
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|
Approximately 5 years
|
Payment at Maturity (per $10 principal amount Security):
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If the Underlying Return is positive,
JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return
× Upside Gearing)
If the Underlying Return is zero or negative but the Final
Value is greater than or equal to the Downside Threshold,
JPMorgan Financial will pay you a cash payment at maturity of $10.00
per $10 principal amount Security.
If the Underlying Return is negative and 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, 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
|
Upside Gearing:
|
|
1.28 to 1.30. The actual Upside Gearing will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 1.28.
|
Initial Value:
|
|
The closing price of one share of the Underlying on the Trade Date
|
Final Value:
|
|
The closing price
2
of one share of the Underlying on the Final Valuation Date
|
Downside Threshold:
|
|
75% of the Initial Value
|
Share Adjustment
Factor
2
:
|
|
The Share Adjustment Factor is referenced in determining the closing price of one share of the Underlying. The Share Adjustment Factor is set initially at 1.0 on the Trade Date.
|
1
See footnote 1 under “Key Dates” on the front cover
|
2
The closing price and the Share Adjustment Factor of the Underlying are subject to adjustments in the case of certain events described in the accompanying product supplement under “The Underlyings
—
Funds — Anti-Dilution Adjustments.”
|
Investment
Timeline
|
|
|
|
Trade Date
|
|
The Initial Value is observed. The Downside Threshold and Upside Gearing are determined.
|
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|
|
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Maturity Date
|
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The Final Value and the Underlying Return are determined.
If the Underlying Return is positive,
JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return
× Upside Gearing)
If the Underlying Return is zero or negative but the Final
Value is greater than or equal to the Downside Threshold,
JPMorgan Financial will pay you a cash payment at maturity of $10.00
per $10 principal amount Security.
If the Underlying Return is negative and 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, 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.
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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, subject to the possible application of the “constructive ownership” rules, 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. The Securities could be treated as “constructive
ownership transactions” within the meaning of Section 1260 of the Internal Revenue Code of 1986, as amended, in which case
any gain recognized in respect of the Securities that would otherwise be long-term capital gain and that was in excess of the “net
underlying long-term capital gain” (as defined in Section 1260) would be treated as ordinary income, and a notional interest
charge would apply as if that income had accrued for tax purposes at a constant yield over the Securities’ term. Our special
tax counsel has not expressed an opinion with respect to whether the constructive ownership rules apply to the Securities. Accordingly,
U.S. Holders should consult their tax advisers regarding the potential application of the constructive ownership rules.
The IRS or a court may not respect the treatment of the Securities described
above, in which case the timing and character of any income or loss on your 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
described above. 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 the potential application of the constructive ownership rules,
possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder
(“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain
broad-based indices that meet requirements set forth in the applicable Treasury regulations (such an index, a “Qualified
Index”). Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued in 2017 that are
not “delta-one” with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income
tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m)
will not apply to the Securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may
disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including
whether you enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the
potential application of Section 871(m) will be provided in the pricing supplement for the Securities. You should consult your
tax adviser regarding the potential application of Section 871(m) to the Securities.
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.
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.
If the Underlying Return is negative, 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 Underlying Return is negative and the Final Value is less than the Downside Threshold,
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 Upside Gearing 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 Upside Gearing or the Securities themselves, and the return you realize may be less than the product of the
performance of the Underlying and the Upside Gearing and may be less than the Underlying’s return, even if that return is
positive. You can receive the full benefit of the Upside Gearing only if you hold your Securities to maturity.
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♦
|
The Contingent Repayment of Principal 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, JPMorgan Financial will repay your principal amount as long as the Final Value is not below the Downside Threshold.
However, if the Underlying Return is negative and the Final Value is less than the Downside Threshold, 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 repayment of principal based on whether the Final Value is
below the Downside Threshold applies only if you hold your Securities to maturity.
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♦
|
No Interest Payments
— JPMorgan Financial will not make
any interest payments to you with respect to the Securities.
|
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♦
|
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.
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♦
|
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 price 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 price 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 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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♦
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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 price of one share 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;
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♦
|
our internal secondary market funding rates for structured debt issuances;
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♦
|
the actual and expected volatility in the price of one share of the Underlying;
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♦
|
the time to maturity of the Securities;
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♦
|
the dividend rates on the Underlying and the equity securities held by the Underlying;
|
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♦
|
the occurrence of certain events affecting the Underlying that may or may not require an adjustment to the closing price and
the Share Adjustment Factor of the Underlying;
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|
♦
|
interest and yield rates in the market generally;
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♦
|
the exchange rates and the volatility of the exchange rates between the U.S. dollar and each of the currencies in which the
equity securities held by the Underlying trade and the correlation among those rates and the price of the Underlying; 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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♦
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Investing in the Securities Is Not Equivalent to Investing in the Underlying
or the Equity Securities Held by the Underlying
— Investing in the Securities is not equivalent to investing in the
Underlying or the equity securities held by the Underlying. As an investor in the Securities, you will not have any ownership interest
or rights in the Underlying or the equity securities held by the Underlying, such as voting rights, dividend payments or other
distributions.
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♦
|
Your Return on the Securities Will Not Reflect Dividends on the Underlying
or the Equity Securities held by the Underlying
— Your return on the Securities will not reflect the return you would
realize if you actually owned the Underlying or the equity securities held by the Underlying and received the dividends on the
Underlying or those equity securities. 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 price of one share of the Underlying on the Final
Valuation Date without taking into consideration the value of dividends on the Underlying or the equity securities held by the
Underlying.
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♦
|
No Affiliation with the Underlying or the Issuers of the Equity Securities
held by the Underlying —
We are not affiliated with the Underlying or, to our knowledge, the issuers of the equity
securities held by the Underlying. We have not independently verified the information about the Underlying or the issuers of the
equity securities held by the Underlying contained in this pricing supplement. You should make your own investigation into the
Underlying and the issuers of the equity securities held by the Underlying. We are not responsible for the public disclosure of
information by the Underlying or the issuers of the equity securities held by the Underlying, whether contained in SEC filings
or otherwise.
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♦
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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.
|
|
♦
|
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 Upside Gearing
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 Upside Gearing.
|
Risks Relating to the Underlying
|
♦
|
There Are Risks Associated with the Underlying
— Although shares of the Underlying are listed for trading on a securities exchange and a number of similar products have
been trading on a securities exchange for varying periods of time, there is no assurance that an active trading market will continue
for the shares of the Underlying or that there will be liquidity in the trading market. The Underlying is subject to management
risk, which is the risk that the investment strategies of the Underlying’s investment adviser, the implementation of which
is subject to a number of constraints, may not produce the intended results.
These
constraints could adversely affect the market price of the shares of the Underlying, and consequently, the value of the Securities.
|
|
♦
|
The Performance and Market Value of the Underlying, Particularly During
Periods of Market Volatility, May Not Correlate with the Performance of the Underlying’s Underlying Index as well as the
Net Asset Value per Share
—
The Underlying does not fully replicate its
Underlying Index (as defined under “The Underlying” below) and may hold securities different from those included in
its Underlying Index. In addition, the performance of the Underlying will reflect additional transaction costs and fees that are
not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the performance
of the Underlying and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying the
Underlying (such as mergers and spin-offs) may impact the variance between the performances of the Underlying and its Underlying
Index. Finally, because the shares of the Underlying are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of the Underlying may differ from the net asset value per share of the Underlying.
|
During periods of market volatility, securities
underlying the Underlying may be unavailable in the secondary market, market participants may be unable to calculate accurately
the net asset value per share of the Underlying and the liquidity of the Underlying may be adversely affected. This kind of market
volatility may also disrupt the ability of market participants to create and redeem shares
of the Underlying. Further, market volatility
may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Underlying.
As a result, under these circumstances, the market value of shares of the Underlying may vary substantially from the net asset
value per share of the Underlying. For all of the foregoing reasons, the performance of the Underlying may not correlate with the
performance of its Underlying Index as well as the net asset value per share of the Underlying, which could materially and adversely
affect the value of the Securities in the secondary market and/or reduce any payment on the Securities.
|
♦
|
Risks Associated with the Energy Sector
—
All or substantially all of the equity securities held by the shares of the Underlying are issued by companies
whose primary line of business is directly associated with the energy sector. As a result, the value of the Securities may be subject
to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting this sector
than a different investment linked to securities of a more broadly diversified group of issuers. Issuers in energy-related industries
can be significantly affected by fluctuations in energy prices and supply and demand of energy fuels. Markets for various
energy-related commodities can have significant volatility, and are subject to control or manipulation by large producers or purchasers.
Companies in the energy sector may need to make substantial expenditures, and to incur significant amounts of debt, in order to
maintain or expand their reserves. Oil and gas exploration and production can be significantly affected by natural disasters
as well as changes in exchange rates, interest rates, government regulation, world events and economic conditions. These
companies may be at risk for environmental damage claims. These factors could affect the energy sector and could affect the value
of the equity securities held by the Underlying and the price of the Underlying during the term of the Securities, which may adversely
affect the value of your Securities.
|
|
♦
|
Anti-Dilution Protection Is Limited
— Although the calculation
agent will adjust the closing price of one share of the Underlying for certain events affecting the Underlying, the calculation
agent is not required to make an adjustment for every event that can affect the Underlying. If an event occurs that does not require
the calculation agent to adjust the closing price of one share of the Fund, the market value of your Securities and any payment
on the Securities may be materially and adversely affected.
|
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
Downside Threshold of $90 and a hypothetical Upside Gearing of 1.10. The hypothetical Initial Value of $100 has been chosen for
illustrative purposes only and may not represent a likely actual Initial Value. The actual Initial Value will be based on the closing
price of one share of the Underlying on the Trade Date and will be provided in the pricing supplement. For historical data regarding
the actual closing prices of one share of the Underlying, please see the historical information set forth under “The Underlying”
in this pricing supplement. The actual Downside Threshold is specified on the cover of this pricing supplement. The actual Upside
Gearing will be finalized on the Trade Date and provided in the pricing supplement. The hypothetical payment at maturity examples
set forth below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the Securities.
The actual payment at maturity may be more or less than the amounts displayed below and will be determined based on the actual
terms of the Securities, including the Initial Value, the Downside Threshold and the Upside Gearing to be finalized on the Trade
Date and provided in the pricing supplement and the Final Value on the Final Valuation Date. You should consider carefully whether
the Securities are suitable to your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.
Final Value
|
Underlying Return (%)
|
Payment at Maturity ($)
|
Return at Maturity per
$10.00 issue price (%)
|
$200.00
|
100.00%
|
$21.000
|
110.00%
|
$190.00
|
90.00%
|
$19.900
|
99.00%
|
$180.00
|
80.00%
|
$18.800
|
88.00%
|
$170.00
|
70.00%
|
$17.700
|
77.00%
|
$160.00
|
60.00%
|
$16.600
|
66.00%
|
$150.00
|
50.00%
|
$15.500
|
55.00%
|
$140.00
|
40.00%
|
$14.400
|
44.00%
|
$130.00
|
30.00%
|
$13.300
|
33.00%
|
$120.00
|
20.00%
|
$12.200
|
22.00%
|
$110.00
|
10.00%
|
$11.100
|
11.00%
|
$105.00
|
5.00%
|
$10.550
|
5.50%
|
$100.00
|
0.00%
|
$10.000
|
0.00%
|
$95.00
|
-5.00%
|
$10.000
|
0.00%
|
$90.00
|
-10.00%
|
$10.000
|
0.00%
|
$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%
|
$0.00
|
-100.00%
|
$0.000
|
-100.00%
|
Example 1 — The price of the Underlying increases by
10% from the Initial Value of $100 to the Final Value of $110.
Because the Underlying Return is 10%, at maturity, JPMorgan
Financial will pay you your principal amount
plus
a return equal to 11.00%, resulting in a payment at maturity of $11.10
per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Underlying Return
× Upside Gearing)
$10.00 + ($10.00 × 10% × 1.10) = $11.10
Example 2 — The price of the Underlying decreases by
5% from the Initial Value of $100 to the Final Value of $95.
Because the Underlying Return is negative and the Final Value
is greater than the Downside Threshold, at maturity, JPMorgan Financial will repay your principal amount of $10.00 per $10 principal
amount Security.
Example 3 — The price of the Underlying decreases by
40% from the Initial Value of $100 to the Final Value of $60.
Because the Underlying Return is -40% and the Final Value is
less than the Downside Threshold, at maturity, JPMorgan Financial will pay you a payment at maturity of $6.00 per $10 principal
amount Security, calculated as follows:
$10.00 + ($10.00 × Underlying Return)
$10.00 + ($10.00 × -40%) = $6.00
If the Underlying Return is negative and the Final Value
is less than the Downside Threshold, 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 Energy Select Sector SPDR
®
Fund is an exchange-traded
fund of the Select Sector SPDR
®
Trust, a registered investment company, that seeks to provide investment results
that, before expenses, correspond generally to the price and yield performance of publicly traded equity securities of companies
in the Energy Select Sector Index, which we refer to as the Underlying Index with respect to the Energy Select Sector SPDR
®
Fund. The Energy Select Sector Index is a modified market capitalization-based index that measures the performance of the
GICS
®
energy sector, which currently includes companies in the following industries: energy equipment and services;
and oil, gas and consumable fuels.
For additional information about the Energy Select Sector
SPDR
®
Fund, “Fund Descriptions — The Select Sector SPDR
®
Funds" in the accompanying
underlying supplement
Historical Information
The following table sets forth the quarterly high and low closing
prices of one share of the Underlying, based on daily closing prices of one share 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 2012, 2013, 2014, 2015 and 2016. Partial data is provided for the first calendar quarter
of 2017. The closing price of one share of the Underlying on January 23, 2017 was $73.75. The actual Initial Value of the Underlying
will be the closing price of one share of the Underlying on the Trade Date. We obtained the closing prices of one share of the
Underlying above and below from Bloomberg, without independent verification. The closing prices may have been adjusted by Bloomberg
for certain actions, such as stock splits. You should not take the historical prices of one share of the Underlying as an indication
of future performance.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Close
|
1/1/2012
|
3/31/2012
|
$76.29
|
$69.46
|
$71.73
|
4/1/2012
|
6/30/2012
|
$72.42
|
$62.00
|
$66.37
|
7/1/2012
|
9/30/2012
|
$76.57
|
$64.96
|
$73.48
|
10/1/2012
|
12/31/2012
|
$74.94
|
$68.59
|
$71.44
|
1/1/2013
|
3/31/2013
|
$79.99
|
$72.86
|
$79.32
|
4/1/2013
|
6/30/2013
|
$83.28
|
$74.09
|
$78.36
|
7/1/2013
|
9/30/2013
|
$85.30
|
$78.83
|
$82.88
|
10/1/2013
|
12/31/2013
|
$88.51
|
$81.87
|
$88.51
|
1/1/2014
|
3/31/2014
|
$89.06
|
$81.89
|
$89.06
|
4/1/2014
|
6/30/2014
|
$101.29
|
$88.45
|
$100.10
|
7/1/2014
|
9/30/2014
|
$100.58
|
$90.62
|
$90.62
|
10/1/2014
|
12/31/2014
|
$88.77
|
$73.36
|
$79.16
|
1/1/2015
|
3/31/2015
|
$82.29
|
$72.86
|
$77.58
|
4/1/2015
|
6/30/2015
|
$82.94
|
$74.64
|
$75.16
|
7/1/2015
|
9/30/2015
|
$74.54
|
$59.22
|
$61.20
|
10/1/2015
|
12/31/2015
|
$71.40
|
$58.78
|
$60.55
|
1/1/2016
|
3/31/2016
|
$63.75
|
$51.80
|
$61.92
|
4/1/2016
|
6/30/2016
|
$69.50
|
$60.18
|
$68.24
|
7/1/2016
|
9/30/2016
|
$71.80
|
$65.27
|
$70.61
|
10/1/2016
|
12/31/2016
|
$77.83
|
$67.77
|
$75.32
|
1/1/2017
|
1/23/2017*
|
$76.17
|
$73.75
|
$73.75
|
*As of the date of this pricing supplement, available information
for the first calendar quarter of 2017 includes data for the period from January 1, 2017 through January 23, 2017. 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 first calendar quarter of 2017.
The graph below illustrates the daily performance of the Underlying
from January 3, 2007 through January 23, 2017, based on information from Bloomberg, without independent verification. The dotted
line represents a hypothetical Downside Threshold of $55.31, equal to 75% of the closing price of one share of the Underlying on
January 23, 2017. The actual 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 price of one share 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.