JPMS's estimated value of the Securities is 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 JPMS's Estimated Value of the Securities
Is Lower Than the Original Issue Price (Price to Public) of the
Securities" in this amended and restated 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 amended and
restated 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 nine 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 JPMS. 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 JPMS's Then-Current Estimated Value of the Securities for a
Limited Time Period."
Supplemental Use of Proceeds
The Securities are offered to meet investor demand for products that
reflect the risk-return profile and market exposure provided by the
Securities. See "Hypothetical Examples and Return Table" in this
amended and restated pricing supplement for an illustration of the
risk-return profile of the Securities and "The Index" in this amended
and restated pricing supplement for a description of the market
exposure provided by the Securities.
The original issue price of the Securities is equal to JPMS's
estimated value of the Securities plus the selling commissions paid
to UBS, plus (minus) the projected profits (losses) that our
affiliates expect to realize for assuming risks inherent in hedging
our obligations under the Securities, plus the estimated cost of
hedging our obligations under the Securities.
Validity of the Securities
Restated below is the opinion of Davis Polk & Wardwell LLP, as our
special products counsel, delivered on August 27, 2015 related to the
Securities:
In the opinion of Davis Polk & Wardwell LLP, as our special products
counsel, when the Securities offered by this amended and restated
pricing supplement have been executed and issued by us and
authenticated by the trustee pursuant to the indenture, and delivered
against payment as contemplated herein, such Securities will be our
valid and binding obligations, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and
equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad
faith), provided that such counsel expresses no opinion as to the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above. This opinion is given as of
the date hereof August 27, 2015 and is limited to the federal laws of
the United States of America, the laws of the State of New York and
the General Corporation Law of the State of Delaware. In addition,
this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the indenture and its
authentication of the Securities and the validity, binding nature and
enforceability of the indenture with respect to the trustee, all as
stated in the letter of such counsel dated November 7, 2014, which
was filed as an exhibit to the Registration Statement on Form S-3 by
us on November 7, 2014.