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.
Subject to completion dated
February 27, 2017
February , 2017
|
Registration Statement Nos. 333-209682 and 333-209682-01; Rule 424(b)(2)
|
JPMorgan Chase Financial Company LLC
Structured Investments
|
|
Contingent Coupon Callable Yield Notes Linked
to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index due August 31, 2018
Fully and Unconditionally Guaranteed by
JPMorgan Chase & Co.
|
·
|
The Notes are designed for investors who seek a Contingent Interest Payment with respect to each Observation Date for which
the closing level of each of the Russell 2000
®
Index and the FTSE
®
100 Index, which we refer to as
the Indices, is greater than or equal to 70.00% of its Initial Value, which we refer to as a Coupon Barrier.
|
|
·
|
The Notes may be redeemed early, in whole but not in part, at our option on any of the Contingent Interest Payment Dates (other
than the first, second and final Contingent Interest Payment Dates).
|
|
·
|
The earliest date on which the Notes may be redeemed early is December 1, 2017.
|
|
·
|
Investors in the Notes should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent
Interest Payment may be made with respect to some or all Observation Dates.
|
|
·
|
Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
|
|
·
|
The Notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan
Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.
Any payment on the Notes
is subject to the credit risk of JPMorgan Financial, as issuer of the Notes, and the credit risk of JPMorgan Chase & Co., as
guarantor of the Notes.
|
|
·
|
Payments on the Notes are not linked to a basket composed of the Indices. Payments on the Notes are linked to the performance
of each of the Indices individually, as described below.
|
|
·
|
Minimum denominations of $1,000 and integral multiples thereof
|
|
·
|
The Notes are expected to price on or about February 28, 2017 and are expected to settle on or about March 3, 2017.
|
Investing in the Notes involves a number of risks. See “Risk
Factors” beginning on page PS-10 of the accompanying product supplement, “Risk Factors” beginning on page US-2
of the accompanying underlying supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of this
pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation
to the contrary is a criminal offense.
|
Price to Public (1)
|
Fees and Commissions (2)
|
Proceeds to Issuer
|
Per Note
|
$1,000
|
$
|
$
|
Total
|
$
|
$
|
$
|
(1) See “Supplemental Use of Proceeds”
in this pricing supplement for information about the components of the price to public of the Notes.
(2) J.P. Morgan Securities LLC, which
we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other
affiliated or unaffiliated dealers. In no event will these selling commissions exceed $12.50 per $1,000 principal amount Note.
See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
|
If the Notes priced today, the estimated value of the Notes
would be approximately $978.90 per $1,000 principal amount Note. The estimated value of the Notes, when the terms of the Notes
are set, will be provided in the pricing supplement and will not be less than $965.00 per $1,000 principal amount Note. See “The
Estimated Value of the Notes” in this pricing supplement for additional information.
The Notes are not bank deposits, are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Pricing supplement to product supplement no. 4-I dated April 15, 2016, underlying supplement no. 1-I dated April 15, 2016
and the prospectus and prospectus supplement, each dated April 15, 2016
Key
Terms
Issuer:
JPMorgan Chase Financial Company LLC
Guarantor:
JPMorgan Chase & Co.
Indices:
The Russell 2000
®
Index (Bloomberg ticker: RTY) and the FTSE
®
100
Index (Bloomberg ticker: UKX)
Contingent
Interest Payments:
If the Notes have not been previously redeemed early and the closing level of each Index on any Observation
Date is greater than or equal to its Coupon Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal
amount Note a Contingent Interest Payment equal to at least $16.75 (equivalent to a Contingent Interest Rate of at least 6.70%
per annum, payable at a rate of at least 1.675% per quarter) (to be provided in the pricing supplement).
If the closing level of either Index on any Observation Date
is less than its Coupon Barrier, no Contingent Interest Payment will be made with respect to that Observation Date.
Contingent
Interest Rate:
At least 6.70% per annum, payable at a rate of at least 1.675% per quarter
(to be provided in the pricing supplement)
Coupon Barrier / Trigger Value:
With respect to each Index, 70.00% of its Initial Value
Pricing
Date:
On or about February 28, 2017
Original
Issue Date (Settlement Date):
On or about March 3, 2017
Observation
Dates*:
May 30, 2017, August 28, 2017, November 28, 2017, February 28, 2018, May 29, 2018 and August 28, 2018 (the “Valuation
Date”)
Contingent
Interest Payment Dates*:
June 2, 2017, September 1, 2017, December 1, 2017, March 5, 2018, June 1, 2018 and the Maturity
Date
Maturity
Date*:
August 31, 2018
* Subject to postponement in the event of a
market disruption event and as described under “General Terms of Notes — Postponement of a Determination Date —
Notes Linked to Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in
the accompanying product supplement
|
Early Redemption:
We, at our election, may redeem the Notes early, in whole but
not in part, on any of the Contingent Interest Payment Dates (other than the first, second and final Contingent Interest Payment
Dates) at a price, for each $1,000 principal amount Note, equal to $1,000
plus
any accrued and unpaid Contingent Interest
Payment. If we intend to redeem your Notes early, we will deliver notice to The Depository Trust Company, or DTC, at least five
business days before the applicable Contingent Interest Payment Date on which the Notes are redeemed early.
Payment at Maturity:
If the Notes have not been redeemed early and the Final Value
of each Index is greater than or equal to its Trigger Value, you will receive a cash payment at maturity, for each $1,000 principal
amount Note, equal to (a) $1,000
plus
(b) the Contingent Interest Payment applicable to the Valuation Date.
If the Notes have not been redeemed early and the Final Value
of either Index is less than its Trigger Value, your payment at maturity per $1,000 principal amount Note will be calculated as
follows:
$1,000 + ($1,000 × Lesser Performing
Index Return)
If the Notes have not been redeemed early and the Final Value
of either Index is less than its Trigger Value, you will lose more than 30.00% of your principal amount at maturity and could lose
all of your principal amount at maturity.
Lesser Performing Index:
The
Index with the Lesser Performing Index Return
Lesser Performing Index Return:
The
lower of the Index Returns of the Indices
Index Return:
With respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial
Value:
With respect to each Index
, t
he closing
level of that Index on the Pricing Date
Final
Value:
With respect to each Index, the closing level of that Index on the Valuation
Date
|
PS-
1
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
How
the Notes Work
Payment in Connection with the First and Second
Observation Dates
Payments in Connection with Observation Dates
(Other than the First and Second Observation Dates and the Valuation Date)
PS-
2
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
Payment at Maturity If the
Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The table below illustrates the hypothetical
total Contingent Interest Payments per $1,000 principal amount Note over the term of the Notes based on a hypothetical Contingent
Interest Rate of 6.70% per annum, depending on how many Contingent Interest Payments are made prior to early redemption or maturity.
The actual Contingent Interest Rate will be provided in the pricing supplement and will be at least 6.70% per annum.
Number of Contingent Interest
Payments
|
Total Contingent Interest
Payments
|
6
|
$100.50
|
5
|
$83.75
|
4
|
$67.00
|
3
|
$50.25
|
2
|
$33.50
|
1
|
$16.75
|
0
|
$0.00
|
Hypothetical
Payout Examples
The following examples illustrate payments on
the Notes linked to two hypothetical Indices, assuming a range of performances for the hypothetical Lesser Performing Index on
the Observation Dates.
The hypothetical payments set forth below assume
the following:
|
·
|
the Notes have not been redeemed early;
|
|
·
|
an Initial Value for the Lesser Performing Index of 100.00;
|
|
·
|
a Coupon Barrier and Trigger Value for the Lesser Performing Index of 70.00 (equal to 70.00% of its hypothetical Initial Value);
and
|
|
·
|
a Contingent Interest Rate of 6.70% per annum (payable at a rate of 1.675% per quarter).
|
The hypothetical Initial Value of the Lesser
Performing Index of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value of
either Index. The actual Initial Value of each Index will be the closing level of that Index on the Pricing Date and will be provided
in the pricing supplement. For historical data regarding the actual closing levels of each Index, please see the historical information
set forth under “The Indices” in this pricing supplement.
Each hypothetical payment set forth below is
for illustrative purposes only and may not be the actual payment applicable to a purchaser of the Notes. The numbers appearing
in the following examples have been rounded for ease of analysis.
PS-
3
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
Example 1 — Notes have NOT been redeemed
early and the Final Value of the Lesser Performing Index is greater than or equal to its Trigger Value.
Date
|
Closing Level of Lesser Performing Index
|
Payment (per $1,000 principal amount Note)
|
First Observation Date
|
95.00
|
$16.75
|
Second Observation Date
|
85.00
|
$16.75
|
Third through Fifth Observation Dates
|
Less than Coupon Barrier
|
$0
|
Valuation Date
|
90.00
|
$1,016.75
|
|
Total Payment
|
$1,050.25 (5.025% return)
|
Because the Notes have not been redeemed early
and the Final Value of the Lesser Performing Index is greater than or equal to its Trigger Value, the payment at maturity, for
each $1,000 principal amount Note, will be $1,016.75 (or $1,000
plus
the Contingent Interest Payment applicable to the Valuation
Date). When added to the Contingent Interest Payments received with respect to the prior Observation Dates, the total amount paid,
for each $1,000 principal amount Note, is $1,050.25.
Example
2 — Notes have NOT been redeemed early and the Final Value of the Lesser Performing Index is less than its Trigger Value
.
Date
|
Closing Level of Lesser Performing Index
|
Payment (per $1,000 principal amount Note)
|
First Observation Date
|
45.00
|
$0
|
Second Observation Date
|
55.00
|
$0
|
Third through Fifth Observation Dates
|
Less than Coupon Barrier
|
$0
|
Valuation Date
|
50.00
|
$500.00
|
|
Total Payment
|
$500.00 (-50.00% return)
|
Because the Notes have not been redeemed early,
the Final Value of the Lesser Performing Index is less than its Trigger Value and the Lesser Performing Index Return is -50.00%,
the payment at maturity will be $500.00 per $1,000 principal amount Note, calculated as follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returns and hypothetical payments
on the Notes shown above apply
only if you hold the Notes for their entire term.
These hypotheticals do not reflect the
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.
Selected
Risk Considerations
An investment in the Notes involves significant
risks. These risks are explained in more detail in the “Risk Factors” sections of the accompanying product supplement
and underlying supplement.
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
|
The Notes do not guarantee any return
of principal. If the Notes have not been redeemed early and the Final Value of either Index is less than its Trigger Value, you
will lose 1% of the principal amount of your Notes for every 1% that the Final Value of the Lesser Performing Index is less than
its Initial Value. Accordingly, under these circumstances, you will lose more than 30.00% of your principal amount at maturity
and could lose all of your principal amount at maturity.
|
·
|
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
|
If the Notes have not been redeemed
early, we will make a Contingent Interest Payment with respect to an Observation Date only if the closing level of each Index on
that Observation Date is greater than or equal to its Coupon Barrier. If the closing level of either Index on that Observation
Date is less than its Coupon Barrier, no Contingent Interest Payment will be made with respect to that Observation Date. Accordingly,
if the closing level of either Index on each Observation Date is less than its Coupon Barrier, you will not receive any interest
payments over the term of the Notes.
PS-
4
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
|
·
|
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
|
Investors are dependent on our and
JPMorgan Chase & Co.’s ability to pay all amounts due on the Notes. Any actual or potential change in our or JPMorgan
Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely
to adversely affect the value of the Notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you
may not receive any amounts owed to you under the Notes and you could lose your entire investment.
|
·
|
AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —
|
As a finance subsidiary of JPMorgan
Chase & Co., we have no independent operations beyond the issuance and administration of our securities. Aside from the initial
capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of our affiliates to
make payments under loans made by us or other intercompany agreements. As a result, we are dependent upon payments from our affiliates
to meet our obligations under the Notes. If these affiliates do not make payments to us and we fail to make payments on the Notes,
you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rank
pari passu
with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.
|
·
|
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER
THE TERM OF THE NOTES,
|
regardless of any appreciation in
the level of either Index, which may be significant. You will not participate in any appreciation in the level of either Index.
We and our affiliates play a variety
of roles in connection with the Notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests
are potentially adverse to your interests as an investor in the Notes. It is possible that hedging or trading activities of ours
or our affiliates in connection with the Notes could result in substantial returns for us or our affiliates while the value of
the Notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying
product supplement.
|
·
|
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE
LEVEL OF EACH INDEX
—
|
Payments on the Notes are not linked
to a basket composed of the Indices and are contingent upon the performance of each individual Index. Poor performance by either
of the Indices over the term of the Notes may negatively affect whether you will receive a Contingent Interest Payment on any Interest
Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by the other Index.
|
·
|
YOUR PAYMENT AT MATURITY MAY BE DETERMINED BY THE LESSER PERFORMING INDEX.
|
|
·
|
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE VALUATION DATE —
|
If the Final Value of either Index
is less than its Trigger Value and the Notes have not been redeemed early, the benefit provided by the Trigger Value will terminate
and you will be fully exposed to any depreciation in the closing level of the Lesser Performing Index.
|
·
|
THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
|
If we elect to redeem your Notes early,
the term of the Notes may be reduced to as short as approximately nine months and you will not receive any Contingent Interest
Payments after the applicable Contingent Interest Payment Date. There is no guarantee that you would be able to reinvest the proceeds
from an investment in the Notes at a comparable return and/or with a comparable interest rate for a similar level of risk. Even
in cases where we elect to redeem your Notes before maturity, you are not entitled to any fees and commissions described on the
front cover of this pricing supplement.
|
·
|
YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES.
|
|
·
|
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE RUSSELL 2000
®
INDEX —
|
Small capitalization companies may
be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization
companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits
downward stock price pressure under adverse market conditions.
PS-
5
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
|
·
|
NON-U.S. SECURITIES RISK WITH RESPECT TO THE FTSE
®
100 INDEX —
|
The equity securities included in
the FTSE
®
100 Index have been issued by non-U.S. companies. Investments in securities linked to the value of such
non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S.
equity securities. Also, there is generally less publicly available information about companies in some of these jurisdictions
than there is about U.S. companies that are subject to the reporting requirements of the SEC.
|
·
|
NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE FTSE
®
100 INDEX —
|
The value of your Notes will not be
adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the equity securities included in
the FTSE
®
100 Index are based, although any currency fluctuations could affect the performance of the FTSE
®
100 Index.
|
·
|
THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS COUPON BARRIER OR TRIGGER VALUE IS GREATER IF THE LEVEL OF THAT
INDEX IS VOLATILE.
|
The Notes will not be listed on any
securities exchange. Accordingly, the price at which you may be able to trade your Notes is likely to depend on the price, if any,
at which JPMS is willing to buy the Notes. You may not be able to sell your Notes. The Notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
|
·
|
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
|
You should consider your potential
investment in the Notes based on the minimums for the estimated value of the Notes and the Contingent Interest Rate.
|
·
|
THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES —
|
The estimated value of the Notes is
only an estimate determined by reference to several factors. The original issue price of the Notes will exceed the estimated value
of the Notes because costs associated with selling, structuring and hedging the Notes are included in the original issue price
of the Notes. These costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent in hedging our obligations under the Notes and the estimated cost of hedging our obligations under
the Notes. See “The Estimated Value of the Notes” in this pricing supplement.
|
·
|
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES
—
|
See “The Estimated Value of
the Notes” in this pricing supplement.
|
·
|
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
|
The internal funding
rate used in the determination of the estimated value of the Notes is based on, among other things, our and our affiliates’
view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the
Notes
in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase
& Co.
The use of an internal funding rate and any potential changes to that rate may have
an adverse effect on the terms of the Notes and any secondary market prices of the Notes. See “The Estimated Value of the
Notes” in this pricing supplement.
|
·
|
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN
THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
|
We generally expect that some of the
costs included in the original issue price of the Notes will be partially paid back to you in connection with any repurchases of
your Notes by JPMS in an amount that will decline to zero over an initial predetermined period. See “Secondary Market Prices
of the Notes” in this pricing supplement for additional information relating to this initial period. Accordingly, the estimated
value of your Notes during this initial period may be lower than the value of the Notes as published by JPMS (and which may be
shown on your customer account statements).
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES —
|
Any secondary market prices of the
Notes will likely be lower than the original issue price of the Notes because, among other things, secondary market prices take
into account our internal secondary market funding rates for structured debt issuances and,
PS-
6
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
also, because secondary market prices
(a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included
in the original issue price of the Notes. As a result, the price, if any, at which JPMS will be willing to buy the Notes from you
in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the
Maturity Date could result in a substantial loss to you.
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
|
The secondary market price of the
Notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other,
aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the levels of the Indices. Additionally,
independent pricing vendors and/or third party broker-dealers may publish a price for the Notes, which may also be reflected on
customer account statements. This price may be different (higher or lower) than the price of the Notes, if any, at which JPMS may
be willing to purchase your Notes in the secondary market. See “Risk Factors — Risks Relating to the Estimated Value
and Secondary Market Prices of the Notes — Secondary market prices of the Notes will be impacted by many economic and market
factors” in the accompanying product supplement.
PS-
7
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
The
Indices
The Russell 2000
®
Index consists
of the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index calculation methodology,
consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 2000
®
Index
is designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information
about the Russell 2000
®
Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying
underlying supplement.
The FTSE
®
100 Index measures the
composite price performance of stocks of the largest 100 companies (determined on the basis of market capitalization) traded on
the London Stock Exchange. For additional information about the FTSE
®
100 Index, see “Equity Index Descriptions
— The FTSE
®
100 Index” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical
performance of each Index based on the weekly historical closing levels from January 6, 2012 through February 24, 2017. The closing
level of the Russell 2000
®
Index on February 24, 2017 was 1,394.525. The closing level of the FTSE
®
100 Index on February 24, 2017 was 7,243.70. We obtained the closing levels above and below from the Bloomberg Professional
®
service (“Bloomberg”), without independent verification.
The historical closing levels of each Index should
not be taken as an indication of future performance, and no assurance can be given as to the closing level of either Index on the
Pricing Date or any Observation Date. There can be no assurance that the performance of the Indices will result in the return of
any of your principal amount or the payment of any interest.
PS-
8
| Structured Investments
Contingent Coupon Callable Yield Notes Linked to the Lesser Performing of the Russell 2000
®
Index and the FTSE
®
100 Index
|
|
Tax
Treatment
You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. In determining our
reporting responsibilities we intend to treat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with
associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled
“Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid
Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement. Based on the advice of Davis
Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable
treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the Notes could be
materially 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 and the relevance of factors such
as the nature of the underlying property to which the instruments are linked. 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 affect the tax consequences of an investment in the Notes, possibly with retroactive effect. You should consult
your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes, including possible alternative
treatments and the issues presented by this notice.
Non-U.S. Holders — Tax Considerations
.
The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to
take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is
provided), a withholding agent may nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible
reduction of that rate under an applicable income tax treaty), unless income from your Notes is effectively connected with your
conduct of a trade or business in the United States (and, if an applicable treaty so requires, attributable to a permanent establishment
in the United States). If you are not a United States person, you are urged to consult your tax adviser regarding the U.S. federal
income tax consequences of an investment in the Notes in light of your particular circumstances.
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, the applicable regulations exclude from the scope of Section 871(m) instruments issued
in 2017 that do not have a delta of 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 Notes 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 Notes. You should consult your tax adviser
regarding the potential application of Section 871(m) to the Notes.
FATCA.
Withholding under legislation commonly referred to as “FATCA” could apply to payments with respect to the Notes
that are treated as U.S.-source “fixed or determinable annual or periodical” income (“FDAP Income”) for
U.S. federal income tax purposes (such as interest, if the Notes are recharacterized, in whole or in part, as debt instruments,
or Contingent Interest Payments if they are otherwise treated as FDAP Income). Under a recent IRS notice, withholding under FATCA
will not apply to payments of gross proceeds (other than any amount treated as FDAP Income) of a taxable disposition, including
an early redemption or redemption at maturity, of the Notes. You should consult your tax adviser regarding the potential application
of FATCA to the Notes.
In the event
of any withholding on the Notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the Notes set forth on
the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
debt component with the same maturity as the Notes, valued using the internal funding rate described below, and (2) the derivative
or derivatives underlying the economic terms of the Notes. The estimated value of the Notes does not represent a minimum price
at which JPMS would be willing to buy your Notes in any secondary market (if any exists) at any time. The internal funding rate
used in the determination of the estimated value of the Notes is based on, among other things, our and our affiliates’ view
of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes
in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. For additional
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information, see “Selected
Risk Considerations — The Estimated Value of the Notes 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 Notes is derived from internal pricing models of our affiliates. These models are dependent on inputs
such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable,
and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market
events and/or environments. Accordingly, the estimated value of the Notes is determined when the terms of the Notes are set based
on market conditions and other relevant factors and assumptions existing at that time.
The estimated value of the Notes does not represent
future values of the Notes and may differ from others’ estimates. Different pricing models and assumptions could provide
valuations for the Notes that are greater than or less than the estimated value of the Notes. In addition, market conditions and
other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the
Notes could change significantly based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s
creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be
willing to buy Notes from you in secondary market transactions.
The estimated value of the Notes will be lower
than the original issue price of the Notes because costs associated with selling, structuring and hedging the Notes are included
in the original issue price of the Notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the Notes and the estimated cost of hedging our obligations under the Notes. Because hedging our obligations entails risk
and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected,
or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the Notes may be allowed
to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.
See “Selected Risk Considerations — The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price
to Public) of the Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact
any secondary market prices of the Notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes — Secondary market prices of the Notes will be impacted by many economic and market factors” in
the accompanying product supplement. In addition, we generally expect that some of the costs included in the original issue price
of the Notes will be partially paid back to you in connection with any repurchases of your Notes by JPMS in an amount that will
decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances,
estimated hedging costs and our internal secondary market funding rates for structured debt issuances. This initial predetermined
time period is intended to be the shorter of six months and one-half of the stated term of the Notes. The length of any such initial
period reflects the structure of the Notes, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the Notes and when these costs are incurred, as determined by our affiliates. See “Selected
Risk Considerations — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements)
May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.
Supplemental
Use of Proceeds
The Notes are offered to meet investor demand
for products that reflect the risk-return profile and market exposure provided by the Notes. See “How the Notes Work”
and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the
Notes and “The Indices” in this pricing supplement for a description of the market exposure provided by the Notes.
The original issue price of the Notes is equal
to the estimated value of the Notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus
(minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the Notes, plus the estimated cost of hedging our obligations under the Notes.
Additional
Terms Specific to the Notes
You may revoke your offer to purchase the Notes
at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the
terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the terms of the Notes,
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 Notes are a part, and the more detailed information
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contained in the accompanying product supplement and the
accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the
Notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary
or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures
or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk
Factors” sections of the accompanying product supplement and the accompanying underlying supplement, as the Notes involve
risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisers before you invest in the Notes.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website
is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”
and “our” refer to JPMorgan Financial.
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