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Share Name | Share Symbol | Market | Type |
---|---|---|---|
JP Morgan Chase and Co | NYSE:JPM | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.83 | -0.95% | 191.45 | 194.99 | 191.64 | 193.11 | 8,153,683 | 01:00:00 |
JPMorgan Chase Financial Company LLC
|
May 2016
|
SUMMARY TERMS
|
||
Issuer:
|
JPMorgan Chase Financial Company LLC
|
|
Guarantor:
|
JPMorgan Chase & Co.
|
|
Underlying indices:
|
EURO STOXX 50
®
Index
(the “SX5E” Index), the S&P 500
®
Index (the “SPX Index”) and Russell 2000
®
Index (the “RTY Index”) (each an “underlying index”)
|
|
Aggregate principal amount:
|
$
|
|
Optional early redemption:
|
We,
at our discretion
, may redeem the securities early, in whole but not in part, on any of the contingent payment dates (other than the final contingent payment date) for the early redemption payment. If we intend to redeem your securities early, we will deliver notice to The Depository Trust Company, or DTC, at least three business days before the applicable contingent payment date. Any early redemption of the securities will be at our discretion and will not automatically occur based on the performance of the underlying indices. No further payments will be made on the securities after they have been redeemed. No further payments will be made on the securities once they have been redeemed.
|
|
Early redemption payment:
|
The early redemption payment will be an amount equal to (i) the stated principal amount
plus
(ii) any contingent quarterly payment otherwise due with respect to the related quarterly monitoring period.
|
|
Contingent quarterly payment:
|
·
If the closing level of each underlying index is greater than or equal to its downside threshold level on each day during a quarterly monitoring period, we will pay a contingent quarterly payment of at least $25.875 (at least 2.5875% of the stated principal amount) per security on the related contingent payment date. The actual contingent quarterly payment will be provided in the pricing supplement.
·
If the closing level of
any
underlying index is less than its downside threshold level on
any
day during a quarterly monitoring period, no contingent quarterly payment will be payable with respect to that quarterly monitoring period. It is possible that one or more of the underlying indices will be below their respective downside threshold levels on at least one day during most or all of the quarterly monitoring periods so that you will receive few or no contingent quarterly payments.
|
|
Payment at maturity:
|
·
If the final index value of
each
underlying index is
greater than or equal to
its downside threshold level:
|
(i) the stated principal amount
plus
(ii) if the closing level of each underlying index on each day during the final quarterly monitoring period is greater than or equal to its downside threshold level, the contingent quarterly payment with respect to the final quarterly monitoring period.
|
·
If the final index value of
any
underlying index is less than its downside threshold level:
|
(i) the stated principal amount
times
(ii) the index performance factor of the worst performing underlying index. This cash payment will be less than 65% of the stated principal amount of the securities and could be zero.
|
|
Downside threshold level:
|
With respect to the SX5E Index: , which is equal to 65% of its initial index value
With respect to the SPX Index: , which is equal to 65% of its initial index value
With respect to the RTY Index: , which is equal to 65% of its initial index value
|
|
Stated principal amount:
|
$1,000 per security
|
|
Issue price:
|
$1,000 per security (see “Commissions and issue price” below)
|
|
Pricing date:
|
On or about May , 2016 (expected to price on or about May 11, 2016)
|
|
Original issue date:
|
May , 2016 (3 business days after the pricing date) (Settlement date)
|
|
Maturity date:
|
May 16, 2018, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
|
|
Terms continued on the following page
|
||
Agent:
|
J.P. Morgan Securities LLC (“JPMS”)
|
Commissions and issue price:
|
Price to public
(1)
|
Fees and commissions
|
Proceeds to issuer
|
Per security
|
$1,000.00
|
$15.00
(2)
|
$980.00
|
$5.00
(3)
|
|||
Total
|
$
|
$
|
$
|
(1) | See “Additional Information about the Securities — Supplemental use of proceeds and hedging” in this document for information about the components of the price to public of the securities. |
(2) | JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”). In no event will these selling commissions exceed $15.00 per $1,000 stated principal amount security. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
(3) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5.00 for each $1,000 stated principal amount security |
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Terms continued from previous page:
|
|
Quarterly monitoring period:
|
With respect to each contingent payment date, the period from but excluding the second immediately preceding determination date (or, in the case of the first determination date, from but excluding the pricing date) to and including the immediately preceding determination date
|
Initial index value:
|
With respect to the SX5E Index: , which is its closing level on the pricing date.
With respect to the SPX Index: , which is its closing level on the pricing date
With respect to the RTY Index: , which is its closing level on the pricing date
|
Final index value:
|
With respect to each underlying index, the closing level on the final determination date
|
Worst performing underlying
index:
|
The underlying index with the worst index performance factor
|
Index performance factor:
|
With respect to each underlying index, the final index value
divided by
the initial index value
|
Determination dates:
|
August 11, 2016, November 11, 2016, February 13, 2017, May 11, 2017, August 11, 2017, November 13, 2017, February 12, 2018 and May 11, 2018, subject to postponement for non-trading days and certain market disruption events.
|
Contingent payment dates:
|
With respect to each quarterly monitoring period other than the final quarterly monitoring period, the third business day after the related determination date on which the related quarterly monitoring period ends. The payment of the contingent quarterly payment, if any, with respect to the final quarterly monitoring period will be made on the maturity date.
|
CUSIP/ISIN:
|
46646ECL4 / US46646ECL48
|
Listing:
|
The securities will not be listed on any securities exchange.
|
May 2016
|
Page
2
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
May 2016
|
Page
3
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
May 2016
|
Page
4
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
May 2016
|
Page
5
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Hypothetical contingent
quarterly payment:
|
A contingent quarterly payment of $25.875 per quarter per security will be paid on the securities on each contingent payment date
but only if
the closing level of each underlying index is at or above its downside threshold level on each day during the related quarterly monitoring period.
|
Early redemption:
|
We,
at our discretion
, may redeem the securities early, in whole but not in part, on any of the contingent payment dates (other than the final contingent payment date) for the early redemption payment equal to the stated principal amount plus any contingent quarterly payment otherwise due with respect to the related quarterly monitoring period
.
|
Payment at maturity (if the
securities have not been
redeemed early):
|
If the final index value of each
underlying index is
greater than or equal to
its downside threshold level: the stated principal amount and, if the closing level of each underlying index on each day of the final quarterly monitoring period is greater than or equal to its downside threshold level, the contingent quarterly payment with respect to the final quarterly monitoring period.
If the final index value of any
underlying index is less than
its downside threshold level: (i) the stated principal amount
times
(ii) the index performance factor of the worst performing underlying index
|
Stated principal amount:
|
$1,000 per security
|
Hypothetical initial index value:
|
With respect to the SX5E Index: 2,900.00
With respect to the SPX Index: 2,100.00
With respect to the RTY Index: 1,100
.000
|
Hypothetical downside
threshold level:
|
With respect to the SX5E Index: 1,885.00, which is 65% of the hypothetical initial index value for such index
With respect to the SPX Index: 1,365.00, which is 65% of the hypothetical initial index value for such index
With respect to the RTY Index: 715.000, which is 65% of the hypothetical initial index value for such index
|
May 2016
|
Page
6
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Lowest closing level during quarterly monitoring period
|
Contingent quarterly
payment
|
|||
SX5E Index
|
SPX Index
|
RTY Index
|
||
Hypothetical Quarterly
Monitoring Period 1
|
2,300
(
at or above
downside
threshold level)
|
1,700
(
at or above
downside
threshold level)
|
900
(
at or above
downside
threshold level)
|
$25.875
|
Hypothetical Quarterly
Monitoring Period 2
|
1,800
(
below
downside
threshold level)
|
1,100
(
below
downside
threshold level)
|
950
(
at or above
downside
threshold level)
|
$0
|
Hypothetical Quarterly
Monitoring Period 3
|
2,600
(
at or above
downside
threshold level)
|
1,800
(
at or above
downside
threshold level)
|
600
(
below
downside
threshold level)
|
$0
|
Hypothetical Quarterly
Monitoring Period 4
|
1,400
(
below
downside
threshold level)
|
1,000
(
below
downside
threshold level)
|
500
(
below
downside
threshold level)
|
$0
|
Lowest closing level during quarterly monitoring period
|
Early redemption payment
|
|||
SX5E Index
|
SPX Index
|
RTY Index
|
||
Example 1:
|
1,800
(
below
downside
threshold level)
|
1,700
(
at or above
downside threshold
level)
|
600
(
below
downside
threshold level)
|
$1.000 (the stated principal
amount)
|
Example 2:
|
2,600
(
at or above
downside threshold
level)
|
1,800
(
at or above
downside threshold
level)
|
1,000
(
at or above
downside threshold
level)
|
$1,025.875 (the stated
principal amount plus the
contingent quarterly payment
with respect to the related
quarterly monitoring period)
|
May 2016
|
Page
7
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
May 2016
|
Page
8
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
§ | The securities do not guarantee the return of any principal and your investment in the securities may result in a loss. The terms of the securities differ from those of ordinary debt securities in that the securities do not guarantee the return of any of the principal amount at maturity. Instead, if the securities have not been redeemed prior to maturity and if the final index value of any of the underlying indices is less than its downside threshold level, you will be exposed to the decline in the closing level of the worst performing underlying index, as compared to its initial index value, on a 1-to-1 basis. Under these circumstances, you will receive for each security that you hold at maturity a cash payment equal to the stated principal amount times the index performance factor of the worst performing underlying index. In this case, your payment at maturity will be less than 65% of the stated principal amount and could be zero. |
§ | You will not receive any contingent quarterly payment for any quarterly monitoring period if the closing level of any underlying index is less than its downside threshold level on any day during that quarterly monitoring period. The terms of the securities differ from those of ordinary debt securities in that the securities do not guarantee the payment of regular interest. Instead, a contingent quarterly payment will be made with respect to a quarterly monitoring period only if the closing level of each underlying index on each day during the quarterly monitoring period is greater than or equal to its downside threshold level . If the closing level of any underlying index is below its downside threshold level on any day during a quarterly monitoring period, you will not receive a contingent quarterly payment for that quarterly monitoring period. |
§ | The contingent quarterly payment is based on the closing levels of the underlying indices during the quarterly monitoring periods. Whether the contingent quarterly payment will be made with respect to a quarterly monitoring period will be based on the closing level of each underlying index on each day during that quarterly monitoring period. As a result, you will not know whether you will receive the contingent quarterly payment until the end of the related quarterly monitoring period. Moreover, because the contingent quarterly payment is based on the closing level of each underlying index on each day during that quarterly monitoring period, if the closing level of any of the underlying indices on any day during that quarterly monitoring period is below its downside threshold level , you will not receive any contingent quarterly payment with respect to that quarterly monitoring period, even if the closing level of that underlying index was higher on other days during that quarterly monitoring period. |
§ | You are exposed to the price risk of all three underlying indices, with respect to all the contingent quarterly payments, if any, and the payment at maturity, if any. Your return on the securities is not linked to a basket consisting of the underlying indices. Rather, it will be contingent upon the independent performance of each underlying index. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each underlying index. The performance of the underlying indices may not be correlated. Poor performance by any underlying index over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying indices. Accordingly, your investment is subject to the risk of decline in the closing level of each underlying index. |
§ | Because the securities are linked to the performance of the worst performing underlying index, you are exposed to greater risks of no contingent quarterly payments and sustaining a significant loss on your |
May 2016
|
Page
10
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
§ | The securities are subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co., and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings or credit spreads may adversely affect the market value of the securities. Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the securities. Any actual or anticipated decline in our or JPMorgan Chase & Co.’s credit ratings or increase in our or JPMorgan Chase & Co.’s credit spreads determined by the market for taking that credit risk is likely to adversely affect the market value of the securities. If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the securities 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 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. |
§ | Investors will not participate in any appreciation in any underlying index. Investors will not participate in any appreciation in any underlying index from its initial index value, and the return on the securities will be limited to the contingent quarterly payment that is paid with respect to each quarterly monitoring period during which the closing level of each underlying index on each day is greater than or equal to its downside threshold level , if any. |
§ | The securities are subject to risks associated with securities issued by non-U.S. companies, with respect to the SX5E Index. The equity securities included in the SX5E 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, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC , and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. |
§ | The securities are not directly exposed to fluctuations in foreign exchange rates with respect to the SX5E Index. The value of your securities will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the equity securities included in the SX5E Index are based, although any currency fluctuations could affect the performance of the SX5E Index. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the securities, you will not receive any additional payment or incur any reduction in any payment on the securities. |
§ | An investment in the securities is subject to risks associated with small capitalization stocks with respect to the RTY Index. The stocks that constitute the RTY Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies. 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. |
§ | Early redemption risk. The term of your investment in the securities may be limited to as short as approximately three months by the optional early redemption feature of the securities. Any early redemption of the securities will be at our discretion and will not automatically occur based on the performance of the underlying indices. It is more likely that we will redeem the securities when it would otherwise be advantageous for you to continue to hold the securities. |
May 2016
|
Page
11
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
§ | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the securities and other affiliates of the issuer may be different from those of investors. We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and as an agent of the offering of the securities, 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, 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. The calculation agent will determine the initial index values, the downside threshold levels and the final index values and whether the closing value of each underlying index on any day during any quarterly monitoring period or on the final determination date is below its downside threshold level. Determinations made by the calculation agent, including with respect to the occurrence or non-occurrence of market disruption events, may affect the payment to you at maturity or upon an early redemption. |
§ | 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 structuring fee, 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 “Additional Information about the Securities — The estimated value of the securities” in this document. |
§ | 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. This estimated value of the securities is based on market conditions and other relevant factors existing at the time of pricing 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 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 “Additional Information about the Securities — The estimated value of the securities” in this document. |
§ | 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 |
May 2016
|
Page
12
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
§ | 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, the structuring fee, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt issuances. See “Additional Information about the Securities — Secondary market prices of the securities” in this document 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). |
§ | 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 the structuring fee 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. |
§ | Secondary market prices of the securities will be impacted by many economic and market factors. 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, structuring fee, projected hedging profits, if any, estimated hedging costs and the closing level of each underlying index, including: |
o | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
o | customary bid-ask spreads for similarly sized trades; |
o | our internal secondary market funding rates for structured debt issuances; |
o | the actual and expected volatility in the closing level of each underlying index; |
o | the time to maturity of the securities; |
o | whether the closing level of any underlying index has been, or is expected to be, less than its downside threshold level on any day during any quarterly monitoring period; |
o | whether we are expected to exercise our right to redeem the securities early; |
o | the dividend rates on the equity securities included in the underlying indices; |
o | the actual and expected positive or negative correlation between the underlying indices, or the actual or expected absence of any such correlation; |
o | interest and yield rates in the market generally; |
o | 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 included in the SX5E Index trade and the correlation among those rates and the levels of the SX5E Index; and |
o | a variety of other economic, financial, political, regulatory and judicial events. |
May 2016
|
Page
13
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
§ | Investing in the securities is not equivalent to investing in any underlying index. Investing in the securities is not equivalent to investing in any underlying index or its component stocks. Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute any underlying index. |
§ | Adjustments to any underlying index could adversely affect the value of the securities. The underlying index publisher of any underlying index may discontinue or suspend calculation or publication of that underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated and published by the calculation agent or any of its affiliates. |
§ | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the securities. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the securities on or prior to the pricing date and prior to maturity could adversely affect the closing levels of the underlying indices. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial index values and, as a result, the downside threshold levels, which are the respective levels at or above which the underlying indices must close on each day during a quarterly monitoring period in order for you to earn a contingent quarterly payment or, if the securities are not redeemed prior to maturity, the respective levels at or above which the underlying indices must close on the final determination date in order for you to avoid being exposed to the negative price performance of the worst performing underlying index at maturity. Additionally, these hedging or trading activities during the term of the securities could potentially affect the values of the underlying indices on any day during any quarterly monitoring period or on the final determination date and, accordingly, whether investors will receive one or more contingent quarterly payments and, if the securities are not redeemed prior to maturity, the payment to you at maturity. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the securities declines. |
§ | Secondary trading may be limited. The securities will not be listed on a securities exchange. There may be little or no secondary market for the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. JPMS may act as a market maker for the securities, but is not required to do so. Because we do not expect that other market makers will participate significantly in the 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. If at any time JPMS or another agent does not act as a market maker, it is likely that there would be little or no secondary market for the securities. |
§ | The final terms and valuation of the securities will be provided in the pricing supplement. The final terms of the securities will be provided in the pricing supplement. In particular, each of the estimated value of the securities and the contingent quarterly payment will be provided in the pricing supplement and each may be as low as the applicable minimum set forth on the cover of this document. Accordingly, you should consider your potential investment in the securities based on the minimums for the estimated value of the securities and the contingent quarterly payment. |
§ | The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper U.S. federal income tax treatment of the securities, and we do not intend to request a ruling from the IRS. The IRS might not accept, and a court might not uphold, the treatment of the securities as prepaid forward contracts with associated contingent coupons, as described in “Additional Information about the Securities — Additional Provisions — Tax considerations” in this document and in “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the securities, the timing and character of any income or loss on the securities could be materially affected. Although the U.S. federal income tax treatment of contingent quarterly payments (including any contingent quarterly payments paid in connection with an early redemption or at maturity) is uncertain, in determining our reporting responsibilities we intend (in the absence of an administrative determination or judicial ruling to the contrary) to treat any contingent quarterly payments as ordinary income. 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 securities, possibly with retroactive effect. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product |
May 2016
|
Page
14
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
May 2016
|
Page
15
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Bloomberg Ticker Symbol:
|
SX5E
|
52 Week High (on 5/21/2015):
|
3,688.72
|
Current Closing Level:
|
2,938.75
|
52 Week Low (on 2/11/2016):
|
2,680.35
|
52 Weeks Ago (on 5/4/2015):
|
3,632.94
|
EURO STOXX 50
®
Index
|
High
|
Low
|
Period End
|
2011
|
|||
First Quarter
|
3,068.00
|
2,721.24
|
2,910.91
|
Second Quarter
|
3,011.25
|
2,715.88
|
2,848.53
|
Third Quarter
|
2,875.67
|
1,995.01
|
2,179.66
|
Fourth Quarter
|
2,476.92
|
2,090.25
|
2,316.55
|
2012
|
|||
First Quarter
|
2,608.42
|
2,286.45
|
2,477.28
|
Second Quarter
|
2,501.18
|
2,068.66
|
2,264.72
|
Third Quarter
|
2,594.56
|
2,151.54
|
2,454.26
|
Fourth Quarter
|
2,659.95
|
2,427.32
|
2,635.93
|
2013
|
|||
First Quarter
|
2,749.27
|
2,570.52
|
2,624.02
|
Second Quarter
|
2,835.87
|
2,511.83
|
2,602.59
|
Third Quarter
|
2,936.20
|
2,570.76
|
2,893.15
|
Fourth Quarter
|
3,111.37
|
2,902.12
|
3,109.00
|
2014
|
|||
First Quarter
|
3,172.43
|
2,962.49
|
3,161.60
|
Second Quarter
|
3,314.80
|
3,091.52
|
3,228.24
|
Third Quarter
|
3,289.75
|
3,006.83
|
3,225.93
|
Fourth Quarter
|
3,277.38
|
2,874.65
|
3,146.43
|
2015
|
|||
First Quarter
|
3,731.35
|
3,007.91
|
3,697.38
|
Second Quarter
|
3,828.78
|
3,424.30
|
3,424.30
|
Third Quarter
|
3,686.58
|
3,019.34
|
3,100.67
|
Fourth Quarter
|
3,506.45
|
3,069.05
|
3,267.52
|
2016
|
|||
First Quarter
|
3,178.01
|
2,680.35
|
3,004.93
|
May 2016
|
Page
16
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
EURO STOXX 50
®
Index
|
High
|
Low
|
Period End
|
Second Quarter (through May 4, 2016)
|
3,151.69
|
2,871.57
|
2,938.75
|
EURO STOXX 50
®
Index Historical Performance – Daily Closing Levels
January 3, 2011 to May 4, 2016
|
*The dotted line in the graph indicates the hypothetical downside threshold level, equal to 65% of the closing level on May 4, 2016. The actual downside threshold level will be based on the closing level on the pricing date.
|
May 2016
|
Page
17
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Bloomberg Ticker Symbol:
|
SPX
|
52 Week High (on 5/21/2015):
|
2,130.82
|
Current Closing Level:
|
2,051.12
|
52 Week Low (on 2/11/2016):
|
1,829.08
|
52 Weeks Ago (on 5/4/2015):
|
2,114.49
|
May 2016
|
Page
18
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
S&P 500
®
Index Historical Performance – Daily Closing Levels
January 3, 2011 to May 4, 2016
|
*The dotted line in the graph indicates the hypothetical downside threshold level, equal to 65% of the closing level on May 4, 2016. The actual downside threshold level will be based on the closing level on the pricing date.
|
May 2016
|
Page
19
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Bloomberg Ticker Symbol:
|
RTY
|
52 Week High (on 6/23/2015):
|
1,295.799
|
Current Closing Level:
|
1,113.135
|
52 Week Low (on 2/11/2016):
|
953.715
|
52 Weeks Ago (on 5/4/2015):
|
1,233.217
|
Russell 2000
®
Index
|
High
|
Low
|
Period End
|
2011
|
|||
First Quarter
|
843.549
|
773.184
|
843.549
|
Second Quarter
|
865.291
|
777.197
|
827.429
|
Third Quarter
|
858.113
|
643.421
|
644.156
|
Fourth Quarter
|
765.432
|
609.490
|
740.916
|
2012
|
|||
First Quarter
|
846.129
|
747.275
|
830.301
|
Second Quarter
|
840.626
|
737.241
|
798.487
|
Third Quarter
|
864.697
|
767.751
|
837.450
|
Fourth Quarter
|
852.495
|
769.483
|
849.350
|
2013
|
|||
First Quarter
|
953.068
|
872.605
|
951.542
|
Second Quarter
|
999.985
|
901.513
|
977.475
|
Third Quarter
|
1,078.409
|
989.535
|
1,073.786
|
Fourth Quarter
|
1,163.637
|
1,043.459
|
1,163.637
|
2014
|
|||
First Quarter
|
1,208.651
|
1,093.594
|
1,173.038
|
Second Quarter
|
1,192.964
|
1,095.986
|
1,192.964
|
Third Quarter
|
1,208.150
|
1,101.676
|
1,101.676
|
Fourth Quarter
|
1,219.109
|
1,049.303
|
1,204.696
|
2015
|
|||
First Quarter
|
1,266.373
|
1,154.709
|
1,252.772
|
Second Quarter
|
1,295.799
|
1,215.417
|
1,253.947
|
Third Quarter
|
1,273.328
|
1,083.907
|
1,100.688
|
Fourth Quarter
|
1,204.159
|
1,097.552
|
1,135.889
|
May 2016
|
Page
20
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Russell 2000
®
Index
|
High
|
Low
|
Period End
|
2016
|
|||
First Quarter
|
1,114.028
|
935.715
|
1,114.028
|
Second Quarter (through May 4, 2016)
|
1,154.149
|
1,092.785
|
1,113.135
|
Russell 2000
®
Index Historical Performance – Daily Closing Levels
January 3, 2011 to May 4, 2016
|
*The dotted line in the graph indicates the hypothetical downside threshold level, equal to 65% of the closing level on May 4, 2016. The actual downside threshold level will be based on the closing level on the pricing date.
|
May 2016
|
Page
21
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
Additional Provisions
|
|
Record date:
|
The record date for each contingent payment date is the date one business day prior to that contingent payment date.
|
Postponement of maturity
date:
|
If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled final determination date is not a trading day or if a market disruption event occurs on that day so that the final determination date is postponed and falls less than three business days prior to the scheduled maturity date, the maturity date of the securities will be postponed to the third business day following that final determination date as postponed.
|
Minimum ticketing size:
|
$1,000 / 1 security
|
Trustee:
|
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company)
|
Calculation agent:
|
JPMS
|
The estimated value of the
securities:
|
The estimated value of the securities set forth on the cover of this document 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 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. For additional information, see “Risk Factors — The estimated value of the securities is derived by reference to an internal funding rate” in this document. 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 on the pricing date is based on market conditions and other relevant factors and assumptions existing at that time. See “Risk Factors — The estimated value of the securities does not represent future values of the securities and may differ from others’ estimates” in this document.
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 JPMS and other affiliated or unaffiliated dealers, the structuring fee, 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 “Risk Factors — The estimated value of the securities will be lower than the original issue price (price to public) of the securities” in this document.
|
Secondary market prices
of the securities:
|
For information about factors that will impact any secondary market prices of the securities, see “Risk Factors — Secondary market prices of the securities will be impacted by many economic and market factors” in this document. 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 the shorter of six months and one-half of the stated term of the securities. The length of any such initial period reflects 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 “Risk Factors — 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.”
|
Tax considerations:
|
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 securities for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and (ii) any contingent quarterly 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
|
May 2016
|
Page
22
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
May 2016
|
Page
23
|
JPMorgan Chase Financial Company LLC
|
Contingent Income Callable Securities due May 16, 2018
Based on the Worst Performing of the EURO STOXX 50
®
Index, the S&P 500
®
Index and the Russell 2000
®
Index
Principal at Risk Securities |
information:
|
such offer by notifying the applicable 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 document 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 document, 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, stand-alone 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. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the 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):
·
Product supplement no. 4-I dated April 15, 2016:
·
Underlying supplement no. 1-I dated April 15, 2016:
·
Prospectus supplement and prospectus, each dated April 15, 2016:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617.
As used in this document, “we,” “us,” and “our” refer to JPMorgan Financial.
|
May 2016
|
Page
24
|
1 Year JP Morgan Chase Chart |
1 Month JP Morgan Chase Chart |
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