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 selling commissions, projected hedging profits,
if
any, and, in
some circumstances, estimated hedging costs and our internal
secondary market funding rates for structured debt
issuances. 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
“Hypothetical Payout Profile” and “How the Notes Work” 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 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 prospectus
supplement and the accompanying product 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.