●AS AFINANCE SUBSIDIARY, JPMORGANFINANCIAL HAS NO INDEPENDENT OPERATIONS ANDHAS LIMITED ASSETS
-
As a financesubsidiary ofJPMorgan Chase & Co., wehavenoindependentoperations beyond theissuanceandadministration of
our securities and the collection ofintercompany obligations. Aside fromtheinitial capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate toobligations of JPMorgan Chase& Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As aresult, weare dependent uponpayments fromJPMorgan
Chase & Co. tomeet our obligations under the notes. Weare not akey operating subsidiary of JPMorgan Chase& Co. and in a
bankruptcy or resolution ofJPMorganChase& Co. we are not expected to havesufficient resources to meet our obligations in
respect ofthenotes as they comedue. If JPMorgan Chase & Co. does not makepayments to us and weareunableto make
payments on thenotes, you may have toseek payment under the related guaranteeby JPMorganChase & Co., andthat
guarantee will rank paripassu with all other unsecured and unsubordinatedobligations of JPMorgan Chase& Co. For more
information, seethe accompanying prospectus addendum.
●THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITEDTOTHE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVERTHE TERM OFTHE NOTES,
regardless ofany appreciationof any Index, which may be significant. You will not participate in any appreciation of any Index.
●POTENTIAL CONFLICTS-
We andour affiliates play a variety of roles inconnection with the notes. In performing theseduties, our and JPMorganChase&
Co.'s economic interests are potentially adverse toyour interests as aninvestor inthenotes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantialreturns for us or our affiliates while the
value of thenotes declines. Please refer to"Risk Factors -Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●JPMORGAN CHASE & CO.IS CURRENTLY ONE OFTHE COMPANIES THAT MAKE UP THE S&P 500
®
INDEX,
but JPMorgan Chase & Co. will not have any obligation toconsider your interests intaking any corporate action that might affect
the levelofthe S&P 500
®
Index.
●ANINVESTMENT IN THE NOTES IS SUBJECT TORISKS ASSOCIATEDWITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TOTHE RUSSELL2000
®
INDEX -
Smallcapitalizationcompanies may be less ableto withstand adverse economic,market,trade and competitive conditions relative
to larger companies. Smallcapitalizationcompanies are less likely to pay dividends on their stocks, and thepresence ofadividend
payment couldbe a factor that limits downward stock pricepressureunder adverse market conditions.
●NON-U.S. SECURITIES RISK WITHRESPECT TOTHE NASDAQ-100INDEX
®
-
The non-U.S. equity securities includedin theNASDAQ-100 Index
®
havebeenissuedby non-U.S. companies. Investments in
securities linked to the value of suchnon-U.S. equity securities involverisks associatedwiththe home countries and/or the
securities markets inthe home countries of the issuers of those non-U.S. equity securities. Also,with respect to equity securities
that are not listedin theU.S.,there is generally less publicly available information about companies insome ofthese jurisdictions
thanthereis about U.S. companies that are subject to the reportingrequirements ofthe SEC.
●YOUARE EXPOSED TO THE RISKOFDECLINE IN THE LEVELOFEACHINDEX-
Payments onthe notes are not linkedto a basket composed of theIndices and arecontingent uponthe performance of each
individual Index. Poor performance by any oftheIndices over the termof the notes may result in thenotes not being automatically
calledon a ReviewDate, may negatively affect whether youwillreceivea Contingent Interest Payment onany Interest Payment
Date and your payment at maturity and willnot be offset or mitigatedby positiveperformance by any other Index.
●YOUR PAYMENT ATMATURITY WILLBE DETERMINEDBY THE LEASTPERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ONTHE FINALREVIEW DATE-
If the FinalValueofany Index is less thanits Trigger Value andthe notes have not beenautomatically called, the benefit provided
by the Trigger Valuewillterminateandyouwillbefully exposedto any depreciationofthe Least Performing Index.
●THE AUTOMATICCALL FEATURE MAY FORCE APOTENTIAL EARLY EXIT -
If your notes are automatically called, thetermofthenotes may be reducedto as short as approximately three months andyouwill
not receiveany Contingent InterestPayments after theapplicableCallSettlement Date. Thereis no guaranteethat you wouldbe
able to reinvest theproceeds from an investment inthe notes ata comparable return and/or with a comparable interest rate for a
similar level of risk. Even in cases where thenotes are called before maturity, youarenot entitled toany fees and commissions
described on the front cover of this pricing supplement.
●YOUWILLNOTRECEIVE DIVIDENDSON THE SECURITIES INCLUDED INANY INDEX ORHAVE ANY RIGHTS WITH
RESPECT TOTHOSE SECURITIES.
●THE RISK OFTHE CLOSING LEVEL OFANINDEX FALLING BELOWITS INTEREST BARRIER OR TRIGGERVALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
●LACK OFLIQUIDITY-
The notes willnot belistedonany securities exchange.Accordingly,theprice at which you may beableto tradeyour notes is likely
to depend on theprice, if any, at which JPMS is willingto buy the notes.You may not be ableto sellyour notes. The notes arenot
designed tobeshort-term trading instruments. Accordingly, you shouldbe able and willing toholdyour notes to maturity.
●THE FINAL TERMS AND VALUATION OFTHE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You shouldconsider your potential investment in the notes basedonthe minimums for theestimated value of thenotes and the
Contingent Interest Rate.