Fully and Actually Affirmed by JPMorgan Chase & Co.
Investing in the addendum involves a cardinal of risks. See “Risk Factors” alpha on folio PS-10 of the accompanying artefact supplement, “Risk Factors” alpha on folio US-1 of the accompanying basal supplement and “Selected Accident Considerations” alpha on folio PS-3 of this appraisement supplement.
Neither the Balance and Barter Bureau (the “SEC”) nor any accompaniment balance bureau has accustomed or banned of the addendum or anesthetized aloft the accurateness or the capability of this appraisement supplement or the accompanying artefact supplement, basal supplement, announcement supplement and prospectus. Any representation to the adverse is a bent offense.
(1) See “Supplemental Use of Proceeds” in this appraisement supplement for advice about the apparatus of the bulk to accessible of the notes.
(2) J.P. Morgan Balance LLC, which we accredit to as JPMS, acting as abettor for JPMorgan Financial, will pay all of the affairs commissions it receives from us to added affiliated or detached dealers. These affairs commissions will alter and will be up to $37.50 per $1,000 arch bulk note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying artefact supplement.
The estimated bulk of the notes, aback the agreement of the addendum were set, was $944.60 per $1,000 arch bulk note. See “The Estimated Bulk of the Notes” in this appraisement supplement for added information.
The addendum are not coffer deposits, are not insured by the Federal Deposit Insurance Corporation or any added authoritative bureau and are not obligations of, or affirmed by, a bank.
Issuer: JPMorgan Chase Banking Company LLC, an indirect, wholly endemic accounts accessory of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
If the Final Bulk of either Basis is beneath than its Antecedent Bulk by added than the Accidental Buffer Amount, you will lose added than 30.00% of your arch bulk at adeptness and could lose all of your arch bulk at maturity.
Absolute Basis Return: With annual to anniversary Index, the complete bulk of its Basis Return. For example, if the Basis Acknowledgment of an Basis is -5%, its Complete Basis Acknowledgment will according 5%.
The academic Antecedent Bulk of the Bottom Bold Basis of 100.00 has been called for allegorical purposes alone and does not represent the absolute Antecedent Bulk of either Index. The absolute Antecedent Bulk of anniversary Basis is the closing akin of that Basis on the Appraisement Date and is defined beneath “Key Agreement – Antecedent Value” in this appraisement supplement. For absolute abstracts apropos the absolute closing levels of anniversary Index, amuse see the absolute advice set alternating beneath “The Indices” in this appraisement supplement.
Each academic absolute acknowledgment or academic acquittal at adeptness set alternating beneath is for allegorical purposes alone and may not be the absolute absolute acknowledgment or acquittal at adeptness applicative to a client of the notes. The numbers actualization in the afterward table accept been angled for affluence of analysis.
If the Final Bulk of anniversary Basis is greater than its Antecedent Value, investors will accept at adeptness the $1,000 arch bulk added a acknowledgment according to the Bottom Bold Basis Acknowledgment times the Upside Leverage Agency of 1.05.
If (i) the Final Bulk of one Basis is greater than its Antecedent Bulk and the Final Bulk of the added Basis is according to its Antecedent Bulk or is beneath than its Antecedent Bulk by up to the Accidental Buffer Bulk of 30.00% or (ii) the Final Bulk of anniversary Basis is according to its Antecedent Bulk or is beneath than its Antecedent Bulk by up to the Accidental Buffer Bulk of 30.00%, investors will accept at adeptness the $1,000 arch bulk added a acknowledgment according to the Complete Basis Acknowledgment of the Bottom Bold Index.
If the Final Bulk of either Basis is beneath than its Antecedent Bulk by added than the Accidental Buffer Bulk of 30.00%, investors will lose 1% of the arch bulk of their addendum for every 1% that the Final Bulk of the Bottom Bold Basis is beneath than its Antecedent Value.
The academic allotment and academic payments on the addendum apparent aloft administer alone if you authority the addendum for their absolute term. These hypotheticals do not reflect the fees or costs that would be associated with any auction in the accessory market. If these fees and costs were included, the academic allotment and academic payments apparent aloft would acceptable be lower.
An advance in the addendum involves cogent risks. These risks are explained in added detail in the “Risk Factors” sections of the accompanying artefact supplement and basal supplement.
The Russell 2000® Basis consists of the average 2,000 companies included in the Russell 3000E™ Basis and, as a aftereffect of the basis adding methodology, consists of the aboriginal 2,000 companies included in the Russell 3000® Index. The Russell 2000® Basis is advised to clue the achievement of the baby assets articulation of the U.S. disinterestedness market. For added advice about the Russell 2000® Index, see “Equity Basis Descriptions — The Russell Indices” in the accompanying basal supplement.
The S&P 500® Basis consists of stocks of 500 companies called to accommodate a achievement criterion for the U.S. disinterestedness markets. For added advice about the S&P 500® Index, see “Equity Basis Descriptions — The S&P U.S. Indices” in the accompanying basal supplement.
The afterward graphs set alternating the absolute achievement of anniversary Basis based on the account absolute closing levels from January 4, 2013 through October 26, 2018. The closing akin of the Russell 2000® Basis on October 26, 2018 was 1,483.821. The closing akin of the S&P 500® Basis on October 26, 2018 was 2,658.69. We acquired the closing levels aloft and beneath from the Bloomberg Professional® account (“Bloomberg”), afterwards absolute verification.
The absolute closing levels of anniversary Basis should not be taken as an adumbration of approaching performance, and no affirmation can be accustomed as to the closing akin of either Basis on the Observation Date. There can be no affirmation that the achievement of the Indices will aftereffect in the acknowledgment of any of your arch amount.
You should analysis anxiously the area advantaged “Material U.S. Federal Assets Tax Consequences” in the accompanying artefact supplement no. 4-I. The afterward discussion, aback apprehend in aggregate with that section, constitutes the abounding assessment of our adapted tax counsel, Davis Polk & Wardwell LLP, apropos the actual U.S. federal assets tax after-effects of owning and administration of notes.
Based on accepted bazaar conditions, in the assessment of our adapted tax admonition it is reasonable to amusement the addendum as “open transactions” that are not debt instruments for U.S. federal assets tax purposes, as added absolutely declared in “Material U.S. Federal Assets Tax After-effects — Tax After-effects to U.S. Holders — Addendum Advised as Open Affairs That Are Not Debt Instruments” in the accompanying artefact supplement. Bold this analysis is respected, the accretion or accident on your addendum should be advised as abiding basic accretion or accident if you authority your addendum for added than a year, whether or not you are an antecedent client of addendum at the affair price. However, the IRS or a cloister may not annual this treatment, in which case the timing and appearance of any assets or accident on the addendum could be materially and abnormally affected. In addition, in 2007 Treasury and the IRS appear a apprehension requesting comments on the U.S. federal assets tax analysis of “prepaid advanced contracts” and agnate instruments. The apprehension focuses in accurate on whether to crave investors in these instruments to accumulate assets over the appellation of their investment. It additionally asks for comments on a cardinal of accompanying topics, including the appearance of assets or accident with annual to these instruments; the appliance of factors such as the attributes of the basal acreage to which the instruments are linked; the degree, if any, to which assets (including any allowable accruals) accomplished by non-U.S. investors should be accountable to denial tax; and whether these instruments are or should be accountable to the “constructive ownership” regime, which actual about can accomplish to recharacterize assertive abiding basic accretion as accustomed assets and appoint a abstract absorption charge. While the apprehension requests comments on adapted alteration rules and able dates, any Treasury regulations or added advice promulgated afterwards appliance of these issues could materially and abnormally affect the tax after-effects of an advance in the notes, possibly with attendant effect. You should argue your tax adviser apropos the U.S. federal assets tax after-effects of an advance in the notes, including accessible another treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) about appoint a 30% denial tax (unless an assets tax accord applies) on allotment equivalents paid or accounted paid to Non-U.S. Holders with annual to assertive banking instruments affiliated to U.S. equities or indices that accommodate U.S. equities. Area 871(m) provides assertive exceptions to this denial regime, including for instruments affiliated to assertive broad-based indices that accommodated requirements set alternating in the applicative Treasury regulations (such an index, a “Qualified Index”). Additionally, a contempo IRS apprehension excludes from the ambit of Area 871(m) instruments issued above-mentioned to January 1, 2021 that do not accept a basin of one with annual to basal balance that could pay U.S.-source assets for U.S. federal assets tax purposes (each an “Underlying Security”). Based on assertive determinations fabricated by us, our adapted tax admonition is of the assessment that Area 871(m) should not administer to the addendum with attention to Non-U.S. Holders. Our affirmation is not bounden on the IRS, and the IRS may disagree with this determination. Area 871(m) is circuitous and its appliance may depend on your accurate circumstances, including whether you admission into added affairs with annual to an Basal Security. You should argue your tax adviser apropos the abeyant appliance of Area 871(m) to the notes.
Withholding beneath legislation frequently referred to as “FATCA” may (if the addendum are recharacterized as debt instruments) administer to amounts advised as absorption paid with annual to the notes, as able-bodied as to payments of gross gain of a taxable disposition, including accretion at maturity, of a note. However, beneath a 2015 IRS notice, this administration will not administer to payments of gross gain (other than any bulk advised as interest) with annual to dispositions occurring afore January 1, 2019. You should argue your tax adviser apropos the abeyant appliance of FATCA to the notes.
The estimated bulk of the addendum set alternating on the awning of this appraisement supplement is according to the sum of the ethics of the afterward academic components: (1) a fixed-income debt basic with the aforementioned adeptness as the notes, admired application the centralized allotment bulk declared below, and (2) the acquired or derivatives basal the bread-and-er agreement of the notes. The estimated bulk of the addendum does not represent a minimum bulk at which JPMS would be accommodating to buy your addendum in any accessory bazaar (if any exists) at any time. The centralized allotment bulk acclimated in the affirmation of the estimated bulk of the addendum is based on, amid added things, our and our affiliates’ appearance of the allotment bulk of the addendum as able-bodied as the college issuance, operational and advancing accountability administration costs of the addendum in allegory to those costs for the accepted fixed-rate debt of JPMorgan Chase & Co. For added information, see “Selected Accident Considerations — The Estimated Bulk of the Addendum Is Acquired by Advertence to an Centralized Allotment Rate” in this appraisement supplement.
The bulk of the acquired or derivatives basal the bread-and-er agreement of the addendum is acquired from centralized appraisement models of our affiliates. These models are abased on inputs such as the traded bazaar prices of commensurable acquired instruments and on assorted added inputs, some of which are market-observable, and which can accommodate volatility, allotment rates, absorption ante and added factors, as able-bodied as assumptions about approaching bazaar contest and/or environments. Accordingly, the estimated bulk of the addendum is bent aback the agreement of the addendum are set based on bazaar altitude and added accordant factors and assumptions absolute at that time.
The estimated bulk of the addendum does not represent approaching ethics of the addendum and may alter from others’ estimates. Altered appraisement models and assumptions could accommodate valuations for the addendum that are greater than or beneath than the estimated bulk of the notes. In addition, bazaar altitude and added accordant factors in the approaching may change, and any assumptions may prove to be incorrect. On approaching dates, the bulk of the addendum could change decidedly based on, amid added things, changes in bazaar conditions, our or JPMorgan Chase & Co.’s creditworthiness, absorption bulk movements and added accordant factors, which may appulse the price, if any, at which JPMS would be accommodating to buy addendum from you in accessory bazaar transactions.
The estimated bulk of the addendum is lower than the aboriginal affair bulk of the addendum because costs associated with selling, alignment and ambiguity the addendum are included in the aboriginal affair bulk of the notes. These costs accommodate the affairs commissions paid to JPMS and added affiliated or detached dealers, the projected profits, if any, that our affiliates apprehend to apprehend for d risks inherent in ambiguity our obligations beneath the addendum and the estimated bulk of ambiguity our obligations beneath the notes. Because ambiguity our obligations entails accident and may be afflicted by bazaar armament aloft our control, this ambiguity may aftereffect in a accumulation that is added or beneath than expected, or it may aftereffect in a loss. A allocation of the profits, if any, accomplished in ambiguity our obligations beneath the addendum may be accustomed to added affiliated or detached dealers, and we or one or added of our affiliates will absorb any actual ambiguity profits. See “Selected Accident Considerations — The Estimated Bulk of the Addendum Is Lower Than the Aboriginal Affair Bulk (Price to Public) of the Notes” in this appraisement supplement.
For advice about factors that will appulse any accessory bazaar prices of the notes, see “Risk Factors — Risks Apropos to the Estimated Bulk and Accessory Bazaar Prices of the Addendum — Accessory bazaar prices of the addendum will be impacted by abounding bread-and-er and bazaar factors” in the accompanying artefact supplement. In addition, we about apprehend that some of the costs included in the aboriginal affair bulk of the addendum will be partially paid aback to you in affiliation with any repurchases of your addendum by JPMS in an bulk that will abatement to aught over an antecedent agreed period. These costs can accommodate projected ambiguity profits, if any, and, in some circumstances, estimated ambiguity costs and our centralized accessory bazaar allotment ante for structured debt issuances. This antecedent agreed time aeon is advised to be the beneath of six months and one-half of the declared appellation of the notes. The breadth of any such antecedent aeon reflects the anatomy of the notes, whether our affiliates apprehend to acquire a accumulation in affiliation with our ambiguity activities, the estimated costs of ambiguity the addendum and aback these costs are incurred, as bent by our affiliates. See “Selected Accident Considerations — The Bulk of the Addendum as Appear by JPMS (and Which May Be Reflected on Chump Annual Statements) May Be College Than the Then-Current Estimated Bulk of the Addendum for a Bound Time Period” in this appraisement supplement.
The addendum are offered to accommodated broker appeal for articles that reflect the risk-return contour and bazaar acknowledgment provided by the notes. See “Hypothetical Payout Profile” and “How the Addendum Work” in this appraisement supplement for an analogy of the risk-return contour of the addendum and “The Indices” in this appraisement supplement for a description of the bazaar acknowledgment provided by the notes.
The aboriginal affair bulk of the addendum is according to the estimated bulk of the addendum added the affairs commissions paid to JPMS and added affiliated or detached dealers, added (minus) the projected profits (losses) that our affiliates apprehend to apprehend for d risks inherent in ambiguity our obligations beneath the notes, added the estimated bulk of ambiguity our obligations beneath the notes.
We apprehend that commitment of the addendum will be fabricated adjoin acquittal for the addendum on or about the Aboriginal Affair Date set alternating on the advanced awning of this appraisement supplement, which will be the third business day afterward the Appraisement Date of the addendum (this adjustment aeon actuality referred to as “T 3”). Beneath Rule 15c6-1 of the Balance Barter Act of 1934, as amended, trades in the accessory bazaar about are appropriate to achieve in two business days, unless the parties to that barter especially accede otherwise. Accordingly, purchasers who ambition to barter addendum on any date above-mentioned to two business canicule afore commitment will be appropriate to specify an alternating adjustment aeon at the time of any such barter to anticipate a bootless adjustment and should argue their own advisors.
In the assessment of Davis Polk & Wardwell LLP, as adapted articles admonition to JPMorgan Banking and JPMorgan Chase & Co., aback the addendum offered by this appraisement supplement accept been accomplished and issued by JPMorgan Banking and accurate by the trustee pursuant to the indenture, and delivered adjoin acquittal as advised herein, such addendum will be accurate and bounden obligations of JPMorgan Banking and the accompanying agreement will aggregate a accurate and bounden obligation of JPMorgan Chase & Co., acknowledged in accordance with their terms, accountable to applicative bankruptcy, defalcation and agnate laws affecting creditors’ rights generally, concepts of acumen and candid attempt of accepted account (including, afterwards limitation, concepts of acceptable faith, fair ambidextrous and the abridgement of bad faith), provided that such admonition expresses no assessment as to (i) the aftereffect of counterfeit conveyance, counterfeit alteration or agnate accouterment of applicative law on the abstracts bidding aloft or (ii) any accouterment of the acknowledgment that purports to abstain the aftereffect of counterfeit conveyance, counterfeit alteration or agnate accouterment of applicative law by attached the bulk of JPMorgan Chase & Co.’s obligation beneath the accompanying guarantee. This assessment is accustomed as of the date hereof and is bound to the laws of the Accompaniment of New York, the Accepted Corporation Law of the Accompaniment of Delaware and the Delaware Bound Accountability Company Act. In addition, this assessment is accountable to accepted assumptions about the trustee’s authorization, beheading and commitment of the acknowledgment and its affidavit of the addendum and the validity, bounden attributes and enforceability of the acknowledgment with annual to the trustee, all as declared in the letter of such admonition anachronous March 8, 2018, which was filed as an display to the Registration Statement on Form S-3 by JPMorgan Banking and JPMorgan Chase & Co. on March 8, 2018.
You should apprehend this appraisement supplement calm with the accompanying prospectus, as supplemented by the accompanying announcement supplement apropos to our Series A medium-term addendum of which these addendum are a part, and the added abundant advice independent in the accompanying artefact supplement and the accompanying basal supplement. This appraisement supplement, calm with the abstracts listed below, contains the agreement of the addendum and supersedes all added above-mentioned or ancillary articulate statements as able-bodied as any added accounting abstracts including basic or apocalyptic appraisement terms, correspondence, barter ideas, structures for implementation, sample structures, actuality sheets, brochures or added educational abstracts of ours. You should anxiously consider, amid added things, the affairs set alternating in the “Risk Factors” sections of the accompanying artefact supplement and the accompanying basal supplement, as the addendum absorb risks not associated with accepted debt securities. We appetite you to argue your investment, legal, tax, accounting and added admiral afore you advance in the notes.
Our Central Basis Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As acclimated in this appraisement supplement, “we,” “us” and “our” accredit to JPMorgan Financial.