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 prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. The amount payable at maturity, if any, will reflect the performance of the
Basket, as increased by the Basket Adjustment Factor. Assuming a Basket Adjustment Factor of 101.50%, you will lose some or
all of your principal amount at maturity if the Basket Return reflects a decline in the closing level of the Basket of more than
approximately 1.47783%.
• 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 and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable 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. For more
information, see the accompanying prospectus addendum.
• THE NOTES DO NOT PAY INTEREST.
• CORRELATION (OR LACK OF CORRELATION) OF THE REFERENCE STOCKS -
The notes are linked to an equally weighted Basket composed of 15 Reference Stocks. In calculating the Final Basket Value, an
increase in the price of one share of one of the Reference Stocks may be moderated, or more than offset, by lesser increases or
declines in the prices of one share of the other Reference Stocks. In addition, high correlation of movements in the prices of one
share of the Reference Stocks during periods of negative returns among the Reference Stocks could have an adverse effect on the
payment at maturity on the notes.
• YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY
REFERENCE STOCK.
• LACK OF LIQUIDITY -
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 J.P. Morgan Securities LLC, which we refer to as 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 U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCERTAIN -
You should evaluate an investment in the notes in light of your particular circumstances. If you are a Non-U.S. Holder, we expect
that implicit dividend equivalent amounts will be withheld upon at a rate of 30%, subject to the possible reduction of that rate under
an applicable income tax treaty, unless that income 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), in which case, in
order to avoid withholding, you will likely be required to provide a properly completed IRS Form W-8ECI. Any "effectively connected
income" from your notes, which includes any gain from the sale or settlement of your notes that is treated as effectively connected
with your conduct of a United States trade or business, will be subject to U.S. federal income tax, and will require you to file U.S.
federal income tax returns, in each case in the same manner as if you were a U.S. Holder. If you are not a United States person,