ISSUER FREE WRITING PROSPECTUS |
JPMorgan Chase & Co. Trigger Autocallable Optimization Securities
Linked to the S&P 500® Index due on or about September 29, 2017
Investment Description |
Trigger Autocallable Optimization Securities, which we refer to as the "Securities," are unsecured and unsubordinated debt securities issued by JPMorgan Chase & Co. ("JPMorgan Chase") linked to the performance of a specific index (the "Index"). The Securities are designed for investors who believe that the level of the Index will remain flat or increase during the term of the Securities. If the Index closes at or above the Initial Index Level on any Observation Date, JPMorgan Chase will automatically call the Securities and pay you a Call Price equal to the principal amount per Security plus a Call Return. The Call Return increases the longer the Securities are outstanding. If by maturity the Securities have not been called, JPMorgan Chase will either repay the full principal amount or, if the Index closes below the Trigger Level on the Final Valuation Date, JPMorgan Chase will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the decline in the Index from the Trade Date to the Final Valuation Date. A higher Call Return rate is generally associated with greater expected volatility and therefore a greater risk of loss. Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose some or all of your principal amount. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of JPMorgan Chase. If JPMorgan Chase were to default on its payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your entire investment. |
Features | Key Dates | |||
Call Return: JPMorgan Chase will automatically call the Securities for a Call Price equal to the principal amount plus a Call Return if the closing level of the Index on any Observation Date is equal to or greater than the Initial Index Level. The Call Return increases the longer the Securities are outstanding. If the Securities are not called, investors will have the potential for downside equity market risk at maturity. Contingent Repayment of Principal Amount at Maturity: If by maturity the Securities have not been called and the level of the Index does not close below the Trigger Level on the Final Valuation Date, JPMorgan Chase will pay you the principal amount per Security at maturity. If the level of the Index closes below the Trigger Level on the Final Valuation Date, JPMorgan Chase will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the decline in the Index from the Trade Date to the Final Valuation Date. The contingent repayment of principal applies only if you hold the Securities until maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of JPMorgan Chase. |
Trade Date1 | September 28, 2015 | ||
Original Issue Date (Settlement Date)1 | September 30, 2015 | |||
Observation Dates2 | Quarterly (see page 4) | |||
Final Valuation Date2 | September 25, 2017 | |||
Maturity Date2 | September 29, 2017 | |||
1 | Expected. In the event that we make any change to the expected Trade Date and Settlement Date, the Observation Dates, the Final Valuation Date and/or the Maturity Date will be changed so that the stated term of the Securities remains the same. | |||
2 | Subject to postponement in the event of a market disruption event and as described under "General Terms of Notes Postponement of a Determination Date Notes Linked to a Single Underlying Notes Linked to a Single Underlying (Other Than a Commodity Index)" and "General Terms of Notes Postponement of a Payment Date" in the accompanying product supplement no. UBS-1a-I | |||
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT
INSTRUMENTS. JPMORGAN CHASE IS NOT NECESSARILY OBLIGATED TO REPAY THE
FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE
SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE INDEX. THIS
MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING
A DEBT OBLIGATION OF JPMORGAN CHASE. YOU SHOULD NOT PURCHASE THE
SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE
SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER "KEY RISKS"
BEGINNING ON PAGE 5 AND UNDER "RISK FACTORS" BEGINNING ON PAGE PS-9
OF THE ACCOMPANYING PRODUCT SUPPLEMENT NO. UBS-1A-I AND UNDER "RISK FACTORS" BEGINNING ON PAGE US-2 OF THE ACCOMPANYING
UNDERLYING SUPPLEMENT NO. 1A-I BEFORE PURCHASING ANY SECURITIES.
EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND
UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE
RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL
INVESTMENT IN THE SECURITIES. THE SECURITIES WILL NOT BE LISTED ON
ANY SECURITIES EXCHANGE. |
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Security Offering | |||||
We are offering Trigger Autocallable Optimization Securities linked to the S&P 500® Index. The Securities are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples thereof. The Initial Index Level and the Trigger Level will be finalized on the Trade Date and provided in the pricing supplement. The actual Trigger Level will not be greater than the high end of the range listed below, but you should be willing to invest in the Securities if the Trigger Level were set equal to the high end of that range. | |||||
Index | Call Return Rate | Initial Index Level | Trigger Level | CUSIP | ISIN |
S&P 500® Index (Bloomberg ticker: SPX) | 8.00% per annum | | 72% to 78% of the Initial Index Level |
48127Y797 | US48127Y7976 |
See "Additional Information about JPMorgan Chase & Co. and the Securities" in this free writing prospectus. The Securities will have the terms specified in the prospectus and the prospectus supplement, each dated November 7, 2014, product supplement no. UBS-1a-I dated November 7, 2014, underlying supplement no. 1a-I dated November 7, 2014 and this free writing prospectus. The terms of the Securities as set forth in this free writing prospectus, to the extent they differ or conflict with those set forth in product supplement no. UBS-1a-I, will supersede the terms set forth in product supplement no. UBS-1a-I.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Securities or passed upon the accuracy or the adequacy of this free writing prospectus or the accompanying prospectus, prospectus supplement, product supplement no. UBS-1a-I and underlying supplement no. 1a-I. Any representation to the contrary is a criminal offense.
Price to Public(1) | Fees and Commissions(2) | Proceeds to Issuer | |||||
Offering of Securities | Total | Per Security | Total | Per Security | Total | Per Security | |
Securities linked to the S&P 500® Index | $10 | $0.15 | $9.85 | ||||
(1) | See "Supplemental Use of Proceeds" in this free writing prospectus for information about the components of the price to public of the Securities | ||||||
(2) |
UBS Financial Services Inc., which we refer to as UBS, will receive
selling commissions from us that will not exceed $0.15 per $10
principal amount Security. See "Plan of Distribution (Conflicts of
Interest)" beginning on page PS-87 of the accompanying product
supplement no. UBS-1a-I, as supplemented by "Supplemental Plan of
Distribution" in this free writing prospectus.
If the Securities priced today and assuming a Trigger Level equal to
the middle of the range listed above, the estimated value of the
Securities as determined by J.P. Morgan Securities LLC, which we
refer to as JPMS, would be approximately $9.731 per $10 principal
amount Security. JPMS's estimated value of the Securities, when the
terms of the Securities are set, will be provided by JPMS in the
pricing supplement and will not be less than $9.50 per $10 principal
amount Security. See "JPMS's Estimated Value of the Securities" in this free writing
prospectus for additional information.
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The Securities are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Additional Information about JPMorgan Chase & Co. and the Securities
JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov and searching company filings for the term "JPMorgan Chase & Co." Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement, product supplement no. UBS-1a-I, underlying supplement no. 1a-I and this free writing prospectus if you so request by calling toll-free 866-535-9248.
You may revoke your offer to purchase the Securities at any time prior to the time at which we accept such offer by notifying the 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 free writing prospectus together with the prospectus, as supplemented by the prospectus supplement, each dated November 7, 2014, relating to our Series E medium-term notes of which these Securities are a part, and the more detailed information contained in product supplement no. UBS-1a-I dated November 7, 2014 and underlying supplement no. 1a-I dated November 7, 2014. This free writing prospectus, 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, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in "Risk Factors" in the accompanying product supplement no. UBS-1a-I and "Risk Factors" in the accompanying underlying supplement no. 1a-I, as the Securities involve risks not associated with conventional debt securities.
You may access these on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):
♦ | Product supplement no. UBS-1a-I dated November 7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008409/e61360_424b2.pdf |
♦ | Underlying supplement no. 1a-I dated November 7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008410/e61337_424b2.pdf |
♦ | Prospectus supplement and prospectus, each dated November 7, 2014: http://www.sec.gov/Archives/edgar/data/19617/000089109214008397/e61348_424b2.pdf |
As used in this free writing prospectus, the "Issuer," "JPMorgan Chase," "we," "us" and "our" refer to JPMorgan Chase & Co.
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Investor Suitability
The Securities may be suitable for you if, among other considerations: ♦You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment. ♦You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as an investment in the Index. ♦You believe the Index will close at or above the Initial Index Level on one of the specified Observation Dates. ♦You understand and accept that you will not participate in any appreciation in the level of the Index and that your potential return is limited to the applicable Call Return. ♦You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations of the Index. ♦You would be willing to invest in the Securities if the Trigger Level were set equal to the high end of the range indicated on the cover hereof (the actual Trigger Level will be finalized on the Trade Date and provided in the pricing supplement and will not be greater than the high end of the range listed on the cover). ♦You do not seek current income from this investment and are willing to forgo dividends paid on the stocks included in the Index. ♦You are willing to invest in securities that may be called early or you are otherwise willing to hold such securities to maturity. ♦You accept that there may be little or no secondary market for the Securities and that any secondary market will depend in large part on the price, if any, at which JPMS, is willing to trade the Securities. ♦You are willing to assume the credit risk of JPMorgan Chase for all payments under the Securities, and understand that if JPMorgan Chase defaults on its obligations you may not receive any amounts due to you including any repayment of principal. |
The Securities may not be suitable for you if, among other considerations: ♦You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment. ♦You cannot tolerate a loss of all or a substantial portion of your investment and are unwilling to make an investment that may have the same downside market risk as an investment in the Index. ♦You require an investment designed to provide a full return of principal at maturity. ♦You believe that the level of the Index will decline during the term of the Securities and is likely to close below the Trigger Level on the Final Valuation Date, exposing you to the full negative Index Return at maturity. ♦You seek an investment that participates in the full appreciation in the level of the Index or that has unlimited return potential. ♦You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside price fluctuations of the Index. ♦You would not be willing to invest in the Securities if the Trigger Level were set equal to the high end of the range indicated on the cover hereof (the actual Trigger Level will be finalized on the Trade Date and provided in the pricing supplement and will not be greater than the high end of the range listed on the cover). ♦You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and credit ratings. ♦You seek current income from this investment or prefer to receive the dividends paid on the stocks included in the Index. ♦You are unable or unwilling to hold securities that may be called early, or you are otherwise unable or unwilling to hold such securities to maturity, or you seek an investment for which there will be an active secondary market. ♦You are not willing to assume the credit risk of JPMorgan Chase for all payments under the Securities, including any repayment of principal. |
The suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisers have carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should also review carefully the "Key Risks" beginning on page 5 of this free writing prospectus, "Risk Factors" in the accompanying product supplement no. UBS-1a-I and "Risk Factors" in the accompanying underlying supplement no. 1a-I for risks related to an investment in the Securities.
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Indicative Terms | ||||||
Issuer | JPMorgan Chase & Co. | |||||
Issue Price | $10.00 per Security | |||||
Index | S&P 500® Index | |||||
Principal Amount | $10 per Security (subject to a minimum purchase of 100 Securities or $1,000) | |||||
Term1 | Approximately 2 years, unless called earlier | |||||
Call Feature | The Securities will be automatically called if the closing level of the Index on any Observation Date is equal to or greater than the Initial Index Level. If the Securities are automatically called, JPMorgan Chase will pay you on the applicable Call Settlement Date a cash payment per Security equal to the Call Price for the applicable Observation Date. | |||||
Observation Dates1,2 |
December 28, 2015 March 28, 2016 June 28, 2016 October 3, 2016 December 28, 2016 March 28, 2017 June 28, 2017 September 25, 2017 (Final Valuation Date) |
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Call Settlement Dates2 | 2nd business day following the applicable Observation Date, except that the Call Settlement Date for the Final Valuation Date is the Maturity Date. | |||||
Call Return | The Call Return increases the longer the Securities are outstanding and is based upon a rate of 8.00% per annum. | |||||
Call Price |
The Call Price equals the principal amount per Security plus the
applicable Call Return.
The table below reflects the Call Return rate of 8.00% per annum. |
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Observation Date1,2 | Call Settlement Dates2 | Call Return (numbers below reflect the rate of 8.00% per annum) | Call Price (per $10) |
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December 28, 2015 | December 30, 2015 | 2.00% | $10.20 | |||
March 28, 2016 | March 30, 2016 | 4.00% | $10.40 | |||
June 28, 2016 | June 30, 2016 | 6.00% | $10.60 | |||
October 3, 2016 | October 5, 2016 | 8.00% | $10.80 | |||
December 28, 2016 | December 30, 2016 | 10.00% | $11.00 | |||
March 28, 2017 | March 30, 2017 | 12.00% | $11.20 | |||
June 28, 2017 | June 30, 2017 | 14.00% | $11.40 | |||
September 25, 2017 (Final Valuation Date) | September 29, 2017 (Maturity Date) | 16.00% | $11.60 | |||
Payment at Maturity (per $10 Security) |
If the Securities are not automatically called and the Final Index
Level is equal to or greater than the Trigger Level, we will pay you a cash payment at maturity equal to $10 per $10
principal amount Security.
If the Securities are not automatically called and the Final Index
Level is less than the Trigger Level, we will pay you a cash payment at maturity that is less than $10 per
$10 principal amount Security, equal to:
$10 × (1 + Index Return) Accordingly, you will incur a loss proportionate to the negative
Index Return and will lose some or all of your investment.
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Index Return |
(Final
Index Level - Initial Index Level) |
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Initial Index Level | The closing level of the Index on the Trade Date | |||||
Final Index Level | The closing level of the Index on the Final Valuation Date | |||||
Trigger Level | Between 72% and 78% of the Initial Index Level. The actual Trigger Level will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 72% of the Initial Index Level or greater than 78% of the Initial Index Level. | |||||
1 | See footnote 1 under "Key Dates" on the front cover | |||||
2 | See footnote 2 under "Key Dates" on the front cover |
Investment Timeline | ||
Trade Date | The Initial Index Level is determined and the Trigger Level is finalized. | |
Observation Dates |
The Securities will be automatically called if the closing level of
the Index on any Observation Date is equal to or greater than the
Initial Index Level.
If the Securities are automatically called, JPMorgan Chase will pay
the Call Price for the applicable Observation Date. This payment is
equal to the principal amount plus an amount based on the Call Return
rate.
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Maturity Date |
The Final Index Level is determined as of the Final Valuation Date. If the Securities have not been automatically called and the Final
Index Level is equal to or greater than the Trigger Level, JPMorgan
Chase will repay the principal amount: equal to $10.00 per Security.
If the Securities have not been automatically called and the Final
Index Level is less than the Trigger Level, JPMorgan Chase will repay
less than the principal amount, if anything, resulting in a loss
proportionate to the decline of the Index; equal to a return of:
$10 × (1 + Index Return) per Security |
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INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN CHASE. IF JPMORGAN CHASE WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. |
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What Are the Tax Consequences of the Securities?
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product supplement no. UBS-1a-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of Securities.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the Securities as "open transactions" that are not debt instruments for U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax Consequences Tax Consequences to U.S. Holders Notes Treated as Open Transactions That Are Not Debt Instruments" in the accompanying product supplement no. UBS-1a-I. Assuming this treatment is respected, the gain or loss on your Securities should be treated as short-term capital gain or loss unless you hold your Securities for more than a year, in which case the gain or loss should be long-term capital gain or loss, whether or not you are an initial purchaser of Securities at the issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the Securities could be materially and adversely affected. 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; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. 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 and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Securities, including possible alternative treatments and the issues presented by this notice.
Withholding under legislation commonly referred to as "FATCA" may (if the Securities are recharacterized as debt instruments) apply to amounts treated as interest paid with respect to the Securities. Notwithstanding the discussion under "Material U.S. Federal Income Tax Consequences Tax Consequences to Non-U.S. Holders" in the accompanying product supplement no. UBS-1a-I, under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds of a sale of a Security occurring before January 1, 2019 (including an automatic call or redemption at maturity). You should consult your tax adviser regarding the potential application of FATCA to the Securities.
Non-U.S. holders should also note that, notwithstanding anything to the contrary in the accompanying product supplement no. UBS-1a-I, recently promulgated Treasury regulations imposing a withholding tax on certain "dividend equivalents" under certain "equity linked instruments" will not apply to the Securities.
Key Risks
An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to investing directly in the Index. These risks are explained in more detail in the "Risk Factors" section of the accompanying product supplement no. UBS-1a-I and the "Risk Factors" section of the accompanying underlying supplement no. 1a-I. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Securities.
Risks Relating to the Securities Generally
♦ | Your Investment in the Securities May Result in a Loss The Securities differ from ordinary debt securities in that JPMorgan Chase will not necessarily repay the full principal amount of the Securities. If the Securities are not automatically called and the closing level of the Index has declined below the Trigger Level on the Final Valuation Date, you will be fully exposed to any depreciation of the Index from the Initial Index Level to the Final Index Level and JPMorgan Chase will repay less than the full principal amount at maturity, resulting in a loss that is proportionate to the negative Index Return. Under these circumstances, you will lose 1% of your principal for every 1% that the Final Index Level is less than the Initial Index Level and could lose your entire principal amount. As a result, your investment in the Securities may not perform as well as an investment in a security that does not have the potential for full downside exposure to the Index at maturity. |
♦ | Credit Risk of JPMorgan Chase & Co. The Securities are unsecured and unsubordinated debt obligations of the issuer, JPMorgan Chase & Co., and will rank pari passu with all of our other unsecured and unsubordinated obligations. The Securities are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Securities, including any repayment of principal, depends on the ability of JPMorgan Chase & Co. to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Chase & Co. may affect the market value of the Securities and, in the event JPMorgan Chase & Co. were to default on its obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment. |
♦ | The Contingent Repayment of Principal Applies Only If You Hold the Securities to Maturity If you are able to sell your Securities in the secondary market, if any, prior to maturity, you may have to sell them at a loss relative to your initial investment even if the closing level of the Index is above the Trigger Level. If by maturity the Securities have not been automatically called, JPMorgan Chase will repay you the full principal amount per Security, unless the Index closes below the Trigger Level on the Final Valuation Date, Under |
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for structured debt issuances. See "Secondary Market Prices of the Securities" in this free writing prospectus 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 secondary market credit spreads for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions 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. |
The Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities to maturity. See " Lack of Liquidity" below. |
♦ | 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, projected hedging profits, if any, estimated hedging costs and the level of the Index, including: |
♦ | any actual or potential change in our creditworthiness or credit spreads; | |
♦ | customary bid-ask spreads for similarly sized trades; | |
♦ | secondary market credit spreads for structured debt issuances; | |
♦ | the actual and expected volatility in the level of the Index; | |
♦ | the time to maturity of the Securities; | |
♦ | the likelihood of an automatic call being triggered; | |
♦ | the dividend rates on the equity securities included in the Index; | |
♦ | interest and yield rates in the market generally; and | |
♦ | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the Securities, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of the Securities, if any, at which JPMS may be willing to purchase your Securities in the secondary market. |
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♦ | Tax Treatment Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax adviser about your tax situation. |
♦ | Potential JPMorgan Chase & Co. Impact on the Level of the Index Trading or transactions by JPMorgan Chase & Co. or its affiliates in the Index and/or over-the-counter options, futures or other instruments with returns linked to the performance of the Index may adversely affect the level of the Index and, therefore, the market value of the Securities. |
♦ | The Final Terms and Valuation of the Securities Will Be Finalized on the Trade Date and Provided in the Pricing Supplement The final terms of the Securities will be based on relevant market conditions when the terms of the Securities are set and will be finalized on the Trade Date and provided in the pricing supplement. In particular, each of JPMS's estimated value and the Trigger Level will be finalized on the Trade Date and provided in the pricing supplement, and JPMS's estimated value may be as low as the applicable minimum set forth on the cover of this free writing prospectus, and the Trigger Level may be as high as the maximum set forth on the cover of this free writing prospectus. Accordingly, you should consider your potential investment in the Securities based on the minimum for JPMS's estimated value and the maximum for the Trigger Level. |
Risks Relating to the Index
♦ | We Are Currently One of the Companies that Make Up the Index We are currently one of the companies that make up the Index. We will not have any obligation to consider your interests as a holder of the Securities in taking any corporate action that might affect the value of the Index and the Securities. |
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Hypothetical Examples
The examples below illustrate the hypothetical payment upon an automatic call or at maturity under different hypothetical scenarios for a $10.00 Security on an offering of the Securities linked to a hypothetical Index and assume an Initial Index Level of 100.00 and a Trigger Level of 75.00* (which is 75.00%* of the hypothetical Initial Index Level, the midpoint of the range of 72% to 78%) and reflect the Call Return rate of 8.00% per annum. The hypothetical Initial Index Level has been chosen for illustrative purposes only and may not represent a likely actual Initial Index Level. The actual Initial Index Level and the resulting Trigger Level will be based on the closing level of the Index on the Trade Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of the Index, please see the historical information set forth under "The Index" in this free writing prospectus.
Principal Amount: | $10.00 | |
Term: | Approximately 24 months (unless earlier called) | |
Initial Index Level: | 100.00 | |
Call Return Rate: | 8.00% per annum (or 2.00% per quarter) | |
Observation Dates: | Quarterly | |
Trigger Level: | 75.00* (which is 75.00%* of the hypothetical Initial Index Level) | |
* | The actual Trigger Level will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 72% of the Initial Index Level or greater than 78% of the Initial Index Level. If the actual Trigger Level is greater than the assumed Trigger Level specified above, there will be a greater possibility that the closing level of the Index will decline below the Trigger Level on the Final Valuation Date. Accordingly, your payment at maturity may be less than the return shown below. |
Example 1 Securities Are Automatically Called on the First Observation Date
Closing level at first Observation Date: | 105.00 (at or above Initial Index Level, Securities are called) |
Call Price (per Security): | $10.20 |
Because the Securities are automatically called on the first Observation Date, we will pay you on the applicable Call Settlement Date a total Call Price of $10.20 per $10.00 principal amount (2.00% return on the Securities). No further amounts will be owed on the Securities.
Example 2 Securities Are Automatically Called on the Final Valuation Date
Closing level at first Observation Date: | 95.00 (below Initial Index Level, Securities NOT called) |
Closing level at second Observation Date: | 90.00 (below Initial Index Level, Securities NOT called) |
Closing level at third to seventh Observation Dates: | Various (all below Initial Index Level, Securities NOT called) |
Closing level at Final Valuation Date: | 105.00 (at or above Initial Index Level, Securities are called) |
Call Price (per Security): | $11.60 |
Because the Securities are automatically called on the Final Valuation Date, we will pay you on the applicable Call Settlement Date (which coincides with the Maturity Date in this example) a total Call Price of $11.60 per $10.00 principal amount (16.00% return on the Securities). This reflects the maximum payment on the Securities.
Example 3 Securities Are NOT Automatically Called and the Final Index Level Is At or Above the Trigger Level
Closing level at first Observation Date: | 95.00 (below Initial Index Level, Securities NOT called) |
Closing level at second Observation Date: | 90.00 (below Initial Index Level, Securities NOT called) |
Closing level at third to seventh Observation Dates: | Various (all below Initial Index Level, Securities NOT called) |
Closing level at Final Valuation Date: | 75.00 (below Initial Index Level, but at or above Trigger Level, Securities NOT called) |
Settlement Amount (per Security): | $10.00 |
Because the Securities are not automatically called and the Final Index Level is above or equal to the Trigger Level, at maturity we will pay you a total of $10.00 per $10.00 principal amount (a zero percent return on the Securities).
Example 4 Securities Are NOT Automatically Called and the Final Index Level Is Below the Trigger Level
Closing level at first Observation Date: | 95.00 (below Initial Index Level, Securities NOT called) |
Closing level at second Observation Date: | 90.00 (below Initial Index Level, Securities NOT called) |
Closing level at third to seventh Observation Dates: | Various (all below Initial Index Level, Securities NOT called) |
Closing level at Final Valuation Date: | 40.00 (below Initial Index Level and Trigger Level, Securities NOT called) |
Settlement Amount (per Security): | $10.00 × (1 + Index Return) $10.00 × (1 + -60%) $4.00 |
Because the Securities are not automatically called and the Final Index Level is below the Trigger Level, at maturity we will pay you a total of $4.00 per $10.00 principal amount (a 60% loss on the Securities).
The hypothetical returns and hypothetical payments on the Securities shown above apply only if you hold the Securities for their entire term or until automatically called. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
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The Index
The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For additional information about the S&P 500® Index, see the information set forth under "Equity Index Descriptions The S&P 500® Index" in the accompanying underlying supplement no. 1a-I.
Historical Information Regarding the S&P 500® Index
The following table sets forth the quarterly high and low closing levels of the Index, based on daily closing levels of the Index as reported by Bloomberg Professional® service ("Bloomberg"), without independent verification. The information given below is for the four calendar quarters in each of 2010, 2011, 2012, 2013, 2014 and the first and second calendar quarters of 2015. Partial data is provided for the third calendar quarter of 2015. The closing level of the Index on September 18, 2015 was 1,958.03. The actual Initial Index Level will be the closing level of the Index on the Trade Date. We obtained the closing level of the Index above and other information below from the Bloomberg Professional® service, without independent verification. You should not take the historical levels of the Index as an indication of future performance.
Quarter Begin | Quarter End | Quarterly Closing High | Quarterly Closing Low | Close | ||||||||||
1/1/2010 | 3/31/2010 | 1,174.17 | 1,056.74 | 1,169.43 | ||||||||||
4/1/2010 | 6/30/2010 | 1,217.28 | 1,030.71 | 1,030.71 | ||||||||||
7/1/2010 | 9/30/2010 | 1,148.67 | 1,022.58 | 1,141.20 | ||||||||||
10/1/2010 | 12/31/2010 | 1,259.78 | 1,137.03 | 1,257.64 | ||||||||||
1/1/2011 | 3/31/2011 | 1,343.01 | 1,256.88 | 1,325.83 | ||||||||||
4/1/2011 | 6/30/2011 | 1,363.61 | 1,265.42 | 1,320.64 | ||||||||||
7/1/2011 | 9/30/2011 | 1,353.22 | 1,119.46 | 1,131.42 | ||||||||||
10/1/2011 | 12/31/2011 | 1,285.09 | 1,099.23 | 1,257.60 | ||||||||||
1/1/2012 | 3/31/2012 | 1,416.51 | 1,277.06 | 1,408.47 | ||||||||||
4/1/2012 | 6/30/2012 | 1,419.04 | 1,278.04 | 1,362.16 | ||||||||||
7/1/2012 | 9/30/2012 | 1,465.77 | 1,334.76 | 1,440.67 | ||||||||||
10/1/2012 | 12/31/2012 | 1,461.40 | 1,353.33 | 1,426.19 | ||||||||||
1/1/2013 | 3/31/2013 | 1,569.19 | 1,457.15 | 1,569.19 | ||||||||||
4/1/2013 | 6/17/2013 | 1,669.16 | 1,541.61 | 1,606.28 | ||||||||||
7/1/2013 | 9/30/2013 | 1,725.52 | 1,614.08 | 1,681.55 | ||||||||||
10/1/2013 | 12/31/2013 | 1,848.36 | 1,655.45 | 1,848.36 | ||||||||||
1/1/2014 | 3/31/2014 | 1,878.04 | 1,741.89 | 1,872.34 | ||||||||||
4/1/2014 | 6/30/2014 | 1,962.87 | 1,815.69 | 1,960.23 | ||||||||||
7/1/2014 | 9/30/2014 | 2,011.36 | 1,909.57 | 1,972.29 | ||||||||||
10/1/2014 | 12/31/2014 | 2,090.57 | 1,862.49 | 2,058.90 | ||||||||||
1/1/2015 | 3/31/2015 | 2,117.39 | 1,992.67 | 2,067.89 | ||||||||||
4/1/2015 | 6/30/2015 | 2,130.82 | 2,057.64 | 2,063.11 | ||||||||||
7/1/2015 | 9/18/2015 | * | 2,128.28 | 1,867.61 | 1,958.03 |
*As of the date of this free writing prospectus, available information for the third calendar quarter of 2015 includes data for the period from July 1, 2015 through September 18, 2015. Accordingly, the "Quarterly Closing High," "Quarterly Closing Low" and "Close" data indicated are for this shortened period only and do not reflect complete data for the third calendar quarter of 2015.
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The graph below illustrates the daily performance of the Index from January 4, 2005 through September 18, 2015, based on information from Bloomberg, without independent verification. The dotted line represents a hypothetical Trigger Level of 1,468.52, equal to 75% of the closing level of the Index on September 18, 2015. The actual Trigger Level will be finalized on the Trade Date and will be provided in the pricing supplement and will not be less than 72% of the Initial Index Level or greater than 78% of the Initial Index Level.
Past performance of the Index is not indicative of the future performance of the Index.
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Supplemental Plan of Distribution
We have agreed to indemnify UBS and JPMS against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required to make relating to these liabilities as described in the prospectus supplement and the prospectus. We will agree that UBS may sell all or a part of the Securities that it purchases from us to the public or its affiliates at the price to public indicated on the cover hereof.
Subject to regulatory constraints, JPMS intends to offer to purchase the Securities in the secondary market, but it is not required to do so.
We or our affiliates may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities, and JPMS and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See "Supplemental Use of Proceeds" in this free writing prospectus and "Use of Proceeds and Hedging" beginning on page PS-43 of the accompanying product supplement no. UBS-1a-I.
JPMS's Estimated Value of the Securities
JPMS's estimated value of the Securities set forth on the cover of this free writing prospectus 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 our internal funding rate for structured debt described below, and (2) the derivative or derivatives underlying the economic terms of the Securities. JPMS's estimated value 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 JPMS's estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. For additional information, see "Key Risks Risks Relating to the Securities Generally JPMS's Estimated Value Is Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt." The value of the derivative or derivatives underlying the economic terms of the Securities is derived from JPMS's internal pricing models. 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, JPMS's estimated value of the Securities is determined when the terms of the Securities are set based on market conditions and other relevant factors and assumptions existing at that time. See "Key Risks Risks Relating to the Securities Generally JPMS's Estimated Value Does Not Represent Future Values of the Securities and May Differ from Others' Estimates."
JPMS's 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 UBS, 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 "Key Risks Risks Relating to the Securities Generally JPMS's Estimated Value of the Securities Will Be Lower Than the Original Issue Price (Price to Public) of the Securities" in this free writing prospectus.
Secondary Market Prices of the Securities
For information about factors that will impact any secondary market prices of the Securities, see "Key Risks Risks Relating to the Securities Generally Secondary Market Prices of the Securities Will Be Impacted by Many Economic and Market Factors" in this free writing prospectus. 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 up to five months. The length of any such initial period reflects secondary market volumes for the Securities, 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 JPMS. See "Key Risks Risks Relating to the Securities Generally The Value of the Securities as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than JPMS's Then-Current Estimated Value of the Securities for a Limited Time Period."
Supplemental Use of Proceeds
The Securities are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the Securities. See "Hypothetical Examples" in this free writing prospectus for an illustration of the risk-return profile of the Securities and "The Index" in this free writing prospectus for a description of the market exposure provided by the Securities.
The original issue price of the Securities is equal to JPMS's estimated value of the Securities plus the selling commissions paid to UBS, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the Securities, plus the estimated cost of hedging our obligations under the Securities.
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