JP Morgan
Please  Refresh Page

 

 Morgan Valley  JPMORGAN CHASE & CO JP MORGAN in Florida  J.P. Morgan subsidiaries  2005    JPMORGAN 2007 JP Morgan charged 2013    J.P. Morgan- no date on document   J.P. Morgan subsidiaries (not dated) JPMORGAN CHASE & CO.  JPMorgan Chase & Co 2017 The Bank of New York Mellon*     JPMorgan Chase & Co. 2018  Jamie Dimon Shearson   Bear Stearns  JP Morgan link -Lazard Information content   Chase National Corporate Services, Inc TRIANGLE PETROLEUM CORPORATION   american_health_and_life_insuran.html  JPMorgan Chase Financial Company LLC   New Jersey Bank Mergers as of Jan 2, 2020   JPMorgan Chase  subsidiaries: *

THE ROLE OF THE FINANCIAL INSTITUTIONS IN ENRON'S COLLAPSE

 

 

Click on  Photo JP Morgan ,Sanford Weill, or James Dimon

           

 

James "Jamie" Dimon  served on the board of directors of the Federal Reserve Bank of New York

------------------------------------------------------------------
United States Senate
PERMANENT SUBCOMMITTEE ON INVESTIGATIONS
Committee on Homeland Security and Governmental Affairs
Carl Levin, Chairman
John McCain, Ranking Minority Member
WALL STREET BANK
INVOLVEMENT WITH
PHYSICAL COMMODITIES
MAJORITY AND MINORITY
STAFF REPORT
PERMANENT SUBCOMMITTEE
ON INVESTIGATIONS
UNITED STATES SENATE
RELEASED IN CONJUNCTION WITH THE
PERMANENT SUBCOMMITTEE ON INVESTIGATIONS
NOVEMBER 20 AND 21, 2014 HEARING
SENATOR CARL LEVIN
Chairman
SENATOR JOHN McCAIN
Ranking Minority Member
PERMANENT SUBCOMMITTEE ON INVESTIGATIONS
ELISE J. BEAN
Staff Director and Chief Counsel
TYLER GELLASCH
Senior Counsel
JOSEPH M. BRYAN
Professional Staff Member
Armed Services Committee
DAVID KATZ
Senior Counsel
AHMAD SARSOUR
Detailee
ANGELA MESSENGER
Detailee
JOEL CHURCHES
Detailee
MARY D. ROBERTSON
Chief Clerk
ADAM HENDERSON
Professional Staff Member
HENRY J. KERNER
Staff Director and Chief Counsel to the Minority
MICHAEL LUEPTOW
Counsel to the Minority
ELISE MULLEN
Research Assistant to the Minority
TOM McDONALD
Law Clerk
TIFFANY EISENBISE
Law Clerk
CHRISTINA BORTZ
Law Clerk to the Minority
ANDREW BROWN
Law Clerk to the Minority
DANICA HAMES
Law Clerk to the Minority
JENNIFER JUNGER
Law Clerk to the Minority
TIFFANY GREAVES
Law Clerk
KYLE BROSNAN
Law Clerk to the Minority
CHAPIN GREGOR
Law Clerk to the Minority
PATRICK HARTOBEY
Law Clerk to the Minority
FERDINAND KRAMER
Law Clerk to the Minority
12/5/14
Permanent Subcommittee on Investigations
199 Russell Senate Office Building – Washington, D.C. 20510
Majority: 202/224-9505 – Minority: 202/224-3721
Web Address: http://www.hsgac.senate.gov/subcommittees/investigations
WALL STREET BANK INVOLVEMENT WITH
PHYSICAL COMMODITIES
I. EXECUTIVE SUMMARY
For more than a decade, the U.S. Senate Permanent Subcommittee on Investigations has
investigated and presented case histories on the workings of the commodities markets, with the
objective of ensuring well-functioning markets with market-based prices, effective hedging tools,
and safeguards against market manipulation, conflicts of interest, and excessive speculation.
Past investigations have presented case studies on pricing gasoline; exposing a $6 billion
manipulation of natural gas prices by a hedge fund called Amaranth; closing the Enron loophole
impeding energy market oversight; tracing excessive speculation in the crude oil and wheat
markets; exposing the increased role of mutual funds, exchange traded funds, and other financial
firms in commodity speculation; and revitalizing position limits as tools to combat market
manipulation and excessive speculation.1
This investigation focuses on the recent rise of banks and bank holding companies as
major players in the physical markets for commodities and related businesses. It presents case
studies of three major U.S. bank holding companies, Goldman Sachs,2 JPMorgan Chase,3 and
Morgan Stanley that over the last ten years were the largest bank holding company participants
in physical commodity activities. Those activities included trading uranium, operating coal
mines, running warehouses that store metal, stockpiling aluminum and copper, operating oil and
gas pipelines, planning to build a compressed natural gas facility, acquiring a natural gas pipeline
company, selling jet fuel to airlines, and operating power plants.
The United States has a long tradition of separating banks from commerce. The
Subcommittee’s case studies show how that tradition is eroding, and along with it, protections
from a long list of risks and potentially abusive conduct, including significant financial loss,
catastrophic event risks, unfair trading, market manipulation, credit distortions, unfair business
competition, and conflicts of interest. The investigation also highlights how the Federal Reserve
has identified financial holding company involvement with physical commodities as a significant
risk, but has taken insufficient steps to address it. More is needed to safeguard the U.S. financial
system and protect U.S. taxpayers from being forced to bailout large financial institutions
involved with physical commodities.

-------------------------------------------------
1 See, e.g., U.S. Senate Permanent Subcommittee on Investigations reports and hearings, “Gas Prices: How Are
They Really Set?” S. Hrg. 107-509 (April 30 and May 2, 2002); “U.S. Strategic Petroleum Reserve: Recent Policy
has Increased Costs to Consumers But Not Overall U.S. Energy Security,” S. Prt. 108-18 (March 5, 2003); “The
Role of Market Speculation in Rising Oil and Gas Prices: A Need to Put the Cop Back on the Beat,” S. Prt. 109-65
(June 27, 2006); “Excessive Speculation in the Natural Gas Market,” S. Hrg. 110-235 (June 25 and July 9, 2007);
“Excessive Speculation in the Wheat Market,” S. Hrg. 110-235 (June 25 and July 9, 2007); “Excessive Speculation
and Compliance with the Dodd-Frank Act,” S. Hrg. 112-313 (November 3, 2011); and “Compliance with Tax
Limits on Mutual Fund Commodity Speculation,” S. Hrg. 112-343 (January 26, 2012).
2 The terms “Goldman Sachs” and “Goldman” are intended to refer to The Goldman Sachs Group, Inc., the financial
holding company, unless otherwise indicated.
3 The terms “JPMorgan Chase” or “JPMorgan” are intended to refer to JPMorgan Chase & Co., the financial holding
company, unless otherwise indicated.

A. Subcommittee Investigation
The Subcommittee initiated this investigation in 2012. As part of the investigation, the
Subcommittee gathered and reviewed over 90,000 pages of documents from Goldman Sachs,
JPMorgan, Morgan Stanley, the Federal Reserve, the Office of the Comptroller of the Currency
(OCC), Commodity Futures Trading Commission (CFTC), and Federal Energy Regulatory
Commission (FERC), as well as from a number of other financial firms and agencies. The
Subcommittee obtained information from them through information requests, briefings,
interviews, and reviews of publicly available information. The Subcommittee participated in 78
interviews and briefings involving the financial institutions, regulators, and other businesses and
agencies. In addition, the Subcommittee spoke with academic and industry analysts, as well as
experts in a variety of fields, including banking law, commodities trading, environmental and
catastrophic risk management, and the aluminum, copper, coal, uranium, natural gas, oil, jet fuel,
and power markets. Goldman Sachs, Morgan Stanley, and JPMorgan, as well as U.S. federal
banking regulators, other U.S. agencies, and the London Metal Exchange (LME) all cooperated
with Subcommittee requests for information.

B. Investigation Overview
The Subcommittee investigation developed case studies involving the three U.S. financial
holding companies with the largest levels of involvement with physical commodities, Goldman
Sachs, JPMorgan, and Morgan Stanley. Within each case study, the Subcommittee looked at
three specific commodities issues in detail to illustrate the wide variety of physical commodity
activities underway and the particular concerns they raise.

The Goldman case study looks at Goldman’s acquisition of a company called Nufcor
which bought and sold physical uranium and supplied it to nuclear power plants. The case study
also examines Goldman’s ownership of two open-pit coal mines in Colombia and its use of
Colombian subsidiaries to produce, market, and export that coal. In addition, it scrutinizes
Goldman’s involvement with aluminum, including its acquisition of Metro International Trade
Services LLC, a warehouse company with nearly 30 Detroit warehouses containing the largest
LME-certified aluminum stocks in the United States.

The Morgan Stanley case study focuses on Morgan Stanley’s involvement with natural
gas, in particular its effort to construct a new compressed natural gas facility in Texas and its
involvement with a natural gas pipeline company in the Midwest named Southern Star. It also
examines Morgan Stanley’s involvement with oil storage and transport activities, and its role as a
supplier of jet fuel to United Airlines and as a jet fuel hedging counterparty to Emirates airline.
The JPMorgan case study features JPMorgan’s acquisition of over 30 power plants across
the United States, and subsequent involvement with manipulating electricity payments and
blocking plant modifications to improve grid reliability. The case study also examines
JPMorgan’s involvement with physical copper activities, including massive copper trades, a
multi-billion-dollar copper inventory that operates free of regulatory size limits, and a proposal
to establish a copper-backed exchange traded fund that some industrial copper users view as
potentially creating artificial copper shortages and price increases. In addition, the case study
examines how JPMorgan used loopholes, exclusions, and valuation minimization techniques to
stay under regulatory limits on the size of its physical commodity holdings.


activities, the investigation examined the level of oversight exerted by the Federal Reserve,
which has sole authority over bank holding companies in the United States, including bank
holding companies that have elected to operate as “financial holding companies” authorized to
engage in physical commodity activities. In 2009, as part of its effort to analyze risks in the U.S.
financial system after the financial crisis, the Federal Reserve identified bank involvement with
physical commodities as an area of concern and initiated a multi-year review of the issue. In an
October 2012 report, the Federal Reserve Bank of New York Commodities Team that conducted
the special review issued an internal, staff-level report concluding bank involvement with
physical commodities raised significant concerns that required action. A year ago, the Federal
Reserve signaled that it was considering initiating a rulemaking to reduce the risks associated
with physical commodities, but has yet to issue a proposed rule.

Risky Activities. All three of the financial holding companies examined by the
Subcommittee were engaged in a wide range of risky physical commodity activities which
included, at times, producing, transporting, storing, processing, supplying, or trading energy,
industrial metals, or agricultural commodities. Many of the attendant risks were new to the
banking industry, and could result in significant financial losses to the financial institutions.
One set of risks arose from the sheer size of each financial institution’s physical
commodity activities. Until recently, Morgan Stanley controlled over 55 million barrels of oil
storage capacity, 100 oil tankers, and 6,000 miles of pipeline. JPMorgan built a copper
inventory that peaked at $2.7 billion, and, at one point, included at least 213,000 metric tons of
copper, comprising nearly 60% of the available physical copper on the world’s premier copper
trading exchange, the LME. In 2012, Goldman owned 1.5 million metric tons of aluminum
worth $3 billion, about 25% of the entire U.S. annual consumption. Goldman also owned
warehouses which, in 2014, controlled 85% of the LME aluminum storage business in the United
States. Those large holdings illustrate the significant increase in participation and power of the
financial holding companies active in physical commodity markets.


In addition to accumulating large inventories, the three financial holding companies
engaged in transactions involving massive amounts of physical commodities. JPMorgan
executed a series of copper trades in 2010 involving more than $1.5 billion, and a series of
aluminum trades in 2011 involving $1.9 billion. In 2012, Goldman twice made purchases of
LME warrants providing title to physical aluminum worth more than $1 billion. In 2012,
Morgan Stanley bought 950,000 barrels of heating oil. These transactions represented outsized
physical commodity trades within their respective markets. Since most physical commodity
transactions are not subject to regulation by the Commodity Futures Trading Commission,
Securities Exchange Commission (SEC), or bank regulators, those transactions also represent an
area in which risky conduct may escape federal oversight.

In addition to compiling huge commodity inventories and participating in outsized
transactions, the three financial holding companies chose to engage in commodity-related
businesses that carried potential catastrophic event risks. While the likelihood of an actual
catastrophe remained remote, those activities carried risks that banks normally avoided
altogether. Goldman, for example, bought a uranium business that carried the risk of a nuclear
incident, as well as open pit coal mines that carried potential risks of methane explosions, mining mishaps,                                                                        and air and water pollution. Its coal mines also experienced extended labor unrest,
which at one point led to requests for police and military assistance to remove a human blockade
preventing entry to the mines, risking injuries, an international incident, or worse. Morgan
Stanley owned and invested in extensive oil storage and transport facilities and a natural gas
pipeline company which, together, carried risks of fire, pipeline ruptures, natural gas explosions,
and oil spills. JPMorgan bought dozens of power plants whose risks included fire, explosions,
and air and water pollution. Throughout most of their history, U.S. banks have not incurred
those types of catastrophic event risks.

In some cases, the financial holding companies intensified their liability risks. Morgan
Stanley formed shell companies to launch construction of a compressed natural gas facility, and
ran the venture entirely with Morgan Stanley employees and resources, opening up the financial
holding company to direct liability if a worst case scenario should occur. Goldman bought two
Colombian coal mines, took control of 100% of the coal sales, and provided other essential
services to its subsidiaries running the business, putting itself at significant financial risk if
potential mining-related accidents were to occur. Goldman also purchased an existing uranium
business and, after its employees left, used Goldman personnel to buy and sell uranium and
supply it to nuclear power plants. JPMorgan took 100% ownership of several power plants,
exposing the financial holding company, as the direct owner, to financial liability should any of
those plants experience a catastrophic event.
At the same time, none of the three financial holding companies was adequately prepared
for potential losses from a catastrophic event related to its physical commodity activities, having
allocated insufficient capital and insurance to cover losses compared to other market participants.

In its recent public filing seeking comment on whether it should impose new regulatory
constraints on financial holding companies conducting physical commodity activities, the
Federal Reserve described a litany of past industrial disasters, including massive oil spills,
railway crashes, nuclear power plant meltdowns, and natural gas explosions.4 The Federal
Reserve wrote:
“Recent disasters involving physical commodities demonstrate that the risks associated
with these activities are unique in type, scope and size. In particular, catastrophes
involving environmentally sensitive commodities may cause fatalities and economic
damages well in excess of the market value of the commodities involved or the
committed capital and insurance policies of market participants.”

5
When the Federal Reserve Commodities Team, in 2012, analyzed the extent to which a
group of four financial holding companies, including the three examined here, had allocated
capital and insurance to cover “extreme loss scenarios,” it determined that all four had
insufficient coverage, and that each had a shortfall of $1 billion to $15 billion.6 In other words,
if a catastrophic event were to subject a financial holding company to multi-billion-dollar costs

------------------------------------------

4 See “Complementary Activities, Merchant Banking Activities, and Other Activities of Financial Holding
Companies Related to Physical Commodities,” 79 Fed.Reg. 3329 (daily ed. Jan. 21, 2014)(hereinafter “ANPR”),
http://www.gpo.gov/fdsys/pkg/FR-2014-01-21/pdf/2014-00996.pdf.
5 Id. at 3331.
6 10/3/2012 “Physical Commodity Activities at SIFIs,” prepared by Federal Reserve Bank of New York
Commodities Team, (hereinafter “2012 Summary Report”), FRB-PSI-200477 - 510, at 498, 509 [sealed exhibit].
See also ANPR, at 3332 - 3333.


the financial holding company would not have the capital and insurance needed to cover its
losses which, in turn, might lead to its business partners and creditors reducing their business
activities or lending to the financial holding company, exacerbating its financial difficulties. In a
worst case scenario, the Federal Reserve and ultimately U.S. taxpayers could be forced to step in
with financial support to avoid the financial institution’s collapse and consequential damage to
the U.S. financial system and economy.

Unfair Trading Advantages. A second set of issues involves unfair trading advantages.
When financial holding companies seek permission from the Federal Reserve to engage in
physical commodity activities, a common reason given for approving the activities is that
exposure to the physical market would improve the company’s trading in the corresponding
financial market. For example, in its 2005 application to the Federal Reserve for complementary
authority to participate in physical commodity activities, JPMorgan explained that engaging in
such activities would:

“position JPM Chase in the supply end of the commodities markets, which in turn will
provide access to information regarding the full array of actual produce and end-user
activity in those markets. The information gathered through this increased market
participation will help improve projections of forward and financial activity and supply
vital price and risk management information that JPM Chase can use to imimprove its
financial commodities derivative offerings.”

 7
In the activities reviewed by the Subcommittee, the financial companies often traded in
both the physical and financial markets at the same time, with respect to the same commodities,
frequently using the same traders on the same trading desk. In some cases, after purchasing a
physical commodity business, the financial holding company ramped up its financial trading.
For example, after Goldman bought Nufcor, the uranium company, it increased Nufcor’s trading
activity tenfold, going in four years from an annualized rate of 1.3 million pounds of uranium to
trades involving 13 million pounds. In all of the commodities examined by the Subcommittee,
however, the trades executed by the financial holding companies in a commodity’s physical
markets remained a small percentage of the trades they executed in the corresponding financial
markets, reflecting the greater focus of the financial holding companies on earning substantial
revenues from trading in those financial markets.


In some cases, financial holding companies used their physical commodity activities to
influence or even manipulate commodity prices. JPMorgan, for example, paid $410 million to
settle charges by the Federal Energy Regulatory Commission that it used manipulative bidding
practices to obtain excessive electricity payments in California and the Midwest. Goldman was
sued by over a dozen industrial users of aluminum claiming that Goldman’s warehouses were
artificially delaying the release of aluminum from storage to boost prices and restrict supplies.
As discussed below, in connection with its warehouses in Detroit, Goldman approved “merry-goround”
transactions in which warehouse clients were paid cash incentives to load aluminum from

---------------------------------------

7 7/21/2005 “Notice to the Board of Governors of the Federal Reserve System by JPMorgan Chase & Co. Pursuant
to Section 4(k)(1)(B) of the Bank Holding Company Act of 1956, as amended, and 12 C.F.R. §225.89,” PSIFederalReserve-
01-000004- 028, at 016.


their metal. Those merry-go-round transactions lengthened the queue for other metal owners
seeking to exit the Detroit warehouses, accompanied by increases in the Midwest Premium for
aluminum. In another troubling development, JPMorgan proposed an exchange traded fund
(ETF) to be backed with physical copper, described below. In filings with the Securities and
Exchange Commission, some industrial copper users charged that the proposed ETF would
create artificial copper shortages as copper was stockpiled to back the fund, leading to price
hikes and, potentially, manipulation of market prices.

In addition, in each of the three case studies, evidence showed that the financial holding
companies used their physical commodity activities to gain access to commercially valuable nonpublic
information that could be used to benefit their financial trading activities. For example,
Morgan Stanley’s oil storage and transport activities gave it access to information about oil
shipments, storage fill rates, and pipeline breakdowns. That information was available not only
with respect to its own activities, but also for clients using its storage and pipeline facilities.
Goldman’s warehouse business gave over 50 Goldman employees access to confidential
warehouse information about aluminum shipments, storage volumes, and warrant cancellations.
Its coal mines in Colombia, the number one exporter of coal to the United States, provided
Goldman with non-public information about coal prices, export levels, and environmental
regulatory developments that could affect coal exports. JPMorgan’s power plants gave it
insights into electricity costs, congestion areas, and power plant capabilities and shutdowns, all
of which could be used to advantage in trading activities. In each instance, non-public market
intelligence about physical commodity activities provided an opportunity for the financial
holding company to use the information to benefit its financial trading activities.

U.S. commodities laws traditionally have not barred the use of non-public information by
commodity traders in the same way as securities laws have barred its use in securities trades.
But when large financial holding companies begin to take control of physical commodity
businesses, gain access to large amounts of commercially valuable market intelligence
unavailable to most market participants, and use that information to make large profitable trades
in financial markets, concerns deepen about unfair trading advantages. Those types of concerns
have been magnified by the financial holding companies’ increased involvement with physical
commodities.

Commodity markets used to be dominated by commodity producers and end-useusers, like
farmers, manufacturers, airlines, and municipalities who relied on the commodity markets to
determine fair prices for critical materials, and to hedge their future price risks. They typically
held 70% of the open interest in the futures markets, while commodity speculators held about
30%. But by 2011, those percentages were reversed, with commodity speculators dominating
U.S. commodity markets, including financial holding companies like the three Wall Street banks
examined by the Subcommittee. Under those changed circumstances, if commodity markets are
to be fair, it is particularly important that large traders like financial holding companies not gain
unfair trading advantages.

Mixing Banking and Commerce. For over 150 years, the United States has generally
restricted banks to the business of banking and discouraged the mixing of banking and
commerce. Multiple concerns, discussed in more detail below, have been articulated over the

years to support the separation of banking from commerce, but the case studies discussed in this
Report show how that principle is being eroded.

The case studies show how financial holding companies have taken control of numerous
commercial businesses that have never before been run by a bank or bank holding company.
Morgan Stanley’s effort to construct a compressed natural gas facility, for example, is
unprecedented for a bank or bank holding company, and in direct competition with a similar
project by a private company. Morgan Stanley’s jet fuel supply services also compete directly
with oil and refining companies providing the same services. Goldman’s coal operations are in
direct competition with those of an American company that is the second largest coal producer in
Colombia. In running its power plants, JPMorgan competes with utilities and other energy
companies that specialize in that business. Until recently, banks and their holding companies
focused on financing private sector businesses, rather than acquiring and using subsidiaries to
compete against them.

One key concern when financial holding companies compete against non-bank
companies is that their borrowing costs will nearly always undercut those of their non-bank
competitors. Another advantage is their relatively low capital requirements. The Federal
Reserve Commodities Team determined that, in 2012, corporations engaged in oil and gas
businesses typically had a capital ratio of 42% to cover potential losses, while bank holding
company subsidiaries had a capital ratio of, on average, 8% to 10%, making it much easier for
them to invest corporate funds in their business operations.8 In addition to those fundamental
economic advantages over non-bank companies, a financial holding company could, in theory,
help its rise in a particular business simply by not providing financing to its rivals. Some experts
have identified less expensive financing, lower capital, and control over credit decisions as key
factors that give financial holding companies an unfair advantage over non-bank competitors and
represent some of the concerns motivating the traditional U.S. ban on mixing banking with
commerce. Avoiding the catastrophic risks described above is another.


Still another set of concerns involves the transitory nature of a financial holding
company’s involvement in any particular physical commodity operation. In most cases, financial
holding companies are looking for short-term financial returns rather than making long-term
commitments to run a business like a power plant or natural gas facility. In addition, financial
holding companies that make so-called merchant banking investments in a commercial company
are constrained by law to sell those investments generally within ten years.
Those relatively short-term investment horizons mean that financial holding companies
are not or may not be willing to develop or dedicate the resources, time, and expertise needed to


Full report (403 pages):
https://www.hsgac.senate.gov/imo/media/doc/REPORT-Wall%20Street%20Bank%20Involvement%20With%20Physical%20Commodities%20(12-5-14).pdf

Select Language​▼


EX-21.1 6 y83354exv21w1.htm LIST OF SUBSIDIARIES

Exhibit 21.1
J.P. Morgan Chase & Co.

List of subsidiaries

JPMorgan Chase has the following subsidiaries:

Percentage of voting
Organized under securities owned by
Name the laws of immediate parent

Bridge Acquisition Holdings, Inc.
Delaware 100.00

Brown & Company Securities Corporation
Massachusetts 100.00

• Brown Direct, Inc.
California 100.00

Capital Markets Transactions, Inc.
Delaware 100.00

CCC Holding, Inc.
Delaware 100.00

• Chase Commercial Corporation
Delaware 100.00

Chase Capital I
Delaware 100.00

Chase Capital II
Delaware 100.00

Chase Capital III
Delaware 100.00

Chase Capital IV
Delaware 100.00

Chase Capital V
Delaware 100.00

Chase Capital VI
Delaware 100.00

Chase Capital VII
Delaware 100.00

Chase Capital VIII
Delaware 100.00

Chase Cardholder Services, Inc.
Delaware 100.00

Chase Home Mortgage Corporation of the Southeast
Florida 100.00

Chase Lincoln First Commercial Corporation
Delaware 100.00

Manhattan Realty Leasing Corporation
New York 100.00

• Palo Verde 1-PNM December 75 Corporation
Delaware 100.00

• Palo Verde 1-PNM August 50 Corporation
Delaware 100.00

• PV2-PNM December 35 Corporation
Delaware 100.00

• PV2-APS 150 Corporation
Delaware 100.00

Chatham Ventures, Inc.
New York 100.00

• J.P. Morgan Partners (SBIC), LLC
California 80.00

Chemical Equity Incorporated
New York 100.00

Chemical Investments, Inc.
Delaware 100.00

Chemical New York, N.V.
Netherland Antilles 100.00

Clintstone Properties Inc.
New York 100.00

CMRCC, Inc.
New York 100.00

Corsair, Inc.
Delaware 100.00

Hambrecht & Quist Group
Delaware 100.00

• Hambrecht & Quist California
California 100.00

– Hambrecht & Quist Guaranty Finance, LLC
California 99.00

Hatherly Insurance Ltd.
Bermuda 100.00

JPM Capital Trust I
Delaware 100.00

JPM Capital Trust II
Delaware 100.00

JPMP Capital Corp.
New York 100.00

• J.P. Morgan Partners, LLC
Delaware 100.00

JPMP Management Corp.
New York 100.00

J.P. Morgan Advisors Inc.
Delaware 100.00

J.P. Morgan Advisory Services Inc.
Delaware 100.00

J.P. Morgan Business Credit Corp.
Delaware 100.00

JPMP Capital, LLC
Delaware 100.00

• J.P. Morgan Capital, L.P.
New York 99.50

– J.P. Morgan Capital Luxembourg S.a.r.l.
Luxembourg 100.00

• J.P. Morgan Funds Bahamas Ltd.
Bahamas 100.00

• J.P. Morgan Investment Corporation
Delaware 100.00

• J.P. Morgan Partners Australia Pty Limited
Australia 100.00

• J.P. Morgan Partnership Capital Corporation
Delaware 100.00

J.P. Morgan Capital Financing Limited
England 100.00

• Chase Equities Limited
England 100.00

• JF Group Limited
Bermuda 100.00

138


Percentage of voting
Organized under securities owned by
Name the laws of immediate parent

– J.P. Morgan Chase International Financing Limited
England 100.00

J.P. Morgan Chase Capital IX
Delaware 100.00

J.P. Morgan Chase Capital X
Delaware 100.00

J.P. Morgan Chase National Corporate Services, Inc.
New York 100.00

J.P. Morgan Chase Realty Corporation
New York 100.00

J.P. Morgan Chase Community Development Corporation
Delaware 100.00

J.P. Morgan Equity Holdings, Inc.
Delaware 100.00

• CBD Holdings, Ltd.
Delaware 100.00

– Chase Life & Annuity Co.
Ohio 100.00

– Chase Life & Annuity Company of New York
New York 100.00

– Great Lakes Insurance Company
Delaware 100.00

– Sun States Life Insurance Company
Delaware 100.00

– Western Hemisphere Life Insurance Company
Delaware 100.00

• CMC Holding Delaware Inc.
Delaware 100.00

– A.S. Holding Corporation
Delaware 100.00

– Chase Manhattan Bank USA, National Association
United States 100.00

– Card Acquisition Funding LLC
Delaware 100.00

– Chase BankCard Services, Inc.
Delaware 100.00

– Chase Data Services Corporation
Delaware 100.00

– Chase Insurance Agency, Inc.
Delaware 100.00

– Cross Country Insurance Company
Vermont 100.00

– J.P. Morgan Investor Services Co.
Massachusetts 100.00

– Chase Re Limited
Bermuda 100.00

– J.P. Morgan Trust Company, National Association
United States 100.00

– J.P. Morgan Trust Company of Delaware
Delaware 100.00

• J.P. Morgan Personal Wealth Management, Inc.
New York 100.00

• Texas Commerce Operating Services, Inc.
Delaware 100.00

– Texas Commerce Shareholders Company
Texas 100.00

– J.P. Morgan Securities of Texas, Inc.
Delaware 100.00

J.P. Morgan Fleming Asset Management Holdings Inc.
Delaware 100.00

• J.P. Morgan Fleming Asset Management (Asia) Inc.
Delaware 100.00

– JF Asset Management International Limited
British Virgin Islands 100.00

– JF Asset Management Limited
Hong Kong 100.00

– JF Funds Limited
Hong Kong 100.00

– JF Asset Management (Taiwan) Limited
Taiwan 99.90

– J.P. Morgan Fleming Asset Management (Japan) Limited
Japan 100.00

• J.P. Morgan Strategic UK Limited
England 100.00

• Robert Fleming Holdings Limited
England 100.00

– Copthall Overseas Limited
England 100.00

– Copthall Overseas (Number 2) Limited
England 100.00

– Robert Fleming (Jersey) Limited
Channel Islands 100.00

– Fledgeling Nominees International Limited
Cayman Islands 100.00

– J.P. Morgan Fleming Asset Management (Schweiz) AG
Switzerland 100.00

– Robert Fleming (Luxembourg) Sarl
Luxembourg 100.00

– J.P. Morgan Fleming Societa di Intermediazione Mobiliare S.p.A.
Italy 100.00

– J.P. Morgan Fleming Asset Management (Europe) S.a.r.l.
Luxembourg 100.00

– J.P. Morgan Fleming Asset Management (France) SA
France 100.00

– Robert Fleming Holdings Inc.
Delaware 100.00

– Robert Fleming (Overseas) Number 3 Limited
England 100.00

– Robert Fleming (Luxembourg)(Joint Ventures) Sarl
Luxembourg 100.00

– Fleming Flagship Advisory Company Sarl
Luxembourg 100.00

– J.P. Morgan Fleming Marketing Limited
England 86.93

– Robert Fleming Asset Management Limited
England 100.00

– Chase Fleming Private Wealth Management Limited
England 100.00

– Robert Fleming Investment Trust Limited
England 100.00

J.P. Morgan Financial Investments Limited
England 100.00

J.P. Morgan Fleming Investment GmbH
Germany 100.00

J.P. Morgan Funding Corp.
England 100.00

• J.P. Morgan Fleming Life Limited
England 100.00

J.P. Morgan Futures Inc.
Delaware 100.00

• J.P. Morgan Futures Hong Kong Limited
Hong Kong 100.00

139


Percentage of voting
Organized under securities owned by
Name the laws of immediate parent



J.P. Morgan GT Corporation
Delaware 100.00

J.P. Morgan International Holdings Corp.
Delaware 100.00

• J.P. Morgan Trust Company (New Zealand) Limited
New Zealand 100.00

• JPMAC Holdings Inc.
Delaware 100.00

J.P. Morgan Investment Management Inc.
Delaware 100.00

• J.P. Morgan Investment Management Limited
England 100.00

J.P. Morgan Leasefunding Corp.
Delaware 100.00

J.P. Morgan Private Investments Inc.
Delaware 100.00

J.P. Morgan Securities Holdings Inc.
Delaware 100.00

• J.P. Morgan Residential Mortgage Acceptance Corp.
Delaware 100.00

• Structured Obligations Corporation
Delaware 100.00

• J.P. Morgan Securities Inc.
Delaware 100.00

J.P. Morgan Services Inc.
Delaware 100.00

J.P. Morgan Ventures Corporation
Delaware 100.00

• DNT Asset Trust
Maryland 100.00

– Ventures Business Trust
Maryland 100.00

• J.P. Morgan Ventures Energy Corporation
Delaware 100.00

• J.P. Morgan Ventures Investment Corp.
New York 100.00

J.P. Morgan Whitney Partnership Corporation
Delaware 100.00

LabMorgan Corporation
Delaware 100.00

J.P. Morgan Trust Company (Bahamas) Limited
Bahamas 100.00

LabMorgan International Ltd.
Cayman Islands 100.00

Morgan Fonciere Cayman Islands Ltd.
Cayman Islands 100.00

MorServ, Inc.
Delaware 100.00

Offshore Equities, Inc.
New York 100.00

Peabody Real Estate Partnership Corporation
New York 100.00

Robert Fleming Inc.
Delaware 100.00

Support Development Corporation
Delaware 100.00




JPMorgan Chase Bank
New York 100.00

• Cedar Hill International Corp.
Delaware 100.00

• Chase Access Services Corporation
Delaware 100.00

• Chase Bank International
United States 100.00

• Chase Bankruptcy Information Systems, Inc.
Delaware 100.00

• Chase Community Development Corporation
Delaware 100.00

• Chase Education Holdings, Inc.
Delaware 100.00

• Chase Funding Corporation
New York 100.00

• Chase Investment Services Corp.
Delaware 100.00

• Chase Manhattan Automotive Finance Corporation
Delaware 100.00

• Chase Merchant Ventures, Inc.
Delaware 100.00

– Chase Merchant Services, LLC
Delaware 50.00

• Chase Mortgage Company
Ohio 100.00

– Chase Mortgage Company-West
Colorado 100.00

• Chase Mortgage Holdings, Inc.
Delaware 100.00

• Chase Preferred Capital Corporation
Delaware 100.00

• Chase SPV Corporation
Delaware 100.00

• Chem Network Processing Services, Inc.
New Jersey 100.00

• Colson Services Corp.
Delaware 100.00

• CSL Leasing Inc.
Delaware 100.00

• Flagstaff Capital Corporation
Delaware 100.00

• Gemini Holding, LLC
Delaware 100.00

– Libra Funding, LLC
New York 85.00

• Harvest Opportunity Holdings Corp.
New York 100.00

• Independence Park Building Inc.
Delaware 100.00

• JPMP Harvest Investors, L.P.
Delaware 100.00

• J.P. Morgan Alternative Asset Management, Inc.
New York 100.00

• J.P. Morgan Benelux Funding Inc.
Delaware 100.00

• J.P. Morgan Chase Commercial Mortgage Securities Corp.
Delaware 100.00

• J.P. Morgan Fleming Asset Management (USA) Inc.
Delaware 100.00

140

Percentage of voting
Organized under securities owned by
Name the laws of immediate parent



• J.P. Morgan Holding Deutschland GmbH
Germany 100.00

• J.P. Morgan International Inc.
United States 100.00

– J.P. Morgan International Finance Limited
United States 100.00

– Banco J.P. Morgan S.A.
Mexico 100.00

– Chase Manhattan S.A. Distribuidora de Titulos e Valores Mobiliarios
Brazil 100.00

– J.P. Morgan SA Correctora de Cambio e Valores Mobiliarios
Brazil 100.00

– Chase Investment Holdings (Venezuela) Inc.
Delaware 100.00

– J.P. Morgan Inversora, C.A.
Venezuela 100.00

– Chase Manhattan Holdings Limitada
Brazil 100.00

– Chase Manhattan Trust Cayman Ltd.
Cayman Islands 100.00

– J.P. Morgan Securities (C.I.) Limited
Channel Islands 100.00

– J.P. Morgan (Jersey) Limited
Channel Islands 100.00

– J.P. Morgan Holdings Australia Limited
Australia 100.00

– Chase Manhattan New Zealand Limited
Australia 100.00

– J.P. Morgan Australia Limited
Australia 100.00

– J.P. Morgan Nominees Australia Limited
Australia 100.00

– J.P. Morgan Portfolio Services Limited
Australia 100.00

– JFOM Pty Limited
Australia 100.00

– J.P. Morgan Bank, S.A.
Spain 100.00

– J.P. Morgan & Cie S.A.
France 100.00

– J.P. Morgan AG
Germany 100.00

– J.P. Morgan Bank (Ireland) plc
Ireland 100.00

– J.P. Morgan Bank International
Russia 100.00

– J.P. Morgan Bank Luxembourg, S.A.
Luxembourg 99.99 (1)

– J.P. Morgan Bank Venezuela C.A.
Venezuela 100.00

– J.P. Morgan Capital Holdings Limited
England 100.00

– J.P. Morgan Chase (UK) Holdings Limited
England 100.00

– J.P. Morgan Chase International Holdings Limited
England 100.00

– Crosby Sterling (Holdings) Limited
England 100.00

– J.P. Morgan EU Holdings Limited
England 100.00

– Stone Investments (Number 4) Limited
England 100.00

– J.P. Morgan Europe Limited
England 100.00

– J.P. Morgan Holdings (UK) Limited
England 100.00

– J.P. Morgan Securities Ltd.
England 100.00

– Robert Fleming (Overseas) Number 2 Limited
England 100.00

– J.P. Morgan Fleming Asset Management (London) Limited
England 100.00

– J.P. Morgan plc
England 100.00

– Crosby Sterling Limited
England 100.00

– J.P. Morgan Trustee and Depositary Company Limited
England 100.00

– J.P. Morgan Luxembourg International Sarl
Luxembourg 100.00

– J.P. Morgan Cayman Limited
Cayman Islands 100.00

– J.P. Morgan Chase Bank Berhad
Malaysia 100.00

– J.P. Morgan Fonds (Luxembourg) S.A.
Luxembourg 100.00

– J.P. Morgan Funding South East Asia Private Limited
Singapore 100.00

– J.P. Morgan Grupo Financiero S.A. De C.V.
Mexico 100.00

– Banco J.P. Morgan S.A., Institucion de Banca Multiple, J.P. Morgan Grupo Financiero
Mexico 99.99

– J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero
Mexico 100.00

– J.P. Morgan International Derivatives Ltd.
Channel Islands 100.00

– J.P. Morgan Investimentos e Financas Ltda.
Brazil 100.00

– J.P. Morgan Japanese Investor Fund Services S.A.
Luxembourg 100.00

– J.P. Morgan Leasing GmbH
Germany 100.00

– J.P. Morgan Malaysia Ltd.
Malaysia 100.00

– J.P. Morgan Overseas Capital Corporation
Delaware 100.00

– J.P. Morgan Australia Holdings Limited
Australia 100.00

– J.P. Morgan Markets Australia Pty Limited
Australia 100.00

– J.P. Morgan Australia Securities Limited
Australia 100.00

– J.P. Morgan Canada
Canada 100.00

141


Percentage of voting
Organized under securities owned by
Name the laws of immediate parent

– J.P. Morgan Espana S.A.
Spain 100.00

– J.P. Morgan Sociedad de Valores, S.A.
Spain 100.00

– Morgan Gestion, S.A. Sociedad Gestora de Instituciones de Inversion
Colectiva
Spain 100.00

– J.P. Morgan International Bank Limited
England 100.00

– J.P. Morgan Securities Canada Inc.
Canada 100.00

– J.P. Morgan Whitefriars Inc.
Delaware 100.00

– J.P. Morgan Whitefriars (U.K.)
England 100.00

– J.P. Morgan Partners (CMB Reg K GP), Inc.
Delaware 100.00

– J.P. Morgan (Suisse) S.A.
Switzerland 100.00

– J.P. Morgan Scotland (Services) Ltd.
England 100.00

– J.P. Morgan (S.E.A.) Limited
Singapore 100.00

– Ark Owner Trust Pte. Ltd.
Singapore 100.00

– J.P. Morgan Securities Asia Private Limited
Singapore 100.00

– J.P. Morgan Securities Holdings (Hong Kong) Limited
Hong Kong 88.91 (2)

– J.P. Morgan Securities (Asia Pacific) Limited
Hong Kong 100.00

– J.P. Morgan Securities Holdings (Caymans) Limited
Cayman Islands 100.00

– J.P. Morgan Securities India Private Limited
India 100.00

– J.P. Morgan Securities South Africa (Proprietary) Limited
South Africa 100.00

– J.P. Morgan Services Japan Ltd.
Delaware 100.00

– J.P. Morgan Trust Bank Ltd.
Japan 72.16 (3)

– J.P. Morgan Trust Company (Jersey) Limited
Channel Islands 100.00

– Inversiones y Asesorias Chase Manhattan Limitada
Chile 100.00

– J.P. Morgan Holdings (Hong Kong) Limited
Hong Kong 100.00

– Copthall Mauritius Investment Limited
Mauritius 100.00

– J.P. Morgan Securities (Far East) Limited
Hong Kong 100.00

– J.P. Morgan Broking (Hong Kong) Limited
Hong Kong 100.00

– J.P. Morgan Futures (Korea) Limited
South Korea 80.00

– Jardine Fleming International Holdings Limited
Cayman Islands 100.00

– Jardine Fleming (Antilles) N.V.
Netherlands Antilles 100.00

– Jardine Fleming India Holdings Limited
Mauritius 100.00

– J.P. Morgan India Private Limited
India 100.00

– Jardine Fleming International Futures Limited
British Virgin Islands 100.00

– Jardine Fleming Malaysia Holdings Limited
British Virgin Islands 100.00

– J.P. Morgan Services (Malaysia) Sdn. Bnd.
Malaysia 100.00

– Jardine Fleming Securities (Asia) Limited
Bermuda 100.00

– J.P. Morgan Securities Singapore Private Limited
Singapore 100.00

– J.P. Morgan Securities (Taiwan) Limited
Taiwan 72.45 (4)

– JF Investment Management (China) Limited
British Virgin Islands 100.00

– Morgan Guaranty International Bank
Delaware 100.00

– Norchem Holdings e Negocios, S.A.
Brazil 49.00

– Norchem Leasing S.A. Arrendamento Mercantil
Brazil 50.00

– Nottingham Holdings, Inc.
New York 100.00

– Robert Fleming Equity (Bermuda) Limited
Bermuda 100.00

• J.P. Morgan Leasing Inc.
New York 100.00

• J.P. Morgan Mortgage Capital Inc.
Delaware 100.00

• J.P. Morgan Partners (23A SBIC Manager), Inc.
Delaware 100.00

• J.P. Morgan Treasury Technologies Corporation
Delaware 100.00

• Manufacturers Hanover Leasing International Corp.
Delaware 100.00

– Chase Leasing of Texas, Inc.
Delaware 100.00

• Margaretten Financial Corporation
Delaware 100.00

– Chase Manhattan Mortgage Corporation
New Jersey 100.00

– Chase Ventures Holdings, Inc.
New Jersey 100.00

• Overseas Realty Corp.
New York 100.00

• Plexus Group, Inc.
California 100.00

• Scorpio Holding, LLC
New York 100.00

• Systems & Services Technologies, Inc.
Delaware 100.00

1. Chase Manhattan Overseas Finance Corporation owns 0.01%.

2. J.P. Morgan Securities Asia Private Limited owns 11.09%.

3. J.P. Morgan & Cie S.A. owns preferred shares carrying 27.84% voting power.

4. JF Securities Overseas Limited and Robert Fleming Investment Trust Limited each own 10%.

* Certain intermediary subsidiaries may be omitted in the ownership chain because the listed subsidiary holds significant assets, but the intermediary subsidiaries do not.

142
https://www.sec.gov/Archives/edgar/data/19617/000095012303002985/y83354exv21w1.htm 


 

J.P. MORGAN INSTITUTIONAL INVESTMENTS INC.
383 MADISON AVENUE, NEW YORK, NY 10179
Mailing Address: 480 WASHINGTON BLVD, FLOOR 11, NY1-F019, JERSEY CITY, NJ 07310-1616

J.P. MORGAN PRIME INC.
383 MADISON AVENUE, NEW YORK, NY 10179
Mailing Address: 1111 POLARIS PARKWAY, FLOOR 2J, COLUMBUS, OH 43240

J.P. MORGAN SECURITIES LLC
383 MADISON AVENUE, NEW YORK, NY 10179
Mailing Address: 1111 POLARIS PKWY, FLOOR 2J, COLUMBUS, OH 43240
...
JPMORGAN DISTRIBUTION SERVICES, INC.
1111 POLARIS PARKWAY, COLUMBUS, OH 43240
Mailing Address: 1111 POLARIS PARKWAY, MAIL CODE: OH1-0084, COLUMBUS, OH 43240 https://www.finra.org/about/firms-we-regulate
 

“Chase,” “JPMorgan,” “JPMorgan Chase,” the JPMorgan Chase logo and the Octagon Symbol are trademarks of JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. is a wholly-owned subsidiary of JPMorgan Chase & Co.

Investing involves market risk, including possible loss of principal, and there is no guarantee that investment objectives will be achieved.

JPMorgan Chase Bank, N.A. and its affiliates (collectively “JPMCB”) offer investment products, which may include bank managed accounts and custody, as part of its trust and fiduciary services. Other investment products and services, such as brokerage and advisory accounts, are offered through J.P. Morgan Securities LLC (JPMS), a member of FINRA(Opens Overlay) and SIPC(Opens Overlay). Annuities are made available through Chase Insurance Agency, Inc. (CIA), a licensed insurance agency, doing business as CHASE INSURANCE AGENCY SERVICES, INC. in Florida. JPMCB, JPMS and CIA are affiliated companies under the common control of JPMorgan Chase & Co. Products not available in all states.

"Chase Private Client" is the brand name for a banking and investment product and service offering.


© 2019 JPMorgan Chase & Co.
https://www.chase.com/

.

America Merrill Lynch, JPMorgan, Barclay’s, Deutsche Bank, and UBS. In May 2019, Morgan Stanley announced plans to terminate its investment banking activities in Russia by Q1 2020. The largest foreign-owned commercial banking institutions in Russia include: Raiffeisen Bank (Austria), Unicredit Bank (Italy), Citibank (U.S.), HBSC (U.K.), and Deutsche Bank (Germany). In 2013, new laws were enacted forbidding foreign banks from establishing branches in Russia, permitting only subsidiaries to be created.

https://www.export.gov/article?id=Russia-us-banks

The Board of Directors has nominated the 12 individuals listed below. All are independent other than our CEO. If elected at our annual meeting, all our nominees are expected to serve until next year’s annual meeting.



NOMINEE/DIRECTOR OF JPMORGANCHASE SINCE 1
AGE
PRINCIPAL OCCUPATION
OTHER PUBLIC
COMPANY BOARDS (#)
COMMITTEE MEMBERSHIP2


bammann_cmykflata02.jpg
Linda B. Bammann
Director since 2013
62
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3
0
Directors’ Risk Policy (Chair)


bell4_cmykflata02.jpg
James A. Bell
Director since 2011
69
Retired Executive Vice President of The Boeing Company
3
Audit (Chair)


burke_cmykflata02.jpg
Stephen B. Burke
Director since 2004
59
Chief Executive Officer of NBCUniversal, LLC
1
Compensation & Management Development;
Corporate Governance & Nominating


toddcombsphotorgb.jpg
Todd A. Combs
Director since 2016
47
Investment Officer at Berkshire Hathaway Inc.
0
Directors’ Risk Policy;
Public Responsibility


jimcrowncmykflatv2a02.jpg
James S. Crown
Director since 2004
64
President of Henry Crown and Company
1
Directors’ Risk Policy


jdimonheadshot2.jpg
James Dimon
Director since 2004
62
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
0
tpflynncmykv3flata02.jpg



Timothy P. Flynn
Director since 2012
61
Retired Chairman and Chief Executive Officer of KPMG
3
Audit;
Public Responsibility


mhobsonheadshot.jpg
Mellody Hobson2
Director since March 2018
49
President of Ariel Investments, LLC
2
jacksoncmykflata02.jpg


Laban P. Jackson, Jr.
Director since 2004
75
Chairman and Chief Executive Officer of Clear Creek Properties, Inc.

0
Audit
michaelnealcmykv3flata02.jpg


Michael A. Neal
Director since 2014
65
Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital
0
Directors’ Risk Policy
leerraymondv2cmyka02.jpg



Lee R. Raymond
(Lead Independent Director)
Director since 2001
79
Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation
0
Compensation & Management Development (Chair);
Corporate Governance & Nominating


weldonbillcmykflata02.jpg
William C. Weldon
Director since 2005
69
Retired Chairman and Chief Executive Officer of Johnson & Johnson
2
Compensation & Management Development;
Corporate Governance & Nominating (Chair)
1
Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Crown (1996–2004), Mr. Dimon, Chairman of the Board (2000–2004), and Mr. Jackson (1993–2004); First Chicago Corp.: Mr. Crown (1991–1996); and J.P. Morgan & Co. Incorporated: Mr. Raymond (1987–2000).
2
Principal standing committee. Ms. Bowles, who is not standing for re-election this year, is currently Chair of the Public Responsibility Committee; a new chair for 2018 will be elected by the Board following the annual meeting. Ms. Hobson will begin service on Board committee following the annual meeting.
3
Retired from JPMorgan Chase & Co. in 2005.
5
JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

Table of Contents

a18proxsumright.jpg

Proposal 2: Ratification of special meeting provisions in the Firm’s By-Laws – page xx

In 2017, as part of our engagement discussions with shareholders, we requested feedback about our By-Law provisions regarding shareholders’ rights to call a special meeting. While most shareholders expressed support for the right to call a special meeting if an appropriate threshold of shareholders requested it, there were varying opinions regarding what that appropriate threshold should be. Accordingly, and in lieu of a shareholder proposal seeking to reduce the threshold, the Board is seeking shareholder ratification of the special meeting provisions in the Firm's By-Laws which include a threshold providing that holders of at least 20% of the outstanding shares have the right to call a special meeting.


Proposal 3: Advisory resolution to approve executive compensation – page xx


We are submitting an advisory resolution to approve the executive compensation of our Named Executive Officers (“NEOs”). The table below is a summary of the 2017 compensation of our NEOs.


Name and
principal position
INCENTIVE COMPENSATION

Salary Cash Restricted stock units Performance share units Total


James Dimon
Chairman and CEO
$ 1,500,000
$ 5,000,000
$ —
$ 23,000,000
$ 29,500,000

Marianne Lake
Chief Financial Officer
750,000
5,100,000
3,825,000
3,825,000
13,500,000

Mary Callahan Erdoes
CEO Asset & Wealth Management
750,000
7,500,000
5,625,000
5,625,000
19,500,000

Daniel Pinto1
CEO Corporate & Investment Bank
8,238,628

6,380,686
6,380,686
21,000,000

Gordon Smith
CEO Consumer & Community Banking
750,000
7,700,000
5,775,000
5,775,000
20,000,000

1 Mr. Pinto, who is based in the U.K., received a fixed allowance of $7,635,000 paid in British pound sterling, and a salary of £475,000.


In response to last year’s 92% Say-on-Pay support and positive shareholder feedback, the Compensation & Management Development Committee ("CMDC") maintained the key features of our compensation program. We believe shareholders should consider five key factors in their evaluation of this year’s proposal:



1. Strong performance

We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, reinforce the importance of our culture and values, deliver on our long-standing commitment to serve our communities, and conduct business in a responsible way to drive inclusive growth.

2. Disciplined performance assessment to determine pay

The CMDC uses a balanced approach to determine annual compensation by assessing performance against four broad performance categories over a sustained period of time. A material portion of Operating Committee member compensation is delivered in the form of at-risk Performance Share Units ("PSUs"), reinforcing accountability and alignment with shareholder interests by linking the ultimate payout to pre-established absolute and relative goals.

3. Sound pay practices

We believe our compensation philosophy promotes an equitable and well-governed approach to compensation, including pay practices that attract and retain top talent, are responsive to and aligned with shareholders, and encourage a shared success culture in support of our business principles.

4. Pay is aligned with performance

CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 80% of the CEO’s variable pay deferred into equity, of which 100% is in PSUs. Other NEO pay is also strongly tied to Firm and line of business performance, with a majority of variable pay deferred into equity, of which 50% is in PSUs.

5. Rigorous accountability and recovery provisions

Our executive compensation program is designed to hold executives accountable, when appropriate, for meaningful actions or issues that negatively impact business performance in current or future years.


JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

https://www.sec.gov/Archives/edgar/data/19617/000001961718000067/jpmc2018preliminaryproxy.htm
 

Company History


1799
The Manhattan Company, the firm’s earliest predecessor institution, is chartered.

1824
The Chemical Bank is established.

1848
The Waterbury Bank opens, a predecessor of the Chase Manhattan Bank.

1871
J. Pierpont Morgan and Philadelphia banker Anthony Drexel form a private merchant banking partnership in New York called Drexel, Morgan & Co. This is the earliest partnership that evolves into J.P. Morgan.

1893
J.P. Morgan is primary financier of U.S. railroads.

1895
J. Pierpont Morgan, Sr. becomes senior partner. The New York firm is renamed J.P. Morgan & Co.

1901
J.P. Morgan creates the world’s first billion-dollar corporation by buying out industrialist Andrew Carnegie and combining some 33 companies to create United States Steel.

1903
J.P. Morgan & Co. was appointed as fiscal agent for the newly independent Republic of Panama in 1903 and was subsequently selected by the U.S. Treasury Secretary to arrange the transfer of $40 million from the U.S. government to the French Panama Canal Co. This was the largest real estate deal at the time.

1906
J.P. Morgan is central to the creation of U.S. Steel, GE and AT&T.

1907
During the financial panic of 1907, J. Pierpont Morgan saves several trust companies and a leading brokerage house from insolvency, bails out New York City, and rescues the New York Stock Exchange.

1915
J.P. Morgan arranges the biggest foreign loan in history – a $500 million Anglo/French loan.

1927
Guaranty Trust Company, a predecessor firm of J.P. Morgan, pioneers the concept of American Depositary Receipts (ADRs), which enables Americans to invest in foreign securities directly on U.S. exchanges.

1929
Two Ohio institutions merge to form City National Bank & Trust, a predecessor of Bank One.

1955
Chase National Bank merges with The Bank of the Manhattan Company to form Chase Manhattan Bank.

1968   JPMorgan Chase & Co., a financial holding company incorporated under Delaware law in 1968, is a leading global financial services firm and one of the largest banking institutions in the U.S., with operations worldwide...  jt https://www.fdic.gov/regulations/reform/resplans/plans/jpmchase-165-1507.pdf

1968
The firm launches Euroclear, a system for the orderly settlement of transactions in Eurobonds.

1973
Chase opens a representative office in Moscow, the first Russian presence for a U.S. bank since the 1920s; Chase also becomes the first U.S. correspondent to the Bank of China since the 1949 Chinese revolution.

1980
Predecessor firm Hambrecht & Quist (H&Q) takes Apple Computer public.

1989
J.P. Morgan ranks among Fortune’s 50 Best Companies for Minorities. The firm is regularly recognized as a leading employer of women, minorities, and LGBT employees.

1990
J.P. Morgan plays an active role in the negotiations with Mexico to restructure nearly $50 billion in medium- and long-term commercial bank debt. A first in the market, the new bonds become known as Brady Bonds.

1996
The firm jointly leads the first “century” bond for a sovereign borrower – a 100-year, $100 million issue for the People’s Republic of China.

2000
J.P. Morgan merges with The Chase Manhattan Corporation and is named JPMorgan Chase and Co. Four years later, the company merges with Bank One, creating a global financial services leader.

 Merger 2004  ****

2008
JPMorgan Chase & Co. acquires  The Bear Stearns Companies Inc., strengthening its capabilities across a broad range of businesses, including prime brokerage, cash clearing and energy trading globally.

2008

JPMorgan Chase Holdings LLC
383 Madison Avenue
New York, NY 10179
JP MORGAN in Florida

Cazenove - Jpmorgan 2009 press release

2010
J.P. Morgan Cazenove becomes a wholly-owned part of J.P. Morgan, having originally operated as a joint venture between J.P. Morgan and the U.K. investment bank Cazenove.

2011
J.P. Morgan celebrates the 90th anniversary of the firm’s presence in China. https://www.jpmorgan.com/global/company-history

 JP Morgan charges

2012    JPMorgan  misstates its financial results in public filings for the first quarter of 2012.  

2013   JPMorgan Chase Agrees to Pay $200 Million and Admits Wrongdoing to Settle SEC Charges. JP Morgan charges                                 https://www.sec.gov/litigation/admin/2013/34-70458.pdf                                 


2013   Ezdehar Husainat         former JPMORGAN banker

2013   Joseph   Ambrosio             Financial Analyst for JPMORGAN CHASE & CO.

2014   the Firm had $2.6 trillion in assets and $232.1 billion in stockholders’ equity as of December 31, 2014. The Firm is a leader in investment banking,
financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers in the U.S. and many of the world’s most prominent corporate, institutional and government clients. https://www.fdic.gov/regulations/reform/resplans/plans/jpmchase-165-1507.pdf


2014   Ryan Crane                        JPMORGAN CHASE & CO.   Danske Bank
2014   Gabriel Magee                                      JPMORGAN   Danske Bank

2014   Kenneth Bellando                                 JPMORGAN CHASE & CO.   Danske Bank

2014   Thomas Schenkman           JPMORGAN CHASE & CO.  Microsoft, Goldman Sachs  and Bear Stearns        Danske Bank

2015

 List -July 1, 2015 

JP Morgan charges

 

2016

List of subsidiaries 2017

JP Morgan charges

2017   David Rockefeller                    JPMORGAN CHASE & CO.   Danske Bank

List of  subsidiaries -2018

 JP Morgan charges

2018

2019   *Douglas (Doug) Arthur Carucci     JPMORGAN  - Managing Director      Danske Bank

2019   Aivar Rehe     ***   former head of  Danske Bank in Estonia     JPMORGAN

2019   Jeffrey Epstein     **           Bear Stearns    Deutsche Bank and JP Morgan

Welcome to J.P. Morgan | Saudi Arabia 

J.P. Morgan in Saudi Arabia

J.P. Morgan Leads Historic Bond Sale for Oxford University

38th Annual J.P. Morgan Healthcare Conference

https://www.jpmorgan.com/country/sa/EN/jpmorgan

Local expertise. Global resources.
A commitment to Saudi Arabia.

We are the only U.S.-headquartered financial institution with two operating licenses in Saudi Arabia, providing access to a comprehensive range of products and global banking capabilities for clients in the country. We are regulated by the Saudi Arabian Monetary Authority and the Capital Market Authority.

We have a committed and long-standing history of serving clients in the Middle East dating back to the 1930s when a predecessor firm helped U.S.-based oil companies strengthen their operations in Saudi Arabia. We opened our first branch in Beirut, Lebanon in 1955 and today we operate across offices in Abu Dhabi, Beirut, Cairo, Doha, Dubai, Manama and Riyadh.

Globally, through the JPMorgan Chase Foundation, we make philanthropic investments in cities where we have major operations, assisting those at a disadvantage by helping them build better lives for themselves, their families and their communities. Across EMEA, the firm focuses its investment and attention on three pillars: Economic Development, Financial Empowerment and Workforce Readiness.

J.P. Morgan is a global leader in financial services, offering solutions to the world's most important corporations, governments and institutions in more than 100 countries. As announced in early 2018, JPMorgan Chase will deploy $1.75 billion in philanthropic capital around the world by 2023. We also lead volunteer service activities for employees in local communities by utilizing our many resources, including those that stem from access to capital, economies of scale, global reach and expertise.


https://www.jpmorgan.com/country/SA/EN/about
 

 


<SEC-HEADER>0001615774-20-000068.hdr.sgml : 20200103
<ACCEPTANCE-DATETIME>20200103172755
ACCESSION NUMBER: 0001615774-20-000068
CONFORMED SUBMISSION TYPE: 424B2
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20200103
DATE AS OF CHANGE: 20200103

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: JPMORGAN CHASE & CO
CENTRAL INDEX KEY: 0000019617
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 132624428
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: 424B2
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-222672
FILM NUMBER: 20506935

BUSINESS ADDRESS:
STREET 1: 383 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2122706000

MAIL ADDRESS:
STREET 1: 383 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017

FORMER COMPANY:
FORMER CONFORMED NAME: J P MORGAN CHASE & CO
DATE OF NAME CHANGE: 20010102

FORMER COMPANY:
FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/
DATE OF NAME CHANGE: 19960402

FORMER COMPANY:
FORMER CONFORMED NAME: CHEMICAL BANKING CORP
DATE OF NAME CHANGE: 19920703

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: JPMorgan Chase Financial Co. LLC
CENTRAL INDEX KEY: 0001665650
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 475462128
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: 424B2
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-222672-01
FILM NUMBER: 20506934

BUSINESS ADDRESS:
STREET 1: 383 MADISON AVENUE
STREET 2: FLOOR 21
CITY: NEW YORK
STATE: NY
ZIP: 10179
BUSINESS PHONE: (212) 270-6000

MAIL ADDRESS:
STREET 1: 383 MADISON AVENUE
STREET 2: FLOOR 21
CITY: NEW YORK
STATE: NY
ZIP: 10179
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>s122363_424b2.htm
<DESCRIPTION>PRELIMINARY PRICING SUPPLEMENT





<P STYLE="color: #404040; font: 9pt Arial, Helvetica, Sans-Serif; margin: 4pt 0 0 0.25in">Because the ADSs of Petrobras and
Ita&uacute; Holding are quoted and traded in U.S. dollars on the New York Stock Exchange and the commons shares of Petrobras
and the preferred shares of Ita&uacute; Holding are quoted and traded in Brazilian real on the S&atilde;o Paulo Stock
Exchange (BM&amp;FBOVESPA S.A.), fluctuations in the exchange rate between the Brazilian real and the U.S. dollar will likely
affect the relative value of the ADSs and common shares of Petrobras and the relative value of the ADSs and the preferred
shares of Ita&uacute; Holding, in each case in the two currencies and, as a result, will likely affect the market price of
the ADSs of Petrobras and Ita&uacute; Holding trading on the New York Stock Exchange. These trading differences and currency
exchange rates may affect the market value of the notes and whether the Final Stock Price of either Reference Stock will fall
below its Initial Stock Price by more than the Contingent Buffer Amount. The Brazilian real has been subject to fluctuations
against the U.S. dollar in the past and may be subject to significant fluctuations in the future. Previous fluctuations or
periods of relative stability in the exchange rate between the Brazilian real and the U.S. dollar are not necessarily
indicative of fluctuations or periods of relative stability in that rate that may occur over the term of the notes. The
exchange rate between the Brazilian real and the U.S. dollar is the result of the supply of, and the demand for, those
currencies. Changes in the exchange rate results over time from the interaction of many factors directly or indirectly
affecting economic and political conditions in Brazil and the United States, including economic and political developments in
other countries. Of particular importance are rates of inflation, interest rate levels, the balance of payments, any
political, civil or military unrest and the extent of governmental surpluses or deficits in Brazil and the United States, all
of which are in turn sensitive to the monetary, fiscal and trade policies pursued by Brazil and the United States and other
jurisdictions important to international trade and finance.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt Arial, Helvetica, Sans-Serif; margin-top: 8pt; margin-bottom: 4pt; color: #404040"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD><B>THERE ARE IMPORTANT DIFFERENCES BETWEEN THE RIGHTS OF HOLDERS OF THE ADSs OF PETROBRAS AND ITA&Uacute; HOLDING AND THE RIGHTS
OF HOLDERS OF THE COMMON SHARES OF PETROBRAS AND THE PREFERRED SHARES OF ITA&Uacute; HOLDING, RESPECTIVELY &mdash;</B></TD></TR></TABLE>

<P STYLE="color: #404040; font: 9pt Arial, Helvetica, Sans-Serif; margin: 4pt 0 0 0.25in">There are important differences between
the rights of holders of the ADSs of Petrobras and Ita&uacute; Holding and the rights of holders of the common shares or preferred
shares, as applicable, of Petrobras and Ita&uacute; Holding, respectively, which we refer to as the underlying stocks.&nbsp; For
example, the issuer of an underlying stock may make distributions in respect of that underlying stock that are not passed on to
the holders of the applicable ADSs.&nbsp; Any such differences between the rights of holders of an underlying stock and the rights
of holders of the applicable ADSs may be significant and may materially and adversely affect the value of the applicable ADSs and,
as a result, the notes.</P>

https://www.sec.gov/Archives/edgar/data/19617/000161577420000068/0001615774-20-000068.txt




424B2 1 s122363_424b2.htm PRELIMINARY PRICING SUPPLEMENT
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion dated January 3, 2020

January , 2019 Registration Statement Nos. 333-222672 and 333-222672-01; Rule 424(b)(2)






JPMorgan Chase Financial Company LLC
Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A. due January 6, 2022

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

· The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the closing price of one share of each of the Reference Stocks is greater than or equal to 65.00% of its Strike Value, which we refer to as an Interest Barrier.

· The notes will be automatically called if the closing price of one share of each Reference Stock on any Review Date (other than the final Review Date) is greater than or equal to its Call Value.

· The earliest date on which an automatic call may be initiated is July 2, 2020.

· Investors in the notes should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest Payment may be made with respect to some or all Review Dates.

· Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive Contingent Interest Payments.

· The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.

· Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked to the performance of each of the Reference Stocks individually, as described below.

· Minimum denominations of $1,000 and integral multiples thereof

· The notes are expected to price on or about January 3, 2020 (the “Pricing Date”) and are expected to settle on or about January 7, 2020. The Strike Value of each Reference Stock has been determined by reference to the closing price of one share of that Reference Stock on January 2, 2020 and not by reference to the closing price of one share of that Reference Stock on the Pricing Date.

· CUSIP: 48132HQL9

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page PS-10 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

Price to Public (1) Fees and Commissions (2) Proceeds to Issuer
Per note $1,000 $ $
Total $ $ $

(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.

(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. If the notes priced today, the selling commissions would be approximately $10.00 per $1,000 principal amount note and in no event will these selling commissions exceed $20.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.




If the notes priced today, the estimated value of the notes would be approximately $965.90 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and will not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing supplement for additional information.

The notes 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.

Pricing supplement to product supplement no. 4-I dated April 5, 2018
and the prospectus and prospectus supplement, each dated April 5, 2018







Key Terms


Issuer: JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Reference Stocks: As specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement

Contingent Interest Payments: If the notes have not been automatically called and the closing price of one share of each Reference Stock on any Review Date is greater than or equal to its Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $66.50 (equivalent to a Contingent Interest Rate of at least 13.30% per annum, payable at a rate of at least 6.65% semiannually) (to be provided in the pricing supplement).

If the closing price of one share of either Reference Stock on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.

Contingent Interest Rate: At least 13.30% per annum, payable at a rate of at least 6.65% semiannually (to be provided in the pricing supplement)

Interest Barrier / Trigger Value: With respect to each Reference Stock, 65.00% of its Strike Value, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement

Call Value: With respect to each Reference Stock, 90.00% of its Strike Value

Strike Date: January 2, 2020

Pricing Date: On or about January 3, 2020

Original Issue Date (Settlement Date): On or about January 7, 2020

Review Dates*: July 2, 2020, January 4, 2021, July 2, 2021 and January 3, 2022 (final Review Date)

Interest Payment Dates*: July 8, 2020, January 7, 2021, July 8, 2021 and the Maturity Date

Maturity Date*: January 6, 2022

Call Settlement Date*: If the notes are automatically called on any Review Date (other than the final Review Date), the first Interest Payment Date immediately following that Review Date

* 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 Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement

Automatic Call:

If the closing price of one share of each Reference Stock on any Review Date (other than the final Review Date) is greater than or equal to its Call Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes.

Payment at Maturity:

If the notes have not been automatically called and the Final Value of each Reference Stock is greater than or equal to its Trigger Value, you will receive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the final Review Date.

If the notes have not been automatically called and the Final Value of either Reference Stock is less than its Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:

$1,000 + ($1,000 × Lesser Performing Stock Return)

If the notes have not been automatically called and the Final Value of either Reference Stock is less than its Trigger Value, you will lose more than 35.00% of your principal amount at maturity and could lose all of your principal amount at maturity.

Lesser Performing Reference Stock: The Reference Stock with the Lesser Performing Stock Return

Lesser Performing Stock Return: The lower of the Stock Returns of the Reference Stocks

Stock Return:

With respect to each Reference Stock,

(Final Value – Strike Value)
Strike Value

Strike Value: With respect to each Reference Stock, the closing price of one share of that Reference Stock on the Strike Date, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement. The Strike Value of each Reference Stock is not the closing price of one share of that Reference Stock on the Pricing Date.

Final Value: With respect to each Reference Stock, the closing price of one share of that Reference Stock on the final Review Date

Stock Adjustment Factor: With respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing price of one share of that Reference Stock and is set equal to 1.0 on the Strike Date. The Stock Adjustment Factor of each Reference Stock is subject to adjustment upon the occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings — Reference Stocks — Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization Events” in the accompanying product supplement for further information.






PS-1 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.






Key Terms Relating to the Reference Stocks



Reference Stock Bloomberg
Ticker Symbol Strike Value Interest Barrier
/ Trigger Value
American Depositary Shares, each representing two common shares, of Petróleo Brasileiro S.A. — Petrobras, no par value PBR $16.27 $10.5755
American Depositary Shares, each representing one preferred share, of Itaú Unibanco Holding S.A., no par value ITUB $9.38 $6.097

How the Notes Work

Payments in Connection with Review Dates Preceding the Final Review Date



Payment at Maturity If the Notes Have Not Been Automatically Called







PS-2 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.






Total Contingent Interest Payments

The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent Interest Rate of 13.30% per annum, depending on how many Contingent Interest Payments are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be at least 13.30% per annum.



Number of Contingent
Interest Payments Total Contingent Interest
Payments
4 $266.00
3 $199.50
2 $133.00
1 $66.50
0 $0.00



Hypothetical Payout Examples

The following examples illustrate payments on the notes linked to two hypothetical Reference Stocks, assuming a range of performances for the hypothetical Lesser Performing Reference Stock on the Review Dates. Each hypothetical payment set forth below assumes that the closing price of one share of the Reference Stock that is not the Lesser Performing Reference Stock on each Review Date is greater than or equal to its Call Value (and therefore its Interest Barrier and Trigger Value).

In addition, the hypothetical payments set forth below assume the following:

· a Strike Value for the Lesser Performing Reference Stock of $100.00;

· a Call Value for the Lesser Performing Reference Stock of $90.00 (equal to 90.00% of its hypothetical Strike Value);

· an Interest Barrier and a Trigger Value for the Lesser Performing Reference Stock of $65.00 (equal to 65.00% of its hypothetical Strike Value); and

· a Contingent Interest Rate of 13.30% per annum (payable at a rate of 6.65% semiannually).

The hypothetical Strike Value of the Lesser Performing Reference Stock of $100.00 has been chosen for illustrative purposes only and does not represent the actual Strike Value of either Reference Stock. The actual Strike Value of each Reference Stock is the closing price of one share of that Reference Stock on the Strike Date and is specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement. For historical data regarding the actual closing prices of one share of each Reference Stock, please see the historical information set forth under “The Reference Stocks” in this pricing supplement.

Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.

Example 1 — Notes are automatically called on the first Review Date.

Date Closing Price of One Share of
Lesser Performing Reference
Stock Payment (per $1,000 principal amount note)
First Review Date $95.00 $66.50
Total Payment $1,066.50 (6.65% return)

Because the closing price of one share of each Reference Stock on the first Review Date is greater than or equal to its Call Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,066.50 (or $1,000 plus the Contingent Interest Payment applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.

Example 2 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Reference Stock is greater than or equal to its Trigger Value.

Date Closing Price of One Share of
Lesser Performing Reference
Stock Payment (per $1,000 principal amount note)
First Review Date $85.00 $66.50






PS-3 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.







Second Review Date $80.00 $66.50
Third Review Date $60.00 $0
Final Review Date $90.00 $1,066.50
Total Payment $1,199.50 (19.95% return)

Because the notes have not been automatically called and the Final Value of the Lesser Performing Reference Stock is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,066.50 (or $1,000 plus the Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,199.50.

Example 3 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Reference Stock is less than its Trigger Value.

Date Closing Price of One Share of
Lesser Performing Reference
Stock Payment (per $1,000 principal amount note)
First Review Date $40.00 $0
Second Review Date $50.00 $0
Third Review Date $60.00 $0
Final Review Date $50.00 $500.00
Total Payment $500.00 (-50.00% return)



Because the notes have not been automatically called, the Final Value of the Lesser Performing Reference Stock is less than its Trigger Value and the Lesser Performing Stock Return is -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 × (-50.00%)] = $500.00

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals do not reflect the 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.

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement.

· YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —

The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either Reference Stock is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing Reference Stock is less than its Strike Value. Accordingly, under these circumstances, you will lose more than 35.00% of your principal amount at maturity and could lose all of your principal amount at maturity.

· THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —

If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if the closing price of one share of each Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of either Reference Stock on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. Accordingly, if the closing price of one share of either Reference Stock on each Review Date is less than its Interest Barrier, you will not receive any interest payments over the term of the notes.

· 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.




PS-4 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.






· 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. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of our affiliates to make payments under loans made by us or other intercompany agreements. As a result, we are dependent upon payments from our affiliates to meet our obligations under the notes. If these affiliates do not make payments to us and we fail 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.

· THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER THE TERM OF THE NOTES,

regardless of any appreciation of either Reference Stock, which may be significant. You will not participate in any appreciation of either Reference Stock.

· POTENTIAL CONFLICTS —

We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.

· YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —

Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of each individual Reference Stock. Poor performance by either of the Reference Stocks over the term of the notes may result in the notes not being automatically called on a Review Date, may negatively affect whether you will receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by the other Reference Stock.

· YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING REFERENCE STOCK.

· THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —

If the Final Value of either Reference Stock is less than its Trigger Value and the notes have not been automatically called, the benefit provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Lesser Performing Reference Stock.

· THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —

If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months and you will not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described on the front cover of this pricing supplement.

· YOU WILL NOT RECEIVE DIVIDENDS ON EITHER REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO EITHER REFERENCE STOCK.

· ANY PAYMENT AT MATURITY ON THE NOTES, WHETHER A CONTINGENT INTEREST PAYMENT IS PAYABLE AND WHETHER THE NOTES WILL BE AUTOMATICALLY CALLED ARE DETERMINED BY REFERENCE ONLY TO THE PRICE PERFORMANCE OF THE REFERENCE STOCKS —

The amount of any payment at maturity on the notes, whether a Contingent Interest Payment is payable and whether the notes will be automatically called are based only on the price performance of the Reference Stocks relative to its Strike Price, without any exposure to dividends or other distributions on the Reference Stocks. In particular, each American depositary share (“ADS”) of Petróleo Brasileiro S.A. — Petrobras (“Petrobras”) represents two common shares of Petrobras and each ADS of Itaú Unibanco Holding S.A. (“Itaú Holding”) represents one preferred share of Itaú Holding. Although holders of the preferred shares of Petrobras and Itaú Holding are generally entitled to receive higher dividends than holders of the common shares of Petrobras and Itaú Holding, the notes do not provide any exposure to the dividends paid on the preferred shares, as passed on to holders of the ADSs






PS-5 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.






of Petrobras and Itaú Holding. As a result, excluding dividends or distributions on the ADSs of Petrobras and Itaú Holding. will likely exclude a significant portion of the overall performance of the ADSs of Petrobras and Itaú Holding. and will reduce, possibly significantly, its performance. While the notes do not provide any exposure to the dividends or distributions on the Reference Stocks, the prices of the Reference Stocks may decrease in correlation with any reduction in the distributions on the Reference Stocks, which may adversely affect the value of the notes and any payment on the notes.

· NO AFFILIATION WITH EITHER REFERENCE STOCK ISSUER —

We have not independently verified any of the information about either Reference Stock issuer contained in this pricing supplement. You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for either Reference Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.

· RISKS ASSOCIATED WITH NON-U.S. COMPANIES —

Each Reference Stock has been issued by a non-U.S. company. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of those non-U.S. equity securities.

· EMERGING MARKETS RISK —

Each Reference Stock has been issued by a non-U.S. company conducting its business in an emerging markets country (Brazil). Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

· CURRENCY EXCHANGE RATE RISK —

Because the ADSs of Petrobras and Itaú Holding are quoted and traded in U.S. dollars on the New York Stock Exchange and the commons shares of Petrobras and the preferred shares of Itaú Holding are quoted and traded in Brazilian real on the São Paulo Stock Exchange (BM&FBOVESPA S.A.), fluctuations in the exchange rate between the Brazilian real and the U.S. dollar will likely affect the relative value of the ADSs and common shares of Petrobras and the relative value of the ADSs and the preferred shares of Itaú Holding, in each case in the two currencies and, as a result, will likely affect the market price of the ADSs of Petrobras and Itaú Holding trading on the New York Stock Exchange. These trading differences and currency exchange rates may affect the market value of the notes and whether the Final Stock Price of either Reference Stock will fall below its Initial Stock Price by more than the Contingent Buffer Amount. The Brazilian real has been subject to fluctuations against the U.S. dollar in the past and may be subject to significant fluctuations in the future. Previous fluctuations or periods of relative stability in the exchange rate between the Brazilian real and the U.S. dollar are not necessarily indicative of fluctuations or periods of relative stability in that rate that may occur over the term of the notes. The exchange rate between the Brazilian real and the U.S. dollar is the result of the supply of, and the demand for, those currencies. Changes in the exchange rate results over time from the interaction of many factors directly or indirectly affecting economic and political conditions in Brazil and the United States, including economic and political developments in other countries. Of particular importance are rates of inflation, interest rate levels, the balance of payments, any political, civil or military unrest and the extent of governmental surpluses or deficits in Brazil and the United States, all of which are in turn sensitive to the monetary, fiscal and trade policies pursued by Brazil and the United States and other jurisdictions important to international trade and finance.

· THERE ARE IMPORTANT DIFFERENCES BETWEEN THE RIGHTS OF HOLDERS OF THE ADSs OF PETROBRAS AND ITAÚ HOLDING AND THE RIGHTS OF HOLDERS OF THE COMMON SHARES OF PETROBRAS AND THE PREFERRED SHARES OF ITAÚ HOLDING, RESPECTIVELY —

There are important differences between the rights of holders of the ADSs of Petrobras and Itaú Holding and the rights of holders of the common shares or preferred shares, as applicable, of Petrobras and Itaú Holding, respectively, which we refer to as the underlying stocks. For example, the issuer of an underlying stock may make distributions in respect of that underlying stock that are not passed on to the holders of the applicable ADSs. Any such differences between the rights of holders of an underlying stock and the rights of holders of the applicable ADSs may be significant and may materially and adversely affect the value of the applicable ADSs and, as a result, the notes.




PS-6 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.






· THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —

The calculation agent will not make an adjustment in response to all events that could affect either Reference Stock. The calculation agent may make adjustments in response to events that are not described in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.

· THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.

· 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 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 FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —

You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the Contingent Interest Rate.

· THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES —

The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the notes will exceed the estimated value 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, 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. See “The Estimated Value of the Notes” in this pricing supplement.

· THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —

See “The Estimated Value of the Notes” in this pricing supplement.

· THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —

The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.

· 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 —

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. See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).

· SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES —

Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging




PS-7 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.






costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes 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.

· SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —

The secondary market price of the notes 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 prices of one share of the Reference Stocks. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. 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.



PS-8 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.






The Reference Stocks

All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the table below, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”) without independent verification.

Reference Stock Bloomberg
Ticker Symbol Relevant
Exchange SEC File
Number Closing Price on
January 2, 2020
American Depositary Shares, each representing two common shares, of Petróleo Brasileiro S.A. — Petrobras, no par value PBR New York Stock Exchange 001-15106 $16.27
American Depositary Shares, each representing one preferred share, of Itaú Unibanco Holding S.A., no par value ITUB New York Stock Exchange 001-15276 $9.38

According to publicly available filings of the relevant Reference Stock issuer with the SEC:

· Petróleo Brasileiro S.A. — Petrobras, a Brazilian company, is an integrated oil and gas company, operating principally in Brazil.

· The principal operations of Itaú Unibanco Holding S.A., a Brazilian company, are: (i) commercial banking (including insurance, pension plan and capitalization products, credit cards, asset management and a variety of credit products and services for individuals, small and middle-market companies); (ii) corporate and investment banking; (iii) consumer credit (financial products and services to our non-accountholders); and (iv) operations with the market and corporations.



Historical Information

The following graphs set forth the historical performance of each Reference Stock based on the weekly historical closing prices of one share of that Reference Stock from January 3, 2014 through December 27, 2019. The closing prices above and below may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

The historical closing prices of one share of each Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one share of either Reference Stock on any Review Date. There can be no assurance that the performance of the Reference Stocks will result in the return of any of your principal amount or the payment of any interest.


PS-9 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.


Tax Treatment

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. In determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the notes could be materially 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 and the relevance of factors such as the nature of the underlying property to which the instruments are linked. 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 affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the notice described above.

Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is provided), a withholding agent may nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible reduction of that rate under an applicable income tax treaty), unless income from your notes 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). If you are not a United States person, you are urged to consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes in light of your particular circumstances.




PS-10 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.





FATCA. Withholding under legislation commonly referred to as “FATCA” could apply to payments with respect to the notes that are treated as U.S.-source “fixed or determinable annual or periodical” income (“FDAP Income”) for U.S. federal income tax purposes (such as interest, if the notes are recharacterized, in whole or in part, as debt instruments, or Contingent Interest Payments if they are otherwise treated as FDAP Income). If the notes are recharacterized, in whole or in part, as debt instruments, withholding could also apply to payments of gross proceeds of a taxable disposition, including an early redemption or redemption at maturity, although under recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply to payments of gross proceeds (other than any amount treated as FDAP Income). You should consult your tax adviser regarding the potential application of FATCA to the notes.

In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.

The Estimated Value of the Notes

The estimated value of the notes set forth on the cover of this pricing supplement 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 notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. For additional information, see “Selected Risk Considerations — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement.

The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our affiliates. 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, the estimated value of the notes is determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.

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



PS-11 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.





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 “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Reference Stocks” 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. 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” section of 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.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

· Product supplement no. 4-I dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000095010318004519/dp87528_424b2-ps4i.pdf

· Prospectus supplement and prospectus, each dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000095010318004508/dp87767_424b2-ps.pdf

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Financial.


PS-12 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the American Depositary Shares, Each Representing Two Common Shares, of Petróleo Brasileiro S.A. — Petrobras and the American Depositary Shares, Each Representing One Preferred Share, of Itaú Unibanco Holding S.A.

https://www.sec.gov/Archives/edgar/data/19617/000161577420000068/s122363_424b2.htm

 

 Home