Bond JPMorgan Chase 5.5% ( US48128GYW40 ) in USD

Issuer JPMorgan Chase
Market price refresh price now   96.94 %  ⇌ 
Country  United States
ISIN code  US48128GYW40 ( in USD )
Interest rate 5.5% per year ( payment 2 times a year)
Maturity 08/02/2029



Prospectus brochure of the bond JP Morgan US48128GYW40 en USD 5.5%, maturity 08/02/2029


Minimal amount 1 000 USD
Total amount 5 000 000 USD
Cusip 48128GYW4
Standard & Poor's ( S&P ) rating A ( Upper medium grade - Investment-grade )
Moody's rating A1 ( Upper medium grade - Investment-grade )
Next Coupon 08/08/2025 ( In 16 days )
Detailed description JPMorgan Chase & Co. is a leading global financial services firm offering investment banking, asset and wealth management, and consumer and community banking services.

The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48128GYW40, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/02/2029

The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48128GYW40, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48128GYW40, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 e3949_424b2.htm PRICING SUPPLEMENT

Pric ing supple m e nt
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 2 6 7 2
To prospectus dated April 5, 2018,
Da t e d Fe brua ry 6 , 2 0 1 9
prospectus supplement dated April 5, 2018 and
Rule 4 2 4 (b)(2 )
product supplement no. 1-I dated April 5, 2018



$ 5 ,0 0 0 ,0 0 0
Fix e d t o Floa t ing Ra t e N ot e s Link e d t o 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e due Fe brua ry 8 , 2 0 2 9

Ge ne ra l
·
The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any pa ym e nt on t he not e s is subje c t t o t he c re dit
risk of J PM orga n Cha se & Co.
·
The notes are designed for investors who seek (a) periodic interest payments that (i) for the Initial Interest Periods, are fixed at 5.50% per annum, and
(ii) for each Interest Period (other than the Initial Interest Periods) are linked to the 10-Year U.S. Dollar ICE Swap Rate as determined on each
Determination Date plus 0.05%, provided that this rate will not be less than the Minimum Interest Rate of 0.00% per annum and (b) the return of their
initial investment at maturity. Any pa ym e nt on t he not e s is subje c t t o t he c re dit risk of J PM orga n Cha se & Co.
·
These notes have a relatively long maturity relative to other fixed income products. Longer-dated notes may be riskier than shorter-dated notes. See
"Selected Risk Considerations" in this pricing supplement.
·
The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter.

K e y T e rm s
Issuer:
JPMorgan Chase & Co.
Payment at Maturity:
On the Maturity Date, we will pay you the outstanding principal amount of your notes plus any accrued and unpaid
interest.
Interest:
We will pay you interest on each Interest Payment Date based on the applicable Interest Rate and the applicable Day
Count Fraction, subject to the Interest Accrual Convention described below and in the accompanying product supplement.
Initial Interest Period(s):
The Interest Periods beginning on and including the Original Issue Date of the notes and ending on but excluding
February 8, 2021
Initial Interest Rate:
5.50% per annum
Interest Periods:
The period beginning on and including the Original Issue Date of the notes and ending on but excluding the first Interest
Payment Date, and each successive period beginning on and including an Interest Payment Date and ending on but
excluding the next succeeding Interest Payment Date, subject to the Interest Accrual Convention described below and in
the accompanying product supplement
Interest Payment Dates:
Interest on the notes will be payable in arrears on the 8th day of each February, May, August and November,
commencing on May 8, 2019, to and including the Maturity Date, subject to the Business Day Convention and Interest
Accrual Convention described below and in the accompanying product supplement.
Interest Rate:
With respect to each Initial Interest Period, a rate per annum equal to the Initial Interest Rate, and, notwithstanding
anything to the contrary in the accompanying product supplement, with respect to each Interest Period thereafter, a rate
per annum equal to the 10-Year USD ICE Swap Rate, as determined on each applicable Determination Date plus
0.05%, provided that this rate will not be less than the Minimum Interest Rate
Minimum Interest Rate:
0.00% per annum
10-Year USD ICE Swap Rate:
The 10-Year U.S. Dollar ICE Swap Rate, which is the rate for a U.S. dollar interest rate swap with a Designated Maturity
of 10 years that appears on Reuters page "ICESWAP1" (or any successor page) at approximately 11:00 a.m., New York
City time, on the applicable Determination Date, as determined by the calculation agent. If, on a Determination Date,
the 10-Year USD ICE Swap Rate cannot be determined by reference to Reuters page "ICESWAP1" (or any successor
page), then the calculation agent will determine the 10-Year USD ICE Swap Rate for that Determination Date in
accordance with the procedures set forth under "What Is the 10-Year USD ICE Swap Rate?" below
Determination Date:
For each Interest Period, two U.S. Government Securities Business Days immediately prior to the beginning of the
applicable Interest Period.
U.S. Government Securities
Any day, other than a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association
Business Day:
recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
U.S. government securities
Pricing Date:
February 6, 2019
Original Issue Date:
February 8, 2019, subject to the Business Day Convention (Settlement Date)
Maturity Date:
February 8, 2029, subject to the Business Day Convention
Business Day Convention:
Following
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Interest Accrual Convention:
Unadjusted
Day Count Fraction:
30/360
CUSIP:
48128GYW4
Inve st ing in t he not e s involve s a num be r of risk s. Se e "Risk Fa c t ors" be ginning on pa ge PS-1 8 of t he a c c om pa nying produc t
supple m e nt a nd "Se le c t e d Risk Conside ra t ions" be ginning on pa ge PS-2 of t his pric ing supple m e nt .
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.
Fe e s a nd Com m issions

Pric e t o Public (1 )
(2 )
Proc e e ds t o I ssue r
Pe r not e
$1,000
$7.50
$992.50
T ot a l
$5,000,000
$37,500
$4,962,500
(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions of $7.50 per $1,000
principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
The notes are not bank deposits, are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and are
not the obligations of, or guaranteed by, a bank.



Addit iona l T e rm s Spe c ific t o t he N ot e s
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying prospectus
supplement relating to our Series E 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. 1-I dated April 5, 2018: http://www.sec.gov/Archives/edgar/data/19617/000089109218003346/e78092_424b2.htm
·
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 19617. As used in this pricing supplement, the "Company," "we," "us" or "our" refers to
JPMorgan Chase & Co.
Se le c t e d Purc ha se Conside ra t ions
·
PRESERV AT I ON OF CAPI T AL AT M AT U RI T Y -- Regardless of the performance of the 10-Year USD ICE Swap Rate, we will pay
you at least the principal amount of your notes if you hold the notes to maturity. Be c a use t he not e s a re our unse c ure d a nd
unsubordina t e d obliga t ions, pa ym e nt of a ny a m ount on t he not e s is subje c t t o our a bilit y t o pa y our obliga t ions
a s t he y be c om e due .
·
PERI ODI C I N T EREST PAY M EN T S -- The notes offer periodic interest payments on each Interest Payment Date. With respect to the
Initial Interest Periods, your notes will pay an annual interest rate equal to the Initial Interest Rate, and for the applicable Interest Periods
thereafter, your notes will pay an interest rate per annum equal to the 10-Year USD ICE Swap Rate plus 0.05%, provided that this rate will
not be less than the Minimum Interest Rate. The yield on the notes may be less than the overall return you would receive from a
conventional debt security that you could purchase today with the same maturity as the notes.
·
T AX T REAT M EN T -- You should review the section entitled "Material U.S. Federal Income Tax Consequences" in this pricing
supplement carefully and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes.
·
I N SOLV EN CY AN D RESOLU T I ON CON SI DERAT I ON S -- The notes constitute "loss-absorbing capacity" within the meaning of the
final rules (the "TLAC rules") issued by the Board of Governors of the Federal Reserve System (the "Federal Reserve") on December 15,
2016 regarding, among other things, the minimum levels of unsecured external long-term debt and other loss-absorbing capacity that
certain U.S. bank holding companies, including JPMorgan Chase & Co., will be required to maintain, commencing January 1, 2019. Such
debt must satisfy certain eligibility criteria under the TLAC rules. If JPMorgan Chase & Co. were to enter into resolution, either in a
proceeding under Chapter 11 of the U.S. Bankruptcy Code or into a receivership administered by the Federal Deposit Insurance
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Corporation (the "FDIC") under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"),
holders of the notes and other debt and equity securities of JPMorgan Chase & Co. will absorb the losses of JPMorgan Chase & Co. and
its affiliates.
Under Title I of the Dodd-Frank Act and applicable rules of the Federal Reserve and the FDIC, JPMorgan Chase & Co. is required to
submit periodically to the Federal Reserve and the FDIC a detailed plan (the "resolution plan") for the rapid and orderly resolution of
JPMorgan Chase & Co. and its material subsidiaries under the U.S. Bankruptcy Code and other applicable insolvency laws in the event of
material financial distress or failure. JPMorgan Chase & Co.'s preferred resolution strategy under its resolution plan contemplates that only
JPMorgan Chase & Co. would enter bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code pursuant to a "single point of
entry" recapitalization strategy. JPMorgan Chase & Co.'s subsidiaries would be recapitalized as needed so that they could continue normal
operations or subsequently be wound down in an orderly manner. As a result, JPMorgan Chase & Co.'s losses and any losses incurred by
its subsidiaries would be imposed first on holders of JPMorgan Chase & Co.'s equity securities and thereafter on unsecured creditors,
including holders of the notes and other debt securities of JPMorgan Chase & Co. Claims of holders of the notes and those other debt
securities would have a junior position to the claims of creditors of JPMorgan Chase & Co.'s subsidiaries and to the claims of priority (as
determined by statute) and secured creditors of JPMorgan Chase & Co. Accordingly, in a resolution of JPMorgan Chase & Co. under
Chapter 11 of the U.S. Bankruptcy Code, holders of the notes and other debt securities of JPMorgan Chase & Co. would realize value only
to the extent available to JPMorgan Chase & Co. as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries and only after
any claims of priority and secured creditors of JPMorgan Chase & Co. have been fully repaid. If JPMorgan Chase & Co. were to enter into
a resolution, none of JPMorgan Chase & Co., the Federal Reserve or the FDIC is obligated to follow JPMorgan Chase & Co.'s preferred
resolution strategy under its resolution plan.
The FDIC has similarly indicated that a single point of entry recapitalization model could be a desirable strategy to resolve a systemically
important financial institution, such as JPMorgan Chase & Co., under Title II of the Dodd-Frank Act. Pursuant to that strategy, the FDIC
would use its power to create a "bridge entity" for JPMorgan Chase & Co.; transfer the systemically important and viable parts of its
business, principally the stock of JPMorgan Chase & Co.'s main operating subsidiaries and any intercompany claims against such
subsidiaries, to the bridge entity; recapitalize those subsidiaries using assets of JPMorgan Chase & Co. that have been transferred to the
bridge entity; and exchange external debt claims against JPMorgan Chase & Co. for equity in the bridge entity. Under this Title II resolution
strategy, the value of the stock of the bridge entity that would be redistributed to holders of the notes and other debt securities of
JPMorgan Chase & Co. may not be sufficient to repay all or part of the principal amount and interest on the notes and those other
securities. To date, the FDIC has not formally adopted a single point of entry resolution strategy, and it is not obligated to follow such a
strategy in a Title II resolution of JPMorgan Chase & Co.
JPMorgan Structured Investments --
PS- 1
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate


Se le c t e d Risk Conside ra t ions
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.
·
T H E N OT ES ARE N OT ORDI N ARY DEBT SECU RI T I ES BECAU SE, OT H ER T H AN DU RI N G T H E I N I T I AL I N T EREST
PERI ODS, T H E I N T EREST RAT E ON T H E N OT ES I S A FLOAT I N G RAT E AN D M AY BE EQU AL T O T H E M I N I M U M
I N T EREST RAT E -- With respect to the Initial Interest Periods, your notes will pay a rate equal to the Initial Interest Rate, and for the
applicable Interest Periods thereafter, your notes will pay a rate per annum equal to the 10-Year USD ICE Swap Rate plus 0.05%,
provided that this rate will not be less than the Minimum Interest Rate. If the Interest Rate for an Interest Period after the Initial Interest
Periods is equal to the Minimum Interest Rate, which will occur if the 10-Year USD ICE Swap Rate on the applicable Determination Date is
less than or equal to -0.05% per annum, no interest will be payable with respect to that Interest Period. Accordingly, if the 10-Year USD
ICE Swap Rate on the Determination Dates for some or all of the Interest Periods after the Initial Interest Periods is less than or equal to -
0.05% per annum, you may not receive any interest payments for an extended period over the term of the notes.
·
AFT ER T H E I N I T I AL I N T EREST PERI ODS, T H E I N T EREST RAT E ON T H E N OT ES I S BASED ON T H E 1 0 -Y EAR U SD
I CE SWAP RAT E -- The amount of interest, if any, payable on the notes will depend on a number of factors that could affect the levels
of the 10-Year USD ICE Swap Rate, and in turn, could affect the value of the notes. These factors include (but are not limited to) the
expected volatility of the 10-Year USD ICE Swap Rate, interest and yield rates in the market generally, the performance of capital markets,
monetary policies, fiscal policies, regulatory or judicial events, inflation, general economic conditions, and public expectations with respect
to such factors. These and other factors may have a negative impact on the 10-Year USD ICE Swap Rate and on the value of the notes in
the secondary market. The effect that any single factor may have on the 10-Year USD ICE Swap Rate may be partially offset by other
factors. We cannot predict the factors that may cause the 10-Year USD ICE Swap Rate, and consequently the Interest Rate for an Interest
Period (other than an Initial Interest Period), to increase or decrease. A decrease in the 10-Year USD ICE Swap Rate will result in a
reduction of the applicable Interest Rate used to calculate the Interest for any Interest Period.
·
FLOAT I N G RAT E N OT ES DI FFER FROM FI X ED RAT E N OT ES -- After the Initial Interest Periods, the rate of interest on your
notes will be variable and determined based on the 10-Year USD ICE Swap Rate plus 0.05%, provided that this rate will not be less than
the Minimum Interest Rate, which may be less than returns otherwise payable on notes issued by us with similar maturities. You should
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consider, among other things, the overall potential annual percentage rate of interest to maturity of the notes as compared to other
investment alternatives.
·
LON GER-DAT ED N OT ES M AY BE RI SK I ER T H AN SH ORT ER-DAT ED N OT ES -- By purchasing a note with a longer tenor,
you are more exposed to fluctuations in interest rates than if you purchased a note with a shorter tenor. The present value of a longer-
dated note tends to be more sensitive to rising interest rates than the present value of a shorter-dated note. If interest rates rise, the
present value of a longer-dated note will fall faster than the present value of a shorter-dated note. You should purchase these notes only if
you are comfortable with owning a note with a longer tenor.
·
CREDI T RI SK OF J PM ORGAN CH ASE & CO. -- The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit
ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.'s ability
to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined by the market
for taking our credit risk, is likely to adversely affect the value of the notes. If we 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.
·
POT EN T I AL CON FLI CT S -- We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting
as calculation agent and as an agent of the offering of the notes and hedging our obligations under the notes. In performing these duties,
our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your
interests as an investor in the notes. In addition, our business activities, including hedging and trading activities for our own accounts or on
behalf of customers, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and
the value of 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 for additional information about these risks.
Furthermore, the 10-Year USD ICE Swap Rate is administered by ICE Benchmark Administration, and one of our affiliates is represented
on the ICE Swap Rate Oversight Committee, which is responsible for monitoring the administration of the 10-Year USD ICE Swap Rate.
We and our affiliates will have no obligation to consider your interests as a holder of the notes in taking any actions in connection with
participation on the ICE Swap Rate Oversight Committee that might affect the 10-Year USD ICE Swap Rate or the notes.
·
T H E 1 0 -Y EAR U SD I CE SWAP RAT E WI LL BE AFFECT ED BY A N U M BER OF FACT ORS -- The amount of interest payable
on the notes (after the Initial Interest Periods) will depend on the 10-Year USD ICE Swap Rate. The 10-Year USD ICE Swap Rate will
depend on a number of factors, including, but not limited to:
·
changes in, or perceptions about future 10-Year USD ICE Swap Rate levels;
·
general economic conditions: the economic, financial, political, regulatory and judicial events that affect financial markets
generally will affect the 10-Year USD ICE Swap Rate;
·
prevailing interest rates: the 10-Year USD ICE Swap Rate is subject to daily fluctuations depending on the levels of
prevailing interest rates in the market generally; and
·
policies of the Federal Reserve Board regarding interest rates.
These and other factors may have a negative effect on the performance of the 10-Year USD ICE Swap Rate, on the payment of interest on the
notes and on the value of the notes in the secondary market.
·
T H E 1 0 -Y EAR U SD I CE SWAP RAT E M AY BE V OLAT I LE -- The 10-Year USD ICE Swap Rate is subject to volatility due to a
variety of factors affecting interest rates generally, including, but not limited to:
·
sentiment regarding underlying strength in the U.S. and global economies;
·
expectations regarding the level of price inflation;
·
sentiment regarding credit quality in U.S. and global credit markets;
·
central bank policy regarding interest rates; and
·
performance of capital markets.
JPMorgan Structured Investments --
PS- 2
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate


·
T H E 1 0 -Y EAR U SD I CE SWAP RAT E AN D T H E M AN N ER I N WH I CH I T I S CALCU LAT ED M AY CH AN GE I N T H E
FU T U RE -- There can be no assurance that the method by which the 10-Year USD ICE Swap Rate is calculated will continue in its
current form. Any changes in the method of calculation could reduce the 10-Year USD ICE Swap Rate.
·
U N CERT AI N T Y ABOU T T H E FU T U RE OF LI BOR M AY ADV ERSELY AFFECT T H E 1 0 -Y EAR U SD I CE SWAP RAT E --
The 10-Year USD ICE Swap Rate is based on a hypothetical interest rate swap referencing the U.S. Dollar London Interbank Offered Rate
("LIBOR") with a designated maturity of three months. On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the
"FCA"), which regulates LIBOR, announced that the FCA intends to stop persuading or compelling banks to submit rates for the calculation
of LIBOR rates to the LIBOR administrator after 2021. The announcement indicates that the continuation of LIBOR on the current basis
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cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR
submissions to the administrator of LIBOR, whether LIBOR rates will cease to be published or supported before or after 2021 or whether
any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or
rates may become accepted alternatives to LIBOR and it is impossible to predict the effect of any such alternatives on the value of 10-Year
USD ICE Swap Rate-based securities, such as the notes. Uncertainty as to the nature of alternative reference rates and as to potential
changes or other reforms to LIBOR may adversely affect the 10-Year USD ICE Swap Rate during the term of the notes and your return on
the notes and the trading market for 10-Year USD ICE Swap Rate securities, including the notes.
·
T H E 1 0 -Y EAR U SD I CE SWAP RAT E M AY BE CALCU LAT ED BASED ON DEALER QU OT AT I ON S OR BY T H E
CALCU LAT I ON AGEN T I N GOOD FAI T H AN D I N A COM M ERCI ALLY REASON ABLE M AN N ER -- If on a Determination
Date, the 10-Year USD ICE Swap Rate cannot be determined by reference to Reuters page "ICESWAP1" (or any successor page), then
the calculation agent will determine the 10-Year USD ICE Swap Rate for that Determination Date on the basis of the mid-market, semi-
annual swap rate quotations provided to the calculation agent by up to five leading swap dealers, which may include the calculation agent
or its affiliates, in the New York City interbank market, at approximately 11:00 a.m., New York City time, on that Determination Date. If
fewer than three leading swap dealers selected by the calculation agent provide quotations as described above, the 10-Year USD ICE
Swap Rate will be determined by the calculation agent, acting in a commercially reasonable manner. The 10-Year USD ICE Swap Rate
determined in this manner may be different from the rate that would have been published on the applicable Reuters page and may be
different from other published levels, or other estimated levels, of the 10-Year USD ICE Swap Rate.
·
CERT AI N BU I LT -I N COST S ARE LI K ELY T O AFFECT ADV ERSELY T H E V ALU E OF T H E N OT ES PRI OR T O
M AT U RI T Y -- While the payment at maturity described in this pricing supplement is based on the full principal amount of your notes, the
original issue price of the notes includes the agent's commission and the estimated cost of hedging our obligations under the notes through
one or more of our affiliates. As a result, the price, if any, at which JPMS will be willing to purchase notes from you in secondary market
transactions, if at all, will likely be lower than the original issue price and any sale prior to the Maturity Date could result in a substantial
loss to you. This secondary market price will also be affected by a number of factors aside from the agent's commission and hedging
costs, including those referred to under "Many Economic and Market Factors Will Impact the Value of the Notes" below.
The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to
maturity.
·
LACK OF LI QU I DI T Y -- The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the
secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade
or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, 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.
·
M AN Y ECON OM I C AN D M ARK ET FACT ORS WI LL I M PACT T H E V ALU E OF T H E N OT ES -- In addition to the 10-Year
USD ICE Swap Rate on any day, the value of the notes will be affected by a number of economic and market factors that may either offset
or magnify each other, including:
·
any actual or potential change in our creditworthiness or credit spreads;
·
the actual and expected volatility of the 10-Year USD ICE Swap Rate;
·
the time to maturity of the notes;
·
interest and yield rates in the market generally, as well as the volatility of those rates; and
·
a variety of economic, financial, political, regulatory or judicial events.

JPMorgan Structured Investments --
PS- 3
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate



H ypot he t ic a l I nt e re st Ra t e for a n I nt e re st Pe riod (Ot he r T ha n a n I nit ia l I nt e re st Pe riod)
The following table illustrates the Interest Rate determination for an Interest Period (other than an Initial Interest Period) for a hypothetical range
of performance of the 10-Year USD ICE Swap Rate and reflects the Minimum Interest Rate set forth on the cover of this pricing supplement.
The hypothetical 10-Year USD ICE Swap Rate and interest payments set forth in the following examples are for illustrative purposes only and
may not be the actual the 10-Year USD ICE Swap Rate or interest payment applicable to a purchaser of the notes.
Hypothetical 10-Year USD
Hypothetical Interest Rate
ICE Swap Rate
for Years 3 to 10*
9.00%
9.05%
8.00%
8.05%
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7.00%
7.05%
6.00%
6.05%
5.00%
5.05%
4.00%
4.05%
3.00%
3.05%
2.00%
2.05%
1.00%
1.05%
0.00%
0.05%
-0.05%
0.00%
-1.00%
0.00%
-2.00%
0.00%
*The Interest Rate cannot be less than the Minimum Interest Rate of 0.00% per annum.
H ypot he t ic a l Ex a m ple s of I nt e re st Ra t e Ca lc ula t ion for a n I nt e re st Pe riod (Ot he r T ha n a n I nit ia l I nt e re st
Pe riod)
The following examples illustrate how the hypothetical Interest Rate is calculated for a particular Interest Period occurring after the Initial Interest
Periods and assume that that the Day Count Fraction for the applicable Interest Period is equal to 90/360. The actual Day Count Fraction for an
Interest Period will be calculated in the manner set forth in the accompanying product supplement. The hypothetical Interest Rates in the
following examples are for illustrative purposes only and may not correspond to the actual Interest Rate for any Interest Period applicable to a
purchaser of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Ex a m ple 1 : Aft e r t he I nit ia l I nt e re st Pe riods, w it h re spe c t t o a pa rt ic ula r I nt e re st Pe riod, t he 1 0 -Y e a r U SD I CE Sw a p
Ra t e is 3 .0 0 % on t he a pplic a ble De t e rm ina t ion Da t e . The Interest Rate applicable to this Interest Period is 3.05% per annum.
The corresponding interest payment per $1,000 principal amount note is calculated as follows:

$1,000 × (3.00% + 0.05%) × (90/360) = $7.625

Ex a m ple 2 : Aft e r t he I nit ia l I nt e re st Pe riods, w it h re spe c t t o a pa rt ic ula r I nt e re st Pe riod, t he 1 0 -Y e a r U SD I CE Sw a p
Ra t e is -2 .0 0 % on t he a pplic a ble De t e rm ina t ion Da t e . Because the 10-Year USD ICE Swap Rate of -2.00% plus 0.05% is less than
the Minimum Interest Rate of 0.00% per annum, the Interest Rate for this Interest Period is 0.00% per annum and no interest is payable with
respect to this Interest Period.

The hypothetical payments on these notes shown above apply only if you hold the notes for t he ir e nt ire t e rm . These hypotheticals do not
reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the
hypothetical payments shown above would likely be lower.
JPMorgan Structured Investments --
PS- 4
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate


Wha t is t he 1 0 -Y e a r U SD I CE Sw a p Ra t e ?
The 10-Year USD ICE Swap Rate is the rate for a U.S. dollar interest rate swap with a Designated Maturity of 10 years that appears on Reuters
page "ICESWAP1" (or any successor page) at approximately 11:00 a.m., New York City time, on the applicable Determination Date, as
determined by the calculation agent, subject to the provisions of "Description of Notes -- Interest -- The Underlying Rates -- USD ICE Swap
Rate" in the accompanying product supplement, provided that all references in that section to "Interest Reset Date" are deemed to refer to
"Determination Date."
H ist oric a l I nform a t ion
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The following graph sets forth the historical weekly performance of the 10-Year USD ICE Swap Rate from January 3, 2014 through February 1,
2019. The 10-Year USD ICE Swap Rate on February 6, 2019 was 2.715%. We obtained the levels of the 10-Year USD ICE Swap Rate above
and below from the Bloomberg Professional® service ("Bloomberg"), without independent verification.
The historical rates should not be taken as an indication of future performance, and no assurance can be given as to the 10-Year USD ICE
Swap Rate on any Determination Date. There can be no assurance that the performance of the 10-Year USD ICE Swap Rate will result in an
Interest Rate for any Interest Period (other than an Initial Interest Period) that is greater than the Minimum Interest Rate.


JPMorgan Structured Investments --
PS- 5
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate


Supple m e nt a l U se of Proc e e ds
Notwithstanding anything to the contrary in the accompanying prospectus, we will contribute the net proceeds that we receive from the sale of
the notes offered by this pricing supplement to our "intermediate holding company" subsidiary, JPMorgan Chase Holdings LLC, which will use
those net proceeds for general corporate purposes. General corporate purposes may include investments in our subsidiaries, payments of
dividends to us, extensions of credit to us or our subsidiaries or the financing of possible acquisitions or business expansion. Interest on our
debt securities (including interest on the notes offered by this pricing supplement) and dividends on our equity securities, as well as redemptions
or repurchases of our outstanding securities, will be made using amounts we receive as dividends or extensions of credit from JPMorgan Chase
Holdings LLC or as dividends from JPMorgan Chase Bank, N.A.
M a t e ria l U .S. Fe de ra l I nc om e T a x Conse que nc e s
Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r "M a t e ria l U .S. Fe de ra l I nc om e T a x Conse que nc e s" in
t he a c c om pa nying produc t supple m e nt 1 -I doe s not a pply t o t he not e s issue d unde r t his pric ing supple m e nt a nd is
supe rse de d by t he follow ing disc ussion.
The following is a discussion of the material U.S. federal income and certain estate tax consequences of owning and disposing of the notes, and
constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP. It applies to you only if you are an initial investor who
purchases a note at its issue price for cash and holds it as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended (the "Code").
This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to you in light of your particular
circumstances, including alternative minimum tax consequences, the consequences to taxpayers subject to special tax accounting rules under
Section 451(b) of the Code, the potential application of the provision of the Code known as the Medicare contribution tax and the different
consequences that may apply if you are an investor subject to special treatment under the U.S. federal income tax laws, such as:
·
a financial institution;
·
a "regulated investment company" as defined in Code Section 851;
·
a tax-exempt entity, including an "individual retirement account" or "Roth IRA" as defined in Code Section 408 or 408A,
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respectively;
·
a dealer in securities;
·
a person holding a note as part of a "straddle," conversion transaction or integrated transaction, or who has entered into a
"constructive sale" with respect to a note;
·
a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar;
·
a trader in securities who elects to apply a mark-to-market method of tax accounting; or
·
a partnership or other entity classified as a partnership for U.S. federal income tax purposes.
If you are a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of a partner will generally depend on the
status of the partner and your activities.
This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury
regulations as of the date hereof, changes to any of which, subsequent to the date hereof, may affect the tax consequences described herein,
possibly with retroactive effect. As the law applicable to the U.S. federal income taxation of instruments such as the notes is technical and
complex, the discussion below necessarily represents only a general discussion. Moreover, the effects of any applicable state, local or non-U.S.
tax laws are not discussed. Y ou should c onsult your t a x a dvise r c onc e rning t he a pplic a t ion of U .S. fe de ra l inc om e a nd
e st a t e t a x la w s t o your pa rt ic ula r sit ua t ion, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e ,
loc a l or non -U .S. jurisdic t ion.
T a x T re a t m e nt of t he N ot e s
You and we agree to treat the notes as "variable rate debt instruments" that provide for a single fixed rate followed by a single qualified floating
rate ("QFR") for U.S. federal income tax purposes. A QFR is any variable rate for which variations in the value of the rate can reasonably be
expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the note is denominated.
JPMorgan Structured Investments --
PS- 6
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate


T a x Conse que nc e s t o U .S. H olde rs
You are a "U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:
·
a citizen or individual resident of the United States;
·
a corporation created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
·
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Qualified Stated Interest and Original Issue Discount. If a debt instrument's stated redemption price at maturity exceeds its issue price by an
amount that does not satisfy a de minimis test, the excess will be treated as original issue discount ("OID") for U.S. federal income tax purposes.
Under applicable Treasury Regulations, the "stated redemption price at maturity" of a debt instrument generally will equal the sum of all
payments required under the debt instrument other than payments of qualified stated interest ("QSI"). QSI generally includes stated interest
unconditionally payable (other than in debt instruments of the issuer) at least annually at a single rate.
In order to determine the amount of QSI and OID (if any) in respect of the notes, an equivalent fixed rate debt instrument must be constructed.
The equivalent fixed rate debt instrument is constructed in the following manner: (i) first, the initial fixed rate is converted to a QFR that would
preserve the fair market value of the notes, and (ii) second, each QFR (including the QFR determined under (i) above) is converted to a fixed
rate substitute (which will generally be the value of that QFR as of the issue date of the notes). Then, the rules described in the preceding
paragraph will apply to the equivalent fixed rate debt instrument to determine the amount of QSI and OID on the notes. Under these rules, the
notes may be issued with OID.
QSI on the notes generally will be taxable to you as ordinary interest income at the time it accrues or is received, in accordance with your
method of tax accounting. Unless any OID is less than de minimis, you will be required to include the OID, if any, in income for federal income
tax purposes as it accrues, in accordance with a constant-yield method based on a compounding of interest. If the amount of interest you
receive on the notes in a calendar year is greater than the amount of interest assumed to be paid or accrued under the equivalent fixed rate debt
instrument, the excess is treated as additional QSI taxable to you as ordinary income. If less, any difference will reduce the amount of QSI you
are treated as receiving and will therefore reduce the amount of ordinary income you are required to take into income.
Sale, Exchange or Retirement of the Notes. Upon a sale, exchange or retirement of the notes, you generally will recognize capital gain or loss
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equal to the difference between the amount realized on the sale, exchange or retirement (excluding amounts attributable to accrued QSI, which
will be treated as a payment of QSI) and your tax basis in the notes. Your tax basis in the notes generally will equal the amount you paid to
acquire them, increased by the amount of OID (if any) previously included in income with respect to the notes and reduced by any payments
other than QSI received. The gain or loss generally will be long-term capital gain or loss if, at the time of the sale, exchange or retirement, you
held the notes for more than one year, and short-term capital gain or loss otherwise. Long-term capital gains recognized by non-corporate U.S.
holders are generally subject to taxation at reduced rates. The deductibility of capital losses is subject to certain limitations.
T a x Conse que nc e s t o N on -U .S. H olde rs
You are a "Non-U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:
·
a nonresident alien individual;
·
a foreign corporation; or
·
a foreign estate or trust.
You are not a "Non-U.S. Holder" for purposes of this discussion if you are an individual present in the United States for 183 days or more in the
taxable year of disposition of a note. In this case, you should consult your tax adviser regarding the U.S. federal income tax consequences of the
sale or exchange of a note (including redemption at maturity).
Subject to the discussion of "FATCA" below, income and gain from a note generally will be exempt from U.S. federal income tax (including
withholding tax) if these amounts are not effectively connected with your conduct of a U.S. trade or business and you provide a properly
completed applicable Internal Revenue Service ("IRS") Form W-8 appropriate to your circumstances.
If you are engaged in a U.S. trade or business, and if income or gain from a note is effectively connected with your conduct of that trade or
business (and, if an applicable income tax treaty so requires, is attributable to a permanent establishment in the United States), although exempt
from the withholding tax discussed above, you generally will be
JPMorgan Structured Investments --
PS- 7
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate


taxed in the same manner as a U.S. Holder with respect to that income. You will not be subject to withholding in this case if you provide a
properly completed IRS Form W-8ECI. If this paragraph applies to you, you should consult your tax adviser with respect to other U.S. tax
consequences of owning and disposing of notes, including the possible imposition of a 30% branch profits tax if you are a corporation.
Federal Estate Tax
If you are an individual Non-U.S. Holder or an entity the property of which is potentially includible in that individual's gross estate for U.S. federal
estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or
powers), your notes generally will not be treated as U.S.-situs property subject to U.S. federal estate tax, provided that your income from the
notes is not then effectively connected with your conduct of a U.S. trade or business.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
Interest accrued or paid on your notes and the proceeds received from a sale or exchange of your notes (including acceleration or redemption at
maturity) will generally be subject to information reporting unless you are an "exempt recipient." You may also be subject to backup withholding
on payments in respect of your notes unless you provide proof of an applicable exemption or a correct taxpayer identification number and
otherwise comply with applicable requirements of the backup withholding rules. If you are a Non-U.S. Holder, you will not be subject to backup
withholding if you provide a properly completed IRS Form W-8 appropriate to your circumstances. Amounts withheld under the backup
withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required
information is furnished to the IRS.
FAT CA
Legislation commonly referred to as "FATCA," and regulations promulgated thereunder, generally impose a 30% withholding tax on payments to
certain foreign entities (including financial intermediaries) with respect to debt instruments such as the notes, unless various U.S. information
reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the foreign
entity's jurisdiction may modify these requirements. This regime applies to payments of interest and to the payment on your notes at maturity, as
well as the proceeds of any sale or other disposition of a note occurring after December 31, 2018, although under recently proposed regulations
(the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply on payments of
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gross proceeds (other than any amount treated as interest). You should consult your tax adviser regarding the potential application of FATCA to
the notes.
The Issuer will not pay any additional amounts with respect to any withholding tax.
Y OU SH OU LD CON SU LT Y OU R T AX ADV I SER REGARDI N G T H E T AX CON SEQU EN CES OF OWN I N G AN D DI SPOSI N G
OF N OT ES, I N CLU DI N G T H E T AX CON SEQU EN CES U N DER ST AT E, LOCAL, N ON -U .S. AN D OT H ER T AX LAWS AN D
T H E POSSI BLE EFFECT S OF CH AN GES I N U .S. FEDERAL OR OT H ER T AX LAWS.
V a lidit y of t he N ot e s
In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this pricing supplement have been
executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein,
such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of
fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of
the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this
opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the indenture and its authentication of
the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel
dated March 8, 2018, which was filed as an exhibit to the Registration Statement on Form S-3 by us on March 8, 2018.

JPMorgan Structured Investments --
PS- 8
Fixed to Floating Rate Notes Linked to 10-Year U.S. Dollar ICE Swap Rate


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Document Outline