CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee
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Notes
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$3,028,000
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$390.01
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Pricing supplement no. 2948
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 4-I dated November 14, 2011 and
underlying supplement no. 1-I dated November 14, 2011
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Registration Statement No. 333-177923
Dated September 26, 2014
Rule 424(b)(2)
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Structured
Investments
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$3,028,000
Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index due September 29, 2017
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·
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The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the Basket Closing Level of an equally weighted basket consisting of the S&P 500® Index and the EURO STOXX 50® Index is at or above the Call Level applicable to that Review Date. If the notes have not been automatically called, investors will receive their principal back at maturity if the Ending Basket Level is less than the Starting Basket Level by up to the Buffer Amount of 10%, but will lose up to 90% of their principal if the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount of 10%. Investors in the notes should be willing to accept this risk of loss and be willing to forgo interest and dividend payments, in exchange for the opportunity to receive a premium if the notes are automatically called. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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The first Review Date, and therefore the earliest date on which an automatic call may be initiated, is October 2, 2015*.
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing September 29, 2017*
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Minimum denominations of $1,000 and integral multiples thereof
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The notes priced on September 26, 2014 and are expected to settle on or about October 1, 2014.
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Basket:
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The notes are linked to an equally weighted basket consisting of the S&P 500® Index (Bloomberg ticker: SPX) and the EURO STOXX 50® Index (Bloomberg ticker: SX5E) (each an “Index” and together, the “Indices”) (each, a “Component” and together, the “Components”).
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Component Weights:
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The SPX Weight is 50.00% and the SX5E Weight is 50.00% (each, a “Component Weight” and together, the “Component Weights”)
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Automatic Call:
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If the Basket Closing Level on any Review Date is greater than or equal to the applicable Call Level, the notes will be automatically called for a cash payment per $1,000 principal amount note that will vary depending on the applicable Review Date and call premium and that will be payable on the applicable Call Settlement Date.
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Call Level:
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100% of the Starting Basket Level for each Review Date
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Payment if Called:
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For every $1,000 principal amount note, you will receive one payment of $1,000 plus a call premium amount, calculated as follows:
• 7.80% × $1,000 if automatically called on the first Review Date
• 15.60% × $1,000 if automatically called on the second Review Date
• 23.40% × $1,000 if automatically called on the final Review Date
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Payment at Maturity:
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If the notes have not been automatically called and the Ending Basket Level is less than the Starting Basket Level by up to the Buffer Amount, you will receive the principal amount of your notes at maturity.
If the notes have not been automatically called and the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount, you will lose 1% of the principal amount of your notes for every 1% that the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Basket Return + Buffer Amount%)]
If the notes have not been automatically called and the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount of 10%, you could lose up to $900 per $1,000 principal amount note.
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Buffer Amount:
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10%
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Basket Return:
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(Ending Basket Level – Starting Basket Level)
Starting Basket Level
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Starting Basket Level:
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Set equal to 100 on September 26, 2014 (the “Pricing Date”)
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Ending Basket Level:
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The Basket Closing Level on the final Review Date
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Basket Closing Level:
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On any relevant day, the Basket Closing Level will be calculated as follows:
100 × [1+ (SPX Return × SPX Weight) + (SX5E Return × SX5E Weight)]
Each of the returns set forth in the formula above refers to the Index Return for the relevant Index, which reflects the performance of the relevant Index, expressed as a percentage, from the Index closing level of that Index on the Pricing Date, which was 1,982.85 for the S&P 500® Index and 3,219.58 for the EURO STOXX 50® Index, to the Index closing level of that Index on the Observation Date.
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Review Dates*:
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October 2, 2015 (first Review Date), September 26, 2016 (second Review Date) and September 26, 2017 (final Review Date)
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Call Settlement Dates*:
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The third business day after the applicable Review Date, except that the final Call Settlement Date is the Maturity Date
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Original Issue Date (Settlement Date):
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On or about October 1, 2014
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Maturity Date*:
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September 29, 2017
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CUSIP:
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48127DB23
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*
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Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Postponement of a Determination Date — B. Notes Linked to a Basket” and “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 4-I
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$1
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$999
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Total
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$3,028,000
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$3,028
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$3,024,972
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(1)
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See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.
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(2)
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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 $1.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-77 of the accompanying product supplement no. 4-I.
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Product supplement no. 4-I dated November 14, 2011:
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Underlying supplement no. 1-I dated November 14, 2011:
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Prospectus supplement dated November 14, 2011:
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Prospectus dated November 14, 2011:
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CAPPED APPRECIATION POTENTIAL —If the Basket Closing Level is greater than or equal to the applicable Call Level on any Review Date, your investment will yield a payment per $1,000 principal amount note of $1,000 plus: (i) 7.80% × $1,000 if automatically called on the first Review Date, (ii) 15.60% × $1,000 if automatically called on the second Review Date or (iii) 23.40% × $1,000 if automatically called on the final Review Date. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
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POTENTIAL EARLY EXIT WITH APPRECIATION AS A RESULT OF AUTOMATIC CALL FEATURE — While the original term of the notes is approximately three years, the notes will be automatically called before maturity if the Basket Closing Level is at or above the applicable Call Level on any Review Date and you will be entitled to the applicable payment corresponding to that Review Date as set forth on the cover of this pricing supplement.
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LIMITED PROTECTION AGAINST LOSS — If the notes have not been automatically called, we will pay you your principal back at maturity if the Ending Basket Level is less than the Starting Basket Level by up to the Buffer Amount. If the notes have not been automatically called and the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount of 10%, for every 1% that the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount, you will lose an amount equal to 1% of the principal amount of your notes. Accordingly, you could lose up to $900 per each $1,000 principal amount note.
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RETURN LINKED TO THE INDICES — The return on the notes is linked to an equally weighted basket consisting of the S&P 500® Index and the EURO STOXX 50® Index.
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CAPITAL GAINS TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
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JPMorgan Structured Investments —
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PS- 1
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal in excess of $100 per $1,000 principal amount note, subject to the credit risk of JPMorgan Chase & Co. If the notes have not been automatically called, the return on the notes at maturity is linked to the performance of the Basket and will depend on the extent to which the Basket Return is negative. If the notes have not been automatically called and the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount of 10%, for every 1% that the Ending Basket Level is less than the Starting Basket Level by more than the Buffer Amount, you will lose an amount equal to 1% of the principal amount of your notes. Accordingly, under these circumstances, you could lose up to 90% of your principal amount at maturity.
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CREDIT RISK OF JPMORGAN CHASE & 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.
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LIMITED RETURN ON THE NOTES — Your potential gain on the notes will be limited to the call premium applicable to the Review Dates, as set forth on the cover of this pricing supplement, regardless of the appreciation in the level of the Basket, which may be significant. The Basket Closing Level at various times during the term of the notes could be higher than on the Review Dates. You may receive a lower payment if the notes were automatically called or at maturity, as the case may be, than you would have if you had invested directly in one or both of the Indices.
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POTENTIAL CONFLICTS — 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, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s estimated value. 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, 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 the Notes Generally” in the accompanying product supplement no. 4-I for additional information about these risks.
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REINVESTMENT RISK — If your notes are automatically called early, the term of the notes may be reduced to as short as approximately 12 months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called prior to the Maturity Date.
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JPMorgan Structured Investments —
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PS- 2
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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JPMS’S ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only an estimate using several factors. The original issue price of the notes exceeds JPMS’s estimated value 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 “JPMS’s Estimated Value of the Notes” in this pricing supplement.
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JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that are greater than or less than JPMS’s estimated value. 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 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. See “JPMS’s Estimated Value of the Notes” in this pricing supplement.
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JPMS’S ESTIMATED VALUE IS NOT DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our 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 our conventional fixed-rate debt. If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes” in this pricing supplement.
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THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE OF THE 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. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our secondary market credit spreads for structured debt issuances. 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).
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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 secondary market credit spreads for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy 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. See the immediately following risk consideration for information about additional factors that will impact any secondary market prices of the notes.
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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 closing levels of the Indices, including:
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any actual or potential change in our creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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secondary market credit spreads for structured debt issuances;
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the actual and expected volatility of the Indices;
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the time to maturity of the notes;
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the dividend rates on the equity securities included in the Indices;
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interest and yield rates in the market generally; and
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a variety of other economic, financial, political, regulatory and judicial events.
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CORRELATION (OR LACK OF CORRELATION) OF THE INDICES — The notes are linked to an equally weighted Basket composed of Indices. Changes in the value of the Indices may not correlate with each other. Changes in the value of the Indices may not correlate with each other. At a time when the level of one of the Indices increases, the level of the other Index may not increase as much or may even decline. Therefore, in calculating the Ending Basket Level, an increase in the level of one of the Indices may be moderated, or more than offset, by a lesser increase or decline in the level of the other Index. In addition, high correlation of movements in the levels of the Indices during periods of negative returns between the Indices could have an adverse effect on the payment at maturity on the notes. There can be no assurance that the Ending Basket Level will be higher than the Starting Basket Level.
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JPMorgan Structured Investments —
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PS- 3
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the equity securities included in the Indices would have.
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NON-U.S. SECURITIES RISK — The equity securities that compose the EURO STOXX 50® Index have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.
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NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES — The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the equity securities underlying the EURO STOXX 50® Index are based, although any currency fluctuations could affect the performance of the Index. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the notes, you will not receive any additional payment or incur any reduction in your payment at maturity.
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LACK OF LIQUIDITY — 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.
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JPMorgan Structured Investments —
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PS- 4
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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Basket
Closing Level
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Basket Appreciation/
Depreciation at Review Date
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Total Return at First Review Date
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Total Return at Second Review Date
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Total Return at Final Review
Date
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180.00
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80.00%
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7.80%
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15.60%
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23.40%
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170.00
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70.00%
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7.80%
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15.60%
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23.40%
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160.00
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60.00%
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7.80%
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15.60%
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23.40%
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150.00
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50.00%
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7.80%
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15.60%
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23.40%
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140.00
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40.00%
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7.80%
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15.60%
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23.40%
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130.00
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30.00%
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7.80%
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15.60%
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23.40%
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120.00
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20.00%
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7.80%
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15.60%
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23.40%
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110.00
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10.00%
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7.80%
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15.60%
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23.40%
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100.00
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0.00%
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7.80%
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15.60%
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23.40%
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97.50
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-2.50%
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N/A
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N/A
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0.00%
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95.00
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-5.00%
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N/A
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N/A
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0.00%
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90.00
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-10.00%
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N/A
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N/A
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0.00%
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85.00
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-15.00%
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N/A
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N/A
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-5.00%
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80.00
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-20.00%
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N/A
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N/A
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-10.00%
|
70.00
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-30.00%
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N/A
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N/A
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-20.00%
|
60.00
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-40.00%
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N/A
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N/A
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-30.00%
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50.00
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-50.00%
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N/A
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N/A
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-40.00%
|
40.00
|
-60.00%
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N/A
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N/A
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-50.00%
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30.00
|
-70.00%
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N/A
|
N/A
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-60.00%
|
20.00
|
-80.00%
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N/A
|
N/A
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-70.00%
|
10.00
|
-90.00%
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N/A
|
N/A
|
-80.00%
|
0.00
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-100.00%
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N/A
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N/A
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-90.00%
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JPMorgan Structured Investments —
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PS- 5
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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JPMorgan Structured Investments —
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PS- 6
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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JPMorgan Structured Investments —
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PS- 7
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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JPMorgan Structured Investments —
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PS- 8
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Review Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the EURO STOXX 50® Index
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