August 16, 2017
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Registration Statement Nos. 333-209682 and 333-209682-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
$3,450,000
Auto Callable Notes Linked to the Lesser
Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index due August 20, 2020
Fully and Unconditionally Guaranteed by JPMorgan
Chase & Co.
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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 Call Valuation Date, the
closing level of each of the MSCI Emerging Markets Index and the Russell 2000
®
Index, which we refer to as the Indices,
is at or above the applicable Call Value.
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The earliest date on which an automatic call may be initiated is August 23, 2018.
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Investors in the Notes should be willing to forgo interest and dividend payments and be willing to accept the risk of losing
some or all of their principal amount at maturity.
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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.
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Payments on the Notes are not linked to a basket composed of the Indices. Payments on the Notes are linked to the performance
of each of the Indices individually, as described below.
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Minimum denominations of $1,000 and integral multiples thereof
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The Notes priced on August 16, 2017 and are expected to settle on or about August 21, 2017.
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Investing in the Notes involves a number of risks. See “Risk
Factors” beginning on page PS-10 of the accompanying product supplement, “Risk Factors” beginning on page US-2
of the accompanying underlying 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, underlying supplement, prospectus supplement and prospectus. Any representation
to the contrary is a criminal offense.
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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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$22.50
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$977.50
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Total
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$3,450,000
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$77,625
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$3,372,375
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(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 of $22.50 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.
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The estimated value of the Notes, when the terms of the Notes were
set, was $961.30 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 15, 2016, underlying supplement no. 1-I dated April 15, 2016
and the prospectus and prospectus supplement, each dated April 15, 2016
Key
Terms
Issuer:
JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:
JPMorgan Chase & Co
.
Indices:
The
MSCI Emerging Markets Index (Bloomberg ticker: MXEF) and the Russell 2000
®
Index (Bloomberg ticker: RTY)
Call Premium
Amount:
The Call Premium Amount with respect to each Call Valuation
Date is set forth below:
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first Call Valuation Date:
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11.00% × $1,000
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second Call Valuation Date:
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22.00% × $1,000
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final Call Valuation Date:
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33.00% × $1,000
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Call Value:
The Call Value with respect to each Index with respect to each Call
Valuation Date is set forth below:
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first Call Valuation Date:
100.00% of the applicable Initial Value, which is 1,060.27 for the MSCI Emerging Markets Index and
1,383.534 for the Russell 2000
®
Index
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second Call Valuation Date: 95.00%
of the applicable Initial Value, which is 1,007.2565 for the MSCI Emerging Markets Index and 1,314.3573 for the Russell 2000
®
Index
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final Call Valuation Date: 90.00% of the applicable
Initial Value, which is which is 954.243 for the MSCI Emerging Markets Index and 1,245.1806 for the Russell 2000
®
Index
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Trigger Value:
With respect to each Index, 70.00% of its Initial Value, which is 742.189
for the MSCI Emerging Markets Index and 968.4738 for the Russell 2000
®
Index
Initial
Valuation Date:
August 16, 2017
Original Issue
Date (Settlement Date):
On or about August 21, 2017
Call Valuation
Dates*:
August 23, 2018, August
16, 2019 and August 17, 2020 (final Call Valuation Date)
Call Settlement
Dates*:
August 28, 2018, August 21, 2019 and the Maturity Date
Maturity Date*:
August 20, 2020
* 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 level of each Index on any Call Valuation Date
is greater than or equal to the applicable 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 Call Premium Amount applicable to that Call Valuation 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 Index is greater than or equal to its Trigger Value, you will receive the principal amount of your Notes at maturity.
If the Notes
have not been automatically called and the Final Value of either Index 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
Index Return)
If the Notes have not been automatically
called and the Final Value of either Index is less than its Trigger Value, you will lose more than 30.00% of your principal amount
at maturity and could lose all of your principal amount at maturity.
Lesser Performing
Index:
The Index with the Lesser Performing Index Return
Lesser Performing
Index Return:
The lower of the Index Returns of the Indices
Index Return:
With respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial Value:
With respect to each Index, the closing level of that Index on the
Initial Valuation Date, which was 1,060.27 for the MSCI Emerging Markets Index and 1,383.534 for the Russell 2000
®
Index
Final Value:
With respect to each Index, the closing level of that Index on the
final Call Valuation Date
PS-
1
| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
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How
the Notes Work
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not
Been Automatically Called
Call Premium Amount
The table below illustrates the Call Premium Amount
per $1,000 principal amount Note for each Call Valuation Date based on the call premiums set forth under “Key Terms —
Call Premium Amount” above.
Call Valuation Date
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Call Premium Amount
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First
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$110.00
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Second
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$220.00
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Final
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$330.00
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PS-
2
| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
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Hypothetical Payout Examples
The following examples illustrate payments on
the Notes linked to two hypothetical Indices, assuming a range of performances for the hypothetical Lesser Performing Index on
the Call Valuation Dates.
Each hypothetical payment set forth below assumes that the closing level of the Index that is not
the Lesser Performing Index on each Call Valuation Date is greater than or equal to the applicable Call Value (and therefore its
Trigger Value).
In addition, the hypothetical payments set forth
below assume the following:
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an Initial Value for the Lesser Performing Index of 100.00;
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the Call Values set forth under “Key Terms — Call Value” above;
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a Trigger Value for the Lesser Performing Index of 70.00 (equal to 70.00% of its hypothetical Initial Value); and
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the Call Premium Amounts set forth under “Key Terms — Call Premium Amount” above.
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The hypothetical Initial Value of the Lesser Performing
Index of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value of either Index.
The actual Initial Value of each Index is the closing level of that Index on the Initial Valuation Date and is specified under
“Key Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing levels
of each Index, please see the historical information set forth under “The Indices” 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 Call Valuation Date.
Date
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Closing level of Lesser Performing Index
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First Call Valuation Date
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120.00
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Notes are automatically called
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Total Payment
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$1,110.00 (11.00% return)
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Because the closing level of each Index on the
first Call Valuation Date is greater than or equal to the applicable Call Value, the Notes will be automatically called for a cash
payment, for each $1,000 principal amount Note, of $1,110.00 (or $1,000
plus
the Call Premium Amount applicable to the first
Call Valuation Date), payable on the applicable Call Settlement Date. No further payments will be made on the Notes.
Example 2 — Notes are automatically
called on the final Call Valuation Date.
Date
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Closing level of Lesser Performing Index
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First Call Valuation Date
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99.00
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Notes NOT automatically called
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Second Call Valuation Date
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94.00
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Notes NOT automatically called
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Final Call Valuation Date
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92.00
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Notes are automatically called
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Total Payment
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$1,330.00 (33.00% return)
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Because the closing level of each Index on the
first and second Call Valuation Dates is less than the applicable Call Value, the Notes are not automatically called in connection
with these Call Valuation Dates. However, because the closing level of each Index on the final Call Valuation Date is greater than
or equal to the applicable Call Value, even though the closing level of at least one Index is less than its Initial Value, the
Notes will be automatically called for a cash payment, for each $1,000 principal amount Note, of $1,330.00 (or $1,000
plus
the Call Premium Amount applicable to the final Call Valuation Date), payable on the applicable Call Settlement Date, which is
the Maturity Date.
PS-
3
| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
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Example 3 — Notes have NOT been automatically
called and the Final Value of the Lesser Performing Index is greater than or equal to its Trigger Value.
Date
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Closing level of Lesser Performing Index
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First Call Valuation Date
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95.00
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Notes NOT automatically called
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Second Call Valuation Date
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90.00
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Notes NOT automatically called
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Final Call Valuation Date
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80.00
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Notes NOT automatically called; Final Value of Lesser Performing Index is greater than or equal to its Trigger Value
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Total Payment
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$1,000.00 (0.00% return)
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Because the Notes have not been automatically
called and the Final Value of the Lesser Performing Index is greater than or equal to its Trigger Value, the payment at maturity,
for each $1,000 principal amount Note, will be $1,000.
Example 4 — Notes have NOT been automatically
called and the Final Value of the Lesser Performing Index is less than its Trigger Value.
Date
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Closing level of Lesser Performing Index
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First Call Valuation Date
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80.00
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Notes NOT automatically called
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Second Call Valuation Date
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70.00
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Notes NOT automatically called
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Final Call Valuation Date
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50.00
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Notes NOT automatically called; Final Value of Lesser Performing Index is less than its Trigger Value
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Total Payment
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$500.00 (-50.00% return)
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Because the Notes have not been automatically
called, the Final Value of the Lesser Performing Index is less than its Trigger Value and the Lesser Performing Index 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” sections of the accompanying product supplement
and underlying supplement.
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
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The Notes do not guarantee any return
of principal. If the Notes have not been automatically called and the Final Value of either Index 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 Index is less
than its Initial Value. Accordingly, under these circumstances, you will lose more than 30.00% of your principal amount at maturity
and could lose all of your principal amount at maturity.
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CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
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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 Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
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AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
—
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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.
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THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
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regardless of any appreciation of either
Index, which may be significant. You will not participate in any appreciation of either Index.
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.
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YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX —
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Payments on the Notes are not linked
to a basket composed of the Indices and are contingent upon the performance of each individual Index. Poor performance by either
of the Indices over the term of the Notes may result in the Notes not being automatically called on a Call Valuation Date, may
negatively affect your payment at maturity and will not be offset or mitigated by positive performance by the other Index.
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YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
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THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL CALL VALUATION DATE —
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If the Final Value of either Index
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 Index.
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THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
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If your Notes are automatically called,
the term of the Notes may be reduced to as short as approximately one year. 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. 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.
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YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
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NON-U.S. SECURITIES RISK WITH RESPECT TO THE MSCI EMERGING MARKETS INDEX —
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The equity securities included in the
MSCI Emerging Markets 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 the home countries of the issuers of those non-U.S. equity
securities. Also, there is generally less publicly available information about companies in some of these jurisdictions than there
is about U.S. companies that are subject to the reporting requirements of the SEC.
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Emerging Markets Risk with Respect to the
MSCI Emerging Markets Index —
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The equity securities included in the
MSCI Emerging Markets Index have been issued by non-U.S. companies located in emerging markets countries. 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.
PS-
5
| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
|
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THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE
MSCI
Emerging Markets Index
—
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Because the prices of the equity securities
included in the
MSCI Emerging Markets Index
are converted into U.S. dollars for purposes
of calculating the level of the
MSCI Emerging Markets Index
, holders of the Notes
will be exposed to currency exchange rate risk with respect to each of the currencies in which the equity securities included in
the
MSCI Emerging Markets Index
trade. Your net exposure will depend on the extent
to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities included in
the
MSCI Emerging Markets Index
denominated in each of those currencies. If, taking
into account the relevant weighting, the U.S. dollar strengthens against those currencies, the level of the
MSCI
Emerging Markets Index
will be adversely affected and any payment on the Notes may be reduced.
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AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION
STOCKS WITH RESPECT TO THE RUSSELL 2000
®
INDEX —
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Small capitalization companies may
be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization
companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits
downward stock price pressure under adverse market conditions.
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THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS TRIGGER VALUE IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
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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.
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THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES —
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The estimated value of the Notes is
only an estimate determined by reference to several factors. The original issue price of the Notes exceeds 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.
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THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
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See “The Estimated Value of the
Notes” in this pricing supplement.
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THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
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The internal funding rate used in the
determination of the estimated value of the Notes is 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-rate debt of JPMorgan Chase & Co. 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.
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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 THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
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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).
PS-
6
| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
|
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SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
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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
(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 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.
|
·
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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 values of the Indices. 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.
The
Indices
The MSCI Emerging Markets Index is a free-float
adjusted market capitalization index that is designed to measure equity market performance of global emerging markets. For additional
information about the MSCI Emerging Markets Index, see “Equity Index Descriptions — The MSCI Indices” in the
accompanying underlying supplement.
The Russell 2000
®
Index consists
of the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index calculation methodology,
consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 2000
®
Index
is designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information
about the Russell 2000
®
Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying
underlying supplement.
Historical Information
The following graphs set forth the historical
performance of each Index based on the weekly historical closing levels from January 6, 2012 through August 11, 2017. The closing
level of the MSCI Emerging Markets Index on August 16, 2017 was 1,060.27. The closing level of the Russell 2000
®
Index on August 16, 2017 was 1,383.534. We obtained the closing levels above and below from the Bloomberg Professional
®
service (“Bloomberg”), without independent verification.
The historical closing levels of each Index should
not be taken as an indication of future performance, and no assurance can be given as to the closing level of either Index on any
Call Valuation Date. There can be no assurance that the performance of the Indices will result in the return of any of your principal
amount.
PS-
7
| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
|
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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.
Based on current market conditions, in the
opinion of our special tax counsel it is reasonable to treat the Notes as “open transactions” that are not debt instruments
for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax
Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying
product supplement. Assuming this treatment is respected, the gain or loss on your Notes should be treated as long-term capital
gain or loss if you hold your Notes for more than a year, whether or not you are an initial purchaser of Notes at the issue price.
However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
Notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments
on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses
in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to
which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests
comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive
effect. 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 this notice.
Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies)
on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities
or indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for
instruments linked to certain broad-based indices that meet requirements set forth in the applicable Treasury regulations (such
an index, a “Qualified Index”). Additionally, the applicable regulations exclude from the scope of Section 871(m)
instruments issued in 2017 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends
for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations made by
us, our special tax counsel is of the opinion that Section 871(m) should not apply to the Notes with regard to Non-U.S. Holders.
Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex
and its application may depend on your particular circumstances, including whether you enter into other transactions with respect
to an Underlying Security. You should consult your tax adviser regarding the potential application of Section 871(m) to the
Notes.
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| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
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Withholding under legislation commonly referred
to as “FATCA” may (if the Notes are recharacterized as debt instruments) apply to amounts treated as interest paid
with respect to the Notes, as well as to payments of gross proceeds of a taxable disposition, including an automatic call or redemption
at maturity, of a Note. However, under a recent IRS notice, this regime will not apply to payments of gross proceeds (other
than any amount treated as interest) with respect to dispositions occurring before January 1, 2019. You should consult your
tax adviser regarding the potential application of FATCA to the Notes.
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 is 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-rate debt of JPMorgan Chase & Co. 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 is 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 Is 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 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 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.
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Auto Callable Notes Linked to the Lesser Performing of the MSCI Emerging Markets Index and the Russell 2000
®
Index
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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 Indices” 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.
Validity
of the Notes and the Guarantee
In the opinion
of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the Notes
offered by this pricing supplement have been executed and issued by JPMorgan Financial and authenticated by the trustee pursuant
to the indenture, and delivered against payment as contemplated herein, such Notes will be valid and binding obligations of JPMorgan
Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co., 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, the General Corporation Law of the State of Delaware
and the Delaware Limited Liability Company Act. 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 February 24, 2016,
which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February
24, 2016.
Additional
Terms Specific to the Notes
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 and the
accompanying underlying 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” sections of the accompanying product supplement and the accompanying underlying 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):
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.
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10
| Structured Investments
Auto Callable Notes Linked to the Lesser Performing of
the MSCI Emerging Markets Index and the Russell 2000
®
Index
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