Term sheet
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Term Sheet No. 80 to
Product Supplement No. 18-I Registration Statement No. 333-130051 Dated February 5, 2008; Rule 433 |
Structured |
JPMorgan Chase & Co. $ Return Enhanced Notes Linked to the S&P 500® Index due February 27, 2009 |
General
Key Terms
Index: |
The S&P 500® Index (the Index) |
Upside Leverage Factor: |
3 |
Payment at Maturity: |
If the Ending Index Level is greater than the Initial Index Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return multiplied by three, subject to a Maximum Total Return on the notes of 19.50%*. For example, if the Index Return is more than 6.50%, you will receive the Maximum Total Return on the notes of 19.50%*, which entitles you to a maximum payment at maturity of $1,195 for every $1,000 principal amount note that you hold. Accordingly, if the Index Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return: |
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$1,000 + [$1,000 x (Index Return x 3)] |
*The actual Maximum Total Return on the notes will be set on the pricing date and will not be less than 19.50%. | |
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Your investment will be fully exposed to any decline in the Index. If the Ending Index Level declines from the Initial Index Level, you will lose 1% of the principal amount of your notes for every 1% that the Index declines beyond the Initial Index Level. Accordingly, if the Index Return is negative, your payment per $1,000 principal amount note will be calculated as follows: |
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$1,000 + ($1,000 x Index Return) |
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You will lose some or all of your investment at maturity if the Ending Index Level declines from the Initial Index Level. |
Index Return: |
The performance of the Index from the Initial Index Level to the Ending Index Level, calculated as follows: |
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Ending Index Level
Initial Index Level |
Initial Index Level: |
The Index closing level on the pricing date. |
Ending Index Level: |
The arithmetic average of the Index closing levels on each of the five Averaging Dates. |
Averaging Dates: |
February 18, 2009, February 19, 2009, February 20, 2009, February 23, 2009 and February 24, 2009 |
Maturity Date: |
February 27, 2009 |
CUSIP: |
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Subject to postponement in the event of a market disruption event and as described under Description of Notes Payment at Maturity in the accompanying product supplement no. 18-I. |
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The pricing of the notes is subject to our special tax counsel delivering to us their opinion as described under Selected Purchase Considerations Capital Gains Tax Treatment. |
Investing in the Return Enhanced Notes involves a number of risks. See Risk Factors beginning on page PS-5 of the accompanying product supplement no. 18-I and Selected Risk Considerations beginning on page TS-3 of this term sheet.
JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, each prospectus supplement, product supplement no. 18-I and this term sheet if you so request by calling toll-free 866-535-9248.
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet or the accompanying prospectus supplements and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public |
Fees and Commissions (1) |
Proceeds to Us |
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Per note |
$ |
$ |
$ |
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Total |
$ |
$ |
$ |
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(1) |
Please see Supplemental Underwriting Information in this term sheet for information about fees and commissions. |
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
JPMorgan
February 5, 2008
Additional Terms Specific to the Notes
You should read this term sheet together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated December 1, 2005 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 18-I dated March 16, 2006. This term sheet, 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 Risk Factors in the accompanying product supplement no. 18-I, 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 19617. As used in this term sheet, the Company, we, us, or our refers to JPMorgan Chase & Co.
What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Index?
The following table and graph illustrate the hypothetical
total return at maturity on the notes. The total return as used in this term
sheet is the number, expressed as a percentage, that results from comparing the
payment at maturity per $1,000 principal amount note to $1,000. The
hypothetical total returns set forth below assume an Initial Index Level of
1400 and a Maximum Total Return on the notes of 19.50%. The hypothetical total
returns set forth below are for illustrative purposes only and may not be the
actual total returns applicable to a purchaser of the notes. The numbers
appearing in the following table, graph and examples have been rounded for ease
of analysis.
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Ending Index Level |
Index Return |
Total Return |
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2520.00 |
80.00% |
19.50% |
2310.00 |
65.00% |
19.50% |
2100.00 |
50.00% |
19.50% |
1960.00 |
40.00% |
19.50% |
1820.00 |
30.00% |
19.50% |
1610.00 |
15.00% |
19.50% |
1540.00 |
10.00% |
19.50% |
1491.00 |
6.50% |
19.50% |
1470.00 |
5.00% |
15.00% |
1435.00 |
2.50% |
7.50% |
1414.00 |
1.00% |
3.00% |
1400.00 |
0.00% |
0.00% |
1386.00 |
-1.00% |
-1.00% |
1330.00 |
-5.00% |
-5.00% |
1260.00 |
-10.00% |
-10.00% |
1120.00 |
-20.00% |
-20.00% |
980.00 |
-30.00% |
-30.00% |
840.00 |
-40.00% |
-40.00% |
700.00 |
-50.00% |
-50.00% |
560.00 |
-60.00% |
-60.00% |
420.00 |
-70.00% |
-70.00% |
280.00 |
-80.00% |
-80.00% |
140.00 |
-90.00% |
-90.00% |
0.00 |
-100.00% |
-100.00% |
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JPMorgan
Structured Investments
Return Enhanced Notes Linked to the S&P 500® Index |
TS-1 |
Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how the total returns set forth in the table and graph above are calculated.
Example 1: The level of the Index increases from the Initial Index Level of 1400 to an Ending Index Level of 1470. Because the Ending Index Level of 1470 is greater than the Initial Index Level of 1400 and the Index Return of 5% multiplied by 3 does not exceed the hypothetical Maximum Total Return of 19.50%, the investor receives a payment at maturity of $1,150 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 x (5% x 3)] = $1,150
Example 2: The level of the Index increases from the Initial Index Level of 1400 to an Ending Index Level of 1610. Because the Ending Index level of 1610 is greater than the Initial Index Level of 1400 and the Index Return of 15% multiplied by 3 exceeds the hypothetical Maximum Total Return of 19.50%, the investor receives a payment at maturity of $1,195 per $1,000 principal amount note, the maximum payment on the notes.
Example 3: The level of the Index decreases from the Initial Index Level of 1400 to an Ending Index Level of 1120. Because the Ending Index Level of 1120 is less than the Initial Index Level of 1400, the Index Return is negative and the investor receives a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x - -20%) = $800
Selected Purchase Considerations
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JPMorgan
Structured Investments
Return Enhanced Notes Linked to the S&P 500® Index |
TS-2 |
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or any of the component stocks of the Index. These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 18-I dated March 16, 2006.
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JPMorgan
Structured Investments
Return Enhanced Notes Linked to the S&P 500® Index |
TS-3 |
Historical Information
The following graph sets forth the historical performance of the S&P 500® Index based on the weekly historical Index closing level from January 3, 2003 through February 1, 2008. The Index closing level on February 4, 2008 was 1380.82. We obtained the Index closing levels below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing level on any of the Averaging Dates. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment.
Supplemental Underwriting Information
JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission that will depend on market conditions on the pricing date. In no event will that commission, which includes structuring and development fees, exceed $15.00 per $1,000 principal amount note. See Underwriting beginning on page PS-21 of the accompanying product supplement no. 18-I.
For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate will receive a structuring and development fee. In no event will the total amount of these fees exceed $15.00 per $1,000 principal amount note.
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JPMorgan
Structured Investments
Return Enhanced Notes Linked to the S&P 500® Index |
TS-4 |