Term Sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 182-A-I dated February 4, 2010

Term Sheet to
Product Supplement No. 182-A-I
Registration Statement No. 333-155535
Dated September 13, 2011; Rule 433

Structured 
Investments 

     

$
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF due October 3, 2012

General

Key Terms

Index Fund:

The Market Vectors Gold Miners ETF (the “Index Fund”)

Knock-Out Event:

A Knock-Out Event occurs if the closing price of one share of the Index Fund on the Observation Date (i.e., the Final Share Price) is less than the Initial Share Price by more than the Knock-Out Buffer Amount. For the avoidance of doubt, the notes are subject to monitoring on a single Monitoring Day (i.e., the Observation Date).

Knock-Out Buffer Amount:

25.00%

Payment at Maturity:

If a Knock-Out Event has occurred, you will receive a cash payment at maturity that will reflect the performance of the Index Fund, subject to the Maximum Return. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 × Share Return), subject to the Maximum Return

 

If a Knock-Out Event has occurred, you will lose more than 25.00% of your initial investment and may lose all of your initial investment at maturity.

 

If a Knock-Out Event has not occurred, you will receive a cash payment at maturity that will reflect the performance of the Index Fund, subject to the Contingent Minimum Return and the Maximum Return. If a Knock-Out Event has not occurred, your payment at maturity per $1,000 principal amount note will equal $1,000 plus the product of (a) $1,000 and (b) the greater of (i) the Contingent Minimum Return and (ii) the Share Return, subject to the Maximum Return. For additional clarification, please see “What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Index Fund?” in this term sheet.

Maximum Return:

At least 25.00%. The actual Maximum Return and the actual maximum payment at maturity will be set on the pricing date and will not be less than 25.00% and $1,250 per $1,000 principal amount note, respectively.

Contingent Minimum Return:

At least 6.20%. The actual Contingent Minimum Return will be determined on the pricing date and will not be less than 6.20%.

Share Return:

Final Share Price – Initial Share Price 
              Initial Share Price

Initial Share Price:

The closing price of one share of the Index Fund on the pricing date, divided by the Share Adjustment Factor

Final Share Price:

The closing price of one share of the Index Fund on the Observation Date

Share Adjustment Factor:

Set initially at 1.0 on the pricing date and subject to adjustment under certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 182-A-I for further information.

Observation Date:

September 28, 2012

Maturity Date:

October 3, 2012

CUSIP:

48125X2D7

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. 182-A-I

Investing in the Capped Single Observation Index Fund Knock-Out Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 182-A-I and “Selected Risk Considerations” beginning on page TS-3 of this term sheet.

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 product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on page PS-19 of the accompanying product supplement no. 182-A-I.

(2)

Please see “Supplemental Plan of Distribution” in this term sheet for information about fees and commissions.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

 

September 13, 2011


Additional Terms Specific to the Notes

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, the prospectus supplement, product supplement no. 182-A-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.

You should read this term sheet together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 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. 182-A-I dated February 4, 2010. 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. 182-A-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” and “our” refer to JPMorgan Chase & Co.


JPMorgan Structured Investments — TS-1
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF


What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Index Fund?

The following table illustrates 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 Share Price of $65.00, a Contingent Minimum Return of 6.20% and a Maximum Return of 25.00% and reflect the Knock-Out Buffer Amount of 25.00%. 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 and examples have been rounded for ease of analysis.


 

 

Total Return

   

Final Share
Price

Share Return

Knock Out Event
Has Not Occurred(1)

Knock Out Event
Has Occurred(2)


$117.0000

80.00%

25.00%

N/A

$110.5000

70.00%

25.00%

N/A

$104.0000

60.00%

25.00%

N/A

$97.5000

50.00%

25.00%

N/A

$91.0000

40.00%

25.00%

N/A

$84.5000

30.00%

25.00%

N/A

$81.2500

25.00%

25.00%

N/A

$78.0000

20.00%

20.00%

N/A

$74.7500

15.00%

15.00%

N/A

$71.5000

10.00%

10.00%

N/A

$69.0300

6.20%

6.20%

N/A

$68.2500

5.00%

6.20%

N/A

$66.6250

2.50%

6.20%

N/A

$65.6500

1.00%

6.20%

N/A

$65.0000

0.00%

6.20%

N/A

$61.7500

-5.00%

6.20%

N/A

$58.5000

-10.00%

6.20%

N/A

$52.0000

-20.00%

6.20%

N/A

$48.7500

-25.00%

6.20%

N/A

$48.7435

-25.01%

N/A

-25.01%

$39.0000

-40.00%

N/A

-40.00%

$32.5000

-50.00%

N/A

-50.00%

$26.0000

-60.00%

N/A

-60.00%

$19.5000

-70.00%

N/A

-70.00%

$13.0000

-80.00%

N/A

-80.00%

$6.5000

-90.00%

N/A

-90.00%

$0.0000

-100.00%

N/A

-100.00%


(1) The Final Share Price is greater than or equal to $48.75 (75% of the hypothetical Initial Share Price).
(2) The Final Share Price is less than $48.75 (75% of the hypothetical Initial Share Price).

Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The closing price of one share of the Index Fund increases from the Initial Share Price of $65.00 to a Final Share Price of $66.625 — a Knock-Out Event has not occurred. Because the Share Return of 2.50% is less than the hypothetical Contingent Minimum Return of 6.20%, the investor receives a payment at maturity of $1,062 per $1,000 principal amount note.

Example 2: The closing price of one share of the Index Fund decreases from the Initial Share Price of $65.00 to a Final Share Price of $61.75 — a Knock-Out Event has not occurred. Because the Share Return of -5% is less than the hypothetical Contingent Minimum Return of 6.20%, the investor receives a payment at maturity of $1,062 per $1,000 principal amount note.

Example 3: The closing price of one share of the Index Fund increases from the Initial Share Price of $65.00 to a Final Share Price of $74.75 — a Knock-Out Event has not occurred. Because the Share Return of 15% is greater than the hypothetical Contingent Minimum Return of 6.20%, but less than the hypothetical Maximum Return of 25.00%, the investor receives a payment at maturity of $1,100 per $1,150 principal amount note, calculated as follows:

$1,000 + ($1,000 × 15%) = $1,150


JPMorgan Structured Investments — TS-2
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF
 

Example 4: The closing price of one share of the Index Fund decreases from the Initial Share Price of $65.00 to a Final Share Price of $39.00 — a Knock-Out Event has occurred. Because the Final Share Price of $39.00 is less than the Initial Share Price of $65.00 by more than the Knock-Out Buffer Amount of 25.00%, a Knock-Out Event has occurred and because the Share Return is -40%, the investor receives a payment at maturity of $600 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -40%) = $600

Example 5: The closing price of one share of the Index Fund increases from the Initial Share Price of $65.00 to a Final Share Price of $97.50 — a Knock-Out Event has not occurred. Because the Share Return of 50% is greater than the hypothetical Maximum Return of 25.00%, the investor receives a payment at maturity of $1,250 per $1,000 principal amount note, the hypothetical maximum payment on the notes.

The hypothetical returns and hypothetical payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payouts shown above would likely be lower.

Selected Purchase Considerations


JPMorgan Structured Investments — TS-3
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF

possible that we may decide (or that the IRS could argue) that we are required to do so. However, under a different set of rules, Non-U.S. Holders may in any event be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements.

The discussion in the preceding paragraph, when read in combination with the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of notes.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index Fund, the Underlying Index or any of the component securities of the Index Fund or the Underlying Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 182-A-I dated February 4, 2010.


JPMorgan Structured Investments — TS-4
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF

JPMorgan Structured Investments — TS-5
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF
 

Historical Information

The following graph sets forth the historical performance of the Market Vectors Gold Miners ETF based on the weekly historical closing price of one share of the Index Fund from May 26, 2006 through September 9, 2011. The closing price of one share of the Index Fund on September 12, 2011 was $63.94.

We obtained the closing prices of one share of the Index Fund 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 prices of one share of the Index Fund should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one share of the Index Fund on the pricing date or the Observation Date. We cannot give you assurance that the performance of the Index Fund will result in the return of any of your initial investment.

Supplemental Plan of Distribution

JPMS, 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 exceed $10.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-56 of the accompanying product supplement no. 182-A-I.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate of ours will receive a structuring and development fee. In no event will the total amount of these fees exceed $10.00 per $1,000 principal amount note.


JPMorgan Structured Investments — TS-6
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF
 

Appendix A

The Market Vectors Gold Miners ETF

     We have derived all information contained in this term sheet regarding the Market Vectors Gold Miners ETF (the “Index Fund”) from publicly available information. Such information reflects the policies of, and is subject to change by, Market Vectors ETF Trust and Van Eck Associates Corporation (“Van Eck”). We make no representation or warranty as to the accuracy or completeness of such information. The Index Fund is an investment portfolio of the Market Vectors ETF Trust (the “Trust”). Van Eck is currently the investment adviser to the Index Fund. The Index Fund is an exchange-traded Index Fund that trades on the NYSE Arca, Inc. under the ticker symbol “GDX.” We make no representations or warranty as to the accuracy or completeness of the information derived from these public sources.

     The Trust is a registered investment company that consists of numerous separate investment portfolios, including the Index Fund. Information provided to or filed with the SEC by the Trust pursuant to the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-123257 and 811-10325, respectively, through the SEC’s website at http://www.sec.gov. For additional information regarding the Trust, Van Eck and the Index Fund, please see the prospectus of the Index Fund, dated May 1, 2011 (as may be supplemented from time to time). In addition, information about the Trust and the Index Fund may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents and the Van Eck website at www.vaneck.com. We make no representation or warranty as to the accuracy or completeness of such information. Information contained in the Van Eck website is not incorporated by reference in, and should not be considered a part of, this term sheet.

     This term sheet relates only to the notes offered hereby and does not relate to the shares of the Index Fund. We have derived all disclosures contained in this term sheet regarding the shares of the Index Fund from the publicly available documents described above. In connection with the offering of the notes, neither we nor the Agents (as defined below) have participated in the preparation of such documents or made any due diligence inquiry with respect to the Index Fund. Neither we nor JPMS make any representation that such publicly available documents or any other publicly available information regarding the shares of the Index Fund is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the shares of the Index fund have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the shares of the Index Fund could affect the value received at maturity with respect to the notes and therefore the trading prices of the notes. Neither we nor any of our affiliates makes any representation to you as to the performance of the shares of the Index Fund.

     Investment Objective and Strategy

     The Index Fund seeks to replicate as closely as possible, before fees and expenses, the price and yield performance of the NYSE Arca Gold Miners Index (the “Underlying Index”). See “— NYSE Arca Gold Miners Index” below for more information about the Underlying Index. The Index Fund’s investment objective may be changed without shareholder approval.

     As of September 12, 2011, the Index Fund’s three largest holdings were Barrick Gold Corporation, Goldcorp Inc. and Newmont Mining Corporation, and as of June 30, 2011, its three largest countries by holding were Canada, United States and South Africa.

     Indexing Investment Approach

     The Index Fund uses a “passive” or indexing investment approach to attempt to approximate the investment performance of the Underlying Index. The Index Fund will normally invest at least 80% of its total assets in companies that are involved in the gold mining industry. The Index Fund invests in foreign and domestic publicly traded companies of small- and medium-capitalization that are involved primarily in the mining for gold and/or silver. The Index Fund normally invests at least 80% of its total assets in securities that comprise the Underlying Index. The Index Fund may also utilize convertible securities and participation notes to seek performance that corresponds to the Underlying Index. The Index Fund may or may not hold all of the securities that are included in the Underlying Index.

     Correlation

     The Underlying Index is a theoretical financial calculation, while the Index Fund is an actual investment portfolio. The performance of the Index Fund and the Underlying Index may vary somewhat due to operating expenses, transaction costs, and differences between the Index Fund’s portfolio and the Underlying Index resulting from legal restrictions that apply to the Index Fund but not to the Underlying Index or lack of liquidity. Van Eck expects that, over time, the correlation between the Index


JPMorgan Structured Investments — TS-7
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF

Fund’s performance and that of the Underlying Index before fees and expenses will be 95% or better. A figure of 100% would indicate perfect correlation.

     Industry Concentration Policy

     The Index Fund may concentrate its investments in a particular industry or group of industries to the extent that the Underlying Index concentrates in an industry or group of industries.

     Holdings Information

     As of September 12, 2011, 99.99% of the Index Fund’s holdings consisted of equity securities and 0.01% consisted of cash and other assets. The following tables summarize the Index Fund’s top holdings in individual companies and by country as of such date.

Top holdings in individual securities as of September 12, 2011

  Company
Percentage of
Total Holdings

Barrick Gold Corporation

15.59%

Goldcorp Inc.

12.45%

Newmont Mining Corporation

9.28%

Kinross Gold Corporation

5.69%

Yamana Gold Inc.

5.34%

AngloGold Ashanti Limited

5.11%

Eldorado Gold Corporation

4.94%

Silver Wheaton Corp.

4.73%

Compania De Minas Buenaventura S.A.A.

4.53%

Randgold Resources Limited

4.34%

Top holdings by country as of June 30, 2011

    Sector
Percentage of
Total Holdings

Canada

65.00%

United States

13.40%

South Africa

13.30%

Peru

4.40%

United Kingdom

3.90%


     The information above was compiled from the Van Eck website. We make no representation or warranty as to the accuracy of the information above. Information contained in the Van Eck website is not incorporated by reference in, and should not be considered a part of, this term sheet.

     Disclaimer

     The notes are not sponsored, endorsed, sold or promoted by Van Eck. Van Eck makes no representations or warranties to the owners of the notes or any member of the public regarding the advisability of investing in the notes. Van Eck has no obligation or liability in connection with the operation, marketing, trading or sale of the notes.

The NYSE Arca Gold Miners Index

     We have derived all information contained in this term sheet regarding the Underlying Index, including, without limitation, its make-up, method of calculation and changes in its components, from publicly available information and information supplied by the NYSE Arca. Such information reflects the policies of, and is subject to change by, the NYSE Arca. We make no representation or warranty as to the accuracy or completeness of such information. The Underlying Index was developed by the NYSE Amex (formerly the American Stock Exchange) and is calculated, maintained and published by the NYSE Arca. The NYSE Arca has no obligation to continue to publish, and may discontinue the publication of, the Underlying Index.

     The Underlying Index is reported by Bloomberg L.P. under the ticker symbol “GDM.”

     The Underlying Index is a modified market capitalization weighted index comprised of publicly traded companies involved primarily in the mining of gold or silver.


JPMorgan Structured Investments — TS-8
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF

Eligibility Criteria for Index Components

     The Underlying Index includes common stocks and ADRs of selected companies that are involved in mining for gold and silver and that are listed for trading on the NYSE or the NYSE Amex or quoted on The NASDAQ Stock Market. Only companies with market capitalization greater than $100 million that have a daily average trading volume of at least 50,000 shares over the past six months are eligible for inclusion in the Underlying Index.

Index Calculation

     The Underlying Index is calculated using a modified market capitalization weighting methodology. The Underlying Index is weighted based on the market capitalization of each of the component securities, modified to conform to the following asset diversification requirements, which are applied in conjunction with the scheduled quarterly adjustments to the Underlying Index:

     (1) the weight of any single component security may not account for more than 20% of the total value of the Underlying Index;

     (2) the component securities are split into two subgroups–large and small, which are ranked by market capitalization weight in the Underlying Index. Large stocks are defined as having a Underlying Index weight greater than or equal to 5%. Small securities are defined as having an Underlying Index weight below 5%; and

     (3) the aggregate weight of those component securities which individually represent more than 4.5% of the total value of the Underlying Index may not account for more than 50% of the total Underlying Index value.

     The Underlying Index is reviewed quarterly so that the Underlying Index components continue to represent the universe of companies involved in the gold mining industry. The NYSE Arca may at any time and from time to time change the number of securities comprising the group by adding or deleting one or more securities, or replacing one or more securities contained in the group with one or more substitute securities of its choice, if in the NYSE Arca’s discretion such addition, deletion or substitution is necessary or appropriate to maintain the quality and/or character of the Underlying Index. Changes to the Underlying Index compositions and/or the component share weights in the Underlying Index typically take effect after the close of trading on the third Friday of each calendar quarter month in connection with the quarterly index rebalance.

     At the time of the quarterly rebalance, the weights for the components stocks (taking into account expected component changes and share adjustments), are modified in accordance with the following procedures.

Index Maintenance

     The Underlying Index is reviewed quarterly to ensure that at least 90% of the index weight is accounted for by index components that continue to meet the initial eligibility requirements. Components will be removed from the Underlying Index during the quarterly review, if the market capitalization falls below $50 million or the traded average daily shares for the previous six months is lower than 25,000 shares. In conjunction with the quarterly review, the share weights used in the calculation of the Underlying Index are determined based upon current shares outstanding modified, if necessary, to provide greater Index diversification, as described above. The index components and their share weights are determined and announced prior to taking effect. The share weight of each component stock in the index portfolio remains fixed between quarterly reviews except in the event of certain types of corporate actions such as stock splits, reverse stock splits, stock dividends, or similar events. The share weights used in the index calculation are not typically adjusted for shares issued or repurchased between quarterly reviews. However, in the event of a merger between two components, the share weight of the surviving entity may be adjusted to account for any stock issued in the acquisition. The NYSE Arca may substitute stocks or change the number of stocks included in the Underlying Index, based on changing conditions in the industry or in the event of certain types of corporate actions, including mergers, acquisitions, spin-offs, and reorganizations. In the event of component or share weight changes to the index portfolio, the payment of dividends other than ordinary cash dividends, spin-offs, rights offerings, re-capitalization, or


JPMorgan Structured Investments — TS-9
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF

 

other corporate actions affecting a component stock of the Underlying Index; the index divisor may be adjusted to ensure that there are no changes to the index level as a result of non-market forces.


JPMorgan Structured Investments — TS-10
Capped Single Observation Index Fund Knock-Out Notes Linked to the Market Vectors Gold Miners ETF