Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 192-A-III dated March 10, 2011

Term Sheet
Product Supplement No. 192-A-III
Registration Statement No. 333-155535
Dated October 3, 2011; Rule 433

Structured 
Investments 

      $
5.00% (equivalent to 10.00% per annum) Auto Callable Yield Notes due April 23, 2012 Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

General

Key Terms

Underlyings:

The S&P 500® Index and the Russell 2000® Index (each an “Underlying,” and collectively, the “Underlyings”)

Interest Rate:

5.00% (equivalent to 10.00% per annum) over the term of the notes, payable monthly and calculated on a 30/360 basis

Automatic Call:

If on either Call Date, the closing level of each Underlying is greater than the applicable Starting Underlying Level, the notes will be automatically called.

Payment if Called:

If the notes are automatically called, on the applicable Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest to but excluding the applicable Call Settlement Date.

Protection Amount:

With respect to each Underlying, an amount that represents 40.00% of the Starting Underlying Level of such Underlying

Pricing Date:

On or about October 18, 2011

Settlement Date:

On or about October 21, 2011

Observation Date*:

April 18, 2012

Maturity Date*:

April 23, 2012

CUSIP:

48125X4N3

Monitoring Period:

The period from but excluding the Pricing Date to and including the Observation Date

Interest Payment Dates:

Interest on the notes will be payable monthly in arrears on the 21st calendar day of each month, except for the final monthly interest payment, which will be payable on the Maturity Date or the relevant Call Settlement Date, as applicable (each such day, an “Interest Payment Date”), commencing November 21, 2011. See “Selected Purchase Considerations — Monthly Interest Payments” in this term sheet for more information.

Payment at Maturity:

If the notes are not automatically called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on whether a Trigger Event has occurred and the performance of the Lesser Performing Underlying. If the notes are not automatically called, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest at maturity, unless:

(a) the Ending Underlying Level of any Underlying is less than the Starting Underlying Level of such Underlying; and
(b) a Trigger Event has occurred.
If the notes are not automatically called and the conditions described in (a) and (b) are satisfied, at maturity you will lose 1% of the principal amount of your notes for every 1% that the Ending Underlying Level of the Lesser Performing Underlying is less than the Starting Underlying Level of such Underlying. Under these circumstances, your payment at maturity per $1,000 principal amount note, in addition to any accrued and unpaid interest, will be calculated as follows:
$1,000 + ($1,000 x Lesser Performing Underlying Return)
You will lose some or all of your principal at maturity if the notes are not automatically called and the conditions described in (a) and (b) are both satisfied.

Trigger Event:

A Trigger Event occurs if, on any day during the Monitoring Period, the closing level of any Underlying is less than the Starting Underlying Level of such Underlying by more than the applicable Protection Amount.

Underlying Return:

With respect to each Underlying, the Underlying Return is calculated as follows:

Ending Underlying Level – Starting Underlying Level
Starting Underlying Level

Call Dates*:

December 16, 2011 (first Call Date), and February 15, 2012 (second Call Date)

Call Settlement Dates*:

December 21, 2011 (first Call Settlement Date), and February 21, 2012 (second Call Settlement Date), each of which is the third business day after the applicable Call Date specified above.

Other Key Terms:

See “Additional Key Terms” on the next page.

*

Subject to postponement as described under “Description of Notes — Payment at Maturity” and “Description of Notes — Postponement of a Determination Date — Notes with a maturity of not more than one year” in the accompanying product supplement no. 192-A-III and “Supplemental Terms of the Notes” in this term sheet.

Investing in the Auto Callable Yield Notes involves a number of risks. See “Risk Factors” beginning on page PS-9 of the accompanying product supplement no. 192-A-III and “Selected Risk Considerations” beginning on page TS-3 of this term sheet.

Neither the SEC 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.

(2)

If the notes priced today, J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $37.50 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of approximately $22.50 per $1,000 principal amount note. The concessions of approximately $22.50 per $1,000 principal amount note include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. This commission includes the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $37.50 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions and other amounts that may be allowed to other dealers, exceed $50.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-95 of the accompanying product supplement no. 192-A-III.

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.

 

October 3, 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. 192-A-III 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. 192-A-III dated March 10, 2011. 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. 192-A-III, 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.

Additional Key Terms

Starting Underlying Level:

With respect to each Underlying, the closing level of such Underlying on the Pricing Date

Ending Underlying Level:

With respect to each Underlying, the closing level of such Underlying on the Observation Date

Lesser Performing Underlying:

The Underlying with the Lesser Performing Underlying Return

Lesser Performing Underlying Return:

The lower of the Underlying Return of the S&P 500® Index and the Underlying Return of the Russell 2000® Index

Supplemental Terms of the Notes

For purposes of the notes offered by this term sheet:

(a) the information set forth under “Description of Notes — Payment upon Optional Call” in the accompanying product supplement no. 192-A-III is deemed to be deleted, and the notes will be automatically called as described under “Key Terms — Automatic Call” on the front cover of this term sheet. If the notes are automatically called on either Call Date, we will redeem each note and deliver the applicable cash payment described above on the applicable Call Settlement Date specified on the front cover of this term sheet, subject to postponement as described below. If the scheduled Call Settlement Date is not a business day, then the Call Settlement Date will be the next succeeding business day following the scheduled Call Settlement Date. If, due to a market disruption event or otherwise, either Call Date is postponed so that it falls less than three business days prior to the scheduled Call Settlement Date, the applicable Call Settlement Date will be the third business day following the Call Date, as postponed. If either Call Settlement Date is adjusted as the result of a market disruption event or otherwise, the payment of interest due on the Call Settlement Date will be made on the Call Settlement Date as adjusted, with the same force and effect as if the Call Settlement Date had not been adjusted, but no additional interest will accrue or be payable as a result of the delayed payment;

(b) all references in the accompanying product supplement no. 192-A-III to “Callable Yield Notes” will be deemed to refer to “Auto Callable Yield Notes” and all references to “Optional Call Dates” will be deemed refer to “Call Settlement Dates”;

(c) all references in “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 192-A-III to an “Optional Call” will be deemed to refer to an “Automatic Call”; and

(d) the Call Dates are “Determination Dates” as described in the accompanying product supplement no. 192-A-III and are subject to postponement as described under “Description of Notes — Postponement of a Determination Date — Notes with a maturity of not more than one year” in the accompanying product supplement no. 192-A-III.

Selected Purchase Considerations


JPMorgan Structured Investments —
TS-1
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

JPMorgan Structured Investments —
TS-2
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

satisfied the applicable documentation requirements. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the purchase price of the notes between the Deposit and the Put Option.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in either or both of the Underlyings or any of the equity securities included in the Underlyings. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 192-A-III dated March 10, 2011.


JPMorgan Structured Investments —
TS-3
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

JPMorgan Structured Investments —
TS-4
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

Historical Information

The following graphs show the historical weekly performance of the S&P 500® Index and the Russell 2000® Index from January 6, 2006 through September 30, 2011. The closing level of the S&P 500® Index on September 30, 2011 was 1131.42. The closing level of the Russell 2000® Index on September 30, 2011 was 644.16.

We obtained the various closing levels of the Underlyings below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained from Bloomberg Financial Markets. The historical levels of each Underlying should not be taken as an indication of future performance, and no assurance can be given as to the closing level of any Underlying on the Pricing Date, the Observation Date or any day during the Monitoring Period. We cannot give you assurance that the performance of the Underlyings will result in the return of any of your initial investment.


JPMorgan Structured Investments —
TS-5
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

What Is the Total Return on the Notes at Maturity or Upon Automatic Call, Assuming a Range of Performances for the Lesser Performing Underlying?

The following table and examples illustrate the hypothetical total return on the notes at maturity or upon automatic call. The “note total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity or upon automatic call plus the interest payments received to and including the maturity date or the relevant Call Settlement Date, as applicable, per $1,000 principal amount note to $1,000. The table and examples below assume that the Lesser Performing Underlying is the Russell 2000® Index and that the closing level of the S&P 500® Index on the Call Date is greater than its Starting Underlying Level. We make no representation or warranty as to which of the Underlyings will be the Lesser Performing Underlying for purposes of calculating your actual payment at maturity, if applicable, or as to what the level of either Underlying will be on either Call Date. In addition, the following table and examples assume a Starting Underlying Level for the Lesser Performing Underlying of 650 and reflect the Interest Rate of 5.00 (equivalent to 10.00% per annum) over the term of the notes (assuming no automatic call) and the Protection Amount of 40.00%. The hypothetical total returns and total payments set forth below are for illustrative purposes only and may not be the actual total returns or total payments applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Closing Level of the
Lesser Performing
Index

Lesser Performing
Index Closing Level
Appreciation /
Depreciation at
Review Date

Note Total
Return at First
Call Settlement
Date

Note Total
Return at
Second Call
Settlement Date

Note Total
Return at
Maturity Date if
a Trigger Event
Has Not
Occurred (1)

Note Total Return at
Maturity Date if a
Trigger Event Has
Occurred (1)


1170.000

80.00%

1.67%

3.33%

5.00%

5.00%

1072.500

65.00%

1.67%

3.33%

5.00%

5.00%

975.000

50.00%

1.67%

3.33%

5.00%

5.00%

910.000

40.00%

1.67%

3.33%

5.00%

5.00%

845.000

30.00%

1.67%

3.33%

5.00%

5.00%

780.000

20.00%

1.67%

3.33%

5.00%

5.00%

715.000

10.00%

1.67%

3.33%

5.00%

5.00%

682.500

5.00%

1.67%

3.33%

5.00%

5.00%

656.500

1.00%

1.67%

3.33%

5.00%

5.00%

650.000

0.00%

N/A

N/A

5.00%

5.00%

617.500

-5.00%

N/A

N/A

5.00%

0.00%

585.000

-10.00%

N/A

N/A

5.00%

-5.00%

520.000

-20.00%

N/A

N/A

5.00%

-15.00%

455.000

-30.00%

N/A

N/A

5.00%

-25.00%

422.500

-35.00%

N/A

N/A

5.00%

-30.00%

390.000

-40.00%

N/A

N/A

5.00%

-35.00%

389.935

-40.01%

N/A

N/A

N/A

-35.01%

325.000

-50.00%

N/A

N/A

N/A

-45.00%

260.000

-60.00%

N/A

N/A

N/A

-55.00%

195.000

-70.00%

N/A

N/A

N/A

-65.00%

130.000

-80.00%

N/A

N/A

N/A

-75.00%

65.000

-90.00%

N/A

N/A

N/A

-85.00%

0.000

-100.00%

N/A

N/A

N/A

-95.00%


(1) A Trigger Event occurs if the closing level of either Underlying is less than the Starting Underlying Level of such Underlying by more than 40.00% on any day during the Monitoring Period.

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

Example 1: The level of the Lesser Performing Underlying increases from the Starting Underlying Level of 656 to a closing level of 656.50 on the first Call Date. Because the closing level of each Underlying on the first Call Date is greater than the applicable Starting Underlying Level, the notes are automatically called, and the investor receives total payments of $1,016.67 per $1,000 principal amount note, consisting of interest payments of $16.67 per $1,000 principal amount note and a payment upon automatic call of $1,000 per $1,000 principal amount note.

Example 2: The level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 650 to a closing level of 617.50 on the first Call Date and increases from the Starting Underlying level of 650 to a closing level of 682.50 on the second Call Date. Although the level of the Lesser Performing Underlying on the first Call Date (617.50) is less than the Starting Underlying Level of 650, because the closing level of each Underlying on the second Call Date is greater than the applicable Starting Underlying Level, the notes are automatically called, and the investor receives total payments of $1,033.33 per $1,000 principal amount note, consisting of interest payments of $33.33 per $1,000 principal amount note and a payment upon automatic call of $1,000 per $1,000 principal amount note.


JPMorgan Structured Investments —
TS-6
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index

Example 3: The notes are not automatically called prior to maturity and the level of the Lesser Performing Underlying increases from the Starting Underlying Level of 650 to an Ending Underlying Level of 682.50. Because the notes are not automatically called prior to maturity and the Ending Underlying Level of the Lesser Performing Underlying of 682.50 is greater than its Starting Underlying Level of 650, regardless of whether a Trigger Event has occurred, the investor receives total payments of $1,050 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $50 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note. This represents the maximum total payment an investor may receive over the term of the notes.

Example 4: The notes are not automatically called prior to maturity, a Trigger Event has not occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 650 to an Ending Underlying Level of 520. Even though the Ending Underlying Level of the Lesser Performing Underlying of 520 is less than its Starting Underlying Level of 650, because the notes have not been automatically called prior to maturity and a Trigger Event has not occurred, the investor receives total payments of $1,050 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $50 per $1,000 principal amount note over the term of the notes and a payment at maturity of $1,000 per $1,000 principal amount note. This represents the maximum total payment an investor may receive over the term of the notes.

Example 5: The notes are not automatically called prior to maturity, a Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 650 to an Ending Underlying Level of 520. Because the notes are not automatically called prior to maturity, a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 520 is less than its Starting Underlying Level of 650, the investor receives total payments of $850 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $50 per $1,000 principal amount note over the term of the notes and a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:

[$1,000 + ($1,000 × -20%)] + $50 = $850

Example 6: The notes are not automatically called prior to maturity, a Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 650 to an Ending Underlying Level of 325. Because the notes are not automatically called prior to maturity, a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 325 is less than its Starting Underlying Level of 650, the investor receives total payments of $550 per $1,000 principal amount note over the term of the notes, consisting of interest payments of $50 per $1,000 principal amount note over the term of the notes and a payment at maturity of $500 per $1,000 principal amount note, calculated as follows:

[$1,000 + ($1,000 × -50%)] + $50 = $550

Example 7: The notes are not automatically called prior to maturity, a Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting Underlying Level of 650 to an Ending Underlying Level of 0. Because the notes are not automatically called prior to maturity, a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 0 is less than its Starting Underlying Level of 650, the investor receives total payments of $50 per $1,000 principal amount note over the term of the notes, consisting solely of interest payments of $50 per $1,000 principal amount note over the term of the notes, calculated as follows:

[$1,000 + ($1,000 × -100%)] + $50= $50

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.


JPMorgan Structured Investments —
TS-7
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500® Index and the Russell 2000® Index