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 27, 2011; Rule 433

Structured 
Investments 

     

$
Capped Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund due October 12, 2012

General

Key Terms

Index Fund:

The iShares® MSCI Emerging Markets Index Fund (the “Index Fund”)

Knock-Out Event:

A Knock-Out Event occurs if, on any day during the Monitoring Period, the closing price of one share of the Index Fund is less than the Initial Share Price by more than the Knock-Out Buffer Amount.

Knock-Out Buffer Amount:

40.00%

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 some or all of your investment at maturity if the Final Share Price is less than the Initial Share Price.

 

If a Knock-Out Event has not occurred, you will receive a cash payment at maturity that will reflect the Contingent Minimum 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 Contingent Minimum 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 18.25%. The actual Maximum Return and the actual maximum payment at maturity will be set on the pricing date and will not be less than 18.25% and $1,182.50 per $1,000 principal amount note, respectively.

Contingent Minimum Return:

At least 18.25%. The actual Contingent Minimum Return will be determined on the pricing date and will not be less than 18.25%.

Monitoring Period:

The period from and excluding the pricing date to and including the Observation Date

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:

October 9, 2012

Maturity Date:

October 12, 2012

CUSIP:

48125X4C7

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 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 27, 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.

Supplemental Terms of the Notes

The description of the payment at maturity on the notes as set forth in this term sheet differs from the description of the payment at maturity as set forth in the accompanying product supplement no. 182-A-I. For purposes of this offering, the Contingent Minimum Return will be equal to the Maximum Return. Accordingly, if a Knock-Out Event has not occurred, your payment at maturity will reflect a fixed return equal to the Contingent Minimum Return/Maximum Return of at least 18.25%. The actual Contingent Minimum Return/Maximum Return and the actual maximum payment at maturity will be set on the pricing date and will not be less than 18.25% and $1,182.50 per $1,000 principal amount note, respectively.


JPMorgan Structured Investments —
TS-1
Capped Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund
 
 

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 $35.00, a Contingent Minimum Return of 18.25% and a Maximum Return of 18.25% and reflect the Knock-Out Buffer Amount of 40.00%. 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)


$63.0000

80.00%

18.25%

18.25%

$59.5000

70.00%

18.25%

18.25%

$56.0000

60.00%

18.25%

18.25%

$52.5000

50.00%

18.25%

18.25%

$49.0000

40.00%

18.25%

18.25%

$45.5000

30.00%

18.25%

18.25%

$43.7500

25.00%

18.25%

18.25%

$42.0000

20.00%

18.25%

18.25%

$41.3875

18.25%

18.25%

18.25%

$40.2500

15.00%

18.25%

15.00%

$38.5000

10.00%

18.25%

10.00%

$37.1700

6.20%

18.25%

6.20%

$36.7500

5.00%

18.25%

5.00%

$35.8750

2.50%

18.25%

2.50%

$35.3500

1.00%

18.25%

1.00%

$35.0000

0.00%

18.25%

0.00%

$33.2500

-5.00%

18.25%

-5.00%

$31.5000

-10.00%

18.25%

-10.00%

$28.0000

-20.00%

18.25%

-20.00%

$26.2500

-25.00%

18.25%

-25.00%

$21.0000

-40.00%

18.25%

-40.00%

$20.9965

-40.01%

N/A

-40.01%

$17.5000

-50.00%

N/A

-50.00%

$14.0000

-60.00%

N/A

-60.00%

$10.5000

-70.00%

N/A

-70.00%

$7.0000

-80.00%

N/A

-80.00%

$3.5000

-90.00%

N/A

-90.00%

$0.0000

-100.00%

N/A

-100.00%


(1) The closing price of one share of the Index Fund is greater than or equal to $21.00 (60% of the hypothetical Initial Share Price) on each day during the Monitoring Period.
(2) The closing price of one share of the Index Fund is less than $21.00 (60% of the hypothetical Initial Share Price) on at least one day during the Monitoring Period.

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: A Knock-Out Event has not occurred, and the closing price of one share of the Index Fund increases from the Initial Share Price of $35.00 to a Final Share Price of $35.875. Because a Knock-Out Event has not occurred the investor receives a fixed return equal to the hypothetical Contingent Minimum Return of 18.25%, for a payment at maturity of $1,182.50 per $1,000 principal amount note, regardless of the Share Return.

Example 2: A Knock-Out Event has not occurred, and the closing price of one share of the Index Fund decreases from the Initial Share Price of $35.00 to a Final Share Price of $33.25. Because a Knock-Out Event has not occurred the investor receives a fixed return equal to the hypothetical Contingent Minimum Return of 18.25%, for a payment at maturity of $1,182.50 per $1,000 principal amount note, regardless of the Share Return.


JPMorgan Structured Investments —
TS-2
Capped Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund
 
 

Example 3: A Knock-Out Event has occurred, and the closing price of one share of the Index Fund decreases from the Initial Share Price of $35.00 to a Final Share Price of $31.50. Because a Knock-Out Event has occurred and the Share Return is -10%, the investor receives a payment at maturity of $900 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -10%) = $900

Example 4: A Knock-Out Event has occurred, and the closing price of one share of the Index Fund increases from the Initial Share Price of $35.00 to a Final Share Price of $38.50. Because a Knock-Out Event has occurred and the Share Return of 10% is less than the hypothetical Maximum Return of 18.25%, the investor receives a payment at maturity of $1,100 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × 10%) = $1,100

Example 5: The closing price of one share of the Index Fund increases from the Initial Share Price of $35.00 to a Final Share Price of $52.50. Because the Share Return of 50% is greater than the hypothetical Maximum Return of 18.25%, regardless of whether a Knock-Out Event has occurred, the investor receives a payment at maturity of $1,182.50 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 Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund
 
 

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 Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund
 
 

JPMorgan Structured Investments —
TS-5
Capped Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund
 
 

JPMorgan Structured Investments —
TS-6
Capped Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund
 
 

Historical Information

The following graph sets forth the historical performance of the iShares® MSCI Emerging Markets Index Fund based on the weekly historical closing price of one share of the Index Fund from May 26, 2006 through September 23, 2011. The closing price of one share of the Index Fund on September 26, 2011 was $36.42.

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 set forth in the graph below have been adjusted for 3-for-1 stock splits that were paid on July 24, 2008. 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-7
Capped Index Fund Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund