Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 18-A-I dated November 21, 2008

Term Sheet to
Product Supplement No. 18-A-I
Registration Statement No. 333-155535
Dated May 3, 2011; Rule 433

Structured 
Investments 

     

$
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index
due May 31, 2013

General

Key Terms

Index:

The S&P 500® Index (the “Index”)

Upside Leverage Factor:

1.50

Payment at Maturity:

If the Ending Index Level is greater than the Initial Index Level, at maturity 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 1.50, subject to a Maximum Total Return on the notes that will not be less than 15.00%* or greater than 20.00%*. For example, assuming the Maximum Total Return is 15.00%*, if the Index Return is equal to or greater than 10.00%, you will receive the Maximum Total Return on the notes of 15.00%*, which entitles you to a maximum payment at maturity of $1,150* for every $1,000 principal amount note that you hold. Accordingly, if the Index Return is positive, your payment at maturity per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return:

 

$1,000 + ($1,000 × Index Return x 1.50)

 

*The actual Maximum Total Return will be set on the pricing date and will not be less than 15.00% or greater than 20.00%. Accordingly, the actual maximum payment at maturity per $1,000 principal amount note will not be less than $1,150 or greater than $1,200.

 

If the Ending Index Level is equal to the Initial Index Level, or if the Ending Index Level is less than the Initial Index Level and a Knock-Out Event has not occurred, you are entitled to repayment of principal in full at maturity, subject to the credit risk of JPMorgan Chase & Co.

 

If the Ending Index Level is less than the Initial Index Level and a Knock-Out Event has occurred, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 × Index Return)

  If the Index closing level on any day during the Monitoring Period is less than the Initial Index Level by more than the 25.00% Knock-Out Buffer Amount, a Knock-Out Event has occurred, the contingent repayment of principal provided by the 25.00% Knock-Out Buffer Amount will terminate and you will lose some or all of your investment at maturity.

Knock-Out Event:

A Knock-Out Event occurs if the Index closing level on any day during the Monitoring Period is less than the Initial Index Level by more than the 25.00% Knock-Out Buffer Amount.

Knock-Out Buffer Amount:

25.00%

Monitoring Period:

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

Index Return:

Ending Index Level – Initial Index Level
Initial Index Level

Initial Index Level:

The Index closing level on the pricing date

Ending Index Level:

The Index closing level on the Observation Date

Observation Date:

May 28, 2013

Maturity Date:

May 31, 2013

CUSIP:

48125XPH3

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-A-I.

Investing in the Knock-Out Buffered Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 18-A-I and “Selected Risk Considerations” beginning on page TS-2 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 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 $40.00 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 $20.00 per $1,000 principal amount note. The concessions of approximately $20.00 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 $40.00 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 $60.00 per $1,000 principal amount note. See “Plan of Distribution” beginning on page PS-30 of the accompanying product supplement no. 18-A-I.

The agent for this offering, JPMS, is an affiliate of ours. See “Supplemental Plan of Distribution (Conflicts of Interest)” on the last page of this term sheet.

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.

May 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. 18-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. 18-A-I dated November 21, 2008. 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-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.

Selected Purchase Considerations


JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index

 TS-1

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 equity securities composing the Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 18-A-I dated November 21, 2008.


JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index

 TS-2

JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index

 TS-3

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

The following table and examples 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 1350 and a Maximum Total Return on the notes of 15.00%. The actual Maximum Total Return will be set on the pricing date and will not be less than 15.00% or greater than 20.00%. 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.


Ending Index
Level

Index Return

Note Total Return if
Knock-Out Event Has
Not Occurred (1)

Note Total Return
if Knock-Out Event
Has Occurred (2)


2430.000

80.00%

15.00%

15.00%

2227.500

65.00%

15.00%

15.00%

2025.000

50.00%

15.00%

15.00%

1890.000

40.00%

15.00%

15.00%

1755.000

30.00%

15.00%

15.00%

1620.000

20.00%

15.00%

15.00%

1485.000

10.00%

15.00%

15.00%

1417.500

5.00%

7.50%

7.50%

1363.500

1.00%

1.50%

1.50%

1350.000

0.00%

0.00%

0.00%

1282.500

-5.00%

0.00%

-5.00%

1215.000

-10.00%

0.00%

-10.00%

1080.000

-20.00%

0.00%

-20.00%

1012.500

-25.00%

0.00%

-25.00%

1012.365

-25.01%

N/A

-25.01%

945.000

-30.00%

N/A

-30.00%

810.000

-40.00%

N/A

-40.00%

675.000

-50.00%

N/A

-50.00%

540.000

-60.00%

N/A

-60.00%

405.000

-70.00%

N/A

-70.00%

270.000

-80.00%

N/A

-80.00%

135.000

-90.00%

N/A

-90.00%

0.000

-100.00%

N/A

-100.00%


(1)

The Index closing level is greater than or equal to 1012.50 on each day during the Monitoring Period.

(2)

The Index closing level is less than 1012.50 on at least one day during the Monitoring Period.

These returns 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 total returns shown above would likely be lower.

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 level of the Index increases from the Initial Index Level of 1350 to an Ending Index Level of 1417.50. Because the Ending Index Level of 1417.50 is greater than the Initial Index Level of 1350 and the Index Return of 5% multiplied by 1.50 does not exceed the hypothetical Maximum Total Return of 15.00%, regardless of whether a Knock-Out Event has occurred, the investor receives a payment at maturity of $1,075 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 × (5% × 1.50)] = $1,075

Example 2: A Knock-Out Event has not occurred, and the level of the Index decreases from the Initial Index Level of 1350 to an Ending Index Level of 1080. Although the Ending Index Level of 1080 is less than the Initial Index Level of 1350, because a Knock-Out Event has not occurred, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.

Example 3: A Knock-Out Event has occurred, and the level of the Index decreases from the Initial Index Level of 1350 to an Ending Index Level of 1080. Because a Knock-Out Event has occurred and the Ending Index Level of 1080 is less than the Initial Index Level of 1350, the investor receives a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -20%) = $800

Example 4: The level of the Index increases from the Initial Index Level of 1350 to an Ending Index Level of 1620. Because the Ending Index Level of 1620 is greater than the Initial Index Level of 1350 and the Index Return of 20% multiplied by 1.50 exceeds the hypothetical Maximum Total Return of 15.00%, regardless of whether a Knock-Out Event has occurred, the investor receives a payment at maturity of $1,150 per $1,000 principal amount note, the maximum payment on the notes.

Example 5: The level of the Index decreases from the Initial Index Level of 1350 to an Ending Index Level of 540. Because the Ending Index Level of 540 is less than the Initial Index Level of 1350 by more than the Knock-Out Buffer Amount of 25.00%, a Knock-Out Event has occurred and the investor receives a payment at maturity of $400 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -60%) = $400


JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index

 TS-4

Historical Information

The following graph sets forth the historical performance of the S&P 500® Index based on the historical weekly Index closing levels from January 6, 2006 through April 29, 2011. The Index closing level on May 3, 2011 was 1356.62. 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 closing 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 the pricing date, on any day during the Monitoring Period or on the Observation Date. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment.

Supplemental Plan of Distribution (Conflicts of Interest)

We own, directly or indirectly, all of the outstanding equity securities of JPMS, the agent for this offering. The net proceeds received from the sale of notes will be used, in part, by JPMS or one of its affiliates in connection with hedging our obligations under the notes. In accordance with FINRA Rule 5121, JPMS may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.


JPMorgan Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index

 TS-5