Term Sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 197-A-II dated September 21, 2011

Term Sheet to
Product Supplement No. 197-A-II
Registration Statement No. 333-155535
Dated September 27, 2011; Rule 433

Structured 
Investments 

      $
Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar due October 12, 2012

General

Key Terms

Reference Currency:

Indonesian rupiah (IDR)

Base Currency

U.S. dollar (USD)

Knock-Out Event:

A Knock-Out Event occurs if the Reference Currency Return is less than the Knock-Out Buffer Percentage.

Knock-Out Buffer Percentage:

At most -30.00%*

* The actual Knock-Out Buffer Percentage will be set on the pricing date and will not be greater than -30.00%.

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 Reference Currency relative to the Base Currency. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 × Reference Currency Return)

 

If a Knock-Out Event has occurred, you will lose more than 30% of your 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 Reference Currency relative to the Base Currency, subject to 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 greater of (i) the Contingent Minimum Return and (ii) the Reference Currency Return. For additional clarification, please see “What Is the Return on the Notes at Maturity, Assuming a Range of Performances for the Reference Currency relative to the Base Currency?” in this term sheet.

Contingent Minimum Return:

At least 7.00%**, subject to the credit risk of JPMorgan Chase & Co.

** The actual Contingent Minimum Return will be set on the pricing date and will not be less than 7.00%.

Reference Currency Return:

Starting Spot Rate — Ending Spot Rate 
             Starting Spot Rate

 

In no event however, will the Reference Currency Return be less than -100%. The Reference Currency Return is effectively capped at 100%, with no limit on the downside.

Please see “How Do Exchange Rates Work?” and “Selected Risk Considerations — Your Notes Are Subject to an Embedded Maximum Payment at Maturity,” and “Selected Risk Considerations — The Method of Calculating the Reference Currency Return Will Diminish Any Reference Currency Depreciation and Magnify and Reference Currency Depreciation Relative to the U.S. Dollar” in this term sheet for more information.

Starting Spot Rate:

The Starting Spot Rate will be determined on the pricing date and will be (a) the Spot Rate on the pricing date, determined as specified under “— Spot Rate" below or (b) an exchange rate determined by reference to certain intra-day trades, in each case, as determined by the calculation agent in good faith and a commercially manner. Although the calculation agent will make all determinations and will take all actions in relation to establishing the Starting Spot Rate in good faith, it should be noted that such discretion could have an impact (positive or negative) on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Starting Spot Rate that might affect the value of your notes. For information about the risks related to this discretion, see “Selected Risk Considerations — Potential Conflicts” on page TS-4 of this term sheet.

Ending Spot Rate:

The Spot Rate on the Observation Date

Spot Rate:

The Spot Rate relative to the U.S. dollar on a given date is expressed as a number of Indonesian rupiahs per U.S. dollar and is equal to the rate reported by Reuters Group PLC (“Reuters”) on such date of determination on Reuters page ABSIRFIX01 at approximately 4:00 p.m., Greenwich Mean Time, as determined by the calculation agent.

Observation Date:

October 9, 2012

Maturity Date:

October 12, 2012

CUSIP:

48125X5H5

Other Key Terms

See “Additional Key Terms” on page TS-1 of this term sheet.

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” and “Description of Notes — Postponement of a Calculation Date — Single Component Notes Linked to a Reference Currency” in the accompanying product supplement no. 197-A-II

Investing in the Single Observation Capped Market Plus Notes involves a number of risks. See “Risk Factors” beginning on page PS-9 of the accompanying product supplement no. 197-A-II 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 and Hedging” beginning on page PS-20 of the accompanying product supplement no. 197-A-II.

(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. 197-A-II 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. 197-A-II dated September 21, 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. 197-A-II, 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

Supplemental Terms of the Notes

For purposes of the notes offered by this term sheet, if the scheduled Observation Date is not a currency business day or if there is a market disruption event on the scheduled Observation Date, the scheduled Observation Date will be postponed as described under “Description of Notes — Postponement of a Calculation Date — Single Component Notes Linked to a Reference Currency” in the accompanying product supplement no. 197-A-II.


JPMorgan Structured Investments —
TS-1

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar


How Do Exchange Rates Work?

Exchange rates reflect the amount of one currency that can be exchanged for a unit of another currency.

The Spot Rate is expressed as the number of Indonesian rupiahs per U.S. dollar. As a result, a decrease in a Spot Rate from the pricing date to the Observation Date means that the Indonesian rupiah has appreciated / strengthened relative to the U.S. dollar from the pricing date to the Observation Date. This means that it would take fewer Indonesian rupiahs to purchase one U.S. dollar on the Observation Date than it did on the pricing date. Viewed another way, one Indonesian rupiah could purchase more U.S. dollars on the Observation Date than it could on the pricing date.

The notes do not provide a quadratic return, in U.S. dollar terms, on the appreciation of the Indonesian rupiah relative to the U.S. dollar. A quadratic return in U.S. dollar terms reflects the return that would be achieved by converting the principal amount of the notes from U.S. dollars into Indonesian rupiahs at the Starting Spot Rate on the pricing date and then, on the Observation Date, converting back into U.S. dollars at the Ending Spot Rate. Instead, subject to the Contingent Minimum Return, the return on the notes will be determined by reference to the Reference Currency Return formula set forth in this term sheet, which does not reflect a quadratic return in U.S. dollar terms.

As demonstrated by the examples below, under the Reference Currency Return formula, any appreciation of the Indonesian rupiah relative to the U.S. dollar will be diminished, as compared to a quadratic return, while any depreciation of the Indonesian rupiah relative to the U.S. dollar will be magnified, as compared to a quadratic return. In addition, the diminishing effect on any appreciation of the Indonesian rupiah relative to the U.S. dollar increases as the Reference Currency Return increases, and the magnifying effect on any depreciation of the Indonesian rupiah relative to the U.S. dollar increases as the Reference Currency Return decreases. Accordingly, your payment at maturity may be less than if you had invested in similar notes that use only the quadratic method for calculating currency returns.

The following examples assume a Starting Spot Rate of 9,000 for the Indonesian rupiah relative to the U.S. dollar.

Example 1: The Indonesian rupiah strengthens from the Starting Spot Rate of 9,000 Indonesian rupiahs per U.S. dollar to the Ending Spot Rate of 8,100 Indonesian rupiahs per U.S. dollar.

The Reference Currency Return is equal to 10.00%, calculated as follows:

(9,000 – 8,100) / 9,000 = 10.00%

By contrast, if the return on the Indonesian rupiah were determined using a quadratic return, the return would be 11.11%.

Example 2: The Indonesian rupiah strengthens from the Starting Spot Rate of 9,000 Indonesian rupiahs per U.S. dollar to the Ending Spot Rate of 90 Indonesian rupiahs per U.S. dollar.

The Reference Currency Return is equal to 99.00%, which demonstrates the effective cap of 100% on the Reference Currency Return, calculated as follows

(9,000 – 90) / 9,000 = 99.00%

By contrast, if the return on the Indonesian rupiah were determined using a quadratic return, which would not be subject to the effective cap of 100%, the return would be 9900%.

As Examples 1 and 2 above demonstrated, the diminishing effect on any appreciation of the Indonesian rupiah relative to the U.S. dollar increases as the Reference Currency Return increases.

Conversely, an increase in the Spot Rate from the pricing date to the Observation Date means that the Indonesian rupiah has depreciated / weakened relative to the U.S. dollar from the pricing date to the Observation Date. This means that it would take more Indonesian rupiahs to purchase one U.S. dollar on the Observation Date than it did on the pricing date. Viewed another way, one Indonesian rupiah could purchase fewer U.S. dollars on the Observation Date than it could on the pricing date.

Example 3: The Indonesian rupiah weakens from the Starting Spot Rate of 9,000 Indonesian rupiahs per U.S. dollar to the Ending Spot Rate of 9,900 Indonesian rupiahs per U.S. dollar.

The Reference Currency Return is equal to -10.00%, calculated as follows:

(9,000 – 9,900) / 9,000 = -10.00%

By contrast, if the return on the Indonesian rupiah were determined using a quadratic return, the return would be -9.09%.

Example 4: The Indonesian rupiah weakens from the Starting Spot Rate of 9,000 Indonesian rupiahs per U.S. dollar to the Ending Spot Rate of 18,000 Indonesian rupiahs per U.S. dollar.

The Reference Currency Return is equal to -100.00%, which demonstrates that there is no limit on the downside for the Reference Currency Return, calculated as follows:

(9,000 – 18,000) / 9,000 = -100.00%

By contrast, if the return on the Indonesian rupiah were determined using a quadratic return, the return would be -50.00%.

Because the Reference Currency Return may not be less than -100.00%, any further depreciation of the Indonesian rupiah relative to the U.S. dollar will not further reduce the Reference Currency Return.

As Examples 3 and 4 above demonstrated, the magnifying effect on any depreciation of the Indonesian rupiah relative to the U.S. dollar increases as the Reference Currency Return decreases.

The hypothetical Ending Spot Rates and Reference Currency Returns set forth above are for illustrative purposes only and have been rounded for ease of analysis.


JPMorgan Structured Investments —
TS-2

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar


Selected Purchase Considerations

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Currency, the Base Currency or the exchange rate between the Reference Currency and Base Currency or any contracts related to


JPMorgan Structured Investments —
TS-3

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar

the Reference Currency, the Base Currency or the exchange rate between the Reference Currency and the Base Currency. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 197-A-II dated September 21, 2011.


JPMorgan Structured Investments —
TS-4

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar


JPMorgan Structured Investments —
TS-5

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar


JPMorgan Structured Investments —
TS-6

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar


What Is the Return on the Notes at Maturity, Assuming a Range of Performances for the Reference Currency Relative to the Base Currency?

The table and examples below 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 a Starting Spot Rate of 9,000, a Contingent Minimum Return of 7.00% and a Knock-Out Buffer Percentage of 30.00%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual payment at maturity applicable to a purchaser of the notes. You should consider carefully whether the notes are suitable to your investment goals. The numbers appearing in the table and examples below have been rounded for ease of analysis.


 

 

Total Return on the Notes

   

Ending Spot
Rate

Reference Currency
Return(1)

Knock-Out Event
Has Not
Occurred(2)

Knock-Out Event
Has Occurred(3)


2250.0

75.00%

75.00%

N/A

3150.0

65.00%

65.00%

N/A

4500.0

50.00%

50.00%

N/A

5400.0

40.00%

40.00%

N/A

6300.0

30.00%

30.00%

N/A

7200.0

20.00%

20.00%

N/A

7650.0

15.00%

15.00%

N/A

8100.0

10.00%

10.00%

N/A

8370.0

7.00%

7.00%

N/A

8550.0

5.00%

7.00%

N/A

8775.0

2.50%

7.00%

N/A

9000.0

0.00%

7.00%

N/A

9225.0

-2.50%

7.00%

N/A

9450.0

-5.00%

7.00%

N/A

9900.0

-10.00%

7.00%

N/A

10800.0

-20.00%

7.00%

N/A

11250.0

-25.00%

7.00%

N/A

11700.0

-30.00%

7.00%

N/A

11700.9

-30.01%

N/A

-30.01%

12600.0

-40.00%

N/A

-40.00%

13500.0

-50.00%

N/A

-50.00%

14400.0

-60.00%

N/A

-60.00%

15300.0

-70.00%

N/A

-70.00%

16200.0

-80.00%

N/A

-80.00%

17100.0

-90.00%

N/A

-90.00%

18000.0

-100.00%

N/A

-100.00%

18900.0

-110.00%

N/A

-100.00%(1)

19800.0

-120.00%

N/A

-100.00%(1)


(1) The Reference Currency Return may not be less than -100% and the payment at maturity may not be less than $0.
(2) The Reference Currency Return is greater than or equal to the Knock-Out Buffer Percentage.

(3) The Reference Currency Return is less than the Knock-Out Buffer Percentage.


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 Reference Currency appreciates from the Starting Spot Rate of 9,000 to an Ending Spot Rate of 8,775 — a Knock-Out Event has not occurred. Because the Reference Currency Return of 2.50% is less than the hypothetical Contingent Minimum Return of 7.00%, the investor receives a payment at maturity of $1,070 per $1,000 principal amount note.

Example 2: The Reference Currency depreciates from the Starting Spot Rate of 9,000 to an Ending Spot Rate of 9,450 — a Knock-Out Event has not occurred. Although the Reference Currency has depreciated, because the Reference Currency Return of -5% is not less than the hypothetical Knock-Out Buffer Percentage of -30.00%, a Knock-Out Event has not occurred. Because the Reference Currency Return of -5% is less than the hypothetical Contingent Minimum Return of 7.00%, the investor receives a payment at maturity of $1,070 per $1,000 principal amount note.

Example 3: The Reference Currency appreciates from the Starting Spot Rate of 9,000 to an Ending Spot Rate of 8,100 — a Knock-Out Event has not occurred. Because the Reference Currency Return of 10% is greater than the hypothetical Contingent Minimum Return of 7.00%, 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 Reference Currency depreciates from the Starting Spot Rate of 9,000 to an Ending Spot Rate of 12,600 — a Knock-Out Event has occurred. Because the Reference Currency Return of -40% is less than the hypothetical Knock-Out Buffer Percentage of -30.00%, a Knock-Out Event has occurred and because the Reference Currency 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

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 total returns and payouts shown above would likely be lower.


JPMorgan Structured Investments —
TS-7

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar


Historical Information

The following graph shows the historical weekly performance of the Indonesian rupiah relative to the U.S. dollar, expressed in terms of the conventional market quotation (the amount of the U.S. dollars that can be exchanged for one Indonesian rupiah, which we refer to in this term sheet as the exchange rate) as shown on Bloomberg Financial Markets, from January 6, 2006 through September 23, 2011. The exchange rate of the Indonesian rupiah relative to the U.S. dollar as reported by Bloomberg Financial Markets on September 26, 2011 was 8,980.

The historical exchange rates used to calculate the graph below were determined using the rates reported by Bloomberg Financial Markets and may not be indicative of the Spot Rate that would be derived from the applicable Reuters page.

The exchange rates displayed in the graphs below are for illustrative purposes only and do not form part of the calculation of the Reference Currency Return. The Reference Currency Return increases when the Indonesian rupiah appreciates in value against the U.S. dollar.

The Spot Rate on September 26, 2011 was 9,013, calculated in the manner set forth under “Key Terms — Spot Rate” on the front cover of this term sheet. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets or Reuters Group PLC. The exchange rates displayed in the graph above should not be taken as an indication of future performance, and no assurance can be given as to the Spot Rate on the pricing date or the Observation Date. We cannot give you assurance that the performance of the Indonesian rupiah relative to the U.S. dollar will result in the return of any of your initial investment at maturity.

Supplemental Use of Proceeds

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-39 of the accompanying product supplement no. 197-A-II.

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-8

Single Observation Capped Market Plus Notes Linked to the Performance of the Indonesian Rupiah Relative to the U.S. Dollar