Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 32-A-II dated May 17, 2010

Term Sheet to
Product Supplement no. 32-A-II
Registration Statement No. 333-155535
Dated August 15, 2011; Rule 433

Structured 
Investments 

     

$
Capped Notes Linked to the iShares® MSCI Emerging Markets Index Fund due August 18, 2016

General

Key Terms

Index Fund:

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

Payment at Maturity:

At maturity, you will receive a cash payment, for each $1,000 principal amount note, calculated as follows:

If the Index Fund Return is greater than zero, you will receive the lesser of:
a) $1,000 + ($1,000 × Index Fund Return × Participation Rate); and
b) $1,850*.
* To be determined on the pricing date and will not be less than $1,850 per $1,000 principal amount note.
If the Index Fund Return is less than or equal to zero, you will receive the greater of:
a) $1,000 + ($1,000 × Index Fund Return); and
b) $900.
You are entitled to repayment of 90% of your principal at maturity, subject to the credit risk of JPMorgan Chase & Co.

Participation Rate:

100%

Maximum Return:

The maximum return will be determined on the pricing date and will not be less than $850 for each $1,000 principal amount note.

Index Fund 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 arithmetic average of the closing prices of one share of the Index Fund on the Ending Averaging Dates, each such price 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. 32-A-II for further information about these adjustments.

Share Adjustment Factor:

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. 32-A-II for further information about these adjustments.

Ending Averaging Dates:

November 15, 2011, February 15, 2012, May 15, 2012, August 15, 2012, November 15, 2012, February 15, 2013, May 15, 2013, August 15, 2013, November 15, 2013, February 18, 2014, May 15, 2014, August 15, 2014, November 17, 2014, February 17, 2015, May 15, 2015, August 17, 2015, November 16, 2015, February 16, 2016, May 16, 2016 and August 15, 2016 (the final Ending Averaging Date)

Maturity Date:

August 18, 2016

CUSIP:

48125XN28

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. 32-A-II.

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page PS-11 of the accompanying product supplement no. 32-A-II and “Selected Risk Considerations” beginning on page TS-2 of this term sheet.

Neither the U.S. Securities and Exchange Commission, or 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 $30.90 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 $8.50 per $1,000 principal amount note. The concessions of approximately $8.50 per $1,000 principal amount note include concessions to be allowed to selling dealers and a referral fee to be paid to an arranging dealer. This commission includes the projected profits that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $30.90 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 $40.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-128 of the accompanying product supplement no. 32-A-II.

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.

 

August 15, 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. 32-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. 32-A-II dated May 17, 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. 32-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.

Supplemental Terms of the Notes

For purposes of this offering, all references to “Principal Protected Notes Linked to a Weighted Basket of Components” or “Principal Protected Notes” in the accompanying product supplement no. 32-A-II are deemed to refer to “Capped Notes Linked to the iShares® MSCI Emerging Markets Index Fund.”

For purposes of this offering, the iShares® MSCI Emerging Markets Index Fund is a “Basket Fund” as described in the accompanying product supplement no. 32-A-II.

For purposes of this offering, the “Payment at Maturity” described herein shall supersede “Payment at Maturity” as described in the accompanying product supplement no. 32-A-II. The minimum payment at maturity on the notes is $900 per $1,000 principal amount, subject to the credit risk of JPMorgan Chase & Co.


JPMorgan Structured Investments — TS-1

Capped Notes Linked to the iShares® MSCI Emerging Markets Index Fund

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 Index Fund or any of the equity securities held by the Index Fund. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 32-A-II dated May 17, 2010.


JPMorgan Structured Investments — TS-2

Capped Notes Linked to the iShares® MSCI Emerging Markets Index Fund


JPMorgan Structured Investments — TS-3

Capped Notes Linked to the iShares® MSCI Emerging Markets Index Fund


JPMorgan Structured Investments — TS-4

Capped Notes Linked to the iShares® MSCI Emerging Markets Index Fund

 

Sensitivity Analysis – Hypothetical Payment at Maturity for Each $1,000 Principal Amount Note

The following table and examples illustrate the payment at maturity for a $1,000 principal amount note for a hypothetical range of performances for the Index Fund Return from -80% to +90%, reflect the Participation Rate of 100% and assume an Initial Share Price of $40 and a maximum payment at maturity of $1,850 per $1,000 principal amount note. The actual maximum payment at maturity will be determined on the pricing date and will not be less than $1,850 per $1,000 principal amount note. The following results are based solely on the hypothetical example cited. The hypothetical payments at maturity set forth below are for illustrative purposes only and may not be the actual payments at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Final Share
Price

Index Fund
Return

Hypothetical Total
Return on the Notes

Payment at Maturity


$76.00

90.00%

85.00%

$1,850.00

$74.00

85.00%

85.00%

$1,850.00

$72.00

80.00%

80.00%

$1,800.00

$68.00

70.00%

70.00%

$1,700.00

$64.00

60.00%

60.00%

$1,600.00

$60.00

50.00%

50.00%

$1,500.00

$56.00

40.00%

40.00%

$1,400.00

$52.00

30.00%

30.00%

$1,300.00

$48.00

20.00%

20.00%

$1,200.00

$44.00

10.00%

10.00%

$1,100.00

$42.00

5.00%

5.00%

$1,050.00

$40.00

0.00%

0.00%

$1,000.00

$39.60

-1.00%

-1.00%

$990.00

$38.00

-5.00%

-5.00%

$950.00

$36.00

-10.00%

-10.00%

$900.00

$32.00

-20.00%

-10.00%

$900.00

$28.00

-30.00%

-10.00%

$900.00

$24.00

-40.00%

-10.00%

$900.00

$20.00

-50.00%

-10.00%

$900.00

$16.00

-60.00%

-10.00%

$900.00

$12.00

-70.00%

-10.00%

$900.00

$8.00

-80.00%

-10.00%

$900.00


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 $40 to a Final Share Price of $48. Because the Final Share Price of $48 is greater than the Initial Share Price of $40, and because the product of $1,000 plus $1,000 × the Index Fund Return × the Participation Rate is not greater than the hypothetical maximum payment at maturity of $1,850, the final payment at maturity is equal to $1,200 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × [($48 – $40)/$40] × 100%) = $1,200

Example 2: The closing price of one share of the Index Fund increases from the Initial Share Price of $40 to a Final Share Price of $76. Because the Final Share Price of $76 is greater than the Initial Share Price of $40, and because the product of $1,000 plus $1,000 × the Index Fund Return × the Participation Rate is greater than the hypothetical maximum payment at maturity of $1,850, the final payment at maturity is equal to $1,850 for each $1,000 principal amount note, the maximum payment on the notes.

Example 3: The closing price of one share of the Index Fund decreases from the Initial Share Price of $40 to a Final Share Price of $38. Because the Final Share Price of $38 is lower than the Initial Share Price of $40, and because the product of $1,000 plus $1,000 × the Index Fund Return is greater than $900, the final payment at maturity is equal to $950 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × [($38 – $40)/$40]) = $950

Example 4: The closing price of one share of the Index Fund decreases from the Initial Share Price of $40 to a Final Share Price of $28. Because the Final Share Price of $28 is lower than the Initial Share Price of $40, and because the product of $1,000 plus $1,000 × the Index Fund Return is less than $900, the final payment at maturity is equal to $900 for each principal amount note.

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-5

Capped 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 closing price of one share of the Index Fund from January 6, 2006 through August 12, 2011. The closing price of one share of the Index Fund on August 12, 2011 was $41.26. We obtained the Index Fund closing prices 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 prices per 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 per share of the Index Fund on any of the Ending Averaging Dates. We cannot give you assurance that the performance of the Index Fund will result in a payment at maturity in excess of $900 per $1,000 principal amount note, subject to the credit risk of JPMorgan Chase & Co.


JPMorgan Structured Investments — TS-6

Capped Notes Linked to the iShares® MSCI Emerging Markets Index Fund