FWP 1 dp32113_fwp-cben.htm FORM FWP
 
 
 
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-177923
Dated August 6, 2012
 

This slide is not for distribution in isolation and must be viewed in
conjunction with the accompanying term sheet, product supplement, prospectus
supplement and prospectus, which further describe the terms, conditions and
risks associated with the notes.

Contingent Buffered Equity Note ("CBEN")
JPMorgan Digital Notes Linked to Citigroup Inc. due August 28, 2013

The notes are designed for investors who seek a fixed return at maturity, and
who anticipate that the Final Stock Price will not be less than the Initial
Stock Price by more than 40.00%

Trade Details/Characteristics
----------------------------- --------------------------------------------------------------------------------
Reference Stock               The common stock, par value $0.01 per share, of Citigroup.Inc
Currency                      USD
Contingent Buffer Amount      40.00%
Digital Return                At least 9.05% (to be determined on the pricing date)
Stock Return                  (Final Stock Price - Initial Stock Price) / Initial Stock Price
Maximum Potential Loss        100.00%
Maturity                      August 28, 2013
Settlement                    Cash
Payment at Maturity           If the Final Stock Price is greater than or equal to the Initial Stock Price, or
                              is less than the Initial Stock Price by up to 40.00%
                              $1,000 + ($1,000 x Digital Return)
                              If the Final Stock Price is less than the Initial Stock Price by more than
                              40.00%
                              $1,000 + ($1,000 x Stock Return)
Initial Stock Price           Closing price of one share of the Reference Stock on the pricing date,
                              divided by the Stock Adjustment Factor
Final Stock Price             Closing price of one share of the Reference Stock on the Observation
                              Date
Observation Date              August 23, 2013

Risk Considerations

[] Your investment in the notes may result in a loss of some or all of your
principal.

[] Your maximum gain on the notes is limited to the Digital Return.

[] Any payment on the notes is subject to the credit risk of JPMorgan Chase and
Co. For information on recent events regarding this risk please see "Recent
Developments" on page TS-1 of the accompanying term sheet.

[] JPMorgan Chase and Co. and its affiliates play a variety of roles in
connection with the issuance of the notes, including acting as calculation agent
and hedging JPMorgan Chase and Co.'s obligations under the notes. Their
interests may be adverse to your interests.

[] The benefit of the Contingent Buffer Amount may terminate on the Observation
Date.

[] Your ability to receive the Digital Return may terminate on the Observation
Date.

[] Certain built-in costs are likely to adversely affect the value of the notes
prior to maturity.

[] No ownership or dividend rights in the Reference Stock.

[] Risk of the closing price of the Reference Stock falling below the Initial
Stock Price by more than the Contingent Buffer Amount is greater if the
Reference Stock is volatile.

[] Lack of liquidity - J.P. Morgan Securities LLC intends to offer to purchase
the notes in the secondary market but is not required to do so. Even if there is
a secondary market, it may not provide enough liquidity to allow you to trade or
sell the notes easily.

[] Anti-dilution Protection - The calculation agent will make adjustments to
the Stock Adjustment Factor for certain corporate events affecting the
Reference Stock. However, the calculation agent will not make an adjustment in
response to all events and is under no obligation to do so or to consider your
interests as a holder of the notes in making these determinations [] Many
economic factors, such as Reference Stock volatility, time to maturity,
interest rates and creditworthiness of the issuer, will impact the value of the
notes prior to maturity.

Hypothetical Payout For CBEN
[GRAPHIC OMITTED]

The graph above demonstrates the hypothetical total return on the notes at
maturity for a subset of Underlying Returns detailed in the table below. Your
investment may result in a loss of all of your principal at maturity.

Final Stock Price Stock Return Total Return
================= ============ ============
    $42.00          50.00%       9.05%
    $40.60          45.00%       9.05%
    $36.40          30.00%       9.05%
    $32.20          15.00%       9.05%
    $30.80          10.00%       9.05%
    $29.40          5.00%        9.05%
    $28.70          2.50%        9.05%
----------------- ------------ ------------
    $28.00          0.00%        9.05%
----------------- ------------ ------------
    $26.60          -5.00%       9.05%
    $25.20          -10.00%      9.05%
    $22.40          -20.00%      9.05%
    $16.80          -40.00%      9.05%
    $16.80          -40.01%     -40.01%
    $14.00          -50.00%     -50.00%
    $0.00          -100.00%     -100.00%

The table and charts above assumes an Initial Stock Price of $28. The actual
Initial Stock Price will be set on the pricing date.

The numbers appearing in the table and footnote above have been rounded for ease
of analysis.

SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration statement
and the other documents relating to this offering that JPMorgan Chase and Co.
has filed with the SEC for more complete information about JPMorgan Chase and
Co. and this offering. You may get these documents without cost by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase and Co.,
any agent or any dealer participating in the this offering will arrange to send
you the prospectus, the prospectus supplement as well as any relevant product
supplement, underlying supplement and term sheet if you so request by calling
toll-free 866-535-9248.

IRS Circular 230 Disclosure: JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, any discussion of U.S. tax matters contained
herein (including any attachments) is not intended or written to be used, and
cannot be used, in connection with the promotion, marketing or recommendation by
anyone unaffiliated with JPMorgan Chase and Co. of any of the matters address
herein or for the purpose of avoiding U.S. tax-related penalties. Investment
suitability must be determined individually for each investor, and the financial
instruments described herein may not be suitable for all investors. The products
described herein should generally be held to maturity as early unwinds could
result in lower than anticipated returns. This information is not intended to
provide and should not be relied upon as providing accounting, legal, regulatory
or tax advice. Investors should consult with their own advisors as This material
is not a product of J.P. Morgan Research Departments. J.P. Morgan is the
marketing name for JPMorgan Chase and Co. and its subsidiaries and affiliates
worldwide. J.P. Morgan Securities LLC. is a member of FINRA, NYSE and SIPC.
Clients should contact their salespersons at, and execute transactions through,
a J.P. Morgan entity qualified in their home jurisdiction unless governing law
permits otherwise.

Filed pursuant to Rule 433
Registration Statement No: 333-177923
Dated: August 06, 2012


 
 
 

 
 
 


Risk Considerations

The risk considerations identified below are not exhaustive. Please see the
accompanying term sheet, and product supplement for a more detailed discussion
of risks, conflicts of interest and tax consequences associated with an
investment in the notes.

RESTATEMENT AND NON-RELIANCE OF OUR PREVIOUSLY FILED INTERIM FINANCIAL
STATEMENTS FOR THE FIRST QUARTER OF 2012 -- On July 13, 2012, we reported that
we had reached a determination to restate our previously filed interim financial
statements for the first quarter of 2012 and that our previously filed interim
financial statements for the first quarter of 2012 should not be relied upon. As
a result, we will be filing an amendment to our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012. When making an investment decision to
purchase the notes, you should not rely on our interim financial statements for
the first quarter of 2012 until we file an amendment to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2012. See "Recent Developments" in the
accompanying term sheet and Item 4.02(a) of our Current Report on Form 8-K dated
July 13, 2012.

YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS OF SOME OR ALL OF YOUR
PRINCIPAL - The notes do not guarantee any return of principal. The return on
the notes at maturity is linked to the performance of the Reference Stock and
will depend on whether, and the extent to which, the Stock Return is positive or
negative. If the Final Strike Price is less than the Initiial Stock Price by
more than 40%, for every 1% that the Final Stock Price is less than the Initial
Stock Price, you will lose an amount equal to 1% of the principal amount of your
notes. Under these circumstances, you will lose more than 40.00% of your initial
investment and may lose all of your initial investment at maturity.

YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE DIGITAL RETURN - If the Final
Stock Price is greater than or equal to the the Initial Stock Price or is less
than the Initial Stock Price by up to 40% for each $1,000 principal amount note,
you will receive at maturity $1,000 plus an additional return that will not
exceed a predetermined percentage which we refer to as the Digital Return,
regardless of the appreciation in the Reference Stock, which may be significant.
The Digital Return will be set on the pricing date and will not be less than
9.05% .

CREDIT RISK OF JPMORGAN CHASE and CO. - The notes are subject to the credit risk
of JPMorgan Chase and Co., and our credit ratings and credit spreads may
adversely affect the market value of the notes. Investors are dependent on
JPMorgan Chase and Co.'s ability to pay all amounts due on the notes, and
therefore investors are subject to our credit risk and to changes in the
market's view of our creditworthiness. Any decline in our credit ratings or
increase in the credit spreads charged by the market for taking our credit risk
is likely to adversely affect the value of the notes. If we were to default on
our payment obligations, you may not receive any amounts owed to you under the
notes and you could lose your entire investment. In particular, on June 21,
2012, Moody's Investors Services downgraded our long-term senior debt rating to
"A2" from "Aa3" as part of its review of 15 banks and securities firms with
global capital markets operations. Moody's also maintained its "negative"
outlook on us, indicating the possibility of a further downgrade. In addition,
on May 11, 2012, Fitch Ratings downgraded our long-term senior debt rating to
"A+" from "AA-" and placed us on negative rating watch for a possible further
downgrade, and Standard and Poor's Ratings Services changed its outlook on us to
"negative" from "stable," indicating the possibility of a future downgrade.
These downgrades may adversely affect our credit spreads and the market value of
the notes. See "Risk Factors" in our annual report on Form 10-K for the year
ended December 31, 2011.

In addition, on July 13, 2012, we reported that we had reached a determination
to restate our previously filed interim financial statements for the first
quarter of 2012. The restatement relates to valuations of certain positions in
the synthetic credit portfolio of our Chief Investment Office. We also reported,
on July 13, 2012, management's determination that a material weakness existed in
our internal control over financial reporting at March 31, 2012.

The reported trading losses have led to heightened regulatory scrutiny, and any
future losses related to these positions and the material weakness in our
internal control over financial reporting may lead to additional regulatory or
legal proceedings against us and may adversely affect our credit ratings and
credit spreads and, as a result, the market value of the notes. See "Recent
Developments" in the accompanying term sheet and Item 4.02(a) of our Current
Report on Form 8-K dated July 13, 2012 for further discussion.

POTENTIAL CONFLICTS - JPMorgan Chase and Co. and its affiliates may play a
variety of roles in connection with the issuance of the notes, including acting
as calculation agent and hedging JPMorgan Chase and Co.'s obligations under the
notes. In performing these duties, the economic interests of JPMorgan Chase and
Co. and the calculation agent and other affiliates of JPMorgan Chase and Co. are
potentially adverse to your interests as an investor in the notes. It is
possible that these hedging activities or other trading activities of JPMorgan
Chase and Co. or its affiliates could result in substantial returns for JPMorgan
Chase and Co. or its affiliates while the value of the notes declines.

THE BENEFIT PROVIDED BY THE CONTINGENT BUFFER AMOUNT MAY TERMINATE ON THE
OBSERVATION DATE - If the Final Stock Price is less than the Initial Stock Level
by more than the Contingent Buffer Amount of 40.00%, the benefit provided by the
Contingent Buffer Amount will terminate and you will be fully exposed to any
depreciation in the Reference Stock. We refer to this feature as a a contingent
buffer. As a result, your investment in the notes may not perform as well as an
investment in a security with a return that includes a non-contingent buffer.

CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES
PRIOR TO MATURITY - While any payment on the notes described in this term sheet
is based on the full principal amount of your notes, the original issue price of
the notes includes the agent's commission and the estimated cost of hedging our
obligations under the notes. As a result, and as a general matter, the price, if
any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, will be
willing to purchase notes from you in secondary market transactions, if at all,
will likely be lower than the original issue price and any sale prior to the
maturity date could result in a substantial loss to you. This secondary market
price will also be affected by a number of factors aside from the agent's
commission and hedging costs, including those set forth under "Many Economic and
Market Factors Will Impact the Value of the Notes" below. The notes are not
designed to be short-term trading instruments. Accordingly, you should be able
and willing to hold your notes to maturity.

LACK OF LIQUIDITY - The notes will not be listed on any securities exchange.
JPMS intends to offer to purchase the notes in the secondary market but is not
required to do so. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the notes easily. Because other
dealers are not likely to make a secondary market for the notes, the price at
which you may be able to trade your notes is likely to depend on the price, if
any, at which JPMS is willing to buy the notes.

NO OWNERSHIP OR DIVIDEND RIGHTS IN THE REFERENCE STOCK - As a holder of the
notes, you will not have any ownership interest or rights in the Reference
Stock, such as voting rights or dividend payments. In addition, the issuer of
the Reference Stock will not have any obligation to consider your interests as a
holder of the notes in taking any corporate action that might affect the value
of the Reference Stock and the notes.

RISK OF THE CLOSING PRICE OF THE REFERENCE STOCK FALLING BELOW THE CONTINGENT
BUFFER AMOUNT IS GREATER IF THE CLOSING PRICE OF THE REFERENCE STOCK IS VOLATILE
- The likelihood of the closing price of one share of the Reference Stock
falling the Initial Stock Price by more than the Contingent Buffer Amount will
depend in large part on the volatility of the closing price of the Reference
Stock - the frequency and magnitude of changes in the closing price of the
Reference Stock.

HEDGING AND TRADING IN THE REFERENCE STOCK - While the notes are outstanding, we
or any of our affiliates may carry out hedging activities related to the notes,
including in the Reference Stock or Instruments related to the Reference Stock.
We and our affiliates may also trade in the Reference Stock or instruments
related to the Reference Stock from time to time. Any of these hedging or
trading activities as of the pricing date and during the term of the notes could
adversely affect our payment to you at maturity. It is possible that these
hedging or trading activities could result in substantial returns for us or our
affiliates while the value of the notes declines.

THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE
DISCRETIONARY - The calculation agent will make adjustments to the Stock
Adjustment Factor for certain corporate events affecting the Reference Stock,
However the calculation agent will not make an adjustment in response to all
events that could affect the Reference Stock. If an event occurs that does not
require the calculation agent to make an adjustment, the value of the notes may
be materially and adversely affected. you should also be aware that the
calculation agent may make adjustments in response to events that are not
described in the accompanying product supplement to account for any diluting or
concentrative effect, but the calculation agent is under no obligation to do so
or to consider your interests as a holder of the notes in making these
determinations.

MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES - In
addition to the closing price of the one share of the Reference Stock on any
day, the value of the notes will be impacted by a number of economic and market
factors that may either offset or magnify each other including the actual and
expected volatility in the closing price of the Reference Stock: time to
maturity of the notes; the dividend rate of the Reference Stock; whether a
Contingent event is expected to occur; interest and yield rates in the market
generally; a variety of economic, political, regulatory, and judicial events;
and the credit worthiness of JPMorgan Chase and Co.

The notes are not bank deposits and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.

Calculations and determinations will be made in the sole discretion of JPMS, as
calculation agent, and may be potentially adverse to your interests as an
investor in the notes.