Term
sheet
To prospectus dated November 7, 2014,
prospectus supplement dated November 7, 2014,
product supplement no. 2a-I dated November 7, 2014 and
underlying supplement no. 1a-I dated November 7,
2014
|
Term Sheet to
Product Supplement No. 2a-I
Registration Statement No. 333-199966
Dated July 23, 2015; Rule 433 |
|
Structured Investments |
$
Auto Callable Contingent Interest Notes Linked
to the S&P GSCI™ Crude Oil Index Excess Return due July 26, 2018
|
General
| · | The notes are designed for investors who seek a Contingent Interest
Payment if, on any of the Review Dates, the closing level of the Index on that Review Date is greater than or equal to 75% of the
Initial Index Level, which we refer to as the Interest Barrier. Investors should be willing to forgo fixed interest payments, in
exchange for the opportunity to receive Contingent Interest Payments. |
| · | Investors in the notes should be willing to accept the risk of losing
some or all of their principal if a Trigger Event (as defined below) has occurred and the risk that no Contingent Interest Payment
may be made with respect to some or all Review Dates. |
| · | The notes will be automatically called if the closing level of the
Index on any Review Date (other than the first eleven Review Dates and the final Review Date) is greater than or equal to the Initial
Index Level. The earliest date on which an automatic call may be initiated is July 25, 2016. |
| · | The notes are unsecured and unsubordinated obligations of JPMorgan
Chase & Co. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
Key Terms
Index: |
The S&P GSCI™ Crude Oil Index Excess Return (Bloomberg ticker: SPGCCLP) |
Contingent Interest Payments: |
If the notes have not been automatically called and the closing
level of the Index on any Review Date is greater than or equal to the Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $8.00* (equivalent to an interest
rate of at least 9.60%* per annum, payable at a rate of at least 0.80%* per month).
If the closing level of the Index on any Review Date is less
than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
|
Interest Barrier / Trigger Level: |
An amount that represents 75% of the Initial Index Level |
Contingent Interest Rate: |
At least 9.60%* per annum, payable at a rate of at least 0.80%*
per month, if applicable
*The actual Contingent Interest
Rate will be provided in the pricing supplement and will not be less than 9.60% per annum.
|
Automatic Call: |
If the closing level of the Index on any Review Date (other than the first eleven Review Dates and the final Review Date) is greater than or equal to the Initial Index Level, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date, payable on the applicable Call Settlement Date. |
Payment at Maturity: |
If the notes have not been automatically called and a Trigger Event has not occurred, you will receive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the final Review Date. |
If the notes have not been automatically called and a Trigger
Event has occurred, at maturity you will lose 1.3333% of the principal amount of your notes for every 1% that the
Ending Index Level is less than the Initial Index Level by more than the Buffer Amount. Under these circumstances, your payment
at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return
+ Buffer Amount) × Downside Leverage Factor]
If the notes have not been automatically called and a Trigger
Event has occurred, you will lose some or all of your principal amount at maturity and could lose up to the entire principal amount
of your notes at maturity.
|
Trigger Event: |
A Trigger Event occurs if the Ending Index Level is less than the Trigger Level. |
Buffer Amount: |
25% |
Downside Leverage Factor: |
1.3333 |
Index Return: |
Ending Index Level – Initial Index Level
Initial Index
Level
|
Initial Index Level: |
The closing level of the Index on the Pricing Date |
Ending Index Level: |
The closing level of the Index on the final Review Date |
Pricing Date: |
On or about July 23, 2015 |
Original Issue Date (Settlement Date): |
On or about July 28, 2015 |
Review Dates†: |
August 24, 2015, September 23, 2015, October 23, 2015, November 23, 2015, December 23, 2015, January 25, 2016, February 23, 2016, March 23, 2016, April 25, 2016, May 23, 2016, June 23, 2016, July 25, 2016, August 23, 2016, September 23, 2016, October 24, 2016, November 23, 2016, December 23, 2016, January 23, 2017, February 23, 2017, March 23, 2017, April 24, 2017, May 23, 2017, June 23, 2017, July 24, 2017, August 23, 2017, September 25, 2017, October 23, 2017, November 24, 2017, December 26, 2017, January 23, 2018, February 23, 2018, March 23, 2018, April 23, 2018, May 23, 2018, June 25, 2018 and July 23, 2018 (the final Review Date) |
Interest Payment Dates†: |
August 27, 2015, September 28, 2015, October 28, 2015, November 27, 2015, December 29, 2015, January 28, 2016, February 26, 2016, March 28, 2016, April 28, 2016, May 26, 2016, June 28, 2016, July 28, 2016, August 26, 2016, September 28, 2016, October 27, 2016, November 29, 2016, December 29, 2016, January 26, 2017, February 28, 2017, March 28, 2017, April 27, 2017, May 26, 2017, June 28, 2017, July 27, 2017, August 28, 2017, September 28, 2017, October 26, 2017, November 29, 2017, December 29, 2017, January 26, 2018, February 28, 2018, March 28, 2018, April 26, 2018, May 29, 2018, June 28, 2018 and the Maturity Date |
Call Settlement Date†: |
If the notes are automatically called on any Review Date (other than the first eleven Review Dates and the final Review Date), the first Interest Payment Date immediately following that Review Date |
Maturity Date†: |
July 26, 2018 |
CUSIP: |
48125UUB6 |
| † | Subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes
— Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Index”
and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement no. 2a-I
or early acceleration in the event of a commodity hedging disruption event as described under “General Terms of Notes —
Consequences of a Commodity Hedging Disruption Event — Acceleration of the Notes” in the accompanying product supplement
no. 2a-I and in “Selected Risk Considerations — We May Accelerate Your Notes If a Commodity Hedging Disruption Event
Occurs” in this term sheet |
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page PS-8 of the accompanying product supplement no. 2a-I, “Risk Factors” beginning on
page US-2 of the accompanying underlying supplement no. 1a-I and “Selected Risk Considerations” beginning on page TS-2
of this term sheet.
Neither the Securities and Exchange Commission (the “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, underlying supplement, prospectus supplement and prospectus. Any representation
to the contrary is a criminal offense.
|
Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Issuer |
Per note |
$1,000 |
$ |
$ |
Total |
$ |
$ |
$ |
| (1) | See “Supplemental Use of Proceeds” in this term sheet for information about the components of the price to public
of the notes. |
| (2) | J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. If the notes priced today, the selling commissions
would be approximately $1.00 and in no event will these selling commissions exceed $2.50 per $1,000 principal amount note. See
“Plan of Distribution (Conflicts of Interest)” beginning on page PS-79 of the accompanying product supplement no. 2a-I. |
If the notes priced today,
the estimated value of the notes as determined by JPMS would be approximately $969.70 per $1,000 principal amount note. JPMS’s
estimated value of the notes, when the terms of the notes are set, will be provided by JPMS in the pricing supplement and will
not be less than $960.00 per $1,000 principal amount note. See “JPMS’s Estimated Value of the Notes” in
this term sheet for additional information.
The notes are not bank deposits, are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
July 23, 2015
Additional Terms Specific to the
Notes
JPMorgan Chase & Co. has filed a registration
statement (including a prospectus) with the 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. 2a-I,
underlying supplement no. 1a-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, as supplemented by the prospectus supplement, each dated November 7, 2014 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. 2a-I dated November 7, 2014
and underlying supplement no. 1a-I dated November 7, 2014. 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. 2a-I and “Risk Factors” in the accompanying
underlying supplement no. 1a-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):
| · | Product supplement no. 2a-I dated November
7, 2014: |
http://www.sec.gov/Archives/edgar/data/19617/000089109214008404/e61363_424b2.pdf
| · | Underlying
supplement no. 1a-I dated November 7, 2014 |
http://www.sec.gov/Archives/edgar/data/19617/000089109214008410/e61337_424b2.pdf
| · | Prospectus
supplement and prospectus, each dated November 7, 2014: |
http://www.sec.gov/Archives/edgar/data/19617/000089109214008397/e61348_424b2.pdf
Our Central Index Key, or CIK, on the SEC website
is 19617. As used in this term sheet, “we,” “us” and “our” refer to JPMorgan Chase & Co.
Supplemental Terms of the Notes
For purposes of the notes offered by this term sheet, the consequences
of a commodity hedging disruption event are described under “General Terms of Notes — Consequences of a Commodity Hedging
Disruption Event — Acceleration of the Notes” in the accompanying product supplement no. 2a-I
The notes are not commodity futures contracts or swaps and
are not regulated under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”). The notes
are offered pursuant to an exemption from regulation under the Commodity Exchange Act, commonly known as the hybrid instrument
exemption, that is available to securities that have one or more payments indexed to the value, level or rate of one or more commodities,
as set out in section 2(f) of that statute. Accordingly, you are not afforded any protection provided by the Commodity Exchange
Act or any regulation promulgated by the Commodity Futures Trading Commission.
JPMorgan Structured Investments — | TS-1 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
Selected Purchase Considerations
| · | MONTHLY CONTINGENT INTEREST PAYMENTS — The notes offer
the potential to earn a Contingent Interest Payment in connection with each monthly Review Date of at least $8.00* per $1,000 principal
amount note (equivalent to an interest rate of at least 9.60%* per annum, payable at a rate of at least 0.80%* per month). If the
notes have not been automatically called and the closing level of the Index on any Review Date is greater than or equal to the
Interest Barrier, you will receive a Contingent Interest Payment on the applicable Interest Payment Date. If the closing level
of the Index on any Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to
that Review Date. If payable, a Contingent Interest Payment will be made to the holders of record at the close of business on the
business day immediately preceding the applicable Interest Payment Date. Because the notes are our unsecured and unsubordinated
obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due. |
*The actual Contingent Interest Rate
will be provided in the pricing supplement and will not be less than 9.60% per annum.
| · | POTENTIAL EARLY EXIT AS A RESULT OF THE AUTOMATIC CALL FEATURE
— If the closing level of the Index on any Review Date (other than the first eleven Review Dates and the final Review Date)
is greater than or equal to the Initial Index Level, your notes will be automatically called prior to the Maturity Date. Under
these circumstances, you will receive a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment applicable to that Review Date, payable on the applicable Call Settlement Date. |
| · | THE NOTES DO NOT GUARANTEE THE RETURN OF YOUR PRINCIPAL IF THE NOTES
HAVE NOT BEEN AUTOMATICALLY CALLED — If the notes have not been automatically called, we will pay you your principal
back at maturity only if a Trigger Event has not occurred. However, if the notes have not been automatically called and a Trigger
Event has occurred, you will lose some or all of your principal amount at maturity. |
| · | RETURN LINKED TO THE S&P
GSCITM Crude Oil Index Excess Return — The return on the notes is linked to the S&P GSCI™
Crude Oil Index Excess Return, a sub-index of the S&P GSCI™, a composite index of commodity sector returns, calculated,
maintained and published daily by S&P Dow Jones Indices LLC. The S&P GSCI™ is a world production-weighted index that
is designed to reflect the relative significance of principal non-financial commodities (i.e., physical commodities) in
the world economy. The S&P GSCI™ represents the return of a portfolio of the futures contracts for the underlying commodities.
The S&P GSCI™ Crude Oil Index Excess Return references the front-month West Texas Intermediate (“WTI”) crude
oil futures contract (i.e., the WTI crude futures contract generally closest to expiration) traded on the New York Mercantile
Exchange (the “NYMEX”). The S&P GSCI™ Crude Oil Index Excess Return provides investors with a publicly available
benchmark for investment performance in the crude oil commodity markets. The S&P GSCI™ Crude Oil Index Excess Return
is an excess return index and not a total return index. An excess return index reflects the returns that are potentially available
through an unleveraged investment in the contracts composing the index (which, in the case of the Index, are the designated crude
oil futures contracts). By contrast, a “total return” index, in addition to reflecting those returns, also reflects
interest that could be earned on funds committed to the trading of the underlying futures contracts. See “The S&P GSCITM
Indices” in the accompanying underlying supplement no. 1a-I. |
| · | TAX TREATMENT — You should review carefully the
section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 2a-I. In
determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward
contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the
section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated
as Prepaid Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement no. 2a-I. Based on
the advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that
there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or
loss on the notes could be materially affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments
on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses
in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments and
the relevance of factors such as the nature of the underlying property to which the instruments are linked. While the notice requests
comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially affect the tax consequences of an investment in the notes, possibly with retroactive effect. You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by this notice. |
Non-U.S. Holders — Tax Considerations.
The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to
take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is
provided), a withholding agent may nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible
reduction of that rate under an applicable income tax treaty), unless income from your notes is effectively connected with your
conduct of a trade or business in the United States (and, if an applicable treaty so requires, attributable to a permanent establishment
in the United States). If you are not a United States person, you are urged to consult your tax adviser regarding the U.S. federal
income tax consequences of an investment in the notes in light of your particular circumstances.
FATCA. Withholding under legislation commonly
referred to as “FATCA” could apply to payments on the notes, and (if they are recharacterized, in whole or in part,
as debt instruments) could also apply to the payment of gross proceeds of a sale of a note occurring after December 31, 2016 (including
an early redemption or redemption at maturity). You should consult your tax adviser regarding the potential application of FATCA
to the notes.
In the event of any withholding on the notes, we will
not be required to pay any additional amounts with respect to amounts so withheld.
JPMorgan Structured Investments — | TS-2 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
Selected Risk
Considerations
An investment in the notes involves significant
risks. Investing in the notes is not equivalent to investing directly in the Index, any of the futures contracts underlying the
Index, the commodity to which those commodity futures contracts relate or any futures contracts or exchange-traded or over-the-counter
instruments based on, or other instruments related to, any of the foregoing. These risks are explained in more detail in the “Risk
Factors” section of the accompanying product supplement no. 2a-I and the “Risk Factors” section of the accompanying
underlying supplement no. 1a-I.
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT
IN A LOSS — The notes do not guarantee any return of principal. If the notes have not been automatically called and a
Trigger Event has occurred, you will lose 1.3333% of your principal amount at maturity for every 1% that the Ending Index Level
is less than the Initial Index Level by more than the Buffer Amount. Accordingly, under these circumstances, you will lose some
or all of your principal amount at maturity. |
| · | THE NOTES DO NOT GUARANTEE THE PAYMENT
OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL — The terms of the notes differ from those of conventional debt securities
in that, among other things, whether we pay interest is linked to the performance of the Index. If the notes have not been automatically
called, we will make a Contingent Interest Payment with respect to a Review Date only if the closing level of the Index on that
Review Date is greater than or equal to the Interest Barrier. If the closing level of the Index on that Review Date is less than
the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date, and the Contingent Interest
Payment that would otherwise have been payable with respect to that Review Date will not be accrued and subsequently paid. Accordingly,
if the closing level of the Index on each Review Date is less than the Interest Barrier, you will not receive any interest payments
over the term of the notes. |
| · | CREDIT RISK OF JPMORGAN CHASE &
CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads
may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to
pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit spreads, as determined 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. |
| · | THE AUTOMATIC CALL FEATURE MAY FORCE
A POTENTIAL EARLY EXIT — If the notes are automatically called, the amount of Contingent Interest Payments made on the
notes may be less than the amount of Contingent Interest Payments that might have been payable if the notes were held to maturity,
and, for each $1,000 principal amount note, you will receive on the applicable Call Settlement Date $1,000 plus the Contingent
Interest Payment applicable to the relevant Review Date. |
| · | REINVESTMENT RISK — If your
notes are automatically called, the term of the notes may be reduced to as short as one year and you will not receive any Contingent
Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able to reinvest the proceeds
from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk in the
event the notes are automatically called prior to the Maturity Date. |
| · | THE APPRECIATION POTENTIAL OF THE
NOTES IS LIMITED, AND YOU WILL NOT PARTICIPATE IN ANY APPRECIATION IN THE VALUE OF THE INDEX — The appreciation potential
of the notes is limited to the sum of any Contingent Interest Payments that may be paid over the term of the notes, regardless
of any appreciation in the value of the Index, which may be significant. You will not participate in any appreciation in the value
of the Index. Accordingly, the return on the notes may be significantly less than the return on a direct investment in the Index
during the term of the notes. |
| · | POTENTIAL CONFLICTS — We
and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent
and as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine
the pricing of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as JPMS’s
estimated value. In performing these duties, our economic interests and the economic interests of the calculation agent and other
affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities,
including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect
any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates
in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines.
Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement
no. 2a-I for additional information about these risks. |
| · | JPMS’S ESTIMATED VALUE OF THE
NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — JPMS’s estimated value is only
an estimate using several factors. The original issue price of the notes will exceed JPMS’s estimated value because costs
associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include
the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “JPMS’s Estimated
Value of the Notes” in this term sheet. |
| · | JPMS’S ESTIMATED VALUE DOES
NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES — JPMS’s estimated value of
the notes is determined by reference to JPMS’s internal pricing models when the terms of the notes are set. This estimated
value is based on market conditions and other relevant factors existing at that time and JPMS’s assumptions about market
parameters, which can include volatility, |
JPMorgan Structured Investments — | TS-3 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
| |
interest rates and other factors. Different pricing models and assumptions
could provide valuations for notes that are greater than or less than JPMS’s estimated value. In addition, market conditions
and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value
of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest
rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from
you in secondary market transactions. See “JPMS’s Estimated Value of the Notes” in this term sheet. |
| · | JPMS’S ESTIMATED VALUE IS NOT
DETERMINED BY REFERENCE TO CREDIT SPREADS FOR OUR CONVENTIONAL FIXED-RATE DEBT — The internal funding rate used in the
determination of JPMS’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate
debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt.
If JPMS were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms
of the notes to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the
terms of the notes and any secondary market prices of the notes. See “JPMS’s Estimated Value of the Notes” in
this term sheet. |
| · | THE VALUE OF THE NOTES AS PUBLISHED
BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN JPMS’S THEN-CURRENT ESTIMATED VALUE
OF THE NOTES FOR A LIMITED TIME PERIOD — We generally expect that some of the costs included in the original issue price
of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will
decline to zero over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances,
estimated hedging costs and our secondary market credit spreads for structured debt issuances. See “Secondary Market Prices
of the Notes” in this term sheet for additional information relating to this initial period. Accordingly, the estimated value
of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown
on your customer account statements). |
| · | SECONDARY MARKET PRICES OF THE NOTES
WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — Any secondary market prices of the notes will likely
be lower than the original issue price of the notes because, among other things, secondary market prices take into account our
secondary market credit spreads for structured debt issuances and, also, because secondary market prices (a) exclude selling commissions
and (b) may exclude projected hedging profits, if any, and estimated hedging costs that are included in the original issue price
of the notes. As a result, the price, if any, at which JPMS will be willing to buy notes from you in secondary market transactions,
if at all, is likely to be lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial
loss to you. See the immediately following risk consideration for information about additional factors that will impact any secondary
market prices of the notes. |
The notes are not designed
to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity. See “—
Lack of Liquidity” below.
| · | SECONDARY MARKET PRICES OF THE NOTES
WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — The secondary market price of the notes during their term will
be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions,
projected hedging profits, if any, estimated hedging costs and the level of the Index, including: |
| · | any actual or potential change in our
creditworthiness or credit spreads; |
| · | customary bid-ask spreads for similarly
sized trades; |
| · | secondary market credit spreads for
structured debt issuances; |
| · | the actual and expected volatility of the Index; |
| · | the time to maturity of the notes; |
| · | supply and demand trends for the commodity upon which the futures contracts
that compose the Index are based or the exchange-traded futures contracts on that commodity; |
| · | the market price of the commodity upon which the futures contracts
that compose the Index are based or the exchange-traded futures contracts on that commodity; |
| · | whether the closing level of the Index
has been, or is expected to be, less than the Interest Barrier on any Review Date and whether a Trigger Event is expected to occur; |
| · | the likelihood of an automatic call being
triggered; |
| · | interest and yield rates in the market
generally; and |
| · | a variety of other economic, financial,
political, regulatory, geographical, meteorological and judicial events. |
Additionally, independent pricing
vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your
notes in the secondary market.
| · | WE MAY ACCELERATE YOUR NOTES IF A COMMODITY HEDGING DISRUPTION EVENT
OCCURS — If we or our affiliates are unable to effect transactions necessary to hedge our obligations under the notes
due to a commodity hedging disruption event, we may, in our sole and absolute discretion, accelerate the payment on your notes
and pay you an amount determined in good faith and in a commercially reasonable manner by the calculation agent. If the payment
on your notes is accelerated, your investment may result in a loss and you may not be able to reinvest your money in a comparable
investment. Please see “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event — Acceleration
of the Notes” in the accompanying product supplement no. 2a-I for more information. |
JPMorgan Structured Investments — | TS-4 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
| · | COMMODITY FUTURES CONTRACTS ARE SUBJECT TO UNCERTAIN LEGAL AND REGULATORY
REGIMES — The commodity futures contracts that underlie the Index are subject to legal and regulatory regimes that may
change in ways that could adversely affect our ability to hedge our obligations under the notes and affect the level of the Index.
Any future regulatory changes, including but not limited to changes resulting from the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”), may have a substantial adverse effect on the value of your notes. Additionally,
under authority provided by the Dodd-Frank Act, the U.S. Commodity Futures Trading Commission on November 5, 2013 proposed rules
to establish position limits that will apply to 28 agricultural, metals and energy futures contracts and futures, options and swaps
that are economically equivalent to those futures contracts. The limits will apply to a person’s combined position
in futures, options and swaps on the same underlying commodity. The rules also would set new aggregation standards for purposes
of these position limits and would specify the requirements for designated contract markets and swap execution facilitates to impose
position limits on contracts traded on those markets. The rules, if enacted in their proposed form, may reduce liquidity in the
exchange-traded market for those commodity-based futures contracts, which may, in turn, have an adverse effect on any payments
on the notes. Furthermore, we or our affiliates may be unable as a result of those restrictions to effect transactions necessary
to hedge our obligations under the notes resulting in a commodity hedging disruption event, in which case we may, in our sole and
absolute discretion, accelerate the payment on your notes. See “— We May Accelerate Your Notes If a Commodity
Hedging Disruption Event Occurs” above. |
| · | PRICES OF COMMODITY FUTURES CONTRACTS ARE CHARACTERIZED BY HIGH
AND UNPREDICTABLE VOLATILITY, WHICH COULD LEAD TO HIGH AND UNPREDICTABLE VOLATILITY IN THE INDEX — Market prices of the
commodity futures contracts included in the Index tend to be highly volatile and may fluctuate rapidly based on numerous factors,
including the factors that affect the price of the commodity underlying the commodity futures contracts included in the Index.
See “— The Market Price of WTI Crude Oil Will Affect the Value of the Notes” below. The prices of commodities
and commodity futures contracts are subject to variables that may be less significant to the values of traditional securities,
such as stocks and bonds. These variables may create additional investment risks that cause the value of the notes to be more volatile
than the values of traditional securities. As a general matter, the risk of low liquidity or volatile pricing around the maturity
date of a commodity futures contract is greater than in the case of other futures contracts because (among other factors) a number
of market participants take physical delivery of the underlying commodities. Many commodities are also highly cyclical. The high
volatility and cyclical nature of commodity markets may render such an investment inappropriate as the focus of an investment portfolio. |
| · | THE MARKET PRICE OF WTI CRUDE OIL WILL AFFECT THE VALUE OF THE NOTES
— Because the notes are linked to the performance of the Index, which is composed of futures contracts on WTI crude oil,
we expect that generally the market value of the notes will depend in part on the market price of WTI crude oil. The price of WTI
crude oil is primarily affected by the global demand for and supply of crude oil, but is also influenced significantly from time
to time by speculative actions and by currency exchange rates. Crude oil prices are volatile and subject to dislocation. Demand
for refined petroleum products by consumers, as well as the agricultural, manufacturing and transportation industries, affects
the price of crude oil. Crude oil’s end-use as a refined product is often as transport fuel, industrial fuel and in-home
heating fuel. Potential for substitution in most areas exists, although considerations, including relative cost, often limit substitution
levels. Because the precursors of demand for petroleum products are linked to economic activity, demand will tend to reflect economic
conditions. Demand is also influenced by government regulations, such as environmental or consumption policies. In addition to
general economic activity and demand, prices for crude oil are affected by political events, labor activity and, in particular,
direct government intervention (such as embargos) or supply disruptions in major oil producing regions of the world. Such events
tend to affect oil prices worldwide, regardless of the location of the event. Supply for crude oil may increase or decrease depending
on many factors. These include production decisions by the Organization of the Petroleum Exporting Countries (“OPEC”)
and other crude oil producers. Crude oil prices are determined with significant influence by OPEC. OPEC has the potential to influence
oil prices worldwide because its members possess a significant portion of the world’s oil supply. In the event of sudden
disruptions in the supplies of oil, such as those caused by war, natural events, accidents or acts of terrorism, prices of oil
futures contracts could become extremely volatile and unpredictable. Also, sudden and dramatic changes in the futures market may
occur, for example, upon a cessation of hostilities that may exist in countries producing oil, the introduction of new or previously
withheld supplies into the market or the introduction of substitute products or commodities. Crude oil prices may also be affected
by short-term changes in supply and demand because of trading activities in the oil market and seasonality (e.g., weather
conditions such as hurricanes). It is not possible to predict the aggregate effect of all or any combination of these factors. |
| · | A DECISION BY THE NYMEX TO INCREASE MARGIN REQUIREMENTS FOR WTI
CRUDE OIL FUTURES CONTRACTS MAY AFFECT THE LEVEL OF THE INDEX — If the NYMEX increases the amount of collateral required
to be posted to hold positions in the futures contracts on WTI crude oil (i.e., the margin requirements), market participants
who are unwilling or unable to post additional collateral may liquidate their positions, which may cause the level of the Index
to decline significantly. |
| · | THE NOTES DO NOT OFFER DIRECT EXPOSURE TO COMMODITY SPOT PRICES
— The notes are linked to the Index, which tracks commodity futures contracts, not physical commodities (or their spot
prices). The price of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the
spot price of a commodity reflects the immediate delivery value of the commodity. A variety of factors can lead to a disparity
between the expected future price of a commodity and the spot price at a given point in time, such as the cost of storing the commodity
for the term of the futures contract, interest charges incurred to finance the purchase of the commodity and expectations concerning
supply and demand for the commodity. The price movements of a futures contract are typically correlated with the movements of the
spot price of the referenced commodity, but the correlation is generally imperfect and price |
JPMorgan Structured Investments — | TS-5 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
| |
movements in the spot market may not be reflected in the futures market
(and vice versa). Accordingly, the notes may underperform a similar investment that is linked to commodity spot prices. |
| · | THE INDEX MAY BE MORE VOLATILE AND MORE SUSCEPTIBLE TO PRICE FLUCTUATIONS
OR COMMODITY FUTURES CONTRACTS THAN A BROADER COMMODITIES INDEX — The Index may be more volatile and susceptible to price
fluctuations than a broader commodities index, such as the S&P GSCI™. In contrast to the S&P GSCI™, which includes
contracts on crude oil and non-crude oil commodities, the Index comprises contracts only on crude oil. As a result, price volatility
in the contracts included in the Index will likely have a greater impact on the Index than it would on the broader S&P GSCI™.
In addition, because the Index omits principal market sectors composing the S&P GSCI™, it will be less representative
of the economy and commodity markets as a whole and will therefore not serve as a reliable benchmark for commodity market performance
generally. |
| · | OWNING THE NOTES IS NOT THE SAME AS OWNING ANY COMMODITIES OR COMMODITY
FUTURES CONTRACTS — The return on your notes will not reflect the return you would realize if you actually purchased
the futures contracts that compose the Index, the commodities upon which the futures contracts that compose the Index are based,
or exchange-traded or over-the-counter instruments based on the Index. You will not have any rights that holders of such assets
or instruments have. |
| · | HIGHER FUTURES PRICES OF THE COMMODITY
FUTURES CONTRACTS UNDERLYING THE INDEX RELATIVE TO THE CURRENT PRICES OF SUCH CONTRACTS MAY AFFECT THE VALUE OF THE INDEX AND THE
VALUE OF THE NOTES — The Index is composed of futures contracts on physical commodities. Unlike equities, which typically
entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery
of the underlying physical commodity. As the exchange-traded futures contracts that compose the Index approach expiration, they
are replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August may specify
an October expiration. As time passes, the contract expiring in October is replaced with a contract for delivery in November. This
process is referred to as “rolling.” If the market for these contracts is (putting aside other considerations) in “contango,”
where the prices are higher in the distant delivery months than in the nearer delivery months, the purchase of the November contract
would take place at a price that is higher than the price of the October contract, thereby creating a negative “roll
yield.” Contango could adversely affect the value of the Index and thus the value of notes linked to the Index. The futures
contracts underlying the Index have historically been in contango. |
| · | SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE COMMODITY MARKETS
AND RELATED FUTURES MARKETS MAY ADVERSELY AFFECT THE LEVEL OF THE INDEX, AND THEREFORE THE VALUE OF THE NOTES — The commodity
markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the
markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some
foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may occur during a single
day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of
a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has
been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading
in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could
adversely affect the level of the Index and, therefore, the value of your notes. |
| · | THE NOTES ARE LINKED TO AN EXCESS RETURN INDEX AND NOT A TOTAL RETURN
INDEX — The notes are linked to an excess return index and not a total return index. An excess return index, such
as the Index, reflects the returns that are potentially available through an unleveraged investment in the contracts composing
that index. By contrast, a “total return” index, in addition to reflecting those returns, also reflects interest
that could be earned on funds committed to the trading of the underlying futures contracts. |
| · | 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. |
| · | THE FINAL TERMS AND VALUATION OF THE
NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT — The final terms of the notes will be based on relevant market conditions
when the terms of the notes are set and will be provided in the pricing supplement. In particular, each of JPMS’s estimated
value and the Contingent Interest Rate will be provided in the pricing supplement and each may be as low as the applicable minimum
set forth on the cover of this term sheet. Accordingly, you should consider your potential investment in the notes based on the
minimums for JPMS’s estimated value and the Contingent Interest Rate. |
JPMorgan Structured Investments — | TS-6 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
What Are the Payments on the
Notes, Assuming a Range of Performances for the Index?
If the notes have not been previously called
and the closing level of the Index on any Review Date is greater than or equal to the Interest Barrier, you will receive on the
applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $8.00 (equivalent
to an interest rate of at least 9.60% per annum, payable at a rate of at least 0.80% per month). The actual Contingent Interest
Rate will be provided in the pricing supplement and will not be less than 9.60% per annum. If the closing level of the Index on
any Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
We refer to the Interest Payment Date immediately following any Review Date on which the closing level of the Index is less than
the Interest Barrier as a “No-Coupon Date.” The following table assumes a Contingent Interest Rate of 9.60% per annum
and illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the notes
depending on how many No-Coupon Dates occur.
Number of
No-Coupon Dates
|
Total Contingent Coupon Payments |
0 No-Coupon Dates |
$288.00 |
1 No-Coupon Date |
$280.00 |
2 No-Coupon Dates |
$272.00 |
3 No-Coupon Dates |
$264.00 |
4 No-Coupon Dates |
$256.00 |
5 No-Coupon Dates |
$248.00 |
6 No-Coupon Dates |
$240.00 |
7 No-Coupon Dates |
$232.00 |
8 No-Coupon Dates |
$224.00 |
9 No-Coupon Dates |
$216.00 |
10 No-Coupon Dates |
$208.00 |
11 No-Coupon Dates |
$200.00 |
12 No-Coupon Dates |
$192.00 |
13 No-Coupon Dates |
$184.00 |
14 No-Coupon Date |
$176.00 |
15 No-Coupon Dates |
$168.00 |
16 No-Coupon Dates |
$160.00 |
17 No-Coupon Dates |
$152.00 |
18 No-Coupon Dates |
$144.00 |
19 No-Coupon Dates |
$136.00 |
20 No-Coupon Dates |
$128.00 |
21 No-Coupon Dates |
$120.00 |
22 No-Coupon Dates |
$112.00 |
23 No-Coupon Dates |
$104.00 |
24 No-Coupon Dates |
$96.00 |
25 No-Coupon Dates |
$88.00 |
26 No-Coupon Dates |
$80.00 |
27 No-Coupon Date |
$72.00 |
28 No-Coupon Dates |
$64.00 |
29 No-Coupon Dates |
$56.00 |
30 No-Coupon Dates |
$48.00 |
31 No-Coupon Dates |
$40.00 |
32 No-Coupon Dates |
$32.00 |
33 No-Coupon Dates |
$24.00 |
34 No-Coupon Dates |
$16.00 |
35 No-Coupon Dates |
$8.00 |
36 No-Coupon Dates |
$0.00 |
The following table illustrates the hypothetical
payments on the notes in different hypothetical scenarios. Each hypothetical payment set forth below assumes an Initial Index Level
of 240, an Interest Barrier and a Trigger Level of 180 (equal to 75% of the hypothetical Initial Index Level) and a Contingent
Interest Rate of 9.60% per annum (payable at a rate of 0.80% per month) and reflects the Buffer Amount of 25% and the Downside
Leverage Factor of 1.3333. The actual Contingent Interest Rate will be provided in the pricing supplement and will not be less
than 9.60% per annum. Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment
applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of
analysis.
JPMorgan Structured Investments — | TS-7 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
Review Dates Prior to the Final Review Date |
Final Review Date |
Closing Level of the Index at Review Date |
Appreciation / Depreciation of the Index at Review Date |
Payment on Interest Payment Date or Call Settlement Date (1)(2) |
Index Return |
Payment at Maturity If a Trigger Event Has Not Occurred (2)(3) |
Payment at Maturity If a Trigger Event Has Occurred (2)(3) |
432.000 |
80.00% |
$1,008.00 |
80.00% |
$1,008.00 |
N/A |
408.000 |
70.00% |
$1,008.00 |
70.00% |
$1,008.00 |
N/A |
384.000 |
60.00% |
$1,008.00 |
60.00% |
$1,008.00 |
N/A |
360.000 |
50.00% |
$1,008.00 |
50.00% |
$1,008.00 |
N/A |
336.000 |
40.00% |
$1,008.00 |
40.00% |
$1,008.00 |
N/A |
312.000 |
30.00% |
$1,008.00 |
30.00% |
$1,008.00 |
N/A |
288.000 |
20.00% |
$1,008.00 |
20.00% |
$1,008.00 |
N/A |
276.000 |
15.00% |
$1,008.00 |
15.00% |
$1,008.00 |
N/A |
264.000 |
10.00% |
$1,008.00 |
10.00% |
$1,008.00 |
N/A |
252.000 |
5.00% |
$1,008.00 |
5.00% |
$1,008.00 |
N/A |
240.000 |
0.00% |
$1,008.00 |
0.00% |
$1,008.00 |
N/A |
228.000 |
-5.00% |
$8.00 |
-5.00% |
$1,008.00 |
N/A |
216.000 |
-10.00% |
$8.00 |
-10.00% |
$1,008.00 |
N/A |
192.000 |
-20.00% |
$8.00 |
-20.00% |
$1,008.00 |
N/A |
180.000 |
-25.00% |
$8.00 |
-25.00% |
$1,008.00 |
N/A |
168.000 |
-25.01% |
N/A |
-25.01% |
N/A |
$999.867 |
179.976 |
-30.00% |
N/A |
-30.00% |
N/A |
$933.335 |
144.000 |
-40.00% |
N/A |
-40.00% |
N/A |
$800.005 |
120.000 |
-50.00% |
N/A |
-50.00% |
N/A |
$666.675 |
96.000 |
-60.00% |
N/A |
-60.00% |
N/A |
$533.345 |
72.000 |
-70.00% |
N/A |
-70.00% |
N/A |
$400.015 |
48.000 |
-80.00% |
N/A |
-80.00% |
N/A |
$266.685 |
24.000 |
-90.00% |
N/A |
-90.00% |
N/A |
$133.355 |
0.000 |
-100.00% |
N/A |
-100.00% |
N/A |
$0.000 |
| (1) | The notes will be automatically called if the closing level of the Index on any Review Date (other than the first eleven Review
Dates and the final Review Date) is greater than or equal to the Initial Index Level. |
| (2) | You will receive a Contingent Interest Payment in connection with a Review Date if the closing level of the Index on that Review
Date is greater than or equal to the Interest Barrier. |
| (3) | A Trigger Event occurs if the Ending Index Level is less than the Trigger Level. |
Hypothetical Examples of Amounts
Payable on the Notes
The following examples illustrate how payments on
the notes in different hypothetical scenarios are calculated.
Example 1: Contingent Interest Payments are paid
in connection with one of the Review Dates preceding the thirteenth Review Date, the closing level of the Index is less than the
Initial Index Level of 240 on each of the Review Dates preceding the thirteenth Review Date and the closing level of the Index
increases from the Initial Index Level of 240 to a closing level of 288 on the thirteenth Review Date. The investor receives
a payment of $8.00 per $1,000 principal amount note in connection with one of the Review Dates preceding the thirteenth Review
Date, but the notes are not automatically called on any of the Review Dates preceding the thirteenth Review Date because the notes
are not automatically callable before the twelfth Review Date and the closing level of the Index is less than the Initial Index
Level on the twelfth Review Date. Because the closing level of the Index on the thirteenth Review Date is greater than the Interest
Barrier, the investor is entitled to receive a Contingent Interest Payment in connection with the thirteenth Review Date. In addition,
because the closing level of the Index on the thirteenth Review Date is greater than the Initial Index Level, the notes are automatically
called. Accordingly, the investor receives a payment of $1,008.00 per $1,000 principal amount note on the relevant Call Settlement
Date, consisting of a Contingent Interest Payment of $8.00 per $1,000 principal amount note and repayment of principal equal to
$1,000 per $1,000 principal amount note. As a result, the total amount paid on the notes over the term of the notes is $1,016 per
$1,000 principal amount note.
Example 2: The notes have not been automatically
called prior to maturity, Contingent Interest Payments are paid in connection with each of the Review Dates preceding the final
Review Date and the closing level of the Index increases from the Initial Index Level of 240 to an Ending Index Level of 288 —
A Trigger Event has not occurred. The investor receives a payment of $8.00 per $1,000 principal amount note in connection with
each of the Review Dates preceding the final Review Date. Because the notes have not been automatically called prior to maturity
and a Trigger Event has not occurred, the investor receives at maturity a payment of $1,008.00 per $1,000 principal amount note.
This payment consists of a Contingent Interest Payment of $8.00 per $1,000 principal amount note and repayment of principal equal
to $1,000 per $1,000 principal amount note. The total amount paid on the notes over the term of the notes is $1,288 per $1,000
principal amount note. This represents the maximum total payment an investor may receive over the term of the notes.
Example 3: The notes have not been automatically
called prior to maturity, Contingent Interest Payments are paid in connection with four of the Review Dates preceding the final
Review Date and the closing level of the Index
JPMorgan Structured Investments — | TS-8 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
decreases from the Initial Index Level of 240
to an Ending Index Level of 180 — A Trigger Event has not occurred. The investor receives a payment of $8.00 per $1,000
principal amount note in connection with four of the Review Dates preceding the final Review Date. Because the notes have not been
automatically called prior to maturity and a Trigger Event has not occurred, even though the Ending Index Level is less than the
Initial Index Level, the investor receives at maturity a payment of $1,008.00 per $1,000 principal amount note. This payment
consists of a Contingent Interest Payment of $8.00 per $1,000 principal amount note and repayment of principal equal to $1,000
per $1,000 principal amount note. The total amount paid on the notes over the term of the notes is $1,040 per $1,000 principal
amount note.
Example 4: The notes have not been automatically
called prior to maturity, Contingent Interest Payments are paid in connection with each of the Review Dates preceding the final
Review Date, and the closing level of the Index decreases from the Initial Index Level of 240 to an Ending Index Level of 96 —
A Trigger Event has occurred. The investor receives a payment of $8.00 per $1,000 principal amount note in connection with
each of the Review Dates preceding the final Review Date. Because the notes have not been automatically called prior to maturity,
a Trigger Event has occurred and the Index Return is -60%, the investor receives at maturity a payment of $533.345 per $1,000 principal
amount note, calculated as follows:
$1,000 + [$1,000 × (-60% +
25%) × 1.3333] = $533.345
The total amount paid on the notes over the term of
the notes is $813.333 per $1,000 principal amount note.
Example 5: The notes have not been automatically
called prior to maturity, no Contingent Interest Payments are paid in connection with the Review Dates preceding the final Review
Date and the closing level of the Index decreases from the Initial Index Level of 240 to an Ending Index Level of 72 — A
Trigger Event has occurred. Because the notes have not been automatically called prior to maturity, no Contingent Interest
Payments are paid in connection with the Review Dates preceding the final Review Date, a Trigger Event has occurred and the Index
Return is -70%, the investor receives no payments over the term of the notes, other than a payment at maturity of $400.15 per $1,000
principal amount note, calculated as follows:
$1,000 + [$1,000 × (-70% +
25%) × 1.3333] = $400.15
The hypothetical payments on the notes shown above
apply only if you hold the notes for their entire term or until automatically called. These hypotheticals 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 payments shown above would likely be lower.
JPMorgan Structured Investments — | TS-9 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
Historical Information
The following graph sets forth the historical
performance of the Index based on the weekly historical closing levels of the Index from January 8, 2010 through July 17, 2015.
The closing level of the Index on July 22, 2015 was 237.4101. We obtained the closing levels of the Index above and below from
the Bloomberg Professional® service (“Bloomberg”), without independent verification.
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 closing level of the Index on the
Pricing Date or any Review Date. We cannot give you assurance that the performance of the Index will result in the return of any
of your principal amount or the payment of any interest.
JPMS’s Estimated Value
of the Notes
JPMS’s estimated value of the notes set
forth on the cover of this term sheet is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
debt component with the same maturity as the notes, valued using our internal funding rate for structured debt described below,
and (2) the derivative or derivatives underlying the economic terms of the notes. JPMS’s estimated value does not represent
a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The internal
funding rate used in the determination of JPMS’s estimated value generally represents a discount from the credit spreads
for our conventional fixed-rate debt. For additional information, see “Selected Risk Considerations — JPMS’s
Estimated Value Is Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt.” The value of the
derivative or derivatives underlying the economic terms of the notes is derived from JPMS’s internal pricing models. These
models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs,
some of which are market-observable, and which can include volatility, interest rates and other factors, as well as assumptions
about future market events and/or environments. Accordingly, JPMS’s estimated value of the notes is determined when the terms
of the notes are set based on market conditions and other relevant factors and assumptions existing at that time. See “Selected
Risk Considerations — JPMS’s Estimated Value Does Not Represent Future Values of the Notes and May Differ from Others’
Estimates.”
JPMS’s estimated value of the notes will
be lower than the original issue price of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated
or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations
entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less
than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes
may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See “Selected Risk Considerations — JPMS’s Estimated Value of the Notes Will Be Lower Than the Original
Issue Price (Price to Public) of the Notes” in this term sheet.
Secondary Market Prices of
the Notes
For information about factors that will impact
any secondary market prices of the notes, see “Selected Risk Considerations — Secondary Market Prices of the Notes
Will Be Impacted by Many Economic and Market Factors” in this term sheet. In addition, we generally expect that some of the
costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of
your notes by JPMS in an amount that will
JPMorgan Structured Investments — | TS-10 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
decline to zero over an initial predetermined period
that is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period
reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the notes and when these costs are incurred, as determined by JPMS. See “Selected Risk Considerations
— The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than
JPMS’s Then-Current Estimated Value of the Notes for a Limited Time Period.”
Supplemental Use of Proceeds
The notes are offered to meet investor demand for
products that reflect the risk-return profile and market exposure provided by the notes. See “What Are the Payments on the
Notes, Assuming a Range of Performances for the Index?” and “Hypothetical Examples of Amounts Payable on the Notes”
in this term sheet for an illustration of the risk-return profile of the notes and “Selected Purchase Considerations —
Return Linked to the S&P GSCI™ Crude Oil Index Excess Return” in this term sheet for a description of the market
exposure provided by the notes.
The original issue price of the notes is equal
to JPMS’s estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers,
plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the notes, plus the estimated cost of hedging our obligations under the notes.
JPMorgan Structured Investments — | TS-11 |
Auto Callable Contingent Interest Notes Linked to the S&P GSCI™ Crude Oil Index Excess Return | |
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