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ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration Statement No. 333-177923
Dated February 23, 2012
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JPMorgan Chase & Co. Trigger Phoenix Autocallable Optimization Securities
Linked to the common stock of Apple Inc. due on or about February 28, 2013
Linked to the Class A common stock of Google Inc. due on or about
February 28, 2013
Linked to the common stock of Dell Inc. due on or about February 28, 2013
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Investment Description
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Trigger Phoenix Autocallable Optimization Securities are unsecured
and unsubordinated debt securities issued by JPMorgan Chase & Co.
("JPMorgan Chase") (each a "Security" and collectively the
"Securities") linked to the performance of the common stock of a
specific company (the "Underlying Stock"). If the closing price of
one share of the applicable Underlying Stock on the applicable
quarterly Observation Date is equal to or greater than the applicable
Coupon Barrier (subject to adjustments, in the sole discretion of the
calculation agent, in the case of certain corporate events described
in the accompanying product supplement no. UBS-5-I under "General
Terms of Securities Anti-Dilution Adjustments"), JPMorgan Chase
will make a Contingent Coupon payment with respect to that
Observation Date. Otherwise, no coupon will be payable with respect
to that Observation Date. JPMorgan Chase will automatically call the
Securities early if the closing price of one share of the applicable
Underlying Stock on any quarterly Observation Date is equal to or
greater than the applicable Initial Price. If the Securities are
called, JPMorgan Chase will pay the principal amount plus the
applicable Contingent Coupon for that Observation Date and no further
amounts will be owed to you. If the Securities are not called prior
to maturity and the applicable Final Price is equal to or greater
than the applicable Trigger Price (which is the same price as the
applicable Coupon Barrier), JPMorgan Chase will make a cash payment
at maturity equal to the principal amount of your Securities, in
addition to the applicable Contingent Coupon. If the applicable Final
Price is less than the applicable Trigger Price, JPMorgan Chase will
pay you less than the full principal amount, if anything, at
maturity, resulting in a loss on your principal amount that is
proportionate to the decline in the price of the applicable
Underlying Stock from the Trade Date to the Final Valuation Date.
Investing in the Securities involves significant risks. You may lose
some or all of your principal amount. The contingent repayment of
principal only applies if you hold the Securities to maturity. Any
payment on the Securities, including any repayment of principal, is
subject to the creditworthiness of JPMorgan Chase. If JPMorgan Chase
were to default on its payment obligations, you may not receive any
amounts owed to you under the Securities and you could lose your
entire investment.
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Features
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Key Dates
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q
Automatically Callable:
JPMorgan Chase will automatically call the Securities and pay you
the principal amount plus the applicable Contingent Coupon otherwise
due for the applicable quarterly Observation Date if the closing
price of the applicable Underlying Stock on any quarterly Observation
Date is equal to or greater than the applicable Initial Price. If the
Securities are not called, investors will have the potential for
downside equity market risk at maturity.
q
Contingent Coupon:
If the closing price of one share of the applicable Underlying Stock
on the applicable quarterly Observation Date is equal to or greater
than the applicable Coupon Barrier, JPMorgan Chase will make a
Contingent Coupon payment with respect to that Observation Date.
Otherwise, no coupon will be payable with respect to that Observation
Date.
q
Contingent Repayment of Principal Amount at Maturity:
If by maturity the Securities have not been called and the price of
the applicable Underlying Stock does not close below the applicable
Trigger Price on the Final Valuation Date, JPMorgan Chase will pay
you the principal amount per Security at maturity, in addition to the
applicable Contingent Coupon. If the price of the applicable
Underlying Stock closes below the applicable Trigger Price on the
Final Valuation Date, JPMorgan Chase will repay less than the
principal amount, if anything, at maturity, resulting in a loss on
your principal amount that is proportionate to the decline in the
price of the applicable Underlying Stock from the Trade Date to the
Final Valuation Date. The contingent repayment of principal applies
only if you hold the Securities until maturity. Any payment on the
Securities, including any repayment of principal, is subject to the
creditworthiness of JPMorgan Chase.
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Trade Date
1
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February 27, 2012
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Settlement Date
1
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February 29, 2012
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Observation Dates
2
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Quarterly (see page 4)
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Final Valuation Date
2
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February 22, 2013
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Maturity Date
2
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February 28, 2013
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1
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Expected. In the event that we make any change to the expected Trade Date and Settlement Date, the Observation Dates, the Final Valuation Date and the Maturity Date will be changed so that the stated term of the Securities remains the same.
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2
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Subject to postponement in the event of a market disruption event and
as described under "Description of Securities Automatic Call
Feature" and "Description of Securities Postponement of a Payment
Date" in the accompanying product supplement no. UBS-5-I.
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NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN
CONVENTIONAL DEBT INSTRUMENTS. JPMORGAN CHASE IS NOT NECESSARILY
OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT
MATURITY, AND THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO
THE APPLICABLE UNDERLYING STOCK. THIS MARKET RISK IS IN ADDITION TO
THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF JPMORGAN
CHASE. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT
UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED
IN INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ''KEY RISKS''
BEGINNING ON PAGE 5 AND UNDER ''RISK FACTORS'' BEGINNING ON PAGE PS-6
OF THE ACCOMPANYING PRODUCT SUPPLEMENT NO. UBS-5-I BEFORE PURCHASING
ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS
AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND
THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR
INITIAL INVESTMENT IN THE SECURITIES.
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Security Offering
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This free writing prospectus relates to three (3) separate Security
offerings. Each issuance of offered Securities is linked to one, and
only one, Underlying Stock. You may participate in any of the three
(3) Security offerings or, at your election, in two or more of the
offerings. This free writing prospectus does not, however, allow you
to purchase a Security linked to a basket of some or all of the
Underlying Stocks described below. The Securities are offered at a
minimum investment of $1,000 in denominations of $10 and integral
multiples thereof. Each of the three (3) Security offerings is linked
to the common stock of a different company, and each of the three (3)
Security offerings has a different Contingent Coupon Rate, Initial
Price, Trigger Price and Coupon Barrier each of which will be
determined on the Trade Date. The actual Contingent Coupon Rate for
each Security will not be less than the bottom of the applicable
range listed below.
The performance of each Security offering will not depend on the
performance of any other Security offering.
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Underlying Stock
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Contingent
Coupon Rate
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Initial Price
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Trigger Price*
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Coupon Barrier*
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CUSIP
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ISIN
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Common Stock of Apple Inc.
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8.10% to 10.60%
per annum
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$
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75% of the Initial Price
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75% of the Initial Price
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48126B251
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US48126B2512
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Class A Common Stock of Google Inc.
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8.00% to 10.00%
per annum
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$
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80% of the Initial Price
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80% of the Initial Price
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48126B269
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US48126B2694
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Common Stock of Dell Inc.
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8.50% to 11.00%
per annum
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$
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75% of the Initial Price
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75% of the Initial Price
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48126B277
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US48126B2777
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* The Trigger Price and Coupon Barrier for each Underlying Stock may
be rounded up to the nearest cent.
See "Additional Information about JPMorgan Chase & Co. and the
Securities" in this free writing prospectus. Each Security we are
offering will have the terms specified in the prospectus dated
November 14, 2011, the prospectus supplement dated November 14, 2011,
product supplement no. UBS-5-I dated January 6, 2012 and this free
writing prospectus.
The terms of the Securities as set forth in this free writing
prospectus, to the extent they differ or conflict with those set
forth in product supplement no. UBS-5-I, will supersede the terms set
forth in product supplement no. UBS-5-I. In particular, please refer
to "Additional Terms Specific to the Securities" in this free writing
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the Securities
or passed upon the accuracy or the adequacy of this free writing
prospectus or the accompanying prospectus, prospectus supplement and
product supplement no. UBS-5-I. Any representation to the contrary is
a criminal offense.
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Price to Public
(1)
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Fees and
Commissions
(2)
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Proceeds to Us
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Offering of Securities
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Total
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Per Security
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Total
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Per Security
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Total
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Per Security
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Securities Linked to the Common Stock of Apple Inc.
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$10
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$0.15
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$9.85
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Securities Linked to the Class A Common Stock of Google Inc.
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$10
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$0.15
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$9.85
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Securities Linked to the Common Stock of Dell Inc.
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$10
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$0.15
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$9.85
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(1)
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The price to the public includes the estimated cost of hedging our
obligations under the Securities through one or more of our
affiliates, which includes our affiliates' expected cost of providing
such hedge as well as the profit our affiliates expect to realize in
consideration for assuming the risks inherent in providing such
hedge. For additional related information, please see "Use of
Proceeds and Hedging" beginning on page PS-18 of the accompanying
product supplement no. UBS-5-I.
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(2)
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UBS Financial Services Inc., which we refer to as UBS, will receive a
commission that will depend on market conditions on the Trade Date.
In no event will the commission received by UBS exceed $0.15 per $10
principal amount Security.
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The Securities 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.
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UBS Financial Services
Inc.
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Additional Information about JPMorgan Chase & Co. and the Securities
JPMorgan Chase & Co. has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission, or SEC, for
the offerings to which this free writing prospectus relates. Before
you invest, you should read the prospectus in that registration
statement and the other documents relating to these offerings that
JPMorgan Chase & Co. has filed with the SEC for more complete
information about JPMorgan Chase & Co. and these offerings. You may
get these documents without cost by visiting EDGAR on the SEC website
at www.sec.gov and searching company filings for the term "JPMorgan
Chase & Co." Alternatively, JPMorgan Chase & Co., any agent or any
dealer participating in these offerings will arrange to send you the
prospectus, the prospectus supplement, product supplement no. UBS-5-I
and this free writing prospectus if you so request by calling
toll-free 866-535-9248.
You may revoke your offer to purchase the Securities 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 Securities prior to their issuance.
In the event of any changes to the terms of the Securities, 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.
This free writing prospectus relates to three (3) separate Security
offerings. Each issue of the offered Securities is linked to one, and
only one, Underlying Stock. The purchaser of a Security will acquire
a security linked to a single Underlying Stock (not to a basket or
index that includes the other Underlying Stocks). You may participate
in any of the three (3) Security offerings or, at your election, in
two or more of the offerings. We reserve the right to withdraw,
cancel or modify any offering and to reject orders in whole or in
part. While each Security offering relates only to a single
Underlying Stock identified on the cover page, you should not
construe that fact as a recommendation of the merits of acquiring an
investment linked to that Underlying Stock (or any other Underlying
Stock) or as to the suitability of an investment in the Securities.
You should read this free writing prospectus together with the
prospectus dated November 14, 2011, as supplemented by the prospectus
supplement dated November 14, 2011, relating to our Series E
medium-term notes of which these Securities are a part, and the more
detailed information contained in product supplement no. UBS-5-I
dated January 6, 2012.
This free writing prospectus, together with the documents listed
below, contains the terms of the Securities 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.
UBS-5-I, as the Securities involve risks not associated with
conventional debt securities.
You may access these on the SEC website at www.sec.gov as follows (or
if such address has changed, by reviewing our filing for the relevant
date on the SEC website):
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Product supplement no. UBS-5-I dated January 6, 2012:
http://www.sec.gov/Archives/edgar/data/19617/000089109212000166/e46653_424b2.htm
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♦
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Prospectus supplement dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007578/e46180_424b2.pdf
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♦
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Prospectus dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007568/e46179_424b2.pdf
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As used in this free writing prospectus, the "Issuer," "JPMorgan
Chase," "we," "us" and "our" refer to JPMorgan Chase & Co.
Additional Terms Specific to the Securities
For purposes of the Securities offered by this free writing
prospectus, notwithstanding anything to the contrary set forth under
"General Terms of Securities Calculation Agent" in the accompanying
product supplement no. UBS-5-I, all calculations with respect to the
Trigger Price and Coupon Barrier for each Underlying Stock may be
rounded up to the nearest cent (e.g., $0.761 is $0.77).
Investor Suitability
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The Securities may be suitable for you if, among other considerations:
♦
You fully understand the risks inherent in an investment in the
Securities, including the risk of loss of your entire initial
investment.
♦
You can tolerate a loss of all or a substantial portion of your
investment and are willing to make an investment that may have the
same downside market risk as an investment in the applicable
Underlying Stock.
♦
You accept that you may not receive a Contingent Coupon on some or
all of the Coupon Payment Dates.
♦
You believe the applicable Underlying Stock will close at or above
the applicable Coupon Barrier on the Observation Dates and the
applicable Trigger Price on the Final Valuation Date.
♦
You believe the applicable Underlying Stock will close at or above
the applicable Initial Price on one of the specified Observation
Dates.
♦
You understand and accept that you will not participate in any
appreciation in the price of the applicable Underlying Stock and that
your potential return is limited to the applicable Contingent Coupons.
♦
You can tolerate fluctuations in the price of the Securities prior to
maturity that may be similar to or exceed the downside price
fluctuations of the applicable Underlying Stock.
♦
You would be willing to invest in the Securities if the applicable
Contingent Coupon Rate was set equal to the bottom of the applicable
range indicated on the cover hereof (the actual Contingent Coupon
Rate for each Security will be set on the Trade Date and will not be
less than the bottom of the applicable range listed on the cover).
♦
You do not seek guaranteed current income from this investment and
are willing to forgo dividends paid on the applicable Underlying
Stock.
♦
You are willing to invest in securities that may be called early or
you are otherwise willing to hold such securities to maturity, a term
of 12 months.
♦
You accept that there may be little or no secondary market for the
Securities and that any secondary market will depend in large part on
the price, if any, at which J.P. Morgan Securities LLC ("JPMS") is
willing to trade the Securities.
♦
You are willing to assume the credit risk of JPMorgan Chase for all
payments under the Securities, and understand that if JPMorgan Chase
defaults on its obligations you may not receive any amounts due to
you including any repayment of principal.
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The Securities may not be suitable for you if, among other considerations:
♦
You do not fully understand the risks inherent in an investment in
the Securities, including the risk of loss of your entire initial
investment.
♦
You cannot tolerate a loss of all or a substantial portion of your
investment and are unwilling to make an investment that may have the
same downside market risk as an investment in the applicable
Underlying Stock.
♦
You require an investment designed to provide a full return of
principal at maturity.
♦
You do not accept that you may not receive a Contingent Coupon on
some or all of the Coupon Payment Dates.
♦
You believe that the price of the applicable Underlying Stock will
decline during the term of the Securities and is likely to close
below the applicable Coupon Barrier on the Observation Dates and the
applicable Trigger Price on the Final Valuation Date.
♦
You seek an investment that participates in the full appreciation in
the price of the applicable Underlying Stock or that has unlimited
return potential.
♦
You cannot tolerate fluctuations in the price of the Securities prior
to maturity that may be similar to or exceed the downside price
fluctuations of the applicable Underlying Stock.
♦
You would not be willing to invest in the Securities if the
applicable Contingent Coupon Rate was set equal to the bottom of the
applicable range indicated on the cover hereof (the actual Contingent
Coupon Rate for each Security will be set on the Trade Date and will
not be less than the bottom of the applicable range listed on the
cover).
♦
You prefer the lower risk, and therefore accept the potentially lower
returns, of fixed income investments with comparable maturities and
credit ratings.
♦
You seek guaranteed current income from this investment or prefer to
receive the dividends paid on the applicable Underlying Stock.
♦
You are unable or unwilling to hold securities that may be called
early, or you are otherwise unable or unwilling to hold such
securities to maturity, a term of 12 months, or you seek an
investment for which there will be an active secondary market.
♦
You are not willing to assume the credit risk of JPMorgan Chase for
all payments under the Securities, including any repayment of
principal.
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The suitability considerations identified above are not exhaustive.
Whether or not the Securities are a suitable investment for you will
depend on your individual circumstances, and you should reach an
investment decision only after you and your investment, legal, tax,
accounting and other advisers have carefully considered the
suitability of an investment in the Securities in light of your
particular circumstances. You should also review carefully the "Key
Risks" beginning on page 5 of this free writing prospectus and "Risk
Factors" in the accompanying product supplement no. UBS-5-I for risks
related to an investment in the Securities.
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Indicative Terms
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Issuer
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JPMorgan Chase & Co.
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Issue Price
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$10.00 per Security
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Underlying Stock
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Common Stock of Apple Inc.
Class A Common Stock of Google Inc.
Common Stock of Dell Inc.
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Principal Amount
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$10 per Security (subject to a minimum purchase of 100 Securities or $1,000)
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Term
1
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12 months, unless called earlier
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Automatic Call Feature
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The Securities will be called automatically if the closing price of
one share of the applicable Underlying Stock on any Observation Date
is equal to or greater than the applicable Initial Price. If the
Securities are called, JPMorgan Chase will pay you on the applicable
Call Settlement Date a cash payment per Security equal to the
principal amount plus the applicable Contingent Coupon otherwise due
for the applicable Observation Date.
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Contingent Coupon
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If the closing price of one share of the applicable Underlying Stock
is equal to or greater than the applicable Coupon Barrier on any
Observation Date, we will pay you the applicable Contingent Coupon
for that Observation Date on the relevant Coupon Payment Date.
If the closing price of one share of the applicable Underlying Stock
is less than the applicable Coupon Barrier on any Observation Date,
the applicable Contingent Coupon for that Observation Date will not
be payable, and we will not make any payment to you on the relevant
Coupon Payment Date.
Each Contingent Coupon will be a fixed amount based on equal
quarterly installments at the applicable Contingent Coupon Rate,
which is a per annum rate. The table below sets forth each
Observation Date and a hypothetical Contingent Coupon for each
Security. The actual Contingent Coupons will be based on the
applicable Contingent Coupon Rate, which will be determined on the
Trade Date. The table below assumes a Contingent Coupon Rate of (i)
9.35% per annum for Securities linked to the common stock of Apple
Inc., (ii) 9.00% per annum for Securities linked to the Class A
common stock of Google Inc. and (iii) 9.75% per annum for Securities
linked to the common stock of Dell Inc. If the actual Contingent
Coupon Rates as determined on the Trade Date are less than the
assumed Contingent Coupon Rates specified above, the actual
Contingent Coupons will be less than the amounts shown below.
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Contingent Coupon (per $10 Security)
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Observation Dates
2
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Coupon Payment Dates
2
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Apple Inc.
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Google Inc.
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Dell Inc.
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May 29, 2012
August 29, 2012
November 28, 2012
February 22, 2013
(Final Valuation Date)
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May 31, 2012
August 31, 2012
November 30, 2012
February 28, 2013
(Maturity Date)
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$0.2338
$0.2338
$0.2338
$0.2338
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$0.2250
$0.2250
$0.2250
$0.2250
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$0.2438
$0.2438
$0.2438
$0.2438
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Contingent Coupon payments on the Securities are not guaranteed. We
will not pay you the applicable Contingent Coupon for any Observation
Date on which the closing price of one share of the applicable
Underlying Stock is less than the applicable Coupon Barrier.
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Contingent Coupon Rate
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The Contingent Coupon Rate is expected to be between (i) 8.10% and
10.60% per annum for Securities linked to the common stock of Apple
Inc., (ii) 8.00% and 10.00% per annum for Securities linked to the
Class A common stock of Google Inc. and (iii) 8.50% and 11.00% per
annum for Securities linked to the common stock of Dell Inc. The
actual Contingent Coupon Rate for each Security will be determined on
the Trade Date.
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Coupon Payment Dates
2
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2nd business day following the applicable Observation Date, except
that the Coupon Payment Date for the Final Valuation Date is the
Maturity Date
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Call Settlement Dates
2
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First Coupon Payment Date following the applicable Observation Date
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Payment at Maturity (per $10 Security)
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If the Securities are not automatically called and the applicable
Final Price is equal to or greater than the applicable Trigger Price
and the applicable Coupon Barrier,
we will pay you a cash payment at maturity per $10 principal amount
Security equal to $10 plus the applicable Contingent Coupon otherwise
due on the Maturity Date.
If the Securities are not automatically called and the applicable
Final Price is less than the applicable Trigger Price and the
applicable Coupon Barrier,
we will pay you a cash payment at maturity that is less than $10 per
$10 principal amount Security resulting in a loss on your principal
amount proportionate to the negative Stock Return, equal to:
$10 × (1 + Stock Return)
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Stock Return
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Final Price - Initial Price
Initial Price
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Initial Price
3
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The closing price of one share of the applicable Underlying Stock on
the Trade Date
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Final Price
2,3
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The closing price of one share of the applicable Underlying Stock on
the Final Valuation Date
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Trigger Price
3
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For Securities linked to the common stock of Apple Inc., 75% of the
Initial Price
For Securities linked to the Class A common stock of Google Inc., 80%
of the Initial Price
For Securities linked to the common stock of Dell Inc., 75% of the Initial Price
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Coupon Barrier
3
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For Securities linked to the common stock of Apple Inc., 75% of the
Initial Price
For Securities linked to the Class A common stock of Google Inc., 80%
of the Initial Price
For Securities linked to the common stock of Dell Inc., 75% of the Initial Price
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1
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See footnote 1 under "Key Dates" on the front cover
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2
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See footnote 2 under "Key Dates" on the front cover
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3
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Subject to adjustment upon the occurrence of certain corporate events
affecting the applicable Underlying Stock as described under "General
Terms of Securities Anti-Dilution Adjustments" in the accompanying
product supplement no. UBS-5-I. The Trigger Price and Coupon Barrier
for each Underlying Stock may be rounded up to the nearest cent.
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Investment Timeline
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Trade Date:
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The closing price of the applicable Underlying Stock (Initial Price),
the applicable Trigger Price and the applicable Coupon Barrier are
determined, in each case subject to adjustments, and the applicable
Contingent Coupon Rate is set.
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Quarterly:
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If the closing price of the applicable Underlying Stock is equal to
or greater than the applicable Coupon Barrier on any Observation
Date, JPMorgan Chase will pay you a Contingent Coupon on the
applicable Coupon Payment Date.
The Securities will also be called if the closing price of the
applicable Underlying Stock on any Observation Date is equal to or
greater than the applicable Initial Price. If the Securities are
called, JPMorgan Chase will pay you a cash payment per Security equal
to the principal amount plus the applicable Contingent Coupon
otherwise due for the applicable Observation Date.
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Maturity Date:
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The applicable Final Price is determined as of the Final Valuation Date.
If the Securities have not been called and the applicable Final Price
is equal to or greater than the applicable Trigger Price and the
applicable Coupon Barrier, at maturity JPMorgan Chase will repay the
principal amount equal to $10.00 per Security plus the applicable
Contingent Coupon otherwise due on the Maturity Date.
If the Securities have not been called and the applicable Final Price
is less than the applicable Trigger Price and the applicable Coupon
Barrier, JPMorgan Chase will repay less than the principal amount, if
anything, at maturity, resulting in a loss on your principal amount
proportionate to the decline of the applicable Underlying Stock,
equal to a return of:
$10 × (1 + Stock Return) per Security
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INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE
SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES,
INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE
CREDITWORTHINESS OF JPMORGAN CHASE. IF JPMORGAN CHASE WERE TO DEFAULT
ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO
YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
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What Are the Tax Consequences of the Securities?
You should review carefully the section entitled "Material U.S.
Federal Income Tax Consequences" in the accompanying product
supplement no. UBS-5-I. In determining our reporting responsibilities
we intend to treat (i) the Securities for U.S. federal income tax
purposes as prepaid forward contracts with associated contingent
coupons and (ii) any Contingent Coupons as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax
Consequences Tax Consequences to U.S. Holders Tax Treatment as
Prepaid Forward Contracts with Associated Contingent Coupons" in the
accompanying product supplement no. UBS-5-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 Internal Revenue Service (the "IRS") or a court
may adopt, in which case the timing and character of any income or
loss on the Securities could be significantly and adversely 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, which might
include the Securities. The notice focuses in particular on whether
to require holders of 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 and
adversely affect the tax consequences of an investment in the
Securities, possibly with retroactive effect. You should consult your
tax adviser regarding the U.S. federal income tax consequences of an
investment in the Securities, including possible alternative
treatments and the issues presented by this notice.
The U.S. federal income tax treatment of Contingent Coupons is
uncertain, and although we believe it is reasonable to conclude that
Contingent Coupons are not subject to U.S. withholding tax, a
withholding agent may nonetheless withhold on these payments
(generally at a rate of 30%, subject to the possible reduction or
elimination of that rate under an applicable income tax treaty),
unless income from your Securities is effectively connected with your
conduct of a trade or business 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 Securities in light of your particular circumstances.
Key Risks
An investment in the Securities involves significant risks. Investing
in the Securities is not equivalent to investing directly in the
applicable Underlying Stock. These risks are explained in more detail
in the "Risk Factors" section of the accompanying product supplement
no. UBS-5-I. We also urge you to consult your investment, legal, tax,
accounting and other advisors before you invest in the Securities.
Risks Relating to the Securities Generally
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♦
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Your Investment in the Securities May Result in a Loss:
The Securities differ from ordinary debt securities in that JPMorgan
Chase will not necessarily repay the full principal amount of the
Securities. If the Securities are not called and the closing price of
one share of the applicable Underlying Stock has declined below the
applicable Trigger Price on the Final Valuation Date, you will be
fully exposed to any depreciation in the closing price of one share
of the applicable Underlying Stock from its Initial Price to its
Final Price and JPMorgan Chase will repay less than the full
principal amount at maturity, resulting in a loss of principal that
is proportionate to the negative Stock Return. Under these
circumstances, you will lose 1% of your principal for every 1% that
the Final Price is less than the Initial Price and could lose your
entire initial investment. As a result, your investment in the
Securities may not perform as well as an investment in a security
that does not have the potential for full downside exposure to the
applicable Underlying Stock.
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♦
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You Are Not Guaranteed Any Contingent Coupons:
We will not necessarily make periodic coupon payments on the
Securities. If the closing price of one share of the applicable
Underlying Stock on an Observation Date is less than the applicable
Coupon Barrier, we will not pay you the applicable Contingent Coupon
for that Observation Date and the Contingent Coupon that would
otherwise be payable will not be accrued and will be lost. If the
closing price of one share of the applicable Underlying Stock is less
than the applicable Coupon Barrier on each of the Observation Dates,
we will not pay you any Contingent Coupon during the term of, and you
will not receive a positive return on, your Securities. Generally,
this non-payment of the Contingent Coupon coincides with a period of
greater risk of principal loss on your Securities.
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♦
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Limited Return on the Securities and You Will Not Participate in Any
Appreciation of the Applicable Underlying Stock:
The return potential of the Securities is limited to the specified
Contingent Coupon Rate, regardless of the appreciation in the closing
price of one share of the applicable Underlying Stock, which may be
significant. In addition, the total return on the Securities will
vary based on the number of Observation Dates on which the
requirements for a Contingent Coupon have been met prior to maturity
or an automatic call. Further, if the Securities are called, you will
not receive any Contingent Coupons or any other payments in respect
of any Observation Dates after the applicable Call Settlement Date.
Because the Securities could be called as early as the first
Observation Date, the total return on the Securities could be
minimal. If the Securities are not called, you will not participate
in any appreciation in the price of the applicable Underlying Stock
even though you will be subject to the applicable Underlying Stock's
risk of decline. As a result, the return on an investment in the
Securities could be less than the return on a direct investment in
the applicable Underlying Stock. In addition, if the Securities are
not called and the applicable Final Price is below the applicable
Trigger Price, you will have a loss on your principal amount and the
overall return on the Securities may be less than the amount that
would be paid on a conventional debt security of JPMorgan Chase of
comparable maturity.
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♦
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Contingent Repayment of Principal Applies Only If You Hold the
Securities to Maturity:
If you are able to sell your Securities in the secondary market
prior to maturity, you may have to sell them at a loss relative to
your initial investment even if the stock price is above the
applicable Trigger Price. If by maturity the Securities have not been
called, JPMorgan Chase will either repay you the full principal
amount per Security plus the applicable Contingent Coupon, or if the
price of the applicable Underlying Stock closes below the applicable
Trigger Price on the Final Valuation Date, JPMorgan Chase will repay
less than the principal amount, if anything, at maturity, resulting
in a loss on your principal amount that is proportionate to the
decline in the price of the applicable Underlying Stock from the
Trade Date to the Final Valuation Date. This contingent repayment of
principal applies only if you hold your Securities to maturity.
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♦
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The Probability That the Applicable Final Price Will Fall Below the
Applicable Trigger Price on the Final Valuation Date Will Depend on
the Volatility of the Applicable Underlying Stock:
"Volatility" refers to the frequency and magnitude of changes in the
price of the applicable Underlying Stock. Greater expected volatility
with respect to the applicable Underlying Stock reflects a higher
expectation as of the Trade Date that the price of that stock could
close below its Coupon Barrier on any Observation Date, resulting in
the loss of one or more Contingent Coupons or below its Trigger Price
on the Final Valuation Date of the Securities, resulting in the loss
of some or all of your investment. In addition, each Contingent
Coupon Rate is set on the Trade Date and depends in part on this
expected volatility. However, a stock's volatility can change
significantly over the term of the Securities. The price of the
applicable Underlying Stock for your Securities could fall sharply,
which could result in a loss of one or more Contingent Coupons and a
significant loss of principal.
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♦
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Credit Risk of JPMorgan Chase & Co.:
The Securities are unsecured and unsubordinated debt obligations of
the issuer, JPMorgan Chase & Co., and will rank
pari passu
with all of our other unsecured and unsubordinated obligations. The
Securities are not, either directly or indirectly, an obligation of
any third party. Any payment to be made on the Securities, including
any repayment of principal, depends on the ability of JPMorgan Chase
& Co. to satisfy its obligations as they come due. As a result, the
actual and perceived creditworthiness of JPMorgan Chase & Co. may
affect the market value of the Securities and, in the event JPMorgan
Chase & Co. were to default on its obligations, you may not receive
any amounts owed to you under the terms of the Securities and you
could lose your entire investment.
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♦
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Reinvestment Risk:
If your Securities are called early, the holding period over which
you would have the opportunity to receive any Contingent Coupons
could be as little as three months. There is no guarantee that you
would be able to reinvest the proceeds from an investment in the
Securities at a comparable return and/or with a comparable interest
rate for a similar level of risk in the event the Securities are
called prior to the maturity date.
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♦
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Potential Conflicts:
We and our affiliates play a variety of roles in connection with the
issuance of the Securities, including acting as calculation agent and
hedging our obligations under the Securities. 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 Securities. 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 Securities and the
value of the Securities. It is possible that hedging or trading
activities of ours or our affiliates could result in substantial
returns for us or our affiliates while the value of the Securities
declines. Please refer to "Risk Factors Risks Relating to the
Securities Generally" in the accompanying product supplement no.
UBS-5-I for additional information about these risks. We and/or our
affiliates may also currently or from time to time engage in business
with the issuer of the applicable Underlying Stock, including
extending loans to, or making equity investments in, the issuer of
the applicable Underlying Stock or providing advisory services to the
issuer of the applicable Underlying Stock. As a prospective purchaser
of the Securities, you should undertake an independent investigation
of the issuer of the applicable Underlying Stock as in your judgment
is appropriate to make an informed decision with respect to an
investment in the Securities.
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♦
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Each Contingent Coupon Is Based Solely on the Closing Price of One
Share of the Applicable Underlying Stock on the Applicable
Observation Date:
Whether a Contingent Coupon will be payable with respect to an
Observation Date will be based solely on the closing price of one
share of the applicable Underlying Stock on that Observation Date. As
a result, you will not know whether you will receive a Contingent
Coupon until the related Observation Date. Moreover, because each
Contingent Coupon is based solely on the closing price of one share
of the applicable Underlying Stock on the applicable Observation
Date, if that closing price is less than the applicable Coupon
Barrier, you will not receive any Contingent Coupon with respect to
that Observation Date, even if the closing price of one share of the
applicable Underlying Stock was higher on other days during the
period before that Observation Date.
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♦
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Single Stock Risk:
The price of the applicable Underlying Stock can rise or fall
sharply due to factors specific to that Underlying Stock and its
issuer, such as stock price volatility, earnings, financial
conditions, corporate, industry and regulatory developments,
management changes and decisions and other events, as well as general
market factors, such as general stock market volatility and levels,
interest rates and economic and political conditions. We urge you to
review financial and other information filed periodically with the
SEC by the applicable Underlying Stock issuer.
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♦
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Certain Built-In Costs Are Likely to Affect Adversely the Value of
the Securities Prior to Maturity:
While the payment on any Coupon Payment Date, Call Settlement Date
or at maturity, if any, described in this free writing prospectus is
based on the full principal amount of your Securities, the original
issue price of the Securities includes UBS's commission and the
estimated cost of hedging our obligations under the Securities. As a
result, and as a general matter, the price, if any, at which JPMS
will be willing to purchase Securities 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 UBS's commission and our
hedging costs, including those set forth under "Many Economic and
Market Factors Will Influence the Value of the Securities" below. The
Securities are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your Securities
to maturity.
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♦
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No Dividend Payments or Voting Rights in the Applicable Underlying Stock:
As a holder of the Securities, you will not have any ownership
interest or rights in the applicable Underlying Stock, such as voting
rights or dividend payments. In addition, the issuer of the
applicable Underlying Stock will not have any obligation to consider
your interests as a holder of the Securities in taking any corporate
action that might affect the value of the applicable Underlying Stock
and the Securities.
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♦
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No Affiliation with the Applicable Underlying Stock Issuer:
We are not affiliated with the issuer of the applicable Underlying
Stock. We assume no responsibility for the adequacy of the
information about the applicable Underlying Stock issuer contained in
this free writing prospectus or in product supplement no. UBS-5-I.
You should make your own investigation into the applicable Underlying
Stock and its issuer. We are not responsible for the applicable
Underlying Stock issuer's public disclosure of information, whether
contained in SEC filings or otherwise.
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♦
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No Assurances That the Investment View Implicit in the Securities
Will Be Successful:
While the Securities are structured to provide for Contingent
Coupons if the applicable Underlying Stock does not close below the
applicable Coupon Barrier on the Observation Dates, we cannot assure
you of the economic environment during the term or at maturity of
your Securities.
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♦
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Lack of Liquidity:
The Securities will not be listed on any securities exchange. JPMS
intends to offer to purchase the Securities 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
Securities easily. Because other dealers are not likely to make a
secondary market for the Securities, the price at which you may be
able to trade your Securities is likely to depend on the price, if
any, at which JPMS is willing to buy the Securities.
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♦
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Anti-Dilution Protection Is Limited and May Be Discretionary:
Although the calculation agent will adjust the applicable Initial
Price, the applicable Trigger Price and the applicable Coupon Barrier
for certain corporate events (such as stock splits and stock
dividends) affecting the applicable Underlying Stock, the calculation
agent is not required to make an adjustment for every corporate event
that can affect the applicable Underlying Stock. If an event occurs
that does not require the calculation agent to adjust the Initial
Price, the applicable Trigger Price and the applicable Coupon
Barrier, the market value of your Securities and the payment on any
Coupon Payment Date, upon an automatic call or at maturity may be
materially and adversely affected. You should also be aware that the
calculation agent may make any such adjustment, determination or
calculation in a manner that differs from what is described in the
accompanying product supplement as it deems necessary to ensure an
equitable result. Subject to the foregoing, the calculation agent is
under no obligation to consider your interests as a holder of the
Securities in making these determinations.
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♦
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Hedging and Trading in the Applicable Underlying Stock:
While the Securities are outstanding, we or any of our affiliates
may carry out hedging activities related to the Securities, including
in the applicable Underlying Stock or instruments related to the
applicable Underlying Stock. We or our affiliates may also trade in
the applicable Underlying Stock or instruments related to the
applicable Underlying Stock from time to time. Any of these hedging
or trading activities as of the Trade Date and during the term of the
Securities could adversely affect our payment of any Contingent
Coupon and our payment to you at maturity if not previously called.
It is possible that such hedging or trading activities could result
in substantial returns for us or our affiliates while the value of
the Securities declines.
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♦
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Potentially Inconsistent Research, Opinions or Recommendations by
JPMS, UBS or Their Affiliates:
JPMS, UBS or their affiliates may publish research, express opinions
or provide recommendations (for example, with respect to the issuer
of the applicable Underlying Stock) that are inconsistent with
investing in or holding the Securities, and which may be revised at
any time. Any such research, opinions or recommendations may or may
not recommend that investors buy or hold the applicable Underlying
Stock and could affect the value of the applicable Underlying Stock,
and therefore the market value of the Securities.
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♦
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Tax Treatment:
Significant aspects of the tax treatment of the Securities are
uncertain. You should consult your tax adviser about your tax
situation.
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♦
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Potential JPMorgan Chase & Co. Impact on Market Price of Underlying Stock:
Trading or transactions by JPMorgan Chase & Co. or its affiliates in
the applicable Underlying Stock and/or over-the-counter options,
futures or other instruments with returns linked to the performance
of the applicable Underlying Stock may adversely affect the market
price of the applicable Underlying Stock and, therefore, the market
value of the Securities.
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♦
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Market Disruptions May Adversely Affect Your Return:
The calculation agent may, in its sole discretion, determine that
the markets have been affected in a manner that prevents it from
properly determining the closing price of one share of the applicable
Underlying Stock on an Observation Date, determining if the
Securities are to be automatically called, determining if a
Contingent Coupon is payable, calculating the applicable Stock Return
if the Securities are not automatically called and calculating the
amount that we are required to pay you, if any, on any Coupon Payment
Date, upon an automatic call or at maturity. These events may include
disruptions or suspensions of trading in the markets as a whole. If
the calculation agent, in its sole discretion, determines that any of
these events prevents us or any of our affiliates from properly
hedging our obligations under the Securities, it is possible that one
or more of the Observation Dates and the applicable payment date will
be postponed and your return will be adversely affected. See "General
Terms of Securities Market Disruption Events" in the accompanying
product supplement no. UBS-5-I.
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♦
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Many Economic and Market Factors Will Influence the Value of the Securities
:
In addition to the value of the applicable Underlying Stock and
interest rates on any trading day, the value of the Securities will
be affected by a number of economic and market factors that may
either offset or magnify each other and which are set out in more
detail in product supplement no. UBS-5-I.
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Hypothetical Examples
The examples below illustrate the hypothetical payments on a
Contingent Coupon Date, upon an automatic call or at maturity under
different hypothetical scenarios for a $10.00 Security on an offering
of the Securities linked to a hypothetical Underlying Stock with the
following assumptions (the actual terms will be determined on the
Trade Date; amounts have been rounded for ease of reference):
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Principal Amount:
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$10.00
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Term:
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Approximately 12 months (unless earlier called)
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Initial Price:
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$50.00
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Contingent Coupon Rate:
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6.00%* per annum (or 1.50% per quarter)
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Observation Dates:
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Quarterly
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Trigger Price:
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$40.00 (which is 80.00% of the hypothetical Initial Price)
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Coupon Barrier:
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$40.00 (which is 80.00% of the hypothetical Initial Price)
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*
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The actual Contingent Coupon Rate for each Security will be set on
the Trade Date. The actual value of any Contingent Coupon payments
you will receive over the term of the Securities, the actual value of
the payment upon automatic call or at maturity and the actual Trigger
Price and Coupon Barrier applicable to your Securities may be more or
less than the amounts displayed in these hypothetical scenarios, and
will be set on the Trade Date.
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The examples below are purely hypothetical and are not based on any
specific offering of Securities linked to any specific Underlying
Stock. These examples are intended to illustrate how the value of any
payment on the Securities will depend on the closing price on the
Observation Dates.
Example 1 Securities Are Called on the First Observation Date
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Date
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Closing Price
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Payment (per Security)
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First Observation Date
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$55.00 (at or above Initial Price)
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$10.15 (Payment upon Automatic Call)
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Total Payment:
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$10.15 (1.50% return)
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Because the Securities are called on the first Observation Date, we
will pay you on the applicable Call Settlement Date a total of $10.15
per Security, reflecting your principal amount plus the applicable
Contingent Coupon for a 1.50% total return on the Securities.
Example 2 Securities Are Called on the Third Observation Date
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Date
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Closing Price
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Payment (per Security)
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First Observation Date
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$45.00 (at or above Coupon Barrier; below Initial Price)
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$0.15 (Contingent Coupon)
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Second Observation Date
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$40.00 (at or above Coupon Barrier; below Initial Price)
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$0.15 (Contingent Coupon)
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Third Observation Date
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$55.00 (at or above Initial Price)
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$10.15 (Payment upon Automatic Call)
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Total Payment:
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$10.45 (4.50% return)
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Because the Securities are called on the third Observation Date, we
will pay you on the applicable Call Settlement Date a total of $10.15
per Security, reflecting your principal amount plus the applicable
Contingent Coupon. When that amount is added to the Contingent Coupon
payments of $0.30 received in respect of prior Observation Dates, we
will have paid you a total of $10.45 per Security for a 4.50% total
return on the Securities.
Example 3 Securities Are NOT Called
and
the Final Price Is at or above the Trigger Price and the Coupon Barrier
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Date
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Closing Price
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Payment (per Security)
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First Observation Date
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$44.00 (at or above Coupon Barrier; below Initial Price)
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$0.15 (Contingent Coupon)
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Second Observation Date
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$38.00 (below Coupon Barrier)
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$0.00
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Third Observation Date
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$36.00 (below Coupon Barrier)
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$0.00
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Final Valuation Date
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|
$44.00 (at or above Trigger Price and Coupon Barrier; below Initial Price)
|
|
|
$10.15 (Payment at Maturity)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Payment:
|
|
|
$10.30 (3.00% return)
|
|
At maturity, we will pay you a total of $10.15 per Security,
reflecting your principal amount plus the applicable Contingent
Coupon. When that amount is added to the Contingent Coupon payment of
$0.15 received in respect of prior Observation Dates, we will have
paid you a total of $10.30 per Security for a 3.00% total return on
the Securities.
Example 4 Securities Are NOT Called
and
the Final Price Is below the Trigger Price and the Coupon Barrier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
|
Closing Price
|
|
|
Payment (per Security)
|
|
|
|
First Observation Date
|
|
|
$44.00 (at or above Coupon Barrier; below Initial Price)
|
|
|
$0.15 (Contingent Coupon)
|
|
|
|
Second Observation Date
|
|
|
$42.00 (at or above Coupon Barrier; below Initial Price)
|
|
|
$0.15 (Contingent Coupon)
|
|
|
|
Third Observation Date
|
|
|
$44.00 (at or above Coupon Barrier; below Initial Price)
|
|
|
$0.15 (Contingent Coupon)
|
|
|
|
Final Valuation Date
|
|
|
$35.00 (below Trigger Price and Coupon Barrier)
|
|
|
$10.00 × (1 + Stock Return) =
$10.00 × (1 + -30%) =
$10.00 × 70% =
$7.00 (Payment at Maturity)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Payment:
|
|
|
$7.45 (-25.50% return)
|
|
Because the Securities are not called and the Final Price is below
the Trigger Price and the Coupon Barrier, at maturity we will pay you
$7.00 per Security. When that amount is added to the Contingent
Coupon payments of $0.45 received in respect of prior Observation
Dates, we will have paid you $7.45 per Security for a loss on the
Securities of 25.50%.
Example 5 Securities Are NOT Called
and
the Final Price is below the Trigger Price and the Coupon Barrier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
|
Closing Price
|
|
|
Payment (per Security)
|
|
|
|
First Observation Date
|
|
|
$38.00 (below Coupon Barrier)
|
|
|
$0.00
|
|
|
|
Second Observation Date
|
|
|
$32.00 (below Coupon Barrier)
|
|
|
$0.00
|
|
|
|
Third Observation Date
|
|
|
$28.00 (below Coupon Barrier)
|
|
|
$0.00
|
|
|
|
Final Valuation Date
|
|
|
$25.00 (below Trigger Price and Coupon Barrier)
|
|
|
$10.00 × (1 + Stock Return) =
$10.00 × (1 + -50%) =
$10.00 × 50% =
$5.00 (Payment at Maturity)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Payment:
|
|
|
$5.00 (-50.00% return)
|
|
Because the Securities are not called and the Final Price is below
the Trigger Price and the Coupon Barrier, at maturity we will pay you
$5.00 per Security for a loss on the Securities of 50.00%. Because
there is no Contingent Coupon paid during the term of the Securities,
that represents the total payment on the Securities.
The hypothetical returns and hypothetical payouts on the securities
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 returns and hypothetical payouts
shown above would likely be lower.
The Underlying Stocks
Included on the following pages is a brief description of the issuers
of the Underlying Stocks. This information has been obtained from
publicly available sources and is provided for informational purposes
only. Set forth below is a table that provides the quarterly high and
low closing prices for each Underlying Stock. The information given
below is for the four calendar quarters in each of 2007, 2008, 2009,
2010 and 2011. Partial data is provided for the first calendar
quarter of 2012. We obtained the closing price information set forth
below from the Bloomberg Professional
®
service (''Bloomberg'') without independent verification. You should
not take the historical prices of any Underlying Stock as an
indication of future performance.
Each of the Underlying Stocks is registered under the Securities
Exchange Act of 1934, as amended (the ''Exchange Act''). Companies
with securities registered under the Exchange Act are required to
file financial and other information specified by the SEC
periodically. Information filed by each issuer of an Underlying Stock
with the SEC can be reviewed electronically through a web site
maintained by the SEC. The address of the SEC's web site is
http://www.sec.gov. Information filed with the SEC by each issuer of
an Underlying Stock under the Exchange Act can be located by
reference to its SEC file number provided below. In addition,
information filed with the SEC can be inspected and copied at the
Public Reference Section of the SEC, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Copies of this material can also be obtained
from the Public Reference Section, at prescribed rates. We do not
make any representation that these publicly available documents are
accurate or complete.
Apple Inc.
According to its publicly available filings with the SEC, Apple Inc.,
which we refer to as Apple, designs, manufactures and markets mobile
communication and media devices, personal computers and portable
digital music players and sells a variety of related software,
services, peripherals, networking solutions and third-party digital
content and applications. The common stock of Apple, no par value
(Bloomberg ticker: AAPL), is listed on The NASDAQ Stock Market, which
we refer to as the Relevant Exchange for purposes of Apple in the
accompanying product supplement no. UBS-5-I. Apple's SEC file number
is 000-10030.
Historical Information Regarding the Common Stock of Apple
The following table sets forth the quarterly high and low closing
prices for the common stock of Apple, based on daily closing prices
on the primary exchange for Apple, as reported by Bloomberg. The
closing price of the common stock of Apple on February 22, 2012 was
$513.04. The actual Initial Price will be the closing price of one
share of the common stock of Apple on the Trade Date. We obtained the
closing prices and other information below from Bloomberg, without
independent verification. The closing prices and this other
information may be adjusted by Bloomberg for corporate actions such
as stock splits, public offerings, mergers and acquisitions,
spin-offs, delistings and bankruptcy. We make no representation or
warranty as to the accuracy or completeness of the information
obtained from Bloomberg.
Since its inception, the price of the common stock of Apple has
experienced significant fluctuations. The historical performance of
the common stock of Apple should not be taken as an indication of
future performance, and no assurance can be given as to the closing
prices of the common stock of Apple during the term of the
Securities. We cannot give you assurance that the performance of the
common stock of Apple will result in the return of any of your
initial investment. We make no representation as to the amount of
dividends, if any, that Apple will pay in the future. In any event,
as an investor in the Securities, you will not be entitled to receive
dividends, if any, that may be payable on the common stock of Apple.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Begin
|
|
|
Quarter End
|
|
|
Quarterly High
|
|
|
Quarterly Low
|
|
|
Close
|
|
|
|
1/1/2007
|
|
|
3/31/2007
|
|
|
$97.13
|
|
|
$83.27
|
|
|
$92.91
|
|
|
|
4/1/2007
|
|
|
6/30/2007
|
|
|
$125.09
|
|
|
$90.24
|
|
|
$122.04
|
|
|
|
7/1/2007
|
|
|
9/30/2007
|
|
|
$154.50
|
|
|
$117.05
|
|
|
$153.54
|
|
|
|
10/1/2007
|
|
|
12/31/2007
|
|
|
$199.83
|
|
|
$153.76
|
|
|
$198.08
|
|
|
|
1/1/2008
|
|
|
3/31/2008
|
|
|
$194.97
|
|
|
$119.15
|
|
|
$143.50
|
|
|
|
4/1/2008
|
|
|
6/30/2008
|
|
|
$189.96
|
|
|
$147.14
|
|
|
$167.44
|
|
|
|
7/1/2008
|
|
|
9/30/2008
|
|
|
$179.69
|
|
|
$105.26
|
|
|
$113.66
|
|
|
|
10/1/2008
|
|
|
12/31/2008
|
|
|
$111.04
|
|
|
$80.49
|
|
|
$85.35
|
|
|
|
1/1/2009
|
|
|
3/31/2009
|
|
|
$109.87
|
|
|
$78.20
|
|
|
$105.12
|
|
|
|
4/1/2009
|
|
|
6/30/2009
|
|
|
$144.67
|
|
|
$108.69
|
|
|
$142.43
|
|
|
|
7/1/2009
|
|
|
9/30/2009
|
|
|
$186.15
|
|
|
$135.40
|
|
|
$185.37
|
|
|
|
10/1/2009
|
|
|
12/31/2009
|
|
|
$211.64
|
|
|
$180.76
|
|
|
$210.86
|
|
|
|
1/1/2010
|
|
|
3/31/2010
|
|
|
$235.83
|
|
|
$192.00
|
|
|
$234.93
|
|
|
|
4/1/2010
|
|
|
6/30/2010
|
|
|
$274.16
|
|
|
$235.86
|
|
|
$251.53
|
|
|
|
7/1/2010
|
|
|
9/30/2010
|
|
|
$292.46
|
|
|
$240.16
|
|
|
$283.75
|
|
|
|
10/1/2010
|
|
|
12/31/2010
|
|
|
$325.47
|
|
|
$278.64
|
|
|
$322.56
|
|
|
|
1/1/2011
|
|
|
3/31/2011
|
|
|
$363.13
|
|
|
$326.72
|
|
|
$348.45
|
|
|
|
4/1/2011
|
|
|
6/30/2011
|
|
|
$353.10
|
|
|
$315.32
|
|
|
$335.67
|
|
|
|
7/1/2011
|
|
|
9/30/2011
|
|
|
$413.45
|
|
|
$343.23
|
|
|
$381.18
|
|
|
|
10/1/2011
|
|
|
12/31/2011
|
|
|
$422.24
|
|
|
$363.50
|
|
|
$405.00
|
|
|
|
1/1/2012
|
|
|
2/22/2012*
|
|
|
$514.85
|
|
|
$411.23
|
|
|
$513.04
|
|
|
|
*
|
|
|
As of the date of this free writing prospectus available information
for the first calendar quarter of 2012 includes data for the period
from January 1, 2012 through February 22, 2012. Accordingly, the
"Quarterly High," "Quarterly Low" and "Close" data indicated are for
this shortened period only and do not reflect complete data for the
first calendar quarter of 2012.
|
|
The graph below illustrates the daily performance of the common stock
of Apple from January 2, 2002 through February 22, 2012, based on
information from Bloomberg without independent verification. We make
no representation or warranty as to the accuracy or completeness of
the information obtained from Bloomberg. The dotted line represents a
hypothetical Coupon Barrier and Trigger Price, equal to 75% of the
closing price on February 22, 2012. The actual Coupon Barrier and
Trigger Price will be based on the closing price of the common stock
of Apple on the Trade Date.
Past performance of the Underlying Stock is not indicative of the
future performance of the Underlying Stock.
Google Inc.
According to its publicly available filings with the SEC, Google
Inc., which we refer to as Google, is a global technology company
engaged primarily in providing web search capability and targeted
advertising techniques. The Class A common stock of Google, par value
$0.001 per share, is listed on The NASDAQ Stock Market, which we
refer to as the Relevant Exchange for purposes of Google in the
accompanying product supplement no. UBS-5-I. Google's SEC file number
is 000-50726.
Historical Information Regarding the Class A Common Stock of Google
The following table sets forth the quarterly high and low closing
prices for the Class A common stock of Google, based on daily closing
prices on the primary exchange for Google, as reported by Bloomberg.
The closing price of the Class A common stock of Google on February
22, 2012 was $607.94. The actual Initial Price will be the closing
price of one share of the Class A common stock of Google on the Trade
Date. We obtained the closing prices and other information below from
Bloomberg, without independent verification. The closing prices and
this other information may be adjusted by Bloomberg for corporate
actions such as stock splits, public offerings, mergers and
acquisitions, spin-offs, delistings and bankruptcy. We make no
representation or warranty as to the accuracy or completeness of the
information obtained from Bloomberg.
Since its inception, the price of the Class A common stock of Google
has experienced significant fluctuations. The historical performance
of the Class A common stock of Google should not be taken as an
indication of future performance, and no assurance can be given as to
the closing prices of the Class A common stock of Google during the
term of the Securities. We cannot give you assurance that the
performance of the Class A common stock of Google will result in the
return of any of your initial investment. We make no representation
as to the amount of dividends, if any, that Google will pay in the
future. In any event, as an investor in the Securities, you will not
be entitled to receive dividends, if any, that may be payable on the
Class A common stock of Google.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Begin
|
|
|
Quarter End
|
|
|
Quarterly High
|
|
|
Quarterly Low
|
|
|
Close
|
|
|
|
1/1/2007
|
|
|
3/31/2007
|
|
|
$505.00
|
|
|
$438.68
|
|
|
$458.16
|
|
|
|
4/1/2007
|
|
|
6/30/2007
|
|
|
$530.26
|
|
|
$458.00
|
|
|
$523.38
|
|
|
|
7/1/2007
|
|
|
9/30/2007
|
|
|
$569.55
|
|
|
$491.52
|
|
|
$567.27
|
|
|
|
10/1/2007
|
|
|
12/31/2007
|
|
|
$741.79
|
|
|
$579.03
|
|
|
$691.48
|
|
|
|
1/1/2008
|
|
|
3/31/2008
|
|
|
$685.33
|
|
|
$413.62
|
|
|
$440.47
|
|
|
|
4/1/2008
|
|
|
6/30/2008
|
|
|
$594.90
|
|
|
$446.84
|
|
|
$526.42
|
|
|
|
7/1/2008
|
|
|
9/30/2008
|
|
|
$555.15
|
|
|
$381.00
|
|
|
$400.52
|
|
|
|
10/1/2008
|
|
|
12/31/2008
|
|
|
$411.72
|
|
|
$257.44
|
|
|
$307.65
|
|
|
|
1/1/2009
|
|
|
3/31/2009
|
|
|
$378.77
|
|
|
$282.75
|
|
|
$348.06
|
|
|
|
4/1/2009
|
|
|
6/30/2009
|
|
|
$444.32
|
|
|
$354.09
|
|
|
$421.59
|
|
|
|
7/1/2009
|
|
|
9/30/2009
|
|
|
$499.06
|
|
|
$396.63
|
|
|
$495.85
|
|
|
|
10/1/2009
|
|
|
12/31/2009
|
|
|
$622.73
|
|
|
$484.58
|
|
|
$619.98
|
|
|
|
1/1/2010
|
|
|
3/31/2010
|
|
|
$626.75
|
|
|
$526.43
|
|
|
$567.01
|
|
|
|
4/1/2010
|
|
|
6/30/2010
|
|
|
$595.30
|
|
|
$444.95
|
|
|
$444.95
|
|
|
|
7/1/2010
|
|
|
9/30/2010
|
|
|
$530.41
|
|
|
$436.07
|
|
|
$525.79
|
|
|
|
10/1/2010
|
|
|
12/31/2010
|
|
|
$627.16
|
|
|
$522.35
|
|
|
$593.97
|
|
|
|
1/1/2011
|
|
|
3/31/2011
|
|
|
$639.63
|
|
|
$557.10
|
|
|
$586.21
|
|
|
|
4/1/2011
|
|
|
6/30/2011
|
|
|
$591.80
|
|
|
$474.88
|
|
|
$506.38
|
|
|
|
7/1/2011
|
|
|
9/30/2011
|
|
|
$622.46
|
|
|
$490.92
|
|
|
$514.38
|
|
|
|
10/1/2011
|
|
|
12/31/2011
|
|
|
$645.90
|
|
|
$495.52
|
|
|
$645.90
|
|
|
|
1/1/2012
|
|
|
2/22/2012*
|
|
|
$668.28
|
|
|
$568.10
|
|
|
$607.94
|
|
|
|
*
|
|
|
As of the date of this free writing prospectus available information
for the first calendar quarter of 2012 includes data for the period
from January 1, 2012 through February 22, 2012. Accordingly, the
"Quarterly High," "Quarterly Low" and "Close" data indicated are for
this shortened period only and do not reflect complete data for the
first calendar quarter of 2012.
|
|
The graph below illustrates the daily performance of the Class A
common stock of Google from August 19, 2004 through February 22,
2012, based on information from Bloomberg without independent
verification. We make no representation or warranty as to the
accuracy or completeness of the information obtained from Bloomberg.
The dotted line represents a hypothetical Coupon Barrier and Trigger
Price, equal to 80% of the closing price on February 22, 2012. The
actual Coupon Barrier and Trigger Price will be based on the closing
price of the Class A common stock of Google on the Trade Date.
Past performance of the Underlying Stock is not indicative of the
future performance of the Underlying Stock.
Dell Inc.
According to its publicly available filings with the SEC, Dell Inc.,
which we refer to as Dell, is a technology company that offers a
range of products and services including personal and commercial
computing solutions in addition to other electronics products. The
common stock of Dell, par value $0.01 per share, is listed on The
NASDAQ Stock Market, which we refer to as the Relevant Exchange for
purposes of Dell in the accompanying product supplement no. UBS-5-I.
Dell's SEC file number is 000-17017.
Historical Information Regarding the Common Stock of Dell
The following table sets forth the quarterly high and low closing
prices for the common stock of Dell, based on daily closing prices on
the primary exchange for Dell, as reported by Bloomberg. The closing
price of the common stock of Dell on February 22, 2012 was $17.15.
The actual Initial Price will be the closing price of one share of
the common stock of Dell on the Trade Date. We obtained the closing
prices and other information below from Bloomberg, without
independent verification. The closing prices and this other
information may be adjusted by Bloomberg for corporate actions such
as stock splits, public offerings, mergers and acquisitions,
spin-offs, delistings and bankruptcy. We make no representation or
warranty as to the accuracy or completeness of the information
obtained from Bloomberg.
Since its inception, the price of the common stock of Dell has
experienced significant fluctuations. The historical performance of
the common stock of Dell should not be taken as an indication of
future performance, and no assurance can be given as to the closing
prices of the common stock of Dell during the term of the Securities.
We cannot give you assurance that the performance of the common stock
of Dell will result in the return of any of your initial investment.
We make no representation as to the amount of dividends, if any, that
Dell will pay in the future. In any event, as an investor in the
Securities, you will not be entitled to receive dividends, if any,
that may be payable on the common stock of Dell.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Begin
|
|
|
Quarter End
|
|
|
Quarterly High
|
|
|
Quarterly Low
|
|
|
Close
|
|
|
|
1/1/2007
|
|
|
3/31/2007
|
|
|
$27.28
|
|
|
$21.79
|
|
|
$23.21
|
|
|
|
4/1/2007
|
|
|
6/30/2007
|
|
|
$28.55
|
|
|
$23.02
|
|
|
$28.55
|
|
|
|
7/1/2007
|
|
|
9/30/2007
|
|
|
$29.34
|
|
|
$25.93
|
|
|
$27.60
|
|
|
|
10/1/2007
|
|
|
12/31/2007
|
|
|
$30.60
|
|
|
$23.57
|
|
|
$24.51
|
|
|
|
1/1/2008
|
|
|
3/31/2008
|
|
|
$24.39
|
|
|
$19.07
|
|
|
$19.92
|
|
|
|
4/1/2008
|
|
|
6/30/2008
|
|
|
$24.45
|
|
|
$18.24
|
|
|
$21.88
|
|
|
|
7/1/2008
|
|
|
9/30/2008
|
|
|
$25.63
|
|
|
$15.41
|
|
|
$16.48
|
|
|
|
10/1/2008
|
|
|
12/31/2008
|
|
|
$16.15
|
|
|
$9.30
|
|
|
$10.24
|
|
|
|
1/1/2009
|
|
|
3/31/2009
|
|
|
$11.27
|
|
|
$7.99
|
|
|
$9.48
|
|
|
|
4/1/2009
|
|
|
6/30/2009
|
|
|
$13.86
|
|
|
$9.50
|
|
|
$13.73
|
|
|
|
7/1/2009
|
|
|
9/30/2009
|
|
|
$16.92
|
|
|
$11.97
|
|
|
$15.26
|
|
|
|
10/1/2009
|
|
|
12/31/2009
|
|
|
$16.07
|
|
|
$12.81
|
|
|
$14.36
|
|
|
|
1/1/2010
|
|
|
3/31/2010
|
|
|
$15.22
|
|
|
$12.90
|
|
|
$15.01
|
|
|
|
4/1/2010
|
|
|
6/30/2010
|
|
|
$17.50
|
|
|
$12.06
|
|
|
$12.06
|
|
|
|
7/1/2010
|
|
|
9/30/2010
|
|
|
$13.74
|
|
|
$11.59
|
|
|
$12.96
|
|
|
|
10/1/2010
|
|
|
12/31/2010
|
|
|
$14.71
|
|
|
$12.90
|
|
|
$13.55
|
|
|
|
1/1/2011
|
|
|
3/31/2011
|
|
|
$15.83
|
|
|
$13.15
|
|
|
$14.51
|
|
|
|
4/1/2011
|
|
|
6/30/2011
|
|
|
$16.75
|
|
|
$14.25
|
|
|
$16.67
|
|
|
|
7/1/2011
|
|
|
9/30/2011
|
|
|
$17.52
|
|
|
$13.65
|
|
|
$14.15
|
|
|
|
10/1/2011
|
|
|
12/31/2011
|
|
|
$16.62
|
|
|
$13.91
|
|
|
$14.63
|
|
|
|
1/1/2012
|
|
|
2/22/2012*
|
|
|
$18.32
|
|
|
$14.99
|
|
|
$17.15
|
|
|
|
*
|
|
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As of the date of this free writing prospectus available information
for the first calendar quarter of 2012 includes data for the period
from January 1, 2012 through February 22, 2012. Accordingly, the
"Quarterly High," "Quarterly Low" and "Close" data indicated are for
this shortened period only and do not reflect complete data for the
first calendar quarter of 2012.
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The graph below illustrates the daily performance of the common stock
of Dell from January 2, 2002 through February 22, 2012, based on
information from Bloomberg without independent verification. We make
no representation or warranty as to the accuracy or completeness of
the information obtained from Bloomberg. The dotted line represents a
hypothetical Coupon Barrier and Trigger Price, equal to 75% of the
closing price on February 22, 2012. The actual Coupon Barrier and
Trigger Price will be based on the closing price of the common stock
of Dell on the Trade Date.
Past performance of the Underlying Stock is not indicative of the
future performance of the Underlying Stock.
Supplemental Plan of Distribution
We have agreed to indemnify UBS and JPMS against liabilities under
the Securities Act of 1933, as amended, or to contribute to payments
that UBS may be required to make relating to these liabilities as
described in the prospectus supplement and the prospectus. We will
agree that UBS may sell all or a part of the Securities that it
purchases from us to its affiliates at the price indicated on the
cover of the pricing supplement, the document that will be filed
pursuant to Rule 424(b)(2) and containing the final pricing terms of
the Securities.
Subject to regulatory constraints, JPMS intends to offer to purchase
the Securities in the secondary market, but it is not required to
do so.
We or our affiliate may enter into swap agreements or related hedge
transactions with one of our other affiliates or unaffiliated
counterparties in connection with the sale of the Securities, and
JPMS and/or an affiliate may earn additional income as a result of
payments pursuant to the swap or related hedge transactions. See "Use
of Proceeds and Hedging" beginning on page PS-18 of the accompanying
product supplement no. UBS-5-I.
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