CALCULATION OF REGISTRATION FEE |
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Title
of Each Class of Securities Offered |
Maximum
Aggregate Offering Price |
Amount
of Registration Fee(1)(2) |
Notes |
$2,905,000 |
$89.18 |
(1) | Calculated in accordance with Rule 457(r) of the Securities Act of 1933. | |
(2) | Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $ 457,121.34 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-117770) filed by JPMorgan Chase & Co. on July 30, 2004, and have been carried forward, of which $89.18 offset against the registration fee due for this offering and of which $457,032.16 remains available for future registration fees. No additional registration fee has been paid with respect to this offering. |
Pricing supplement no. 556 |
Registration Statement No. 333-130051 |
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Structured |
JPMorgan Chase & Co. |
General
Key Terms
Index: |
The S&P 500® Index (“SPX”) (the “Index”) |
Upside Leverage Factor: |
1.1675. |
Payment at Maturity: |
If the Ending Index Level is greater than the Initial Index Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return multiplied by 1.1675. Accordingly, if the Index Return is positive, your payment per $1,000 principal amount note will be calculated as follows: |
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$1,000 + [$1,000 x (Index Return x 1.1675)] |
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Your principal is protected against up to a 35% decline of the Index at maturity if a Knock-Out Event has not occurred. If the Ending Index Level declines from the Initial Index Level and a Knock-Out Event has not occurred, you will receive the principal amount of your notes at maturity. A Knock-Out Event occurs if, on any trading day during the Monitoring Period, the Index closing level has declined, as compared to the Initial Index Level, by more than the 35% Knock-Out Buffer Amount. If the Ending Index Level declines from the Initial Index Level and a Knock-Out Event has occurred, you will lose 1% of the principal amount of your notes for every 1% that the Index declines beyond the Initial Index Level. Under these circumstances, your final payment per $1,000 principal amount note will be calculated as follows: |
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$1,000 + [$1,000 x (Index Return)] |
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If the Ending Index Level declines from the Initial Index Level and a Knock-Out Event has occurred, the protection provided by the 35% Knock-Out Buffer Amount will terminate and you could lose some or all of your investment at maturity. |
Monitoring Period: |
The period from the pricing date to and including the Observation Date. |
Knock-Out Buffer Amount: |
35% |
Index Return: |
Ending Index Level – Initial Index
Level |
Initial Index Level: |
The Index closing level on the pricing date, which was 1482.66. |
Ending Index Level: |
The Index closing level on the Observation Date. |
Observation Date: |
July 26, 2012† |
Maturity Date: |
July 31, 2012† |
CUSIP: |
48123JT74 |
† | Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 18-I. |
Investing in the Knock-Out Buffered Return Enhanced Notes involves a number of risks. See “Risk Factors” beginning on page PS-5 of the accompanying product supplement no. 18-I and “Selected Risk Considerations” beginning on page PS-2 of this pricing supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying prospectus supplements and prospectus. Any representation to the contrary is a criminal offense.
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Price to Public |
Fees and Commissions (1) |
Proceeds to Us |
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|||
Per note |
$1,000 |
$53.93 |
$946.07 |
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Total |
$2,905,000 |
$156,666.65 |
$2,748,333.35 |
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(1) | J.P. Morgan Securities Inc., whom we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission of $53.93 per $1,000 principal amount note and will use a portion of that commission to pay selling concessions to other dealers of $30.00 per $1,000 principal amount note. See “Underwriting” beginning on page PS-21 of the accompanying product supplement no. 18-I. |
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
JPMorgan
July 26, 2007
ADDITIONAL TERMS SPECIFIC TO THE NOTES
You should read this pricing supplement together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated December 1, 2005 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. 18-I dated March 16, 2006. This pricing supplement, 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. 18-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):
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.
Supplemental Information
The information set forth below supplements the information contained in the accompanying product supplement no. 18-I.
Selected Purchase Considerations
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JPMorgan
Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index |
PS-1 |
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or any of the component stocks of the Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 18-I dated March 16, 2006. The risk considerations described below supplement, and to the extent they conflict with the risk factors described under “Risk Factors” in the accompanying product supplement no. 18-I, supersede the risk factors set forth in product supplement no. 18-I.
You may have to sell your notes at a substantial discount if a Knock-Out Event has occurred.
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JPMorgan
Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index |
PS-2 |
What is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Index?
The following table illustrates the hypothetical total return at maturity on the notes. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume an Initial Index Level of 1500 and reflect the Upside Leverage Factor of 1.1675. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.
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Ending Index |
Index Return |
Note Total Return if |
Note Total Return if |
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2700.00 |
80.00% |
93.4000% |
93.4000% |
2475.00 |
65.00% |
75.8875% |
76.8875% |
2250.00 |
50.00% |
58.3750% |
58.3750% |
2100.00 |
40.00% |
46.7000% |
46.7000% |
1950.00 |
30.00% |
35.0250% |
35.0250% |
1800.00 |
20.00% |
23.3500% |
23.3500% |
1650.00 |
10.00% |
11.6750% |
11.6750% |
1575.00 |
5.00% |
5.8375% |
5.8375% |
1500.00 |
0.00% |
0.00% |
0.0000% |
1425.00 |
-5.00% |
0.00% |
-5.0000% |
1350.00 |
-10.00% |
0.00% |
-10.0000% |
1200.00 |
-20.00% |
0.00% |
-20.0000% |
1050.00 |
-30.00% |
0.00% |
-30.0000% |
975.00 |
-35.00% |
0.00% |
-35.0000% |
900.00 |
-40.00% |
N/A |
-40.0000% |
750.00 |
-50.00% |
N/A |
-50.0000% |
600.00 |
-60.00% |
N/A |
-60.0000% |
450.00 |
-70.00% |
N/A |
-70.0000% |
300.00 |
-80.00% |
N/A |
-80.0000% |
150.00 |
-90.00% |
N/A |
-90.0000% |
0.00 |
-100.00% |
N/A |
-100.0000% |
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(1) |
The Index closing level is greater than or equal to 975 on each trading day during the Monitoring Period. |
(2) | The Index closing level is less than 975 on at least one trading day during the Monitoring Period. |
Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how the total returns set forth in the table above are calculated.
Example 1: The level of the Index increases from the Initial Index Level of 1500 to an Ending Index Level of 1575. Because the Ending Index Level of 1575 is greater than the Initial Index Level of 1500, regardless of whether a Knock-Out Event has occurred, the investor receives a payment at maturity of $1,058.63 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 x (5% x 1.1675)] = $1,058.38
Example 2: The level of the Index decreases from the Initial Index Level of 1500 to an Ending Index Level of 975 and a Knock-Out Event has not occurred. Because the Ending Index Level of 975 is less than the Initial Index Level of 1500 and the Index has not closed below 975 on any trading day during the Monitoring Period, a Knock-Out Event has not occurred and the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.
Example 3: The level of the Index decreases from the Initial Index Level of 1500 to an Ending Index Level of 900. Because the Ending Index Level of 900 is less than the Initial Index Level of 1500 by more than the Knock-Out Buffer Amount of 35%, a Knock-Out Event has occurred and the investor receives a payment at maturity of $600 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x -40%) = $600
Example 4: The level of the Index decreases from the Initial Index Level of 1500 to an Ending Index Level of 1200 and a Knock-Out Event has occurred. Because the Ending Index Level of 1200 is less than the Initial Index Level of 1500 and because the Index has closed below 975 on at least one trading day during the Monitoring Period, a Knock-Out Event has occurred and the investor receives a payment at maturity of $800 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 x -20%)
= $800
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JPMorgan
Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index |
PS-3 |
Historical Information
The following graph sets forth the historical performance of the S&P 500® Index based on the weekly Index closing level from January 4, 2002 through July 20, 2007. The Index closing level on July 26, 2007 was 1482.66. We obtained the Index closing levels below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing level on the Observation Date or on any trading day during the Monitoring Period. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment.
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JPMorgan
Structured Investments —
Knock-Out Buffered Return Enhanced Notes Linked to the S&P 500® Index |
PS-4 |