Term sheet
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 4-I dated November 14, 2011 and
underlying supplement no. 1-I dated November 14, 2011
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Term Sheet to
Product Supplement No. 4-I
Registration Statement No. 333-177923
Dated December 20, 2012; Rule 433
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Structured
Investments
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$
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index due July 9, 2015
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·
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The notes are designed for investors who seek unleveraged exposure to the appreciation of an equally weighted basket of two domestic indices. Investors should be willing to forgo interest and dividend payments and, if the Basket Closing Level is less than the Starting Basket Level by more than the Knock-Out Buffer Amount on any day during the Monitoring Period, be willing to lose some or all of their principal at maturity. Any payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
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·
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Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing July 9, 2015*
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·
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Minimum denominations of $1,000 and integral multiples thereof
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·
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The notes are expected to price on or about January 4, 2013 and are expected to settle on or about January 9, 2013.
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Basket:
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The notes are linked to a weighted basket consisting of the S&P 500® Index (“SPX”) and the Russell 2000® Index (“RTY”) (each an “Index” and together, the “Indices”).
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Component Weights:
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The SPX Weight is 50.00% and the RTY Weight is 50.00% (each a “Component Weight” and collectively, the “Component Weights”).
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Knock-Out Buffer Amount:
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Between 42.00%* and 45.00%*
*The actual Knock-Out Buffer Amount will be determined on the pricing date and will not be less than 42.00% or greater than 45.00%.
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Payment at Maturity:
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If the Ending Basket Level is greater than the Starting Basket Level, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Basket Return. Accordingly, if the Ending Basket Level is greater than the Starting Basket Level, your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Basket Return)
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If the Ending Basket Level is equal to the Starting Basket Level, or if the Ending Basket Level is less than the Starting Basket Level and a Knock-Out Event has not occurred, you will receive the principal amount of your notes at maturity.
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If the Ending Basket Level is less than the Starting Basket Level and a Knock-Out Event has occurred, you will lose 1% of the principal amount of your notes for every 1% that the Ending Basket Level is less than the Starting Basket Level, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Basket Return)
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If the Ending Basket Level on any day during the Monitoring Period is less than the Starting Basket Level by more than the Knock-Out Buffer Amount, a Knock-Out Event has occurred, the benefit provided by the Knock-Out Buffer Amount will terminate and you will lose some or all of your initial investment at maturity.
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Knock-Out Event:
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A Knock-Out Event occurs if the Basket Closing Level on any day during the Monitoring Period is less than the Starting Basket Level by more than the Knock-Out Buffer Amount.
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Monitoring Period:
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The period from but excluding the pricing date to and including the Observation Date
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Basket Return:
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Ending Basket Level – Starting Basket Level
Starting Basket Level
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Starting Basket Level:
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Set equal to 100 on the pricing date
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Ending Basket Level:
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The Basket Closing Level on the Observation Date
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Basket Closing Level:
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On any relevant day, the Basket Closing Level will be calculated as follows:
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100 × [1 + (SPX Return × SPX Weight) + (RTY Return × RTY Weight)]
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Each of the returns set forth in the formula above refers to the Index Return for the relevant Index, which reflects the performance of the relevant Index, expressed as a percentage, from the Index closing level of that Index on the pricing date to the closing level of that Index on the relevant day.
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Observation Date*:
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July 6, 2015
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Maturity Date*:
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July 9, 2015
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CUSIP:
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48126DQM4
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*
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Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Payment at Maturity” and “Description of Notes — Postponement of a Determination Date — B. Notes Linked to a Basket” in the accompanying product supplement no. 4-I
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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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Per note
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$
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$
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$
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Total
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$
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$
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$
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(1)
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The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
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(2)
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If the notes priced today, J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $10.00 per $1,000 principal amount note. This commission includes the projected profits that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $10.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMS exceed $15.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-77 of the accompanying product supplement no. 4-I.
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·
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Product supplement no. 4-I dated November 14, 2011:
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Underlying supplement no. 1-I dated November 14, 2011:
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Prospectus supplement dated November 14, 2011:
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·
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Prospectus dated November 14, 2011:
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JPMorgan Structured Investments —
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index
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TS-1
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·
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UNLEVERAGED AND UNCAPPED APPRECIATION POTENTIAL — The notes provide the opportunity to earn an unleveraged return equal to any positive Basket Return. The notes are not subject to a predetermined maximum gain and, accordingly, any return at maturity will be determined based on the movement of the Index. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the notes is subject to our ability to pay our obligations as they become due.
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·
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LIMITED PROTECTION AGAINST LOSS — We will pay you your principal back at maturity if the Basket Closing Level is not less than the Starting Basket Level by more than the Knock-Out Buffer Amount* on any day during the Monitoring Period (i.e., if a Knock-Out Event has not occurred). If the Basket Closing Level is less than the Starting Basket Level by more than the Knock-Out Buffer Amount* on at least one day during the Monitoring Period (i.e., if a Knock-Out Event has occurred), the benefit provided by the Knock-Out Buffer will terminate, and for every 1% that the Basket Closing Level is less than the Starting Basket Level by more than the Knock-Out Buffer Amount*, you will lose an amount equal to 1% of the principal amount of your notes. Accordingly, you could lose some or all of your initial investment at maturity.
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·
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RETURN LINKED TO THE INDICES — The return on the notes is linked to an equally weighted basket consisting of the S&P 500® Index and the Russell 2000® Index. The S&P 500® Index consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. The Russell 2000® Index consists of the middle 2,000 companies included in the Russell 3000ETM Index and, as a result of the index calculation methodology, consists of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information about both Indices, see “Equity Index Descriptions — The S&P 500® Index” and “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement no. 1-I.
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CAPITAL GAINS TAX TREATMENT — You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
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·
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of principal. The return on the notes at maturity is linked to the performance of the Basket and will depend on whether a Knock-Out Event has occurred, and whether, and the extent to which, the Basket Return is positive or negative.
If the Basket Closing Level is less than the Starting Basket Level by more than the Knock-Out Buffer Amount on any day during the Monitoring Period, a Knock-
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JPMorgan Structured Investments —
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index
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TS-2
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Out Event has occurred, and the benefit provided by the Knock-Out Buffer Amount will terminate. Under these circumstances, you will at maturity be fully exposed to any depreciation in the Basket. For every 1% that the Basket Closing Level is less than the Starting Basket Level, you will lose an amount equal to 1% of the principal amount of your notes. Accordingly, you could lose some or all of your initial investment at maturity.
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·
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CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase & Co., and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
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Recent events affecting us have led to heightened regulatory scrutiny, may lead to additional regulatory or legal proceedings against us and may adversely affect our credit ratings and credit spreads and, as a result, the market value of the notes. See “Executive Overview — CIO Synthetic Credit Portfolio Update,” “Liquidity Risk Management — Credit Ratings” and “Item 4. Controls and Procedures” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and “Part II. Other Information — Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
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POTENTIAL CONFLICTS — We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations under the notes. In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliates could result in substantial returns for us or our affiliates while the value of your notes declines.
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In addition, we are currently one of the companies that make up the S&P 500® Index. We will not have any obligation to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the S&P 500® Index and the notes. Please refer to “Risk Factors— Risks Relating to the Notes Generally” in the accompanying product supplement no. 4-I for additional information about these risks.
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AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS — The stocks that constitute the Russell 2000® Index, one of the components of the Basket, are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
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CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY — While the payment at maturity, if any, described in this term sheet is based on the full principal amount of your notes, the original issue price of the notes includes the agent’s commission and the estimated cost of hedging our obligations under the notes. As a result, and as a general matter, the price, if any, at which JPMS will be willing to purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss to you. This secondary market price will also be affected by a number of factors aside from the agent’s commission and hedging costs, including those referred to under “Many Economic and Market Factors Will Impact the Value of the Notes” below.
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The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
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THE BENEFIT PROVIDED BY THE KNOCK-OUT BUFFER AMOUNT MAY TERMINATE ON ANY DAY DURING THE MONITORING PERIOD — If the Basket Closing Level on any day during the Monitoring Period is less than the Starting Basket Level by more than the Knock-Out Buffer Amount, the benefit provided by the Knock-Out Buffer Amount will terminate and you will be fully exposed to any depreciation in the Basket. We refer to this feature as a contingent buffer. Under these circumstances, and if the Basket Closing Level is less than the Starting Basket Level, you will lose 1% of the principal amount of your investment for every 1% that the Basket Closing Level is less than the Starting Basket Level. You will be subject to this potential loss of principal even if the Basket Closing Level subsequently recovers such that it is not less than the Starting Basket Level by more than the Knock-Out Buffer Amount. If these notes had a non-contingent buffer feature, under the same scenario, you would have received the full principal amount of your notes at maturity. As a result, your investment in the notes may not perform as well as an investment in a security with a return that includes a non-contingent buffer.
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JPMorgan Structured Investments —
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index
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TS-3
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·
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RISK OF A KNOCK-OUT EVENT OCCURRING IS GREATER IF THE BASKET IS VOLATILE — The likelihood that the Basket Closing Level will be less than the Starting Basket Level by more than the Knock-Out Buffer Amount on any day during the Monitoring Period, thereby triggering a Knock-Out Event, will depend in large part on the volatility of the Basket — the frequency and magnitude of changes in the level of the Basket.
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NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the equity securities included in the Indices would have.
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CORRELATION (OR LACK OF CORRELATION) OF THE INDICES — The return on the notes is linked to an equally weighted Basket composed of Indices. Changes in the value of the Indices may not correlate with each other. At a time when the level of one of the Indices increases, the level of the other Index may not increase as much or may even decline. Therefore, in calculating the Ending Basket Level, an increase in the level of one of the Indices may be moderated, or more than offset, by a lesser increase or decline in the level of the other Index. In addition, high correlation of movements in the levels of the Indices during periods of negative returns between the Indices could have an adverse effect on the payment at maturity on the notes. There can be no assurance that the Ending Basket Level will be higher than the Starting Basket Level.
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LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
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MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the levels of the Indices on any day, the value of the notes will be impacted by a number of economic and market factors that may either offset or magnify each other, including:
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the actual and expected volatility of the Indices;
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the time to maturity of the notes;
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whether a Knock-Out Event has occurred or is expected to occur;
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the dividend rates on the equity securities included in the Indices;
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interest and yield rates in the market generally, as well as in the markets of the equity securities included in the Indices;
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a variety of economic, financial, political, regulatory and judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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JPMorgan Structured Investments —
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index
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TS-4
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Ending
Basket Level
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Basket Return
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Note Total Return if Knock-Out Event Has Not Occurred (1)
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Note Total Return if Knock-Out Event Has Occurred (2)
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180.00
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80.00%
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80.00%
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80.00%
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165.00
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65.00%
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65.00%
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65.00%
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150.00
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50.00%
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50.00%
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50.00%
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140.00
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40.00%
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40.00%
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40.00%
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130.00
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30.00%
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30.00%
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30.00%
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120.00
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20.00%
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20.00%
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20.00%
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115.00
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15.00%
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15.00%
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15.00%
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110.00
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10.00%
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10.00%
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10.00%
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105.00
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5.00%
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5.00%
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5.00%
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102.50
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2.50%
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2.50%
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2.50%
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100.00
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0.00%
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0.00%
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0.00%
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95.00
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-5.00%
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0.00%
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-5.00%
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90.00
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-10.00%
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0.00%
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-10.00%
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85.00
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-15.00%
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0.00%
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-15.00%
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80.00
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-20.00%
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0.00%
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-20.00%
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70.00
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-30.00%
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0.00%
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-30.00%
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60.00
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-40.00%
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0.00%
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-40.00%
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58.00
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-42.00%
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0.00%
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-42.00%
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57.99
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-42.01%
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N/A
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-42.01%
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50.00
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-50.00%
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N/A
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-50.00%
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40.00
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-60.00%
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N/A
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-60.00%
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30.00
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-70.00%
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N/A
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-70.00%
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20.00
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-80.00%
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N/A
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-80.00%
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10.00
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-90.00%
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N/A
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-90.00%
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0.00
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-100.00%
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N/A
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-100.00%
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(1)
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The Basket Closing Level is greater than or equal to 58.00 (58% of the hypothetical Initial Index Level) on each day during the Monitoring Period.
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(2)
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The Basket Closing Level is less than 58.00 (58% of the hypothetical Initial Index Level) on at least one day during the Monitoring Period.
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JPMorgan Structured Investments —
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index
|
TS-5
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JPMorgan Structured Investments —
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index
|
TS-6
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JPMorgan Structured Investments —
Knock-Out Buffered Equity Notes Linked to an Equally Weighted Basket Consisting of the S&P 500® Index and the Russell 2000® Index
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TS-7
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