Obbligazione JPMorgan Chase 4.16% ( US48126DLY30 ) in USD

JPMorgan Chase

97.94 USD ▼

Stati Uniti

US48126DLY30 ( in USD )

4.16% per anno ( pagato 2 volte l'anno)

21/12/2027

Prospetto opuscolo dell'obbligazione JP Morgan US48126DLY30 en USD 4.16%, scadenza 21/12/2027

1 000 USD

48126DLY3

N/A

21/12/2025 ( In 151 giorni )

JPMorgan Chase & Co. è una delle più grandi istituzioni finanziarie al mondo, operante nel settore bancario d'investimento, gestione patrimoniale e servizi finanziari.

Un'obbligazione, identificata dai codici ISIN US48126DLY30 e CUSIP 48126DLY3, emessa da JP Morgan, una delle più grandi e influenti istituzioni finanziarie globali con sede negli Stati Uniti, riconosciuta per la sua vasta offerta di servizi bancari di investimento, gestione patrimoniale e banking commerciale, è uno strumento di debito domiciliato negli Stati Uniti che attualmente quota sul mercato al 97.94% del suo valore nominale in Dollari Statunitensi (USD), proponendo un tasso d'interesse annuale del 4.16% con una frequenza di pagamento semestrale, una scadenza fissata al 21 dicembre 2027 e una dimensione minima di acquisto pari a 1.000 unità della divisa.

http://www.sec.gov/Archives/edgar/data/19617/000089109212007533/e...
424B2 1 e51187_424b2.htm PRICING SUPPLEMENT NO. 922
CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee
Notes
$5,422,000
$739.56

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Pricing supplement no. 922
Pricing supplement to
To prospectus dated November 14, 2011,
Product Supplement No. 1-I
prospectus supplement dated November 14, 2011,
Registration Statement No. 333-177923
product supplement no. 1-I dated November 14, 2011 and
Dated December 18, 2012; Rule 424(b)(2)
underlying supplement no. 1-I dated November 14, 2011

$5,422,000
Structured
Callable Variable Rate Range Accrual Notes linked to the

Investments
6-Month USD LIBOR and the Russell 2000® Index due
December 21, 2027
General
·
Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing December 21, 2027, subject to
postponement as described below.
·
The notes are designed for investors who seek quarterly interest payments that wil be equal to the Interest Factor
for the applicable Interest Period, multiplied by a fraction, the numerator of which is the actual number of calendar
days during which the Accrual Provision (defined below) is satisfied and the denominator of which is the actual
number of calendar days in the applicable Interest Period. The Interest Factor wil be determined on each Interest
Reset Date for the applicable Interest Period and wil be equal to (a) for the first year, 8.50% per annum and (b) for
the remaining term of the notes, the Multiplier (defined below) times the difference of the applicable Strike Rate
minus 6-Month USD LIBOR on such Interest Reset Date. In no event wil the Interest Rate be greater than the
Maximum Interest Rate as set forth below or less than the Minimum Interest Rate of 0.00% per annum. Any
payment on the notes is subject to the credit risk of JPMorgan Chase & Co.
·
The terms of the notes as set forth below, to the extent they differ or conflict with those set forth in the
accompanying product supplement no. 1-I, wil supersede the terms set forth in product supplement no. 1-I. In
particular, whether the Accrual Provision is satisfied wil depend on the Index Level on the applicable Accrual
Determination Date (rather than on the Index Level on an Equity Index Determination Date as described in product
supplement 1-I), as set forth below, and interest wil be payable to the holders of record at the close of business on
the Business Day immediately preceding the applicable Interest Payment Date or Redemption Date. Please refer to
"Key Terms -- Accrual Provision," "Key Terms -- Accrual Determination Date," "Key Terms -- Redemption
Feature" and "Selected Purchase Considerations -- Quarterly Interest Payments" in this pricing supplement for
more information.
·
Minimum denominations of $1,000 and integral multiples thereof.
·
The notes priced on December 18, 2012 and are expected to settle on or about December 21, 2012.
·
At our option, we may redeem the notes, in whole but not in part, on any of the specified Redemption Dates
specified below.
Key Terms
Payment at Maturity:
If the notes have not been redeemed, at maturity you wil receive a cash payment for
each $1,000 principal amount note of $1,000 plus any accrued and unpaid interest.
Redemption Feature:
At our option, we may redeem the notes, in whole but not in part, on the 21st of March,
June, September and December of each year, commencing December 21, 2013 (each,
a "Redemption Date") by providing at least 5 Business Days' notice; provided, however,
that if any Redemption Date is not a Business Day, then such Redemption Date shal be
the fol owing Business Day. If the notes are redeemed, you wil receive on the
applicable Redemption Date a cash payment equal to $1,000 for each $1,000 principal
amount note redeemed. Any accrued and unpaid interest on notes redeemed wil be
paid to the person who is the holder of record of such notes at the close of business on
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the Business Day immediately preceding the applicable Redemption Date.
Interest:
With respect to each Interest Period, for each $1,000 principal amount note, the
interest payment wil be calculated as fol ows:
$1,000 × Interest Rate × (90/ 360)
Interest Rate:
The Calculation Agent wil determine the Interest Rate per annum applicable to each
Interest Period, calculated in thousandths of a percent, with five ten-thousandths of a
percent rounded upwards, based on the fol owing formula:

Variable Days
Interest Factor ×
, where
Actual Days

"Variable Days" is the actual number of calendar days during such Interest Period on
which the Accrual Provision is satisfied, and
"Actual Days" means, with respect to each Interest Payment Date, the actual number of
calendar days in the Interest Period.
The Interest Rate may not equal the Interest Factor during any Interest Period.
The Interest Rate will depend on the number of calendar days during any given
Interest Period on which the Accrual Provision is satisfied and may be zero.
Interest Factor:
With respect to each Interest Period, a percentage per annum, which is determined on
a quarterly basis on the Interest Reset Date and subject to the satisfaction of the
Accrual Provision, equal to:

From (and including)
To (but excluding)
Interest Factor*
Strike Rate
December 21, 2012
December 21, 2013
8.50%
Not Applicable
December 21, 2013
December 21, 2017
Multiplier x (Strike
5.00% per
Rate minus 6-Month
annum
USD LIBOR)
December 21, 2017
December 21, 2022
Multiplier x (Strike
5.50% per
Rate minus 6-Month
annum
USD LIBOR)
December 21, 2022
December 21, 2027
Multiplier x (Strike
6.00% per
Rate minus 6-Month
annum
USD LIBOR)
*Subject to the Minimum Interest Rate and a Maximum Interest Rate. 6-Month USD
LIBOR is determined on the applicable Interest Reset Date for such Interest Period
Multiplier
1.3
Minimum Interest Rate:
0.00% per annum for any Interest Period.
Maximum Interest Rate:
With respect to each Interest Period, the Maximum Interest Rate wil be equal to:

From (and including)
To (but excluding)
Maximum Interest Rate

December 21, 2012
December 21, 2013
8.50% per annum

December 21, 2013
December 21, 2017
6.50% per annum

December 21, 2017
December 21, 2022
7.15% per annum

December 21, 2022
December 21, 2027
7.80% per annum
Accrual Provision:
For each Interest Period, the Accrual Provision shal be deemed to have been satisfied
on each calendar day during such Interest Period on which the Index Level of the
Russel 2000® Index, as determined on the Accrual Determination Date relating to such
calendar day, is greater than or equal to the Minimum Index Level (which wil be equal
to 600). If the Index Level of the Russel 2000® Index as determined on the Accrual
Determination Date relating to such calendar day is less than the Minimum Index Level,
then the Accrual Provision shal be deemed not to have been satisfied for such calendar
day.
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Accrual Determination
The second Trading Day prior to such calendar day. Notwithstanding the foregoing, for
Date:
al calendar days in the Exclusion Period, the Accrual Determination Date wil be the first
Trading Day that precedes such Exclusion Period.
Exclusion Period:
The period commencing on the seventh Business Day prior to but excluding each
Interest Payment Date.
Other Key Terms:
Please see "Additional Key Terms" in this pricing supplement for other key terms.
Investing in the Cal able Variable Rate Range Accrual Notes involves a number of risks. See "Risk Factors" beginning on
page PS-13 of the accompanying product supplement no. 1-I, "Risk Factors" beginning on page US-1 of the
accompanying underlying supplement no. 1-I and "Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the U.S. Securities and Exchange Commission, or SEC, nor any state securities commission has approved or
disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement, the accompanying
product supplement no. 1-I, the accompanying underlying supplement no. 1-I or the accompanying prospectus
supplement and prospectus. Any representation to the contrary is a criminal offense.

Price to Public (1)(2)(3)
Fees and Commissions (1)(2) Proceeds to Us
Per note
At variable prices
$ 62.50
$ 937.50
Total
At variable prices
$ 338,875
$ 5,083,125
(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of
our affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., wil receive a
commission of $62.50 per $1,000 principal amount note and wil use a portion of that commission to allow selling
concessions to other affiliated or unaffiliated dealers of $38.90 per $1,000 principal amount note. This commission wil
include the projected profits that our affiliates expect to realize, some of which wil be al owed to other unaffiliated
dealers, for assuming risks inherent in hedging our obligations under the notes. The concessions of $38.90 include
concessions to be al owed to selling dealers and concessions to be al owed to any arranging dealer. See "Plan of
Distribution (Conflicts of Interest)" beginning on page PS-42 of the accompanying product supplement no. 1-I.
(3) JPMS sold the notes in one or more negotiated transactions, at varying prices determined at the time of each sale,
which were at market prices prevailing, at prices related to such prevailing prices or at negotiated prices, provided that
such prices were not less than $965.00 per $1,000 principal amount note and not more than $1,000 per $1,000 principal
amount note. See "Plan of Distribution (Conflicts of Interest)" beginning on page PS-42 of the accompanying product
supplement no. 1-I.
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
December 18, 2012

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Additional Terms Specific to the Notes
You should read this pricing supplement 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
notes are a part, and the more detailed information contained in product supplement no. 1-I dated November 14,
2011 and underlying supplement no. 1-I dated November 14, 2011. This pricing supplement, together with the
documents listed below, contains the terms of the notes, supplements the term sheet related hereto dated
December 11, 2012 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 careful y consider, among other things, the matters set forth in "Risk Factors" in the accompanying product
supplement no. 1-I and the accompanying underlying supplement no. 1-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 fol ows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
·
Product supplement no. 1-I dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007588/e46195_424b2.pdf
·
Underlying supplement no. 1-I dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007615/e46154_424b2.pdf
·
Prospectus supplement dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007578/e46180_424b2.pdf
·
Prospectus dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007568/e46179_424b2.pdf
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.
Additional Key Terms
Interest Period:
The period beginning on and including the Issue Date of the notes and ending on but
excluding the first Interest Payment Date and each successive period beginning on and
including an Interest Payment Date and ending on but excluding the next succeeding
Interest Payment Date
Interest Payment Dates:
Interest on the notes wil be payable quarterly in arrears on the 21st of March, June,
September and December of each year (each such date, an "Interest Payment Date"),
commencing March 21, 2013, up to and including the Interest Payment Date
corresponding to the Maturity Date, or, if the notes have been redeemed, the applicable
Redemption Date. See "Selected Purchase Considerations -- Quarterly Interest
Payments" in this pricing supplement for more information.
Minimum Index Level:
600
6-Month USD LIBOR:
With respect to any Interest Reset Date, "6-Month USD LIBOR" refers to the London
Interbank Offered Rate for deposits in U.S. dol ars with a Designated Maturity of six
months that appears on the Reuters page "LIBOR01" (or any successor page) under
the heading "6Mo" at approximately 11:00 a.m., London time, on the applicable Interest
Reset Date, as determined by the Calculation Agent. If on the applicable Interest Reset
Date, 6-Month USD LIBOR cannot be determined by reference to Reuters page
"LIBOR01" (or any successor page), then the rate for such date shal be determined as
if LIBOR Reference Banks Rate were the applicable rate.
Index Level:
On any Trading Day, the official closing level of the Russell 2000® Index (the "Index")
published fol owing the regular official weekday close of trading for the Russell 2000®
Index on Bloomberg Professional® Service page "RTY Index HP" on such Trading Day.
If a market disruption event exists with respect to the Russell 2000® Index on any
Accrual Determination Date, the Index Level on the immediately preceding Accrual
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Determination Date for which no market disruption event occurs or is continuing wil be
the Index Level for such disrupted Accrual Determination Date (and wil also be the
Index Level for the original y scheduled Accrual Determination Date). In certain
circumstances, the Index Level wil be based on the alternative calculation of the Russel
2000® Index as described under "General Terms of Notes -- Discontinuation of an
Equity Index; Alteration of Method of Calculation" in the accompanying product
supplement no. 1-I.
Interest Reset Date:
Two London Business Days immediately prior to the beginning of the applicable Interest
Period.
Business Day:
Any day, other than a Saturday, Sunday or a day on which banking institutions in each of
the City of New York, New York are general y authorized or obligated by law or
executive order to close.
Trading Day:
A day, as determined by the Calculation Agent, on which trading is general y conducted
on (i) the relevant exchanges for securities underlying the Russel 2000® Index or the
relevant successor index, if applicable, and (i ) the exchanges on which futures or
options contracts related to the Russel 2000® Index or the relevant successor index, if
applicable, are traded, other than a day on which trading on such relevant exchange or
exchange on which such futures or options contracts are traded is scheduled to close
prior to its regular weekday closing time.
Pricing Date:
December 18, 2012
Issue Date:
December 21, 2012; provided, however that if such day is not a Business Day, then the
Issue Date wil be the fol owing day that is a Business Day.
Maturity Date:
December 21, 2027; provided, however that if such day is not a Business Day, then the
Maturity Date wil be the fol owing day that is a Business Day.
LIBOR Reference Banks
A rate determined by the Calculation Agent to be the mean (rounded if necessary to the
Rate:
fifth decimal place, with 0.000005 being rounded upwards) of the offered rates for
deposits in U.S. dol ars for a period of six months that at least three major banks in
London, selected by the Calculation Agent, are offering to prime banks in the London
interbank market, at 11:00 a.m. (London time) on the relevant Interest Reset Date. If
on any Interest Reset Date fewer than three of such offered rates are available, the
rate shall be determined by the Calculation Agent in its sole discretion.
London Business Day:
Any day other than a day on which banking institutions in London, England are
authorized or required by law, regulation or executive order to close.
CUSIP:
48126DLY3
Selected Purchase Considerations
·
PRESERVATION OF CAPITAL AT MATURITY OR UPON REDEMPTION -- Regardless of the performance of
6-Month USD LIBOR or the Russel 2000® Index, we wil pay you at least 100% of the principal amount of your
notes if you hold the notes to maturity or upon redemption. Because the notes are our senior unsecured obligations,
payment of any amount at maturity or upon redemption is subject to our ability to pay our obligations as they
become due.
·
QUARTERLY INTEREST PAYMENTS -- The notes wil pay at the applicable variable Interest Rate as described
on the front cover of this pricing supplement. Interest, if any, wil be paid in arrears on each Interest Payment Date,
to the holder of record of such notes at the close of business on the Business Day immediately preceding the
applicable Interest Payment Date. If an Interest Payment Date is not a Business Day, payment wil be made on the
immediately fol owing Business Day. The interest payments during the period from and including December 21,
2012 to but excluding December 21, 2013 wil be affected by the official Index Level of the Russell 2000® Index,
and for al Interest Periods thereafter, interest payments wil be affected by both the level of 6-Month USD LIBOR
and the official
JPMorgan Structured Investments --
PS-2
Callable Variable Rate Range Accrual Notes linked to the 6-Month USD LIBOR and the Russell 2000® Index
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Index Level of the Russell 2000® Index as described under "Interest Rate" on the cover of this pricing supplement,
but wil not reflect the performance of such rate or such index.
·
POTENTIAL QUARTERLY REDEMPTION BY US AT OUR OPTION -- At our option, we may redeem the notes,
in whole but not in part, on the 21st of March, June, September and December of each year (each such date, a
"Redemption Date"), commencing December 21, 2013 for a cash payment equal to $1,000 for each $1,000
principal amount note redeemed. Any accrued and unpaid interest on notes redeemed wil be paid to the person
who is the holder of record of such notes at the close of business on the Business Day immediately preceding the
applicable Redemption Date.
·
DIVERSIFICATION OF THE RUSSELL 2000® INDEX -- The return on the notes is linked to the Russel 2000®
Index. The Russell 2000® Index consists of 2000 component stocks selected to provide a performance benchmark
for the U.S. equity markets. For additional information about the Index, see the information set forth under "The
Russell 2000® Index" in the accompanying underlying supplement no. 1-I.
·
TREATED AS CONTINGENT PAYMENT DEBT INSTRUMENTS -- You should review careful y the section entitled
"Material U.S. Federal Income Tax Consequences" in the accompanying product supplement no. 1-I. Subject to the
limitations described therein, in the opinion of our special tax counsel, Sidley Austin LLP, the notes wil be treated for
U.S. federal income tax purposes as "contingent payment debt instruments." You wil general y be required to
accrue and recognize original issue discount ("OID") as interest income in each year at the "comparable yield," as
determined by us, even though the actual interest payments made with respect to the notes during a taxable year
may differ from the amount of OID that must be accrued during that taxable year. In addition, solely for purposes of
determining the amount of OID that you wil be required to accrue, we are also required to construct a "projected
payment schedule" in respect of the notes representing a series of payments the amount and timing of which would
produce a yield to maturity on the notes equal to the comparable yield. You wil be required to make adjustments to
the amount of OID you must recognize each taxable year to reflect the difference, if any, between the actual
amount of interest payments made and the projected amount of the interest payments (as reflected in the projected
payment schedule). Under the forgoing rules, you wil not be required to separately include in income the interest
payments you receive with respect to the notes. To obtain the comparable yield and the projected payment
schedule in respect of the notes, contact a certified financial analyst at the Global Securities Group desk at (800)
576-3529. General y, amounts received at maturity or earlier sale or disposition in excess of your tax basis, if any,
wil be treated as additional interest income while any loss wil be treated as an ordinary loss to the extent of al
previous interest inclusions with respect to the notes, which wil be deductible against other income (e.g.,
employment and interest income), with the balance treated as capital loss, the deductibility of which may be subject
to limitations. Purchasers who are not initial purchasers of notes at the issue price should consult their tax advisers
with respect to the tax consequences of an investment in the notes, including the treatment of the difference, if any,
between their basis in the notes and the notes' adjusted issue price.
Subject to certain assumptions and representations received from us, the discussion in this section entitled "Taxed
as Contingent Payment Debt Instruments", when read in combination with the section entitled "Material U.S. Federal
Income Tax Consequences" in the accompanying product supplement, constitutes the ful opinion of Sidley Austin
LLP regarding the material U.S. federal income tax treatment of owning and disposing of the notes.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors"
section of the accompanying product supplement no. 1-I dated November 14, 2011 and the accompanying underlying
supplement no. 1-I dated November 14, 2011.
·
THE NOTES ARE NOT ORDINARY DEBT SECURITIES; THE INTEREST RATE ON THE NOTES IS NOT FIXED
BUT IS VARIABLE -- The rate of interest paid by us on the notes for each Interest Period is not fixed, but wil vary
depending on whether the Accrual Provision is satisfied, and whether such Accrual Provision is satisfied wil depend
on the daily fluctuations in the Index Level. Consequently, the return on the notes may be less than those otherwise
payable on debt issued by us with similar maturities. The interest payments wil be affected by both the level of
6-Month USD LIBOR and the official Index Level of the Russel 2000® Index as described under "Interest Rate" on
the cover of this pricing supplement, but wil not reflect the performance of such rate or such index. Although the
variable Interest Rate on the notes is determined, in part, by reference to the 6-Month USD LIBOR and the Index
Level, the notes do not actual y pay interest at the 6-Month USD LIBOR nor do they track the Index Level. You
should consider, among other things, the overal annual percentage rate of interest to maturity as compared to other
equivalent investment alternatives.
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·
THE INTEREST RATE ON THE NOTES IS VARIABLE, WILL NOT EXCEED THE MAXIMUM INTEREST RATE,
AND MAY BE EQUAL TO 0.00% -- The rate of interest you wil receive is not fixed, but wil vary based on both the
level of 6-Month USD LIBOR on each Interest Reset Date (after the first year of the notes) and the Index Level of
the Russell 2000® Index on each Accrual Determination Date during an Interest Period. The Interest Rate on the
notes, which wil be payable on each Interest Payment Date, wil be determined based on the applicable Interest
Factor and the Index Level of the Russell 2000® Index as described on the cover of this pricing supplement, subject
to the applicable Maximum Interest Rate per annum and the Minimum Interest Rate per annum. The Interest Factor
wil be determined in accordance with the section entitled "Interest Factor" on the cover of this pricing supplement,
subject to the Interest Factor being greater than or equal to the Minimum Interest Rate and less than or equal to the
Maximum Interest Rate as described on the cover of this pricing supplement. If the applicable Interest Factor as
described on the cover of this pricing supplement is equal to zero, the Interest Rate for such Interest Period wil be
equal to the Minimum Interest Rate of 0.00% per annum. Additional y, if the Index Level of the Russel 2000® Index
is less than the Minimum Index Level for an entire Interest Period, the Interest Rate for such Interest Period wil be
equal to 0.00% per annum. You wil not be compensated for any loss in value due to inflation and other factors
relating to the value of money over time during such period.
·
AFTER THE FIRST YEAR OF THE NOTES, THE INTEREST FACTOR APPLICABLE TO AN INTEREST PERIOD
WILL DECREASE AS THE VALUE OF 6-MONTH USD LIBOR INCREASES, EXCEPT WHEN LOWER THAN
THE
JPMorgan Structured Investments --
PS-3
Callable Variable Rate Range Accrual Notes linked to the 6-Month USD LIBOR and the Russell 2000® Index

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MINIMUM INTEREST RATE OR GREATER THAN THE MAXIMUM INTEREST RATE -- After the first year of the
notes, the Interest Factor is inversely linked to 6-Month USD LIBOR. In other words, as the applicable 6-Month
USD LIBOR increases, the Interest Factor, and therefore the corresponding Interest Rate, wil decrease. If the
applicable Interest Factor as described on the cover of this pricing supplement is equal to zero, the Interest Factor
wil be equal to the Minimum Interest Rate of 0.00%, and if the 6-Month USD LIBOR is less than or equal to zero,
the Interest Factor wil be equal to the applicable Maximum Interest Rate per annum as described on the cover of
this pricing supplement. Additionally, the Interest Rate payable on the notes wil vary also based on whether the
Accrual Provision is satisfied on any Accrual Determination Date. In other words, if the Interest Factor is a certain
percentage, the Interest Rate payable on the notes may be less than that percentage.
·
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.
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.
·
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 for our own accounts or on behalf of customers, could cause our economic interests to be adverse
to yours and could adversely affect any payments 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 the notes declines. Please refer to "Risk Factors -- Risks Relating to the Notes General y" in the
accompanying product supplement for additional information about these risks.
·
CHANGES ARE BEING CONSIDERED IN THE METHOD FOR DETERMINING LIBOR AND IT IS NOT
APPARENT HOW ANY SUCH CHANGES COULD AFFECT THE VALUE OF THE NOTES Beginning in 2008,
concerns have been raised about the accuracy of the calculation of the daily London InterBank Offered Rate
("LIBOR"), which is currently overseen by the British Bankers' Association (the "BBA"). The BBA has taken steps to
change the process for determining LIBOR by increasing the number of banks surveyed to set LIBOR and to
strengthen the oversight of the process. In addition, the final report of the Wheatley Review of LIBOR, published in
September 2012, set forth recommendations relating to the setting and administration of LIBOR, and the UK
government has announced that it intends to incorporate these recommendations in new legislation. At the present
time it is uncertain what changes, if any, may be required or made by the UK government or other governmental or
regulatory authorities in the method for determining LIBOR. Accordingly, at the present time it is not apparent
whether or to what extent any such changes would have an adverse impact on the value of the notes.
·
HEDGING AND TRADING IN THE UNDERLYINGS -- While the notes are outstanding, we or any of our affiliates
may carry out hedging activities related to the notes, including trading instruments related to the 6-Month USD
LIBOR, the Index and the equity securities included in the Index. We or our affiliates may also trade in the equity
securities included in the Index from time to time. Any of these hedging or trading activities as of the Pricing Date
and during the term of the notes could affect adversely the likelihood of a redemption or our payment to you at
maturity.
·
LACK OF LIQUIDITY -- The notes wil 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 sel 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 wil ing to buy the notes.
·
CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO
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