Final Pricing Term Sheet

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January 29, 2013

Filed pursuant to Rule 433

Registration No: 333-169900

Final Pricing Term Sheet

This term sheet supplements the information set forth under “Description of the Preferred Stock” in the Prospectus Supplement, subject to completion, dated January 29, 2013 to the Prospectus dated October 13, 2010.

 

Issuer:    JPMorgan Chase & Co.
Security:    Depositary Shares, each representing a 1/400th interest in a share of JPMorgan Chase & Co. 5.45% Non-Cumulative Preferred Stock, Series P
Expected Security Ratings*:    Ba1 (Moody’s) / BBB (S&P) / BBB- (Fitch)
Size:    34,000,000 Depositary Shares
Liquidation Preference:    $10,000 per share of Preferred Stock (equivalent to $25 per Depositary Share)
Maturity:    Perpetual
Day Count:    30/360
Trade Date:    January 29, 2013
Settlement Date:    February 5, 2013 (DTC) (T+5)

Dividend Rate

(Non-Cumulative):

   5.45% per annum
Dividend Payment Dates:    Each March 1, June 1, September 1 and December 1, beginning on June 1, 2013, in each case if declared by the Issuer’s board of directors or duly authorized board committee.
Optional Redemption:    On any Dividend Payment Date on or after March 1, 2018, in whole or from time to time in part, or at any time following notice given within 90 days after a “capital treatment event” (subject to limitations described in the prospectus supplement dated January 29, 2013) in whole but not in part, at a redemption price equal to 100% of the liquidation preference (equivalent to $25 per Depositary Share) plus any declared and unpaid dividends, without accumulation of undeclared dividends.
Listing:    The Issuer intends to apply to list the Depositary Shares on the New York Stock Exchange.
Public Offering Price:    $25 per Depositary Share
Underwriting Commissions(1):    $26,255,184

 

(1) 

Reflects 1,260,160 depositary shares sold to institutional investors, for which the underwriters received an underwriting discount of $0.3750 per share, and 32,739,840 depositary shares sold to retail investors, for which the underwriters received an underwriting discount of $0.7875 per share.


Net Proceeds (Before Expenses) to Issuer:    $823,744,816
Over-allotment Option:    The underwriters also may purchase up to an additional 5,100,000 Depositary Shares at the Public Offering Price within 30 days of the date of the final prospectus supplement in order to cover over-allotments, if any.
Sole Bookrunner:    J.P. Morgan Securities LLC
Joint Lead Managers:    Citigroup Global Markets Inc.
  

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

   Morgan Stanley & Co. LLC
   UBS Securities LLC
   Wells Fargo Securities, LLC
Co-Managers:    RBC Capital Markets, LLC
  

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

HSBC Securities (USA) Inc.

CUSIP/ISIN for the

Depositary Shares:

   46637G 124 / US46637G1242

 

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

JPMorgan Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co., any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.

Settlement Period: The closing will occur on February 5, 2013, which will be more than three U.S. business days after the date of this pricing term sheet. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in three business days, unless the parties to a trade expressly agree otherwise.

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