Filed pursuant to Rule 424(b)(5)
Registration No. 333-271881
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying product
supplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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Subject To Completion, dated January 10, 2025
PRELIMINARY PRICING SUPPLEMENT dated January 10, 2025
(To Product Supplement No. 2 dated June 30, 2023
Prospectus Supplement dated May 12, 2023
and Prospectus dated May 12, 2023)
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Jefferies Financial Group Inc.
Medium-Term Notes, Series A
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Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Technology Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund, the
Health Care Select Sector SPDR® Fund and the Consumer Discretionary Select Sector SPDR® Fund due January 22, 2029
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Linked to the lowest performing of the Technology Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund, the Health Care Select Sector SPDR®
Fund and the Consumer Discretionary Select Sector SPDR® Fund (each referred to as a “Market Measure”)
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Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to
potential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whether the securities are automatically called prior to stated maturity and, if they are not automatically
called, whether you receive the face amount of your securities at stated maturity will depend, in each case, on the fund closing price of the lowest performing Market Measure on the relevant calculation day. The lowest performing Market
Measure on any calculation day is the Market Measure that has the lowest fund closing price on that calculation day as a percentage of its starting price
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Contingent Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or automatic
call if, and only if, the fund closing price of the lowest performing Market Measure on the calculation day for that quarter is greater than or equal to its coupon threshold price. However, if the fund closing price of the lowest
performing Market Measure on a calculation day is less than its coupon threshold price, you will not receive any contingent coupon for the relevant quarter. If the fund closing price of the lowest performing Market Measure is less than
its coupon threshold price on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The coupon threshold price for each Market Measure is equal to 65% of its starting price. The
contingent coupon rate will be determined on the pricing date and will be at least 9.50% per annum
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Automatic Call. If the fund closing price of the lowest performing Market Measure on any of the quarterly calculation days from October
2025 to October 2028, inclusive, is greater than or equal to its starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment
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Potential Loss of Principal. If the securities are not automatically called prior to stated maturity, you will receive the face amount
at stated maturity if, and only if, the fund closing price of the lowest performing Market Measure on the final calculation day is greater than or equal to its threshold price. If the fund closing
price of the lowest performing Market Measure on the final calculation day is less than its threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities.
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If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Market Measure from its starting price if
its fund closing price on the final calculation day is less than its threshold price, but you will not participate in any appreciation of any Market Measure and will not receive any dividends on any Market Measure or the securities
included in any Market Measure
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Your return on the securities will depend solely on the performance of the Market Measure that is the lowest performing Market Measure on each calculation day. You will not
benefit in any way from the performance of the better performing Market Measures. Therefore, you will be adversely affected if any Market Measure performs poorly, even if the other Market Measures perform favorably
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All payments on the securities are subject to our credit risk, and you will have no ability to pursue any Market Measure or any securities included in any Market Measure for
payment; if we default on our obligations under the securities, you could lose some or all of your investment
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No exchange listing; designed to be held to maturity
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We estimate that the value of each security on the pricing date will be approximately $955.10, or within $30.00 of that estimate. Our estimate of the value of
the securities as determined on the pricing date will be set forth in the final pricing supplement. See “Estimated Value of the Securities” in this pricing supplement.
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See
“Selected Risk Considerations” beginning on page PRS-9 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement.
The securities are senior unsecured obligations of Jefferies Financial Group Inc. and, accordingly, all payments are subject to our credit risk. If we default
on our obligations under the securities, you could lose some or all of your investment. The securities are not savings accounts, deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance
Corporation, the Deposit Insurance Fund or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Original Offering Price
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Agent Discount(1)(2)
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Proceeds to the Issuer
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Per Security
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$1,000.00
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$23.25
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$976.75
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Total
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Jefferies LLC and Wells Fargo Securities, LLC are the agents for the distribution of the securities and are acting as principal. See “Terms of the Securities—Agents” and “Estimated Value of the Securities” in
this pricing supplement for further information.
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In respect of certain securities sold in this offering, Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., may pay a fee of up to $3.00 per security to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
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Jefferies
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Wells Fargo Securities |
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Issuer:
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Jefferies Financial Group Inc.
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Market Measures:
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The Technology Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund, the Health Care Select Sector SPDR® Fund and the Consumer
Discretionary Select Sector SPDR® Fund (each referred to as a “Market Measure,” and collectively as the “Market Measures”).
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Fund Underlying
Index:
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With respect to the Technology Select Sector SPDR® Fund, the Technology Select Sector Index.
With respect to the Energy Select Sector SPDR® Fund, the Energy Select Sector Index.
With respect to the Health Care Select Sector SPDR® Fund, the Health Care Select Sector Index.
With respect to the Consumer Discretionary Select Sector SPDR® Fund, the Consumer Discretionary Select Sector Index.
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Pricing Date*:
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January 17, 2025
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Issue Date*:
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January 23, 2025
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Original Offering
Price:
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$1,000 per security.
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Face Amount:
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$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
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Contingent Coupon
Payment:
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On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the fund closing price of the lowest performing Market Measure on the related calculation day is greater than or equal to its coupon threshold price. Each “contingent coupon payment,” if any, will be
calculated per security as follows: ($1,000 × contingent coupon rate)/4. Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.
If the fund closing price of the lowest performing Market Measure on any calculation day is less than its coupon threshold price, you will not receive
any contingent coupon payment on the related contingent coupon payment date. If the fund closing price of the lowest performing Market Measure is less than its coupon threshold price on all calculation days, you will not receive any
contingent coupon payments over the term of the securities.
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Contingent Coupon Payment Dates:
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Quarterly, on the third business day following each calculation day (as each such calculation day may be postponed pursuant to “-Market Disruption Events and Postponement
Provisions” below, if applicable); provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.
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Contingent Coupon
Rate:
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The “contingent coupon rate” will be determined on the pricing date and will be at least 9.50% per annum.
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Automatic Call:
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If the fund closing price of the lowest performing Market Measure on any of the calculation days from October 2025 to October 2028, inclusive, is greater than or equal to
its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon
payment. The securities will not be subject to automatic call until the third calculation day, which is approximately nine months after the issue date.
If the securities are automatically called, they will cease to be outstanding on the related call settlement date and you will have no further rights under the securities
after such call settlement date. You will not receive any notice from us if the securities are automatically called.
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Calculation Days*:
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Quarterly, on the 17th day of each January, April, July and October, commencing April 2025 and ending October 2028, and the final calculation day, each subject to
postponement as described below under “-Market Disruption Events and Postponement Provisions.” We refer to January 17, 2029 as the “final calculation day.”
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Call Settlement
Date:
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Three business days after the applicable calculation day (as each such calculation day may be postponed as described below in “—Market Disruption Events and Postponement
Provisions”, if applicable).
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Stated Maturity
Date*:
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January 22, 2029, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date.
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Maturity Payment
Amount:
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If the securities are not automatically called prior to the stated maturity date, then on the stated maturity date, you will be entitled to receive a cash payment per security in U.S.
dollars equal to the maturity payment amount (in addition to the final contingent coupon payment, if any). The “maturity payment amount” per security will equal:
• if the ending price of the lowest performing Market Measure on the final
calculation day is greater than or equal to its threshold price: $1,000; or
• if the ending price of the lowest performing Market Measure on the final calculation
day is less than its threshold price:
$1,000 × performance factor of the lowest performing Market Measure on the final calculation day
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If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing Market Measure on the final
calculation day is less than its threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities at stated maturity.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any
Market Measure, but you will have full downside exposure to the lowest performing Market Measure on the final calculation day if the ending price of that Market Measure is less than its threshold price.
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Lowest Performing
Market Measure:
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For any calculation day, the “lowest performing Market Measure” will be the Market Measure with the lowest performance factor on that calculation day.
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Performance
Factor:
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With respect to a Market Measure on any calculation day, its fund closing price on such calculation day divided by its starting
price (expressed as a percentage).
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Fund Closing Price:
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With respect to each Market Measure, fund closing price, closing price and adjustment factor have the meanings set forth under “General Terms of the Securities—Certain
Terms for Securities Linked to a Fund—Certain Definitions” in the accompanying product supplement.
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Starting Price:
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With respect to the Technology Select Sector SPDR® Fund: , its fund closing price on the pricing date.
With respect to the Energy Select Sector SPDR® Fund: , its fund closing price on the pricing date.
With respect to the Health Care Select Sector SPDR® Fund: , its fund closing price on the pricing date.
With respect to the Consumer Discretionary Select Sector SPDR® Fund: , its fund closing price on the pricing date.
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Ending Price:
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The “ending price” of a Market Measure will be its fund closing price on the final calculation day.
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Coupon Threshold
Price:
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With respect to the Technology Select Sector SPDR® Fund: , which is equal to 65% of its starting price.
With respect to the Energy Select Sector SPDR® Fund: , which is equal to 65% of its starting price.
With respect to the Health Care Select Sector SPDR® Fund: , which is equal to 65% of its starting price.
With respect to the Consumer Discretionary Select Sector SPDR® Fund: , which is equal to 65% of its starting price.
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Threshold Price:
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With respect to the Technology Select Sector SPDR® Fund: , which is equal to 60% of its starting price.
With respect to the Energy Select Sector SPDR® Fund: , which is equal to 60% of its starting price.
With respect to the Health Care Select Sector SPDR® Fund: , which is equal to 60% of its starting price.
With respect to the Consumer Discretionary Select Sector SPDR® Fund: , which is equal to 60% of its starting price.
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Market Disruption
Events and
Postponement
Provisions:
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Each calculation day (including the final calculation day) is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition,
the stated maturity date will be postponed if the final calculation day is postponed, and will be adjusted for non-business days. For more information regarding adjustments to the calculation days and the stated maturity date, see “General
Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement. For purposes of the
accompanying product supplement, each call settlement date and the stated maturity date is a “payment date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the
Securities—Certain Terms for Securities Linked to an Index—Market Disruption Events” and “General Terms of the Securities—Certain Terms for Securities Linked to a Fund—Market Disruption Events” in the accompanying product supplement.
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Calculation Agent:
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Jefferies Financial Services Inc. (“JFSI”), a wholly owned subsidiary of Jefferies Financial Group Inc.
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the securities, see “Supplemental Discussion
of U.S. Federal Income Tax Consequences.”
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Agents:
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Jefferies LLC and Wells Fargo Securities, LLC (“WFS”) are the agents for the distribution of the securities. The agents will receive an agent discount of up to
$23.25 per security. The agents may resell the securities to other securities dealers at the original offering price of the securities less a concession not in excess of $17.50 per security. Such securities dealers may include Wells Fargo
Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS may pay
$0.75 per security of the underwriting discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, Jefferies LLC may pay a fee of up to $3.00 per security to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
The agents and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the risks inherent in hedging our
obligations under the securities. If the agents or any other dealer participating in the distribution of the securities or any of their affiliates conduct hedging activities for us in connection with the securities, that dealer or its
affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with the sale of
the securities to you.
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Denominations:
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$1,000 and any integral multiple of $1,000.
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CUSIP:
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47233YEF8
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To the extent that we make any change to the expected pricing date or expected issue date, the calculation days and stated maturity date may also be changed in our discretion to ensure that the term of the
securities remains the same.
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Additional Information about the Issuer and the Securities
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You should read this pricing supplement together with product supplement No. 2 dated June 30, 2023, the prospectus supplement dated May 12, 2023 and the prospectus dated May 12, 2023 for additional information about
the securities. Information included in this pricing supplement supersedes information in the product supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined
herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.
As used in this pricing supplement, “we,” “us” and “our” refer to Jefferies Financial Group Inc., unless the context requires otherwise.
You may access the product supplement, prospectus supplement and prospectus on the SEC website 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. 2 dated June 30, 2023:
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Prospectus Supplement dated May 12, 2023 and Prospectus dated May 12, 2023:
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Estimated Value of the Securities
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The face amount of each security is $1,000. The original issue price will equal 100% of the face amount per security. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than the original offering price. We estimate that the value of each security on the pricing date will be
approximately $955.10, or within $30.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement.
Valuation of the Securities
Jefferies LLC calculated the estimated value of the securities set forth on the cover page of this pricing supplement based on its proprietary pricing models at that time. Jefferies LLC’s proprietary
pricing models generated an estimated value for the securities by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the securities, which consists of a fixed-income bond (the “bond
component”) and one or more derivative instruments underlying the economic terms of the securities (the “derivative component”). In calculating the estimated value of the derivative component, Jefferies LLC estimated future cash flows based on a
proprietary derivative-pricing model that is in turn based on various inputs, including the factors described under “Selected Risk Considerations—The estimated value of the securities was determined for us by our subsidiary using proprietary
pricing models” below. These inputs may be market-observable or may be based on assumptions made by Jefferies LLC in its discretionary judgment. Estimated cash flows on the bond and derivative components were discounted using a discount rate based
on our internal funding rate.
The estimated value of the securities is a function of the terms of the securities and the inputs to Jefferies LLC’s proprietary pricing models. The range for the estimated value of the securities
set forth on the cover page of this preliminary pricing supplement reflects uncertainty on the date of this preliminary pricing supplement about the inputs to Jefferies LLC’s proprietary pricing models on the pricing date.
Since the estimated value of the securities is a function of the underlying assumptions and construction of Jefferies LLC’s proprietary derivative-pricing model, modification to this model will
impact the estimated value calculation. Jefferies LLC’s proprietary models are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of a model change, prior
descriptions of the model and computations based on the older model will be superseded, and calculations of estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a larger
impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For example, to the extent a return formula contains leverage, model changes may cause a larger impact on the
estimated value of that note than on a similar note without such leverage.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time up to the issue date or during the 4-month period following the issue date, the
secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the securities that are included in their original offering
price. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher than it otherwise would be after this
period, as any secondary market price offered after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over
this 4-month period.
The relationship between the estimated value on the pricing date and the secondary market price of the securities
The price at which the agents or any of their respective affiliates purchase the securities in the secondary market, absent changes in market conditions, including those related to interest rates and
the Market Measure, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as a bid-offer spread that would be charged in a
secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.
The agents and/or their respective affiliates may, but are not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time.
The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:
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seek an investment with contingent coupon payments at a rate of at least 9.50% per annum (to be determined on the pricing date) until the earlier of stated maturity or automatic call, if, and only if,
the fund closing price of the lowest performing Market Measure on the applicable calculation day is greater than or equal to 65% of its starting price;
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understand that if the ending price of the lowest performing Market Measure on the final calculation day has declined by more than 40% from its starting price, they will be fully exposed to the decline in the lowest performing Market
Measure from its starting price and will lose more than 40%, and possibly all, of the face amount at stated maturity;
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are willing to accept the risk that they may receive few or no contingent coupon payments over the term of the securities;
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understand that the securities may be automatically called prior to stated maturity and that the term of the securities may be as short as approximately nine months;
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understand that the return on the securities will depend solely on the performance of the Market Measure that is the lowest performing Market Measure on each calculation day and that they will not benefit in any way from the performance
of the better performing Market Measures;
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understand that the securities are riskier than alternative investments linked to only one of the Market Measures or linked to a basket composed of each Market Measure;
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understand and are willing to accept the full downside risks of each Market Measure;
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are willing to forgo participation in any appreciation of any Market Measure and dividends on the Market Measures and the securities included in the Market Measures; and
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are willing to hold the securities until maturity.
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The securities may not be an appropriate investment for investors who:
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seek a liquid investment or are unable or unwilling to hold the securities to maturity or any earlier automatic call;
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require full payment of the face amount of the securities at stated maturity;
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seek a security with a fixed term;
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are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;
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are unwilling to accept the risk that the fund closing price of the lowest performing Market Measure on the final calculation day may decline by more than 40% from its starting price;
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seek the certainty of current income over the term of the securities;
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seek exposure to the upside performance of any or each Market Measure;
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seek exposure to a basket composed of each Market Measure or a similar investment in which the overall return is based on a blend of the performances of the Market Measures, rather than solely on the lowest performing Market Measure;
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are unwilling to accept the risk of exposure to the Market Measures;
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are unwilling to accept our credit risk; or
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prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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The considerations identified above are not exhaustive. Whether or not the securities are an appropriate 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 advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” herein and the “Risk Factors” in the accompanying product supplement
for risks related to an investment in the securities. For more information about the Market Measures, please see the section titled “The Market Measures” below.
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Determining Payment On A Contingent Coupon Payment Date and at Maturity
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If the securities have not been previously automatically called, on each contingent coupon payment date, you will either receive a contingent coupon payment or you will not
receive a contingent coupon payment, depending on the fund closing price of the lowest performing Market Measure on the related calculation day.
Step 1: Determine which Market Measure is the lowest performing Market Measure on the relevant calculation day. The lowest performing
Market Measure on any calculation day is the Market Measure with the lowest performance factor on that calculation day. The performance factor of an Market Measure on a calculation day is its fund closing price on that calculation day as a
percentage of its starting price (i.e., its fund closing price on that calculation day divided by its starting price).
Step 2: Determine whether a contingent coupon is paid on the applicable contingent coupon payment date based on the fund closing price of
the lowest performing Market Measure on the relevant calculation day, as follows:
If the securities have not been automatically called prior to the stated maturity date, then at maturity you will receive (in addition to the final contingent coupon payment, if any) a cash
payment per security (the maturity payment amount) calculated as follows:
Step 1: Determine which Market Measure is the lowest performing Market Measure on the final calculation day. The lowest performing Market
Measure on the final calculation day is the Market Measure with the lowest performance factor on the final calculation day. The performance factor of an Market Measure on the final calculation day is its ending price as a percentage of its starting
price (i.e., its ending price divided by its starting price).
Step 2: Calculate the maturity payment amount based on the ending price of the lowest performing Market Measure, as follows:
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Hypothetical Payout Profile
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The following profile illustrates the potential maturity payment amount on the securities (excluding the final contingent coupon payment, if any) for a range of hypothetical performances of the
lowest performing Market Measure on the final calculation day from its starting price to its ending price, assuming the securities have not been automatically called prior to the stated maturity date. As this profile illustrates, in no event will
you have a positive rate of return based solely on the maturity payment amount received at maturity; any positive return will be based solely on the contingent coupon payments, if any, received during the term of the securities. This graph has been
prepared for purposes of illustration only. Your actual return will depend on whether the securities are automatically called, the actual ending price of the lowest performing Market Measure on the final calculation day and whether you hold your
securities to stated maturity. The performance of the better performing Market Measures is not relevant to your return on the securities.
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Selected Risk Considerations
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The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an
investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the securities generally in the “Risk Factors” section of the accompanying product supplement. You should reach an
investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular circumstances.
Risks Relating To The Securities Generally
If The Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At Stated Maturity.
We will not repay you a fixed amount on the securities at stated maturity. If the securities are not automatically called prior to stated maturity, you will receive a maturity payment amount that
will be equal to or less than the face amount, depending on the ending price of the lowest performing Market Measure on the final calculation day.
If the ending price of the lowest performing Market Measure on the final calculation day is less than its threshold price, the maturity payment amount will be reduced by an amount equal to the
decline in the value of the lowest performing Market Measure from its starting price (expressed as a percentage of its starting price). The threshold price for each Market Measure is 60% of its starting price. For example, if the securities are not
automatically called and the lowest performing Market Measure on the final calculation day has declined by 40.1% from its starting price to its ending price, you will not receive any benefit of the contingent downside protection feature and you
will lose 40.1% of the face amount. As a result, you will not receive any protection if the value of the lowest performing Market Measure on the final calculation day declines significantly and you may lose some, and possibly all, of the face
amount at stated maturity, even if the value of the lowest performing Market Measure is greater than or equal to its starting price or its threshold price at certain times during the term of the securities.
Even if the ending price of the lowest performing Market Measure on the final calculation day is greater than its threshold price, the maturity payment amount will not exceed the face amount, and
your yield on the securities, taking into account any contingent coupon payments you may have received during the term of the securities, may be less than the yield you would earn if you bought a traditional interest-bearing debt security of ours
or another issuer with a similar credit rating with the same stated maturity date.
The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire
Term Of The Securities.
On each contingent coupon payment date you will receive a contingent coupon payment if, and only if, the fund closing price of the lowest performing Market
Measure on the related calculation day is greater than or equal to its coupon threshold price. The coupon threshold price for each Market Measure is 65% of its starting price. If the fund closing price of the lowest performing Market Measure on any
calculation day is less than its coupon threshold price, you will not receive any contingent coupon payment on the related contingent coupon payment date, and if the fund closing price of the lowest performing Market Measure is less than its coupon
threshold price on each calculation day over the term of the securities, you will not receive any contingent coupon payments over the entire term of the securities.
The Securities Are Subject To The Full Risks Of Each Market Measure And Will Be Negatively Affected If Any Market Measure Performs Poorly, Even If The Other Market Measures Perform
Favorably.
You are subject to the full risks of each Market Measure. If any Market Measure performs poorly, you will be negatively affected, even if the other Market Measures perform favorably. The securities
are not linked to a basket composed of the Market Measures, where the better performance of some Market Measures could offset the poor performance of others. Instead, you are subject to the full risks of whichever Market Measure is the lowest
performing Market Measure on each calculation day. As a result, the securities are riskier than an alternative investment linked to only one of the Market Measures or linked to a basket composed of each Market Measure. You should not invest in the
securities unless you understand and are willing to accept the full downside risks of each Market Measure.
Your Return On The Securities Will Depend Solely On The Performance Of The Market Measure That Is The Lowest Performing Market Measure On Each Calculation Day, And You Will Not
Benefit In Any Way From The Performance Of The Better Performing Market Measures.
Your return on the securities will depend solely on the performance of the Market Measure that is the lowest performing Market Measure on each calculation day. Although it is necessary for each
Market Measure to close at or above its respective coupon threshold price on the relevant calculation day in order for you to receive a contingent coupon payment and at or above its respective threshold price on the final calculation day for you to
receive the face amount of your securities at maturity, you will not benefit in any way from the performance of the better performing Market Measures. The securities may underperform an alternative investment linked to a
basket composed of the Market Measures, since in such case the performance of the better performing Market Measures would be blended with the performance of the lowest performing Market Measure, resulting in a better
return than the return of the lowest performing Market Measure alone.
You Will Be Subject To Risks Resulting From The Relationship Among The Market Measures.
It is preferable from your perspective for the Market Measures to be correlated with each other so that their values will tend to increase or decrease at similar times and by similar magnitudes. By
investing in the securities, you assume the risk that the Market Measures will not exhibit this relationship. The less correlated the Market Measures, the more likely it is that any one of the Market Measures will be performing poorly at any time
over the term of the securities. All that is necessary for the securities to perform poorly is for one of the Market Measures to perform poorly; the performance of the better performing Market Measures is not relevant to your return on the
securities. It is impossible to predict what the relationship among the Market Measures will be over the term of the securities. To the extent the Market Measures represent a different equity market, such equity markets may not perform similarly
over the term of the securities.
You May Be Fully Exposed To The Decline In The Lowest Performing Market Measure On The Final Calculation Day From Its Starting price, But Will Not Participate
In Any Positive Performance Of Any Market Measure.
Even though you will be fully exposed to a decline in the value of the lowest performing Market Measure on the final calculation day if its ending price is below its threshold price, you will not
participate in any increase in the value of any Market Measure over the term of the securities. Your maximum possible return on the securities will be limited to the sum of the contingent coupon payments you receive, if any. Consequently, your
return on the securities may be significantly less than the return you could achieve on an alternative investment that provides for participation in an increase in the value of any or each Market Measure.
Higher Contingent Coupon Rates Are Associated With Greater Risk.
The securities offer contingent coupon payments at a higher rate, if paid, than the fixed rate we would pay on conventional debt securities of the same maturity. These higher potential contingent
coupon payments are associated with greater levels of expected risk as of the pricing date as compared to conventional debt securities, including the risk that you may not receive a contingent coupon payment on one or more, or any, contingent
coupon payment dates and the risk that you may lose a substantial portion, and possibly all, of the face amount at maturity. The volatility of the Market Measures and the correlation among the Market Measures are important factors affecting this
risk. Volatility is a measurement of the size and frequency of daily fluctuations in the value of an Market Measure, typically observed over a specified period of time. Volatility can be measured in a variety of ways, including on a historical
basis or on an expected basis as implied by option prices in the market. Correlation is a measurement of the extent to which the values of the Market Measures tend to fluctuate at the same time, in the same direction and in similar magnitudes.
Greater expected volatility of the Market Measures or lower expected correlation among the Market Measures as of the pricing date may result in a higher contingent coupon rate, but it also represents a greater expected likelihood as of the pricing
date that the fund closing price of at least one Market Measure will be less than its coupon threshold price on one or more calculation days, such that you will not receive one or more, or any, contingent coupon payments during the term of the
securities, and that the fund closing price of at least one Market Measure will be less than its threshold price on the final calculation day such that you will lose a substantial portion, and possibly all, of the face amount at maturity. In
general, the higher the contingent coupon rate is relative to the fixed rate we would pay on conventional debt securities, the greater the expected risk that you will not receive one or more, or any, contingent coupon payments during the term of
the securities and that you will lose a substantial portion, and possibly all, of the face amount at maturity.
The Securities Are Subject To A Potential Automatic Call, Which Would Limit Your Ability To Receive Further Payment On The Securities.
The securities are subject to a potential automatic call. If your securities are automatically called early, the term of the securities may be reduced to as short as
approximately nine months. The securities will be automatically called if, on any calculation day, the fund closing price of the lowest performing Market Measure is greater than or equal to its starting price. If the securities are automatically
called, you will be entitled to receive the face amount plus a final contingent coupon payment, and no further amounts will be payable with respect to the securities. In this case, you will lose the opportunity to receive payment of any contingent
coupon payments that otherwise would be payable after the date of the automatic call. If the securities are called, you may be unable to invest in other securities with a similar level of risk that could provide a return that is similar to the
securities.
A Contingent Coupon Payment Date, A Call Settlement Date Or The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed.
A calculation day (including the final calculation day) with respect to an Market Measure will be postponed if the applicable originally scheduled calculation day is not a trading day with respect to
any Market Measure or if the calculation agent determines that a market disruption event has occurred or is continuing with respect to that Market Measure on that calculation day. If such a postponement occurs with respect to a calculation day
other than the final calculation day, then the related contingent coupon payment date or call settlement date, as applicable, will be postponed. If such a postponement occurs with respect to the final calculation day, the stated
maturity date will be the later of (i) the initial stated maturity date and (ii) three business days after the last final calculation day as postponed.
The Tax Consequences Of An Investment In Your Securities Are Uncertain.
The tax consequences of an investment in your securities are uncertain, both as to the timing and character of any inclusion in income in respect of your securities.
The Internal Revenue Service (“IRS”) announced on December 7, 2007 that it is considering issuing guidance regarding the tax treatment of an instrument such as your securities, and any such guidance
could adversely affect the value and the tax treatment of your securities. Among other things, the IRS may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could
subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your securities after the bill was enacted to accrue
interest income over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your securities. We describe these
developments in more detail under “Supplemental Discussion of U.S. Federal Income Tax Consequences – U.S. Holders – Possible Change in Law” below. You should consult your tax advisor about this matter. Except to the extent otherwise provided by
law, we intend to continue treating the securities for U.S. federal income tax purposes in accordance with the treatment described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” below unless and until such time as Congress,
the Treasury Department or the IRS determine that some other treatment is more appropriate. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your securities in
your particular circumstances.
Your Notes may be subject to the constructive ownership rules.
There exists a risk that the constructive ownership rules of Section 1260 of the Internal Revenue Code could apply to your Notes. If your Notes were subject to the constructive ownership rules, then
any long-term capital gain that you realize upon the sale, exchange, redemption or maturity of your Notes would be re-characterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such
re-characterized capital gain) to the extent that such capital gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Internal Revenue Code). Because the application of the constructive ownership rules
is unclear you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the Notes.
Risks Relating To An Investment In Our Debt Securities, Including The Securities
The Securities Are Subject To Our Credit Risk.
The securities are our obligations and are not, either directly or indirectly, an obligation of any other third party. Any amounts payable under the securities are subject to our creditworthiness and
you will have no ability to pursue any Market Measure or any securities included in any Market Measure for payment. As a result, our actual and perceived creditworthiness may affect the value of the securities and, in the event we were to default
on our obligations under the securities, you may not receive any amounts owed to you under the terms of the securities.
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
The Estimated Value Of The Securities On The Pricing Date, Based On Jefferies LLC Proprietary Pricing Models At That Time And Our Internal Funding Rate, Will Be Less Than The
Original Offering Price.
The difference is attributable to certain costs associated with selling, structuring and hedging the securities that are included in the original offering price. These costs include (i) the
selling concessions paid in connection with the offering of the securities, (ii) hedging and other costs incurred by us and our subsidiaries in connection with the offering of the securities and (iii) the expected profit (which may be more or less
than actual profit) to Jefferies LLC or other of our subsidiaries in connection with hedging our obligations under the securities. These costs adversely affect the economic terms of the securities because, if they were lower, the economic terms of
the securities would be more favorable to you. The economic terms of the securities are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the securities. See “The
estimated value of the securities would be lower if it were calculated based on our secondary market rate” below.
The Estimated Value Of The Securities Was Determined For Us By Our Subsidiary Using Proprietary Pricing Models.
Jefferies LLC derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models at that time. In doing so, it may have made discretionary judgments about the
inputs to its models, such as the volatility of the Market
Measures. Jefferies LLC’s views on these inputs and assumptions may differ from your or others’ views, and as an agent in this offering, Jefferies LLC’s interests may conflict with yours. Both
the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the securities. Moreover, the estimated value of the securities set forth on the cover page of this pricing supplement may
differ from the value that we or our subsidiaries may determine for the securities for other purposes, including for accounting purposes. You should not invest in the securities because of the estimated value of the securities. Instead, you
should be willing to hold the securities to maturity irrespective of the initial estimated value.
Since the estimated value of the securities is a function of the underlying assumptions and construction of Jefferies LLC’s proprietary derivative-pricing model, modifications to this model will
impact the estimated value calculation. Jefferies LLC’s proprietary models are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of a model change, prior
descriptions of the model and computations based on the older model will be superseded, and calculations of estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a larger
impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For example, to the extent a return formula contains leverage, model changes may cause a larger impact on the
estimated value of that note than on a similar note without such leverage.
The Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Our Secondary Market Rate.
The estimated value of the securities included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the
issuance of the securities. Our internal funding rate is generally lower than our secondary market rate, which is the rate that Jefferies LLC will use in determining the value of the securities for purposes of any purchases of the securities from
you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on
factors such as the costs associated with the securities, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the interest
that is payable on the securities.
Because there is not an active market for traded instruments referencing our outstanding debt obligations, Jefferies LLC determines our secondary market rate based on the market price of traded
instruments referencing our debt obligations, but subject to adjustments that Jefferies LLC makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects the
market’s perception of our creditworthiness as adjusted for discretionary factors such as Jefferies LLC’s preferences with respect to purchasing the securities prior to maturity.
The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS, Jefferies LLC Or Any Other Person May Be Willing To Buy The Securities From You
In The Secondary Market.
Any such secondary market price will fluctuate over the term of the securities based on the market and other factors described in the next risk factor. In addition, any secondary market price
for the securities will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging
transactions. As a result, it is likely that any secondary market price for the securities will be less than the original offering price.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time, the secondary market price offered by it, WFA or any of their affiliates will be
affected by changes in market conditions and other factors described in the next risk factor. WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the securities at any time up to the issue date or during the
4-month period following the issue date, the secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the securities that
are included in their original offering price. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher
than it otherwise would be after this period, as any secondary market price offered after this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price
will decline steadily to zero over this 4-month period. WFS has advised us that, if you hold the securities through an account with WFS, WFA or any of their affiliates, WFS expects that this increase will also be reflected in the value indicated
for the securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than WFS, WFA or any of their affiliates, the value of the securities on your brokerage account statement may be
different than if you held your securities at WFS, WFA or any of their affiliates.
The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to stated maturity will be affected by the then-current value of the Market Measures, interest rates at that time and a number of other factors, some of which are
interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which we refer to as the “derivative component factors,” and which are described in more detail in
the accompanying product supplement, are expected to affect the value of the securities: Market Measure performance of each Market Measure; interest rates; volatility of the Market Measures; correlation among the Market Measures; time remaining to
maturity; and dividend yields on the Market Measures and the securities included in each Market Measure. When we refer to the “value” of your security, we mean the value you could receive for your security if you are able to sell it in the
open market before the stated maturity date.
In addition to the derivative component factors, the value of the securities will be affected by actual or anticipated changes in our creditworthiness. The value of the securities will also be
limited by the automatic call feature because if the securities are automatically called, you will not receive the contingent coupon payments that would have been paid, if any, had the securities been called on a later calculation day or held until
the stated maturity date. You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the securities attributable to another factor, such as a
change in the value of any or all of the Market Measures. Because numerous factors are expected to affect the value of the securities, changes in the values of the Market Measures may not result in a comparable change in the value of the
securities.
The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although the agents and/or their respective affiliates may purchase the securities from
holders, they are not obligated to do so and are not required to make a market for the securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a secondary
market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which the agents are willing to buy your securities. If a secondary market does exist, it may be limited.
Accordingly, there may be a limited number of buyers if you decide to sell your securities prior to stated maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to stated
maturity.
Risks Relating To The Market Measures
Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of Each Market Measure And Therefore The Securities Are Subject
To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.
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Investing In The Securities Is Not The Same As Investing In The Market Measures. Investing in the securities is not equivalent to investing in the Market
Measures. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Market Measures or the securities included in the Market Measures for a period similar to the term of
the securities because you will not receive any dividend payments, distributions or any other payments paid on those securities. As a holder of the securities, you will not have any voting rights or any other rights that holders of the
Market Measures or the securities included in the Market Measures would have.
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Historical Values Of A Market Measure Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measure During The Term Of The Securities.
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Changes That Affect A Market Measure Or Its Fund Underlying Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities.
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We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In A Market Measure Or Its Fund Underlying Index,.
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We And Our Subsidiaries Have No Affiliation With Any Market Measure Sponsor Or the Sponsor of each Fund Underlying Index, And Have Not Independently Verified Their Public Disclosure Of Information.
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An Investment Linked To The Shares Of The Market Measures Is Different From An Investment Linked To Their Underlying Indices.
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There Are Risks Associated With A Fund.
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Anti-dilution Adjustments Relating To The Shares Of A Fund Do Not Address Every Event That Could Affect Such Shares.
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The Stocks Held By The Market Measures Are Concentrated In A Few Sectors.
The Market Measures hold securities issues by companies in the technology, energy, health care and consumer discretionary sectors. As a result, the stocks that will determine the performance of the securities are
concentrated in just a few sectors. Although an investment in the securities will not give holders any ownership or other direct interests in the securities held by the Market Measures, the return on an investment in the securities will be subject
to certain risks associated with a direct equity investment in these sectors. Accordingly, by investing in the securities, you will not benefit from the diversification which could result from an investment linked to companies that operate in
multiple sectors.
Adverse Conditions In The Technology Sector May Reduce Your Return On The Securities.
All of the stocks held by the XLK are issued by companies in the technology sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could
have a major effect on the value of the XLK’s investments. The prices of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product
obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that rely heavily on technology,
especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect
profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. Any of these factors may have an adverse effect on the return
on the securities. Accordingly, by investing in the securities, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
Adverse Conditions In The Energy Sector May Reduce Your Return On The Securities.
All of the stocks held by the XLE are issued by companies whose primary lines of business are directly associated with the energy sector. Issuers in energy-related industries can be significantly
affected by fluctuations in energy prices and supply and demand of energy fuels. Markets for various energy-related commodities can have significant volatility, and are subject to control or manipulation by large producers or purchasers. Companies
in the energy sector may need to make substantial expenditures, and to incur significant amounts of debt, in order to maintain or expand their reserves. Oil and gas exploration and production can be significantly affected by natural disasters as
well as changes in exchange rates, interest rates, government regulation, world events and economic conditions. These companies may be at risk for environmental damage claims. As a result of these factors, the value of the securities may be subject
to greater volatility and be more adversely affected by economic, political, or regulatory events relating to the energy sector.
The Stocks Of Companies In The Energy Sector Are Subject To Swift Price Fluctuations.
The issuers of the stocks held by the XLE develop and produce, among other things, crude oil and natural gas, and provide, among other things, drilling services and other services related to energy
resources production and distribution. Stock prices for these types of companies are affected by supply and demand both for their specific product or service and for energy products in general. The price of oil and gas, exploration and production
spending, government regulation, world events and economic conditions will likewise affect the performance of these companies. Correspondingly, the stocks of companies in the energy sector are subject to swift price fluctuations caused by events
relating to international politics, energy conservation, the success of exploration projects and tax and other governmental regulatory policies. Weak demand for the companies’ products or services or for energy products and services in general, as
well as negative developments in these other areas, would adversely impact the value of the stocks held by the XLE and, therefore, the price of the XLE and the value of the securities.
Adverse Conditions In The Health Care Sector May Reduce Your Return On The Securities.
All of the securities held by the XLV are issued by companies whose primary lines of business are directly associated with the health care sector. The profitability of these companies is largely affected by restrictions on government
reimbursement for medical expenses, rising costs of medical products and services, pricing pressure and an increased emphasis on outpatient services. Companies in the health care sector are heavily dependent on patent protection and the process of
obtaining patent approval can be long and costly. The expiration of patents may adversely affect the profitability of the companies. Health care companies are also subject to extensive litigation based on product liability and similar claims.
Companies in the health care sector are heavily dependent on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely affect the profitability of these companies. Health care
companies are also subject to extensive litigation based on product liability and similar claims. In addition, their products can become obsolete due to industry innovation, changes in technologies or other market developments. As a result of these
factors, the price of the XLV, and therefore the value of the securities, may be subject to greater volatility and be more adversely affected by economic, political, or regulatory events relating to the health care sector.
Adverse Conditions In The Consumer Discretionary Sector May Reduce Your Return On The Securities.
All or substantially all of the equity securities held by the XLY are issued by companies whose primary line of business is directly associated with the consumer discretionary sector. The success of consumer product
manufacturers and retailers is tied closely to the performance of the overall domestic and global economy, interest rates, competition and consumer confidence. Success depends heavily on disposable household income and consumer spending. Also,
companies in the consumer discretionary sector may be subject to severe competition, which may have an adverse impact on their respective profitability. Changes in demographics and consumer tastes can also affect the demand for, and success of,
consumer products and services in the marketplace. These factors could affect the consumer discretionary sector and could affect the value of the equity securities held by the XLY and the price of the XLY during the term of the securities, which
may adversely affect the value of your securities.
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a “participating dealer,”
are potentially adverse to your interests as an investor in the securities. In engaging in certain of the activities described below and as discussed in more detail in the accompanying product supplement, our subsidiaries or any participating
dealer or its affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities. Our subsidiaries or any
participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable investment return on the securities.
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The calculation agent is our subsidiary and may be required to make discretionary judgments that affect the return you receive on the securities. JFSI, a wholly owned subsidiary of Jefferies Financial Group Inc., will be the calculation agent for the securities. As calculation agent, JFSI will determine any values of the Market Measures and make any other
determinations necessary to calculate any payments on the securities. In making these determinations, JFSI may be required to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled
“General Terms of the Securities— Certain Terms for Securities Linked to an Fund—Market Disruption Events,”—Adjustments to an Fund” and “—Discontinuance of an Fund” in the accompanying product supplement. In making these discretionary
judgments, the fact that JFSI is our subsidiary may cause it to have economic interests that are adverse to your interests as an investor in the securities, and JFSI’s determinations as calculation agent may adversely affect your return on
the securities.
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Research reports by our subsidiaries or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the value of A Market
Measure.
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Business activities of our subsidiaries or any participating dealer or its affiliates with the companies whose securities are included in A Market Measure may adversely affect the
value of such Market Measure.
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Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of A Market Measure.
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Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the value of A Market Measure.
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A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee,
creating a further incentive for the participating dealer to sell the securities to you.
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If the securities are automatically called:
If the securities are automatically called prior to stated maturity, you will receive the face amount of your securities plus a final contingent coupon payment on the call settlement date. In the
event the securities are automatically called, your total return on the securities will equal any contingent coupon payments received prior to the call settlement date and the contingent coupon payment received on the call settlement date.
If the securities are not automatically called:
If the securities are not automatically called prior to stated maturity, the following table illustrates, for a range of hypothetical performance factors of the lowest performing Market Measure on the
final calculation day, the hypothetical maturity payment amount payable at stated maturity per security (excluding the final contingent coupon payment, if any). The performance factor of the lowest performing Market Measure on the final calculation
day is its ending price expressed as a percentage of its starting price (i.e., its ending price divided by its starting price).
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Hypothetical performance factor of lowest performing Market Measure
on final calculation day
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Hypothetical Maturity Payment
Amount per Security
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175.00%
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$1,000.00
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160.00%
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$1,000.00
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150.00%
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$1,000.00
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140.00%
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$1,000.00
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130.00%
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$1,000.00
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120.00%
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$1,000.00
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110.00%
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$1,000.00
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100.00%
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$1,000.00
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90.00%
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$1,000.00
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80.00%
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$1,000.00
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75.00%
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$1,000.00
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60.00%
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$1,000.00
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59.00%
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$590.00
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50.00%
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$500.00
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40.00%
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$400.00
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30.00%
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$300.00
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25.00%
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$250.00
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0.00%
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$0.00
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The above figures do not take into account contingent coupon payments, if any, received during the term of the securities. As evidenced above, in no event will you have a positive rate of return based
solely on the maturity payment amount received at maturity; any positive return will be based solely on the contingent coupon payments, if any, received during the term of the securities.
The above figures are for purposes of illustration only and may have been rounded for ease of analysis. If the securities are not automatically called prior to stated maturity, the actual amount you will receive at
stated maturity will depend on the actual ending price of the lowest performing Market Measure on the final calculation day. The performance of the better performing Market Measures is not relevant to your return on the securities.
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Hypothetical Contingent Coupon Payments
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Set forth below are examples that illustrate how to determine whether a contingent coupon payment will be paid and whether the securities will be automatically called, if applicable, on a contingent
coupon payment date prior to the stated maturity date. The examples do not reflect any specific contingent coupon payment date. The following examples assume that the securities are subject to automatic call on the applicable calculation day. The
securities will not be subject to automatic call until the third calculation day, which is approximately nine months after the issue date. The following examples reflect a hypothetical contingent coupon rate of 9.50% per annum (the minimum
contingent coupon rate that may be determined on the pricing date) and assume the hypothetical starting price, coupon threshold price, threshold price and fund closing prices for each Market Measure indicated in the examples. The terms used for
purposes of these hypothetical examples do not represent any actual starting price or threshold price. The hypothetical starting price of 100.00 for each Market Measure has been chosen for illustrative purposes only and does not represent the
actual starting price for any Market Measure. The actual starting price, coupon threshold price and threshold price for each Market Measure will be determined on the pricing date and will be set forth under “Terms of the Securities” above. For
historical data regarding the actual fund closing prices of the Market Measures, see the historical information provided below. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease
of analysis.
Example 1. The fund closing price of the lowest performing Market Measure on the relevant calculation day is greater than or equal to its coupon threshold price and less than its starting price. As a result, investors
receive a contingent coupon payment on the applicable contingent coupon payment date and the securities are not automatically called.
| |
|
Technology
Select Sector
SPDR® Fund
|
Energy Select
Sector SPDR®
Fund
|
Health Care Select
Sector SPDR® Fund
|
Consumer
Discretionary Select
Sector SPDR® Fund
|
| |
Hypothetical starting price:
|
100.00
|
100.00
|
100.00
|
100.00
|
| |
Hypothetical fund closing price on relevant calculation day:
|
90.00
|
95.00
|
90.00
|
80.00
|
| |
Hypothetical coupon threshold price:
|
65.00
|
65.00
|
65.00
|
65.00
|
| |
Performance factor (fund closing price on calculation day divided by starting price):
|
90.00%
|
95.00%
|
90.00%
|
80.00%
|
Step 1: Determine which Market Measure is the lowest performing Market Measure on the relevant calculation day.
In this example, the Consumer Discretionary Select Sector SPDR® Fund has the lowest performance factor and is, therefore, the lowest performing Market Measure on the relevant calculation
day.
Step 2: Determine whether a contingent coupon payment will be paid and whether the securities will be automatically called on the applicable contingent coupon payment date.
Since the hypothetical fund closing price of the lowest performing Market Measure on the relevant calculation day is greater than or equal to its coupon threshold price, but less than its starting price, you would
receive a contingent coupon payment on the applicable contingent coupon payment date and the securities would not be automatically called. The contingent coupon payment would be equal to $23.75 per security, determined as follows: (i) $1,000 multiplied by 9.50% per annum divided by (ii) 4, rounded to the nearest cent.
Example 2. The fund closing price of the lowest performing Market Measure on the relevant calculation day is less than its coupon threshold price. As a result, investors do
not receive a contingent coupon payment on the applicable contingent coupon payment date and the securities are not automatically called.
| |
|
Technology
Select Sector
SPDR® Fund
|
Energy Select
Sector SPDR®
Fund
|
Health Care Select
Sector SPDR® Fund
|
Consumer
Discretionary Select
Sector SPDR® Fund
|
| |
Hypothetical starting price:
|
100.00
|
100.00
|
100.00
|
100.00
|
| |
Hypothetical fund closing price on relevant calculation day:
|
60.00
|
105.00
|
110.00
|
102.00
|
| |
Hypothetical coupon threshold price:
|
65.00
|
65.00
|
65.00
|
65.00
|
| |
Performance factor (fund closing price on calculation day divided by starting price):
|
60.00%
|
105.00%
|
110.00%
|
102.00%
|
Step 1: Determine which Market Measure is the lowest performing Market Measure on the relevant calculation day.
In this example, the Technology Select Sector SPDR® Fund has the lowest performance factor and is, therefore, the lowest performing Market Measure on the relevant calculation day.
Step 2: Determine whether a contingent coupon payment will be paid and whether the securities will be automatically called on the applicable contingent coupon payment date.
Since the hypothetical fund closing price of the lowest performing Market Measure on the relevant calculation day is less than its coupon threshold price, you would not receive a contingent coupon
payment on the applicable contingent coupon payment date. In addition, the securities would not be automatically called, even though the fund closing prices of the better performing Market Measures on the relevant calculation day are greater than
their starting prices. As this example illustrates, whether you receive a contingent coupon payment and whether the securities are automatically called on a contingent coupon payment date will depend solely on the fund closing price of the lowest
performing Market Measure on the relevant calculation day. The performance of the better performing Market Measures is not relevant to your return on the securities.
Example 3. The fund closing price of the lowest performing Market Measure on the relevant calculation day is greater than or equal to its starting price. As a result, the
securities are automatically called on the applicable contingent coupon payment date for the face amount plus a final contingent coupon payment.
| |
|
Technology
Select Sector
SPDR® Fund
|
Energy Select
Sector SPDR®
Fund
|
Health Care Select
Sector SPDR® Fund
|
Consumer
Discretionary Select
Sector SPDR® Fund
|
| |
Hypothetical starting price:
|
100.00
|
100.00
|
100.00
|
100.00
|
| |
Hypothetical fund closing price on relevant calculation day:
|
115.00
|
105.00
|
110.00
|
115.00
|
| |
Hypothetical coupon threshold price:
|
65.00
|
65.00
|
65.00
|
65.00
|
| |
Performance factor (fund closing price on calculation day divided by starting price):
|
115.00%
|
105.00%
|
110.00%
|
115.00%
|
Step 1: Determine which Market Measure is the lowest performing Market Measure on the relevant calculation day.
In this example, the Energy Select Sector SPDR® Fund has the lowest performance factor and is, therefore, the lowest performing Market Measure on the relevant calculation day.
Step 2: Determine whether a contingent coupon payment will be paid and whether the securities will be automatically called on the applicable contingent coupon payment date.
Since the hypothetical fund closing price of the lowest performing Market Measure on the relevant calculation day is greater than or equal to its starting price, the securities would be automatically called and you
would receive the face amount plus a final contingent
coupon payment on the applicable contingent coupon payment date, which is also referred to as the call settlement date. On the call settlement date, you would receive $1,023.75 per security.
You will not receive any further payments after the call settlement date.
|
Hypothetical Payment at Stated Maturity
|
Set forth below are examples of calculations of the maturity payment amount payable at stated maturity, assuming that the securities have not been automatically called prior to stated maturity and assuming the
hypothetical starting price, coupon threshold price, threshold price and ending prices for each Market Measure indicated in the examples. The terms used for purposes of these hypothetical examples do not represent any actual starting price, coupon
threshold price or threshold price. The hypothetical starting price of 100.00 for each Market Measure has been chosen for illustrative purposes only and does not represent the actual starting price for any Market Measure. The actual starting price,
coupon threshold price and threshold price for each Market Measure will be determined on the pricing date and will be set forth under “Terms of the Securities” above. For historical data regarding the actual fund closing prices of the Market
Measures, see the historical information provided below. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis.
Example 1. The ending price of the lowest performing Market Measure on the final calculation day is greater than its starting price, the maturity payment amount is equal to the face amount of your
securities at maturity and you receive a final contingent coupon payment:
| |
|
Technology
Select Sector
SPDR® Fund
|
Energy Select
Sector SPDR®
Fund
|
Health Care Select
Sector SPDR® Fund
|
Consumer
Discretionary Select
Sector SPDR® Fund
|
| |
Hypothetical starting price:
|
100.00
|
100.00
|
100.00
|
100.00
|
| |
Hypothetical fund closing price on relevant calculation day:
|
115.00
|
115.00
|
125.00
|
110.00
|
| |
Hypothetical coupon threshold price:
|
65.00
|
65.00
|
65.00
|
65.00
|
| |
Hypothetical threshold price:
|
60.00
|
60.00
|
60.00
|
60.00
|
| |
Performance factor (fund closing price on calculation day divided by starting price):
|
115.00%
|
115.00%
|
125.00%
|
110.00%
|
Step 1: Determine which Market Measure is the lowest performing Market Measure on the final calculation day.
In this example, the Consumer Discretionary Select Sector SPDR® Fund has the lowest performance factor and is, therefore, the lowest performing Market Measure on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending price of the lowest performing Market Measure on the final calculation day.
Since the hypothetical ending price of the lowest performing Market Measure on the final calculation day is greater than its hypothetical threshold price, the maturity payment amount would equal the
face amount. Although the hypothetical ending price of the lowest performing Market Measure on the final calculation day is significantly greater than its hypothetical starting price in this scenario, the maturity payment amount will not exceed the
face amount.
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would receive $1,000 per security. In addition, because the hypothetical
ending price of the lowest performing Market Measure on the final calculation day is greater than its coupon threshold price, you would receive a final contingent coupon payment on the stated maturity date.
Example 2. The ending price of the lowest performing Market Measure on the final calculation day is less than its starting price but greater than its coupon threshold price and threshold price, the
maturity payment amount is equal to the face amount of your securities at maturity and you receive a final contingent coupon payment:
| |
|
Technology
Select Sector
SPDR® Fund
|
Energy Select
Sector SPDR®
Fund
|
Health Care Select
Sector SPDR® Fund
|
Consumer
Discretionary Select
Sector SPDR® Fund
|
| |
Hypothetical starting price:
|
100.00
|
100.00
|
100.00
|
100.00
|
| |
Hypothetical fund closing price on relevant calculation day:
|
80.00
|
85.00
|
90.00
|
95.00
|
| |
Hypothetical coupon threshold price:
|
65.00
|
65.00
|
65.00
|
65.00
|
| |
Hypothetical threshold price:
|
60.00
|
60.00
|
60.00
|
60.00
|
| |
Performance factor (fund closing price on calculation day divided by starting price):
|
80.00%
|
85.00%
|
90.00%
|
95.00%
|
Step 1: Determine which Market Measure is the lowest performing Market Measure on the final calculation day.
In this example, the Technology Select Sector SPDR® Fund has the lowest performance factor and is, therefore, the lowest performing Market Measure on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending price of the lowest performing Market Measure on the final calculation day.
Since the hypothetical ending price of the lowest performing Market Measure is less than its hypothetical starting price, but not by more than 40%, you would receive the face amount of your securities
at maturity.
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would receive $1,000 per security. In addition, because the hypothetical
ending price of the lowest performing Market Measure on the final calculation day is greater than its coupon threshold price, you would receive a final contingent coupon payment on the stated maturity date.
Example 3. The ending price of the lowest performing Market Measure on the final calculation day is less than its starting price and its coupon threshold price but greater
than its threshold price, the maturity payment amount is equal to the face amount of your securities at maturity, but you will not receive a final contingent coupon payment:
| |
|
Technology
Select Sector
SPDR® Fund
|
Energy Select
Sector SPDR®
Fund
|
Health Care Select
Sector SPDR® Fund
|
Consumer
Discretionary Select
Sector SPDR® Fund
|
| |
Hypothetical starting price:
|
100.00
|
100.00
|
100.00
|
100.00
|
| |
Hypothetical fund closing price on relevant calculation day:
|
64.00
|
63.00
|
62.00
|
61.00
|
| |
Hypothetical coupon threshold price:
|
65.00
|
65.00
|
65.00
|
65.00
|
| |
Hypothetical threshold price:
|
60.00
|
60.00
|
60.00
|
60.00
|
| |
Performance factor (fund closing price on calculation day divided by starting price):
|
64.00%
|
63.00%
|
62.00%
|
61.00%
|
Step 1: Determine which Market Measure is the lowest performing Market Measure on the final calculation day.
In this example, the Consumer Discretionary Select Sector SPDR® Fund has the lowest performance factor and is, therefore, the lowest performing Market Measure on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending price of the lowest performing Market Measure on the final calculation day.
Since the hypothetical ending price of the lowest performing Market Measure is less than its hypothetical starting price and its coupon threshold price, but greater than its threshold price, you
would receive the face amount of your securities at maturity. However, because the hypothetical ending price of the lowest performing underlier is less than its coupon threshold price, you will not receive a final contingent coupon payment.
Example 4. The ending price of the lowest performing Market Measure on the final calculation day is less than its threshold price, the maturity payment amount is less than the
face amount of your securities at maturity and you do not receive a final contingent coupon payment:
| |
|
Technology
Select Sector
SPDR® Fund
|
Energy Select
Sector SPDR®
Fund
|
Health Care Select
Sector SPDR® Fund
|
Consumer
Discretionary Select
Sector SPDR® Fund
|
| |
Hypothetical starting price:
|
100.00
|
100.00
|
100.00
|
100.00
|
| |
Hypothetical fund closing price on relevant calculation day:
|
105.00
|
45.00
|
62.00
|
110.00
|
| |
Hypothetical coupon threshold price:
|
65.00
|
65.00
|
65.00
|
65.00
|
| |
Hypothetical threshold price:
|
60.00
|
60.00
|
60.00
|
60.00
|
| |
Performance factor (fund closing price on calculation day divided by starting price):
|
105.00%
|
45.00%
|
62.00%
|
110.00%
|
Step 1: Determine which Market Measure is the lowest performing Market Measure on the final calculation day.
In this example, the Energy Select Sector SPDR® Fund has the lowest performance factor and is, therefore, the lowest performing Market Measure on the final calculation day.
Step 2: Determine the maturity payment amount based on the ending price of the lowest performing Market Measure on the final calculation day.
Since the hypothetical ending price of the lowest performing Market Measure on the final calculation day is less than its hypothetical starting price by more than 40%, you would lose a portion of the
face amount of your securities and receive the maturity payment amount equal to $450.00 per security, calculated as follows:
= $1,000 × performance factor of the lowest performing Market Measure on the final calculation day
= $1,000 × 45.00%
= $450.00
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would receive $450.00 per security. Because the
hypothetical ending price of the lowest performing Market Measure on the final calculation day is less than its coupon threshold price, you would not receive a final contingent coupon payment on the stated maturity date.
These examples illustrate that you will not participate in any appreciation of any Market Measure, but will be fully exposed to a decrease in the lowest performing Market Measure
if the ending price of the lowest performing Market Measure on the final calculation day is less than its threshold price, even if the ending prices of the other Market Measures have appreciated or have not declined below their respective threshold
price.
To the extent that the starting price, coupon threshold price, threshold price and ending price of the lowest performing Market Measure differ from the values assumed above, the results indicated
above would be different.
All disclosures contained in this pricing supplement regarding the Market Measures, including, without limitation, their make-up, method of calculation, and changes in their components, have been derived from publicly
available sources. The information reflects the policies of, and is subject to change by, SSGA Funds Management, Inc. (“SSGA”), the investment advisor of each of the Technology Select Sector SPDR® Fund, the Energy Select Sector SPDR®
Fund, the Health Care Select Sector SPDR® Fund and the Consumer Discretionary Select Sector SPDR® Fund. The investment advisor, which licenses the copyright and all other rights to the respective Market Measures, has no
obligation to continue to publish, and may discontinue publication of, the Market Measures. The consequences of the investment advisor discontinuing publication of a Market Measure are discussed in “General Terms of the Securities—Discontinuance
of an Fund” in the accompanying product supplement. None of us, the calculation agent, or Jefferies LLC accepts any responsibility for the calculation, maintenance or publication of any Market Measure or any successor fund. None of us, the
calculation agent, Jefferies LLC or any of our other affiliates makes any representation to you as to the future performance of the Market Measures. You should make your own investigation into the Market Measures.
|
The Technology Select Sector SPDR® Fund
|
The shares of the XLK are issued by Select Sector SPDR® Trust, a registered investment company. The XLK seeks investment results that correspond generally to the price and yield
performance, before fees and expenses, of the Technology Select Sector Index. The XLK measures the performance of the technology and telecom sector of the U.S. equity market. The XLK is composed of equity securities of companies from technology
hardware, storage, and peripherals; software; diversified telecommunication services; communications equipment; semiconductors and semiconductor equipment; internet software and services; IT services; electronic equipment, instruments and
components; and wireless telecommunication services. The Technology Select Sector SPDR® Fund trades on the NYSE Arca under the ticker symbol “XLK.”
Investment Approach
The XLK utilizes a “passive” or “indexing” investment approach in attempting to track the performance of the Technology Select Sector Index. The XLK will invest in substantially all of the securities
which comprise the Technology Select Sector Index. The XLK will normally invest at least 95% of its total assets in common stocks that comprise the Technology Select Sector Index.
Investment Objective and Strategy
The XLK seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Technology Select Sector Index. The investment manager of the
XLK uses a replication strategy to try to achieve the XLK’s investment objective, which means that the XLK generally invests in substantially all of the securities represented in the Technology Select Sector Index in approximately the same
proportions as the Technology Select Sector Index. Under normal market conditions, the XLK generally invests at least 95% of its total assets in the securities comprising the Technology Select Sector Index. In certain situations or market
conditions, the XLK may temporarily depart from its normal investment policies and strategies provided that the alternative is consistent with the XLK’s investment objective and is in the best interest of the XLK. For example, if the XLK is unable
to invest directly in a component security or if a derivative investment may provide higher liquidity than other types of investments, it may make larger than normal investments in derivatives to maintain exposure to the Technology Select Sector
Index that it tracks. Consequently, under such circumstances, the XLK may invest in a different mix of investments than it would under normal circumstances. The XLK will provide shareholders with at least 60 days’ notice prior to any material
change in its investment policies. The XLK is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from an actively managed underlying, which typically seeks to outperform
a benchmark index.
Notwithstanding the XLK’s investment objective, the return on your Notes will not reflect any dividends paid on shares of the XLK, on the securities purchased by the XLK or on the securities that
comprise the Technology Select Sector Index.
The Select Sector Indices
The Underlying Index of the XLE is part of the Select Sector Indices. The Select Sector Indices are sub-indices of the S&P 500® Index (“SPX”). Each stock in the SPX is allocated to at least one Select
Sector Index, and the combined companies of the eleven Select Sector Indices represent all of the companies in the SPX. The industry indices are sub-categories within each Select Sector Index and represent a specific industry segment of the overall
Select Sector Index. The eleven Select Sector Indices seek to represent the eleven SPX sectors. The index compilation agent for these indices (the “Index Compilation Agent”) determines the composition of the Select Sector Indices based on S&P’s
sector classification methodology. (Sector designations are determined by the index sponsor using criteria it has selected
or developed. Index sponsors may use very different standards for determining sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which
that sector is selected may also differ. As a result, sector comparisons between indices with different index sponsors may reflect differences in methodology as well as actual differences in the sector composition of the indices.
Each Select Sector Index was developed and is maintained in accordance with the following criteria:
|
• |
Each of the component stocks in a Select Sector Index (the “Component Stocks”) is a constituent company of the SPX.
|
|
• |
The eleven Select Sector Indices together will include all of the companies represented in the SPX and each of the stocks in the SPX will be allocated to at least one of the Select Sector Indices.
|
|
• |
The Index Compilation Agent assigns each constituent stock of the SPX to a Select Sector Index. The Index Compilation Agent assigns a company’s stock to a particular Select Sector Index based on S&P Dow Jones Indices’s sector
classification methodology as set forth in its Global Industry Classification Standard.
|
|
• |
Each Select Sector Index is calculated by S&P Dow Jones Indices using a modified “market capitalization” methodology. This design ensures that each of the component stocks within a Select Sector Index is represented in a proportion
consistent with its percentage with respect to the total market capitalization of that Select Sector Index.
|
For reweighting purposes, each Select Sector Index is rebalanced quarterly after the close of business on the second to last calculation day of March, June, September and December using the following
procedures: (1) The rebalancing reference date is two business days prior to the last calculation day of each quarter; and (2) With prices reflected on the rebalancing reference date, and membership, shares outstanding, additional weight factor
(capping factor) and investable weight factors (as described in the section “Computation of the S&P 500 Index®” below) as of the rebalancing effective date, each company is weighted using the modified market capitalization
methodology. Modifications are made as defined below.
|
(i) |
The indices are first evaluated to ensure none of the indices breach the maximum allowable limits defined in rules (ii) and (v) below. If any of the allowable limits are breached, the component stocks are reweighted based on their
float-adjusted market capitalization weights.
|
|
(ii) |
If any component stock has a weight greater than 24%, that component stock has its float-adjusted market capitalization weight capped at 23%. The 23% weight cap creates a 2% buffer to ensure that no component stock exceeds 25% as of the
quarter-end diversification requirement date.
|
|
(iii) |
All excess weight is equally redistributed to all uncapped component stocks within the relevant Select Sector Index.
|
|
(iv) |
After this redistribution, if the float-adjusted market capitalization weight of any other component stock(s) then breaches 23%, the process is repeated iteratively until no component stock breaches the 23% weight cap.
|
|
(v) |
The sum of the component stocks with weight greater than 4.8% cannot exceed 50% of the total index weight. These caps are set to allow for a buffer below the 5% limit.
|
|
(vi) |
If the rule in step (v) is breached, all the component stocks are ranked in descending order of their float-adjusted market capitalization weights and the first component stock that causes the 50% limit to be breached has its weight
reduced to 4.6%.
|
|
(vii) |
This excess weight is equally redistributed to all component stocks with weights below 4.6%. This process is repeated iteratively until step (v) is satisfied.
|
|
(viii) |
Index share amounts are assigned to each component stock to arrive at the weights calculated above. Since index shares are assigned based on prices one business day prior to rebalancing, the actual weight of each component stock at the
rebalancing differs somewhat from these weights due to market movements.
|
|
(ix) |
If necessary, the reweighting process may take place more than once prior to the close on the last business day of March, June, September or December to ensure conformity with all diversification requirements.
|
|
• |
Each Select Sector Index is calculated using the same methodology utilized by S&P Dow Jones Indices in calculating the SPX, using a base-weighted aggregate methodology. The daily calculation of each Select Sector Index is computed by
dividing the total market value of the companies in the Select Sector Index by a number called the index divisor.
|
|
• |
The Index Compilation Agent at any time may determine that a Component Stock which has been assigned to one Select Sector Index has undergone such a transformation in the composition of its business, and should be removed from that
|
Select Sector Index and assigned to a different Select Sector Index. In the event that the Index Compilation Agent notifies S&P Dow Jones Indices that a Component Stock’s Select Sector Index assignment should be
changed, S&P Dow Jones Indices will disseminate notice of the change following its standard procedure for announcing index changes and will implement the change in the affected Select Sector Indices on a date no less than one week after the
initial dissemination of information on the sector change to the maximum extent practicable. It is not anticipated that Component Stocks will change sectors frequently.
|
• |
Component Stocks removed from and added to the SPX will be deleted from and added to the appropriate Select Sector Index on the same schedule used by S&P Dow Jones Indices for additions and deletions from the SPX insofar as
practicable.
|
The S&P 500® Index
The S&P 500® Index (the “SPX) includes a representative sample of 500 companies in leading industries of the U.S. economy. The SPX is intended to provide an indication of the pattern of common stock price
movement. The calculation of the level of the SPX is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500
similar companies during the base period of the years 1941 through 1943.
The SPX includes companies from eleven main groups: Communication Services; Consumer Discretionary; Consumer Staples; Energy; Financials; Health Care; Industrials; Information Technology; Real Estate; Materials; and
Utilities. SPDJI may from time to time, in its sole discretion, add companies to, or delete companies from, the SPX to achieve the objectives stated above.
Company additions to the SPX must have an unadjusted company market capitalization of $18.0 billion or more (an increase from the previous requirement of an unadjusted company market capitalization of $15.8 billion or
more).
SPDJI calculates the SPX by reference to the prices of the constituent stocks of the SPX without taking account of the value of dividends paid on those stocks. As a result, the return on the Notes will not reflect the
return you would realize if you actually owned the SPX constituent stocks and received the dividends paid on those stocks.
Computation of the SPX
While SPDJI currently employs the following methodology to calculate the SPX, no assurance can be given that SPDJI will not modify or change this methodology in a manner that may affect payment on the notes.
Historically, the market value of any component stock of the SPX was calculated as the product of the market price per share and the number of then outstanding shares of such component stock. In March 2005, SPDJI
began shifting the SPX halfway from a market capitalization weighted formula to a float-adjusted formula, before moving the SPX to full float adjustment on September 16, 2005. SPDJI’s criteria for selecting stocks for the SPX did not change with
the shift to float adjustment. However, the adjustment affects each company’s weight in the SPX.
Under float adjustment, the share counts used in calculating the SPX reflect only those shares that are available to investors, not all of a company’s outstanding shares. Float adjustment excludes shares that are
closely held by control groups, other publicly traded companies or government agencies.
In September 2012, all shareholdings representing more than 5% of a stock’s outstanding shares, other than holdings by “block owners,” were removed from the float for purposes of calculating the SPX. Generally, these
“control holders” will include officers and directors, private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners, holders of restricted shares, ESOPs, employee and
family trusts, foundations associated with the company, holders of unlisted share classes of stock, government entities at all levels (other than government retirement/pension funds) and any individual person who controls a 5% or greater stake in a
company as reported in regulatory filings. However, holdings by block owners, such as depositary banks, pension funds, mutual funds and ETF providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance
companies, asset managers and investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.
Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. Shares held in a trust to allow investors in countries outside the country of
domicile, such as depositary shares and Canadian exchangeable shares are normally part of the float unless those shares form a control block. If a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class are
treated as a control block.
For each stock, an investable weight factor (“IWF”) is calculated by dividing the available float shares by the total shares outstanding. Available float shares are defined as the total shares outstanding less shares
held by control holders. This calculation is subject to a 5% minimum threshold for control blocks. For example, if a company’s officers and directors hold 3% of the company’s shares, and no other control group holds 5% of the company’s shares,
SPDJI would assign that company an IWF of 1.00, as no control group meets the 5% threshold. However, if a company’s officers and directors hold 3% of the company’s shares and another control group holds 20% of the company’s shares, SPDJI would
assign an IWF of 0.77, reflecting the fact that 23% of the company’s outstanding shares are considered to be held for control. As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the SPX.
Constituents of the SPX prior to July 31, 2017 with multiple share class lines will be grandfathered in and continue to be included in the SPX. If a constituent company of the SPX reorganizes into a multiple share class line structure, that company
will remain in the SPX at the discretion of the S&P Index Committee in order to minimize turnover.
The SPX is calculated using a base-weighted aggregate methodology. The level of the SPX reflects the total market value of all component stocks relative to the base period of the years 1941 through 1943. An indexed
number is used to represent the results of this calculation in order to make the level easier to work with and track over time. The actual total market value of the component stocks during the base period of the years 1941 through 1943 has been set
to an indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In practice, the daily calculation of the SPX is computed by dividing the total market value of the component stocks by the “index divisor.” By itself, the index
divisor is an arbitrary number. However, in the context of the calculation of the SPX, it serves as a link to the original base period level of the SPX. The index divisor keeps the SPX comparable over time and is the manipulation point for all
adjustments to the SPX, which is index maintenance.
Index Maintenance
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to company restructuring or
spinoffs. Some corporate actions, such as stock splits and stock dividends, require changes in the common shares outstanding and the stock prices of the companies in the SPX, and do not require index divisor adjustments.
To prevent the level of the SPX from changing due to corporate actions, corporate actions which affect the total market value of the SPX require an index divisor adjustment. By adjusting the index divisor for the
change in market value, the level of the SPX remains constant and does not reflect the corporate actions of individual companies in the SPX. Index divisor adjustments are made after the close of trading and after the calculation of the SPX closing
level.
Changes in a company’s shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions, or exchange offers are made as soon as reasonably possible. Share changes due
to mergers or acquisitions of publicly held companies that trade on a major exchange are implemented when the transaction occurs, even if both of the companies are not in the same headline index, and regardless of the size of the change. All other
changes of 5.00% or more (due to, for example, company stock repurchases, private placements, redemptions, exercise of options, warrants, conversion of preferred stock, Notes, debt, equity participation units, at-the-market offerings, or other
recapitalizations) are made weekly and are announced on Fridays for implementation after the close of trading on the following Friday.
Changes of less than 5.00% are accumulated and made quarterly on the third Friday of March, June, September, and December, and are usually announced two to five days prior.
If a change in a company’s shares outstanding of 5.00% or more causes a company’s IWF to change by five percentage points or more, the IWF is updated at the same time as the share change. IWF changes resulting from
partial tender offers are considered on a case by case basis.
Historical Information
We obtained the closing prices of the Technology Select Sector SPDR® Fund in the graph below from Bloomberg L.P., without independent verification.
The following graph sets forth daily closing prices of the Market Measure for the period from January 1, 2018 to January 7, 2025. The fund closing price on January 7, 2025 was $233.96. The historical
performance of the Market Measure should not be taken as an indication of the future performance of the Market Measure during the term of the securities.
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The Energy Select Sector SPDR® Fund
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The shares of the XLE are issued by Select Sector SPDR® Trust, a registered investment company. The XLE seeks investment results that correspond generally to the price and yield performance, before fees
and expenses, of the Energy Select Sector Index, its Underlying Index. The Energy Select Sector Index measures the performance of the energy sector of the U.S. equity market. The XLE is composed of equity securities of companies in the oil, gas and
consumable fuel, energy equipment and services industries. The XLE trades on the NYSE Arca under the ticker symbol “XLE.”
Investment Approach
The XLE utilizes a “passive” or “indexing” investment approach in attempting to track the performance of the Energy Select Sector Index. The XLE will invest in substantially all of the securities
which comprise the Energy Select Sector Index. The XLE will normally invest at least 95% of its total assets in common stocks that comprise the Energy Select Sector Index.
Investment Objective and Strategy
The XLE seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Energy Select Sector Index. The investment manager of the XLE
uses a replication strategy to try to achieve the XLE’s investment objective, which means that the XLE generally invests in substantially all of the securities represented in the Energy Select Sector Index in approximately the same proportions as
the Energy Select Sector Index. Under normal market conditions, the XLE generally invests at least 95% of its total assets in the securities comprising the Energy Select Sector Index. In certain situations or market conditions, the XLE may
temporarily depart from its normal investment policies and strategies provided that the alternative is consistent with the XLE’s investment objective and is in the best interest of the XLE. For example, if the XLE is unable to invest directly in a
component security or if a derivative investment may provide higher liquidity than other types of investments, it may make larger than normal investments in derivatives to maintain exposure to the Energy Select Sector Index that it tracks.
Consequently, under such circumstances, the XLE may invest in a different mix of investments than it would under normal circumstances. The XLE will provide shareholders with at least 60 days notice prior to any material change in its investment
policies. The XLE is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from an actively managed underlying, which typically seeks to outperform a Benchmark Index.
Notwithstanding the XLE’s investment objective, the return on your Notes will not reflect any dividends paid on shares of the XLE, on the securities purchased by the XLE or on the securities that
comprise the Energy Select Sector Index. For further information, please see “The Select Sector Indices” above.
Historical Information
We obtained the closing prices of the Energy Select Sector SPDR® Fund in the graph below from Bloomberg L.P., without independent verification.
The following graph sets forth daily closing prices of the Market Measure for the period from January 1, 2018 to January 7, 2025. The closing price on January 7, 2025 was $87.94. The historical
performance of the Market Measure should not be taken as an indication of the future performance of the Market Measure during the term of the securities.
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The Health Care Select Sector SPDR® Fund
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The shares of the XLV are issued by Select Sector SPDR® Trust, a registered investment company. The XLV seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Health
Care Select Sector Index, its underlying index. The Health Care Select Sector Index measures the performance of the health care sector of the U.S. equity market. The XLV is composed of equity securities of companies in the health care equipment
& services and pharmaceuticals, biotechnology and life sciences industries. The XLV trades on the NYSE Arca under the ticker symbol “XLV.”
Investment Approach
The XLV utilizes a “passive” or “indexing” investment approach in attempting to track the performance of the Health Care Select Sector Index. The XLV will invest in substantially all of the securities
which comprise the Health Care Select Sector Index. The XLV will normally invest at least 95% of its total assets in common stocks that comprise the Health Care Select Sector Index.
Investment Objective and Strategy
The XLV seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Health Care Select Sector Index. The investment manager of the XLV uses a
replication strategy to try to achieve the XLV’s investment objective, which means that the XLV generally invests in substantially all of the securities represented in the Health Care Select Sector Index in approximately the same proportions as the
Health Care Select Sector Index. Under normal market conditions, the XLV generally invests at least 95% of its total assets in the securities comprising the Health Care Select Sector Index. In certain situations or market conditions, the XLV may
temporarily depart from its normal investment policies and strategies provided that the alternative is consistent with the XLV’s investment objective and is in the best interest of the XLV. For example, if the XLV is unable to invest directly in a
component security or if a derivative investment may provide higher liquidity than other types of investments, it may make larger than normal investments in derivatives to maintain exposure to the Health Care Select Sector Index that it tracks.
Consequently, under such circumstances, the XLV may invest in a different mix of investments than it would under normal circumstances. The XLV will provide shareholders with at least 60 days’ notice prior to any material change in its investment
policies. The XLV is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from an actively managed underlying, which typically seeks to outperform a Benchmark Index.
Notwithstanding the XLV’s investment objective, the return on your Notes will not reflect any dividends paid on shares of the XLV, on the securities purchased by the XLV or on the securities that comprise the Health
Care Select Sector Index. For further information, please see “The Select Sector Indices” above.
Historical Information
We obtained the closing prices of the Health Care Select Sector SPDR® Fund in the graph below from Bloomberg L.P., without independent verification.
The following graph sets forth daily closing prices of the Market Measure for the period from January 1, 2018 to January 7, 2025. The closing price on January 7, 2025 was $139.71. The historical
performance of the Market Measure should not be taken as an indication of the future performance of the Market Measure during the term of the securities.
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The Consumer Discretionary Select Sector SPDR® Fund
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The shares of the XLY are issued by Select Sector SPDR® Trust, a registered investment company. The XLY seeks investment results that correspond generally to the price and yield
performance, before fees and expenses, of the Consumer Discretionary Select Sector Index (the “Underlying Index”). The XLY measures the performance of the consumer discretionary sector of the U.S. equity market. The XLY is composed of equity
securities of companies in retail (specialty, multiline, internet and direct marketing); hotels, restaurants and leisure; textiles, apparel and luxury goods; household durables; automobiles; auto components; distributors; leisure products; and
diversified consumer services. The XLY trades on the NYSE Arca under the ticker symbol “XLY.”
Investment Approach
The XLY utilizes a “passive” or “indexing” investment approach in attempting to track the performance of the Consumer Discretionary Select Sector Index. The XLY will invest substantially in all of the
securities which comprise the Underlying Index. The XLY will normally invest at least 95% of its total assets in common stocks that comprise the Consumer Discretionary Select Sector Index.
Investment Objective and Strategy
The XLY seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Consumer Discretionary Select Sector Index. The investment manager of the XLY
uses a replication strategy to try to achieve the XLY’s investment objective, which means that the XLY generally invests in substantially all of the securities represented in the Consumer Discretionary Select Sector Index in approximately the same
proportions as the Consumer Discretionary Select Sector Index. Under normal market conditions, the XLY generally invests at least 95% of its total assets in the securities comprising the Consumer Discretionary Select Sector Index. In certain
situations or market conditions, the XLY may temporarily depart from its normal investment policies and strategies provided that the alternative is consistent with the XLY’s investment objective and is in the best
interest of the XLY. For example, if the XLY is unable to invest directly in a component security or if a derivative investment may provide higher liquidity than other types of investments, it may make larger than
normal investments in derivatives to maintain exposure to the Consumer Discretionary Select Sector Index that it tracks. Consequently, under such circumstances, the XLY may invest in a different mix of investments than it would under normal
circumstances. The XLY will provide shareholders with at least 60 days notice prior to any material change in its investment policies. The XLY is managed with a passive investment strategy, attempting to track the performance of an unmanaged index
of securities. This differs from an actively managed underlying, which typically seeks to outperform a benchmark index.
Notwithstanding the XLY’s investment objective, the return on your Notes will not reflect any dividends paid on the XLY’s shares, on the securities purchased by the XLY or on the securities that
comprise the Consumer Discretionary Select Sector Index. For further information, please see “The Select Sector Indices” above.
Historical Information
We obtained the closing prices of the Consumer Discretionary Select Sector SPDR® Fund in the graph below from Bloomberg L.P., without independent verification.
The following graph sets forth daily closing prices of the Market Measure for the period from January 1, 2018 to January 7, 2025. The closing price on January 7, 2025 was $222.38. The historical
performance of the Market Measure should not be taken as an indication of the future performance of the Market Measure during the term of the securities.
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SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
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The following section supplements the discussion of U.S. federal income taxation in the accompanying product supplement.
The following section is the opinion of Sidley Austin LLP, our counsel. In addition, it is the opinion of Sidley Austin LLP that the characterization of the securities for U.S. federal income
tax purposes that will be required under the terms of the securities, as discussed below, is a reasonable interpretation of current law.
This section does not apply to you if you are a member of a class of holders subject to special rules, such as:
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a dealer in securities or currencies;
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a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
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a life insurance company;
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a tax exempt organization;
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a regulated investment company;
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an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
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a person that owns a security as a hedge or that is hedged against interest rate risks;
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a person that owns a security as part of a straddle or conversion transaction for tax purposes; or
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a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
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Although this section is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations under the Code, published rulings
and court decisions, all as currently in effect, no statutory, judicial or administrative authority directly addresses how your securities should be treated for U.S. federal income tax purposes, and as a result, the U.S. federal income tax
consequences of your investment in your securities are uncertain. Moreover, these laws are subject to change, possibly on a retroactive basis.
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You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the securities, including the
application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
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U.S. Holders
This section applies to you only if you are a U.S. Holder that holds your securities as a capital asset for tax purposes. You are a “U.S. Holder” if you are a beneficial owner of each of your securities and you are:
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a citizen or resident of the United States;
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a domestic corporation;
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an estate whose income is subject to U.S. federal income tax regardless of its source; or
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a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
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Tax Treatment
You will be obligated pursuant to the terms of the securities — in the absence of a change in law, an administrative determination or a judicial ruling to the contrary — to characterize your
securities for all tax purposes as income bearing pre-paid derivative contracts in respect of the Market Measures. Except as otherwise stated below, the discussion herein assumes that the securities will be so treated.
Coupon payments that you receive should be included in ordinary income at the time you receive the payment or when the payment accrues, in accordance with your regular method of
accounting for U.S. federal income tax purposes.
Upon the sale, exchange, redemption or maturity of your securities, you should recognize capital gain or loss equal to the difference, if any, between the amount of cash you receive at such time and your tax basis in
your securities. Your tax basis in the securities will generally be equal to the amount that you paid for the securities. If you hold your securities for more than one year, the gain or loss generally will be long-term capital gain or loss. If you
hold your securities for one year or less, the gain or loss generally will be short-term capital gain or loss. Short-term capital gains are generally subject to tax at the marginal tax rates applicable to ordinary income.
In addition, the constructive ownership rules of Section 1260 of the Internal Revenue Code could apply to your Notes. If your Notes were subject to the constructive ownership rules, then any long-term capital gain
that you realize upon the sale, exchange, redemption or maturity of your Notes would be re-characterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such re-characterized capital
gain) to the extent that such capital gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Internal Revenue Code). Because the application of the constructive ownership rules is unclear you are
strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the Notes.
No statutory, judicial or administrative authority directly discusses how your securities should be treated for U.S. federal income tax purposes. As a result, the U.S. federal
income tax consequences of your investment in the securities are uncertain and alternative characterizations are possible. Accordingly, we urge you to consult your tax advisor in determining the tax consequences of an investment in your securities
in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
Alternative Treatments
There is no judicial or administrative authority discussing how your securities should be treated for U.S. federal income tax purposes. Therefore, the IRS might assert that a treatment other
than that described above is more appropriate. For example, the IRS could treat your securities as a single debt instrument subject to special rules governing contingent payment debt instruments. Under those rules, the amount of interest you are
required to take into account for each accrual period would be determined by constructing a projected payment schedule for the securities and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt
instrument with that projected payment schedule. This method is applied by first determining the comparable yield – i.e., the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your
securities – and then determining a payment schedule as of the issue date that would produce the comparable yield. These rules may have the effect of requiring you to include interest in income in respect of your securities prior to your receipt of
cash attributable to that income.
If the rules governing contingent payment debt instruments apply, any gain you recognize upon the sale, exchange, redemption or maturity of your securities would be treated as ordinary interest
income. Any loss you recognize at that time would be treated as ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your securities, and, thereafter, as capital loss.
If the rules governing contingent payment debt instruments apply, special rules would apply to a person who purchases securities at a price other than the adjusted issue price as determined for
tax purposes.
It is possible that your securities could be treated in the manner described above, except that any gain or loss that you recognize at maturity or upon redemption would be treated as ordinary
income or loss. You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of your securities for U.S. federal income tax purposes.
It is also possible that the IRS could seek to characterize your securities in a manner that results in tax consequences to you that are different from those described above. You should consult
your tax advisor as to the tax consequences of any possible alternative characterizations of your securities for U.S. federal income tax purposes.
Possible Change in Law
On December 7, 2007, the IRS released a notice stating that the IRS and the Treasury Department are actively considering issuing guidance regarding the proper U.S. federal income tax treatment of an instrument such
as the securities, including whether holders should be required to accrue ordinary income on a current basis and whether gain or loss should be ordinary or capital. It is not possible to determine what guidance they will ultimately issue, if any.
It is possible, however, that under such guidance, holders of the securities will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury Department are also considering other
relevant issues, including whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals and whether the special “constructive ownership rules” of Section 1260 of the Code might be applied to such
instruments. Except to the extent otherwise provided by law, we intend to continue treating the securities for
U.S. federal income tax purposes in accordance with the treatment described above under “Tax Treatment” unless and until such time as Congress, the Treasury Department or the IRS determine that
some other treatment is more appropriate.
Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your securities after the bill was enacted to accrue
interest income over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your securities.
It is impossible to predict what any such legislation or administrative or regulatory guidance might provide, and whether the effective date of any legislation or guidance will affect securities
that were issued before the date that such legislation or guidance is issued. You are urged to consult your tax advisor as to the possibility that any legislative or administrative action may adversely affect the tax treatment of your securities.
Backup Withholding and Information Reporting
You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus supplement under “United States Federal
Taxation—U.S. Holders — Backup Withholding and Information Reporting” with respect to payments on your securities and, notwithstanding that we do not intend to treat the securities as debt for tax purposes, we intend to backup withhold on such
payments with respect to your securities unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set forth under “United States Federal
Taxation—U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus supplement. Please see the discussion under “United States Federal Taxation—U.S. Holders — Backup Withholding and Information Reporting” in the
accompanying prospectus supplement for a description of the applicability of the backup withholding and information reporting rules to payments made on your securities.
Non-U.S. Holders
This section applies to you only if you are a Non-U.S. Holder. You are a “Non-U.S. Holder” if you are the beneficial owner of securities and are, for U.S. federal income tax purposes:
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a nonresident alien individual;
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a foreign corporation; or
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an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the securities.
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The term “Non-U.S. Holder” does not include any of the following holders:
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a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
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certain former citizens or residents of the United States; or
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a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States.
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Such holders should consult their tax advisors regarding the U.S. federal income tax consequences of an investment in the securities.
Because the U.S. federal income tax treatment (including the applicability of withholding) of the coupon payments on the securities is uncertain, in the absence of further guidance, we intend to
withhold on the coupon payments made to you at a 30% rate or at a lower rate specified by an applicable income tax treaty under an “other income” or similar provision. We or our agents, including WFS, will not make payments of any additional
amounts. To claim a reduced treaty rate for withholding, you generally must provide a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or an acceptable substitute form upon which you certify, under penalty of perjury, your status as a non-U.S. Holder and
your entitlement to the lower treaty rate. Payments will be made to you at a reduced treaty rate of withholding only if such reduced treaty rate would apply to any possible characterization of the payments (including, for example, if the coupon
payments were characterized as contract fees). Withholding also may not apply to coupon payments made to you if: (i) the coupon payments are “effectively connected” with your conduct of a trade or business in the United States and are includable in
your gross income for U.S. federal income tax purposes, (ii) the coupon payments are attributable to a permanent establishment that you maintain in the United States, if required by an applicable tax treaty, and (iii) you comply with the requisite
certification requirements (generally, by providing an IRS Form W-8ECI). If you are eligible for a reduced rate of United States withholding tax, you may obtain a refund of any amounts withheld in excess of that rate by timely filing a refund claim
with the IRS.
“Effectively connected” payments includable in your United States gross income are generally taxed at rates applicable to United States citizens, resident aliens, and domestic corporations; if
you are a corporate non-U.S. Holder, “effectively connected” payments may be subject to an additional “branch profits tax” under certain circumstances.
You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus supplement under “United States Federal Taxation
—Non-U.S. Holders — Backup Withholding and Information Reporting” with respect to payments on your securities and, notwithstanding that we do not intend to treat the securities as debt for tax purposes, we or the applicable withholding agent intend
to backup withhold on such payments with respect to your securities unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set forth
under “United States Federal Taxation —Non-U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus supplement.
As discussed above, alternative characterizations of the securities for U.S. federal income tax purposes are possible. Should an alternative characterization of the securities, by reason of a
change or clarification of the law, by regulation or otherwise, cause payments with respect to the securities to become subject to withholding tax, we or the applicable withholding agent will withhold tax at the applicable statutory rate and we or
our agents, including WFS, will not make payments of any additional amounts. Prospective Non-U.S. Holders of the securities should consult their tax advisors in this regard.
Furthermore, on December 7, 2007, the IRS released Notice 2008-2 soliciting comments from the public on various issues, including whether instruments such as your securities should be subject to
withholding. It is therefore possible that rules will be issued in the future, possibly with retroactive effect, that would cause payments on your securities to be subject to withholding, even if you comply with certification requirements as to
your foreign status.
In addition, the Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as
attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case
of amounts you receive in respect of any coupon payment or upon the sale, exchange, redemption or maturity of your securities, could be collected via withholding. If these regulations were to apply to the securities, we or the applicable
withholding agent may be required to withhold such taxes if any U.S.-source dividends are paid on the Fund or on any stocks included in any of the Indices during the term of the securities. We could also require you to make certifications (e.g., an
applicable IRS Form W-8) prior to making any payments in respect of any coupon payment or any payment upon the maturity of the securities in order to avoid or minimize withholding obligations, and we or the applicable withholding agent could
withhold accordingly (subject to your potential right to claim a refund from the IRS) if such certifications were not received or were not satisfactory. If withholding was required, we or our agents, including WFS, would not be required to pay any
additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or
significantly modified and treated as retired and reissued) on or after January 1, 2027, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with
each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to
financial instruments that reference a “qualified index” (as defined in the regulations). We have determined that, as of the issue date of your securities, your securities will not be subject to withholding under these rules. Our determination is
binding on Non-U.S. Holders and withholding agents, but it is not binding on the IRS. Accordingly, the IRS could challenge our determination and assert that withholding is required in respect of your securities. In certain limited circumstances,
however, you should be aware that it is possible for Non-U.S. Holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is
required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your securities for U.S. federal income tax purposes.
Under current law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals’ gross estates for U.S. federal estate tax purposes
(for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, a
security is likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal
estate tax consequences of investing in a security.
Foreign Account Tax Compliance Act
Legislation commonly referred to as “FATCA” generally imposes a gross-basis withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial
instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify or supplement these requirements.
This legislation generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed or determinable annual or periodical” (“FDAP”) income. Current provisions of the Code and Treasury
regulations that govern FATCA treat gross proceeds from a sale or other disposition of obligations that can produce U.S.-source interest or FDAP income as subject to FATCA withholding. However, under recently proposed Treasury regulations, such
gross proceeds would not be subject to FATCA withholding. In its preamble to such proposed regulations, the Treasury Department and the IRS have stated that taxpayers may generally rely on the proposed Treasury regulations until final Treasury
regulations are issued. We will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders should consult their tax advisors regarding the potential application of FATCA to the securities.
The validity of the securities is being passed on for us by Sidley Austin LLP, New York, New York.
On January 8, 2025, Jefferies Financial Group Inc. announced its financial results for its fiscal fourth quarter of 2024:
Highlights for the three months ended November 30, 2024:
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Investment Banking Net Revenues of $987 million
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Capital Markets Net Revenues of $652 million
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Asset Management Fees and Revenues and Investment Return of $116 million
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Income Before Income Taxes of $305 million
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Net Income of $206 million (reflects a 28.2% effective tax rate)
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Highlights for the twelve months ended November 30, 2024:
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Investment Banking Net Revenues of $3.44 billion
|
|
• |
Capital Markets Net Revenues of $2.76 billion
|
|
• |
Asset Management Fees and Revenues and Investment Return of $316 million
|
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Income Before Income Taxes of $1 billion
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• |
Net Income of $669 million (reflects a 29.2% effective tax rate)
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Amounts herein pertaining to November 30, 2024 represent a preliminary estimate as of the date of the earnings release and may be revised in our Annual Report on Form 10-K for the year ended November 30, 2024.
The above preliminary financial data included in this pricing supplement has been prepared by and is the responsibility of Jefferies’ management. Deloitte & Touche LLP, Jefferies’ independent public accountant, has not audited, reviewed,
compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.
PRS-39
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