CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration
Fee(1)
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Global Medium-Term Notes, Series A
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$500,000
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$68.20
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(1)
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Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Pricing Supplement dated December 21, 2012
(To the Prospectus dated August 31, 2010 and the
Prospectus Supplement dated May 27,
2011)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-169119
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$500,000
Notes due June 26, 2014
Linked to the Performance of an Equally Weighted Basket of Common Stocks
Global Medium-Term Notes, Series A, No. E-7677
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Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the
prospectus supplement.
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Issuer:
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Barclays Bank PLC
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Basket Initial Valuation Date:
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December 21, 2012
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Issue Date:
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December 27, 2012
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Basket Final Valuation Date:
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June 23, 2014*
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Maturity Date:
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June 26, 2014**
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Denominations:
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Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
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Reference Asset:
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An equally weighted basket of the following common stocks (each a Basket Component and collectively, the Basket Components):
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Basket Component Issued by
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Bloomberg
Ticker Symbol
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Initial Price
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Valero Energy Corporation
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VLO UN <Equity>
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$
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34.14
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Tesoro Corporation
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TSO UN <Equity
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$
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43.69
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Delek US Holdings, Inc.
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DK UN <Equity>
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$
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26.17
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Marathon Petroleum Corporation
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MPC UN <Equity>
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$
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62.14
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HollyFrontier Corporation
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HFC UN <Equity>
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$
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47.09
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Maximum Return:
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18.00%
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Upside Leverage Factor:
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2.00
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Initial Basket Level:
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The Initial Basket Level will be set to 100.00 on the Basket Initial Valuation Date.
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Final Basket Level:
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The Final Basket Level will reflect the Basket Return, as measured from the Basket Initial Valuation Date to the Basket
Final Valuation Date and will be calculated as follows:
Initial Basket Level + [Initial Basket Level × Basket Return]
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Barrier Level:
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70.00, which is equal to 70.00% of the Initial Basket Level, rounded to two decimal places.
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Payment at Maturity:
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If the Final Basket Level is
greater than the Initial Basket Level, you will receive (subject to our credit risk) a cash payment per $1,000 principal amount Note equal to (a) $1,000
plus
(b) $1,000
times
the Basket Return
times
the Upside Leverage Factor,
subject to the Maximum Return on the Notes. Accordingly, if the Final Basket Level is equal to or greater than the Initial Basket Level, your payment per $1,000 principal amount Note will be calculated as follows, subject to the Maximum
Return:
$1,000 + [$1,000 × Basket Return ×
Upside Leverage Factor]
If the Basket
Return is 9.00% or more, you will receive (subject to our credit risk) a payment at maturity of $1,180.00 per $1,000 principal amount Note, the maximum possible payment on the Notes.
If the Final Basket Level is equal to or less the Initial Basket
Level but greater than or equal to the Barrier Level, you will receive (subject to our credit risk) a cash payment of $1,000.00 per $1,000 principal amount Note.
If the Final Basket Level is less than the Barrier Level, you
will receive (subject to our credit risk) a cash payment per $1,000 principal amount Note equal to (a) $1,000
plus
(b) $1,000
times
the Basket Return. Accordingly, if the Final Basket Level is less than the Barrier Level, your payment
per $1,000 principal amount Note will be calculated as follows:
$1,000 + [$1,000 × Basket Return]
You will lose some or all of your principal if the Basket Return is less than 30.00% and, accordingly, the Final Basket Level is less than the Barrier Level. If the Final Basket Level is less
than the Barrier Level, your Notes will be fully exposed to the negative performance of the Basket and you may lose up to 100% of the principal amount of your Notes. Any payment on the Notes is subject to the creditworthiness of the Issuer and is
not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see Credit of Issuer in this pricing supplement.
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Basket Return:
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The Basket Return is the arithmetic average of the Basket Component Returns for each Basket Component.
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Basket Component Return:
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For any Basket Component, the performance of such Basket Component from its Initial Price to its Final Price, calculated as
follows:
Final Price Initial Price
Initial Price
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Initial Price:
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With respect to a Basket Component, the Closing Price of such Basket Component on the Basket Initial Valuation Date, as set forth in the table above.
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Final Price:
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With respect to a Basket Component, the Closing Price of such Basket Component on the Basket Final Valuation Date.
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Closing Price:
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With respect to a Basket Component on a valuation date, the official closing price per share of such Basket Component on
that valuation date as displayed on the applicable Bloomberg Professional
®
service page as set forth in the
table above or any successor page on Bloomberg Professional
®
service or any successor service, as
applicable.
In certain circumstances, the closing price per share of a
Basket Component will be based on the alternate calculation as described in Reference AssetsEquity SecuritiesShare Adjustments Relating to Securities with an Equity Security as the Reference Asset in the accompanying
prospectus supplement.
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Calculation Agent:
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Barclays Bank PLC
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CUSIP/ISIN:
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06741TLX3 / US06741TLX36
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*
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Subject to postponement in the event of a market disruption event and as described under Reference AssetsBasketsMarket Disruption Events for
Securities with the Reference Asset Comprised of a Basket of Multiple Indices, Equity Securities, Foreign Currencies, Interest Rates, Commodities, Any Other Assets or Any Combination Thereof in the prospectus supplement.
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**
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Subject to postponement in the event of a market disruption event and as described under Terms of the NotesMaturity Date and Reference
AssetsBasketsMarket Disruption Events for Securities with the Reference Asset Comprised of a Basket of Multiple Indices, Equity Securities, Foreign Currencies, Interest Rates, Commodities, Any Other Assets or Any Combination
Thereof in the prospectus supplement.
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Investing in the Notes involves a number of risks. See Risk Factors
beginning on page S-6 of the prospectus supplement and
Selected Risk Considerations
beginning on page PS-7 of this pricing supplement.
The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing
supplement in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.
The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC and are
not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.
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Price to Public
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Agents Commission
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Proceeds to Barclays Bank PLC
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Per Note
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100%
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1.50%
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98.50%
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Total
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$500,000
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$7,500
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$492,500
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Barclays Capital Inc. will receive commissions from the Issuer equal to 1.50% of the principal amount of the notes, or $15.00 per $1,000 principal amount, and may
retain all or a portion of these commissions or use all or a portion of these commissions to pay selling concessions or fees to other dealers. Accordingly, the percentage and total proceeds to Issuer listed herein is the minimum amount of proceeds
that Issuer receives.
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ADDITIONAL TERMS SPECIFIC TO THE NOTES
You should read this pricing supplement together with the prospectus dated August 31, 2010, as supplemented by the prospectus supplement dated May 27, 2011 relating to our Global Medium-Term
Notes, Series A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set
forth under Risk Factors in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in
the Notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
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Prospectus dated August 31, 2010:
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http://www.sec.gov/Archives/edgar/data/312070/000119312510201448/df3asr.htm
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Prospectus Supplement dated May 27, 2011:
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http://www.sec.gov/Archives/edgar/data/312070/000119312511152766/d424b3.htm
Our SEC file number is 1-10257. As used in this pricing supplement, the Company, we, us, or our refers to
Barclays Bank PLC.
PS-2
Hypothetical Examples
Illustrative Calculations of Basket Component Returns, Basket Return, Final Basket Level and Payment at Maturity
The following example sets forth the methodology used to calculate the Basket Component Returns of each Basket Component and the Basket Return. The numbers set forth in the following example, which have
been rounded for ease of reference, are purely hypothetical and are provided for illustrative purposes only and do not relate to the actual Closing Price of any Basket Component on the Basket Initial Valuation Date or the Basket Final Valuation
Date. We cannot predict the Basket Component Returns of any of the Basket Components or the Basket Return.
This example assumes the Closing
Price of the Basket Components as indicated, the Maximum Return of 18.00%, the Upside Leverage Factor of 2.00, the Initial Basket Level of 100.00 and the Barrier Level of 70.00.
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Basket Component
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Initial Price
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Final Price
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Basket Component
Return
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Valero Energy Corporation
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$
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34.14
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$
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37.55
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10.00
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Tesoro Corporation
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$
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43.69
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$
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46.97
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7.50
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%
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Delek US Holdings, Inc.
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$
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26.17
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$
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24.86
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-5.00
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%
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Marathon Petroleum Corporation
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$
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62.14
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$
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65.25
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5.00
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%
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HollyFrontier Corporation
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$
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47.09
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$
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45.91
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-2.50
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%
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Step 1:
Calculate the Basket Component Return of each Basket Component.
As the table above demonstrates, the Basket Component Return for each Basket Component will be equal to the performance of the Basket Component from its
Initial Price to its Final Price, calculated as follows:
Final Price Initial Price
Initial Price
Step 2:
Calculate the Basket Return.
The Basket Return will be equal to the arithmetic average of the Basket Component Returns for each Basket
Component. Assuming the Basket Component Returns set forth in the table above, the Basket Return is therefore equal to 3.00%.
Step 3:
Calculate the Final Basket Level.
As set forth on the cover page of this pricing supplement, the Final Basket Level is equal to (a) the
Initial Basket Level
plus
(b) the Initial Basket Level
times
the Basket Return. Accordingly, the Final Basket Level is calculated as follows:
Initial Basket Level + [Initial Basket Level × Basket Return]
100.00 +
[100.00 × 3.00%] = 103.00
Step 4:
Calculate the payment at maturity.
As set forth on the cover page of this pricing supplement, if the Final Basket Level is greater than the Initial Basket Level, your payment at maturity per $1,000 principal amount Note will be equal to
(a) $1,000
plus
(b) $1,000
times
the Basket Return
times
the Upside Leverage Factor, subject to the Maximum Return. Accordingly, assuming the Final Basket Level set forth above, your payment at maturity will be
calculated as follows:
$1,000 + [$1,000 × Basket Return × Upside Leverage Factor]
$1,000 + [$1,000 × 3.00% × 2.00] = $1,060.00
Assuming the Final Basket Level calculated in Step 3 above, therefore, an investor in the Notes will receive (subject to our credit risk) a cash payment of $1,060.00 per $1,000 principal amount Note on
the Maturity Date.
PS-3
Hypothetical Examples of Amounts Payable at Maturity
The following table illustrates the hypothetical total return at maturity on the Notes. The total return as used in this pricing supplement is
the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount Note to $1,000. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total
returns applicable to a purchaser of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The hypothetical total returns set forth below are based on the Initial Basket Level of 100.00, the
Barrier Level of 70.00, the Upside Leverage Factor of 2.00 and the Maximum Return of 18.00%. The examples below do not take into account any tax consequences from investing in the Notes.
For a detailed description of how the Basket Return, Final Basket Level and payment at maturity will be calculated, please see Illustrative Calculations of Basket Component Returns, Basket Return,
Final Basket Level and Payment at Maturity above.
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Basket Return
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Final Basket Level
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Payment at Maturity
(per $1,000 principal amount
Note)
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Total Return
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100.00%
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200.00
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$1,180.00
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18.00%
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90.00%
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190.00
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$1,180.00
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18.00%
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80.00%
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180.00
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$1,180.00
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18.00%
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70.00%
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170.00
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$1,180.00
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18.00%
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60.00%
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160.00
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$1,180.00
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18.00%
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50.00%
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150.00
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$1,180.00
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18.00%
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40.00%
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140.00
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$1,180.00
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18.00%
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30.00%
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130.00
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$1,180.00
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18.00%
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20.00%
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120.00
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$1,180.00
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18.00%
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15.00%
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115.00
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$1,180.00
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18.00%
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10.00%
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110.00
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$1,180.00
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18.00%
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9.00%
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109.00
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$1,180.00
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18.00%
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5.00%
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105.00
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$1,100.00
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10.00%
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2.50%
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102.50
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$1,050.00
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5.00%
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0.00%
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100.00
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$1,000.00
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0.00%
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-10.00%
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90.00
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$1,000.00
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0.00%
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-20.00%
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80.00
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$1,000.00
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0.00%
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-30.00%
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70.00
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$1,000.00
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0.00%
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-40.00%
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60.00
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$600.00
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-40.00%
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-50.00%
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50.00
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$500.00
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-50.00%
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-60.00%
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40.00
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$400.00
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-60.00%
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-70.00%
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30.00
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$300.00
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-70.00%
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-80.00%
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20.00
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$200.00
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-80.00%
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-90.00%
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10.00
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$100.00
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-90.00%
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-100.00%
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0.00
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$0.00
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-100.00%
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Example 1: The level of the Basket increases from an Initial Basket Level of 100.00 to a Final Basket Level of 105.00.
In this case, because the Final Basket Level of 105.00 is greater than the Initial Basket Level of 100.00 and the Basket Return of 5.00%
times
the Upside Leverage Factor of 2.00 is not greater than the Maximum Return of 18.00%, the investor receives a payment at maturity of $1,100.00 per $1,000 principal amount Note, calculated as follows:
$1,000 + [$1,000 × Basket Return × Upside Leverage Factor]
$1,000 + [$1,000 × 5.00% × 2.00] = $1,100.00
The total return on the investment of the Notes is 10.00%.
PS-4
Example 2: The level of the Basket increases from an Initial Basket Level of 100.00 to a Final Basket
Level of 110.00.
In this case, because the Final Basket Level of 110.00 is greater than the Initial Basket Level of 100.00 and the Basket
Return of 10.00%
times
the Upside Leverage Factor of 2.00 exceeds the Maximum Return of 18.00%, the investor receives a payment at maturity of $1,180.00 per $1,000 principal amount Note, the maximum possible payment on the Notes.
The total return on investment of the Notes is 18.00%.
Example 3: The level of the Basket decreases from an Initial Basket Level of 100.00 to a Final Basket Level of 80.00.
Because the Final Basket Level of 80.00 is less than the Initial Basket Level of 100.00 but not less than the Barrier Level of 70.00, the investor receives a payment at maturity of $1,000 per $1,000
principal amount Note.
The total return on investment of the Notes is 0.00%
Example 4
:
The level of the Basket decreases from an Initial Basket Level of 100.00 to a Final Basket Level of 60.00.
Because the Final Basket Level of 60.00 is less than the Barrier Level of 70.00, the investor is fully exposed to the decline of the Basket from the Initial Basket Level to the Final Basket Level and
receives a payment at maturity of $600.00 per $1,000 principal amount Note, calculated as follows:
$1,000 + [$1,000 ×
Basket Return]
$1,000 + [$1,000 × -40.00%] = $600.00
The total return on the investment of the Notes is -40.00%.
Selected Purchase Considerations
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Market Disruption Events
The Basket Final Valuation Date, the Maturity Date and the payment at maturity are subject to adjustment as
described in the following sections of the prospectus supplement:
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For a description of what constitutes a market disruption event as well as the consequences of that market disruption event with respect to the Basket
Components, see Reference AssetsEquity SecuritiesMarket Disruption Events Relating to Securities with an Equity Security as the Reference Asset and Reference AssetsBasketsMarket Disruption Events for
Securities with the Reference Asset Comprised of a Basket of Multiple Indices, Equity Securities, Foreign Currencies, Interest Rates, Commodities, Any Other Assets or Any Combination Thereof; and
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Adjustments to the Basket
For a description of adjustments that may affect the Basket or one or more of the Basket Components, see
Reference AssetEquity SecuritiesShare Adjustments Relating to Securities with an Equity Security as the Reference Asset and Reference AssetsBasketsAdjustments Relating to Securities with the Reference Asset
Comprised of a Basket.
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If a reorganization event or an additional adjustment
event occurs with respect to a Basket Component on or prior to the Basket Final Valuation Date, then the Calculation Agent may, in its sole discretion, elect to make an adjustment to the Initial Price or Final Price or to the method of
determining the applicable Basket Component Return or any other terms of the Notes as the Calculation Agent, in its sole discretion, determines appropriate to account for the economic effect that the reorganization event or additional adjustment
event, as applicable, would have had if the Notes represented an actual interest in such Basket Component equivalent to the notional interest of the Notes in the applicable Basket Component.
If the Calculation Agent elects not to make an adjustment as described in the preceding paragraph or determines that no adjustment that it
could make will produce a commercially reasonable result, then the Calculation Agent shall cause the Maturity Date to be accelerated to the fourth business day following the date of that determination and the payment at maturity that you will
receive on the Notes will be calculated as though the date of early repayment were the stated Maturity Date of the Notes and as though the Basket Final Valuation Date were the approval date (in the case of a reorganization event) or the business day
immediately prior to the announcement date (in the case of an additional adjustment event).
As used in the preceding two
paragraphs, the terms reorganization event, additional adjustment event, approval date and announcement date have the meanings set forth under Reference AssetsEquity SecuritiesShare
Adjustments Relating to Securities with an Equity Security as the Reference Asset in the accompanying prospectus supplement.
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Material U.S. Federal Income Tax Considerations
The material tax consequences of your investment in the Notes are summarized below. The
discussion below supplements the discussion under Certain U.S. Federal Income Tax Considerations in the accompanying prospectus supplement. Except as noted under Non-U.S. Holders below, this section applies to you only if you
are a U.S. holder (as defined in the accompanying prospectus supplement) and you hold your Notes as capital assets for tax purposes and does not apply to you if you are a member of a class of holders subject to special rules or are otherwise
excluded from the discussion in the prospectus supplement (for example, if you did not purchase your Notes in the initial issuance of the Notes).
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PS-5
The United States federal income tax consequences of your investment in the Notes are
uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different than described below. Pursuant to the terms of the Notes, Barclays Bank PLC and you agree, in the absence of a change in law or an
administrative or judicial ruling to the contrary, to characterize your Notes as a pre-paid cash-settled executory contract with respect to the Basket Components. If your Notes are so treated, you should generally recognize capital gain or loss upon
the sale or maturity of your Notes in an amount equal to the difference between the amount you receive at such time and the amount you paid for your Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your
Notes for more than one year.
In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be
reasonable to treat your Notes in the manner described above. This opinion assumes that the description of the terms of the Notes in this pricing supplement is materially correct.
As discussed further in the accompanying prospectus supplement, the Treasury Department and the Internal Revenue Service are actively
considering various alternative treatments that may apply to instruments such as the Notes, possibly with retroactive effect. Other alternative treatments for your Notes may also be possible under current law. For example, it is possible that the
Notes could be treated as a debt instrument that is subject to the special tax rules governing contingent payment debt instruments. If your Notes are so treated, you would be required to accrue interest income over the term of your Notes and you
would recognize gain or loss upon the sale or maturity of your Notes in an amount equal to the difference, if any, between the amount you receive at such time and your adjusted basis in your Notes. Any gain you recognize upon the sale or maturity of
your Notes would be ordinary income and any loss recognized by you at such time would generally be ordinary loss to the extent of interest you included in income in the current or previous taxable years with respect to your Notes, and thereafter
would be capital loss.
For a further discussion of the tax treatment of your Notes as well as other possible alternative
characterizations, please see the discussion under the heading Certain U.S. Federal Income Tax ConsiderationsCertain Notes Treated as Forward Contracts or Executory Contracts in the accompanying prospectus supplement. You should
consult your tax advisor as to the possible alternative treatments in respect of the Notes. For additional, important considerations related to tax risks associated with investing in the Notes, you should also examine the discussion in
Selected Risk ConsiderationsTaxes, in this pricing supplement.
Specified Foreign Financial
Asset
Reporting. Under legislation enacted in 2010, owners of specified foreign financial assets with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold) may be required to file an
information report with respect to such assets with their tax returns. Specified foreign financial assets generally include any financial accounts maintained by foreign financial institutions, as well as any of the following (which may
include your Notes), but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S.
issuers or counterparties and (iii) interests in foreign entities. Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the Notes.
Non-U.S. Holders
. The Treasury Department has issued proposed regulations under Section 871(m) of the Internal Revenue Code
which could ultimately require us to treat all or a portion of any payment in respect of your Notes as a dividend equivalent payment that is subject to withholding tax at a rate of 30% (or a lower rate under an applicable treaty). You
could also be required to make certain certifications in order to avoid or minimize such withholding obligations, and you could be subject to withholding (subject to your potential right to claim a refund from the Internal Revenue Service) if such
certifications were not received or were not satisfactory. You should consult your tax advisor concerning the potential application of these regulations to payments you receive with respect to the Notes when these regulations are finalized.
PS-6
Selected Risk Considerations
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Basket Components. These
risks are explained in more detail in the Risk Factors section of the prospectus supplement, including the risk factors discussed under the following headings:
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Risk FactorsRisks Relating to All Securities;
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Risk FactorsAdditional Risks Relating to Securities Based on a Basket Comprised of More Than One Reference Asset;
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Risk FactorsAdditional Risks Relating to Notes Which Are Not Characterized as Being Fully Principal Protected or Are Characterized as Being
Partially Protected or Contingently Protected;
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Risk FactorsAdditional risks Relating to Securities with a Maximum Return, Maximum Rate, Ceiling or Cap; and
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Risk FactorsAdditional Risks Relating to Securities with Reference Assets That Are Equity Securities or Shares or Other Interests in
Exchange-Traded Funds, That Contain Equity Securities or Shares or Other Interests in Exchange-Traded Funds or That Are Based in Part on Equity Securities or Shares or Other Interests in Exchange-Traded Funds.
|
In addition to the risks described above, you should consider the following:
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Your Investment in the Notes May Result in Significant Loss; Your Notes Will be Fully Exposed to any Negative Performance of the Basket if the Final
Basket Level is Less than the Barrier Level
The Notes do not guarantee any return of principal. Any payment at maturity of the Notes is linked to the performance of the Basket and will depend on whether, and the extent to which, the Basket
Return is positive or negative. Your investment will be fully exposed to any negative performance of the Basket if the Final Basket Level is less than the Barrier Level. If the Final Basket Level is less than the Barrier Level, you will lose some or
all the principal amount of your Notes. Any payment on the Notes is subject to the creditworthiness of the Issuer and is not guaranteed by any third party.
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Credit of Issuer
The Notes are senior unsecured debt obligations of the issuer, Barclays Bank PLC and are not, either directly or
indirectly, an obligation of any third party. Any payment to be made on the Notes, including any principal protection provided at maturity, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed
by any third party. In the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the Notes.
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Any Positive Return on the Notes will Not Exceed the Maximum Return
If Final Basket Level is greater than the Initial Basket Level, for
each $1,000 principal amount Note that you hold, you will receive at maturity (subject to our credit risk) $1,000 plus an additional amount that will not exceed the Maximum Return multiplied by $1,000. Accordingly, the maximum possible payment that
you may receive at maturity will be $1,180.00 per $1,000 principal amount Note.
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The Payment at Maturity of Your Notes is Not Based on the Prices of the Basket Components at Any Time Other than the Closing Prices of the Basket
Components on the Basket Final Valuation Date
The Basket Component Return of each Basket Component (and, in turn, the Basket Return and the Final Basket Level) will be based solely on the Final Price of each Basket Components as compared to
the Initial Price of each Basket Components. Therefore, if the price per share of one or more of the Basket Components drops precipitously on the Basket Final Valuation Date, the payment at maturity, if any, that you will receive for your Notes may
be significantly less than it would otherwise have been had such payment been linked to the prices of the Basket Components at any time prior to such drop.
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Changes In The Closing Prices of The Basket Components Will Be Weighted and the Weighted Performance of the Basket Components May Offset Each
Other
The Notes are linked to an equally weighted basket of common stocks, as set forth on the cover page of this pricing supplement. Movements in the price of the Basket Components may change such that the performances of each Basket
Component over the term of the Notes may or may not correlate with each other. Even if the price of one or more of Basket Components increases from its Initial Price to its Final Price, the prices of the other Basket Components may not increase as
much or may even decline. We can make no assurances that the positive performance of any Basket Components from their respective Initial Price to their respective Final Price will be sufficient to offset the negative performance of any other Basket
Components that declined from their Initial Price to their Final Price. We can provide no assurances that the Final Basket Level will be greater than either the Initial Basket Level when calculated on the Basket Final Valuation Date.
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No Dividend Payments or Voting Rights
Holding the Notes is not the same as investing directly in any of the Basket Components. As a holder
of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of any of the Basket Components would have.
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The Baskets Components are All Concentrated in One Industry
All of the Basket Components are companies that operate in the petroleum
refining business and related businesses in the United States. The prices of crude and refined petroleum products (and, consequently, the profitability of companies engaged in related businesses) may be affected by a variety of complex factors that
may interact in unpredictable ways, such as general market demand and economic conditions, seasonal and weather-related factors, government regulations and policies and other political developments. Any adverse developments in the petroleum industry
resulting from such factors may have a negative effect on one or more of the Basket Component issuers and, accordingly, on the value of your Notes.
|
PS-7
The issuance of the Notes is not a recommendation by us or any of our affiliates of the
Basket or any Basket Components. You are urged to consult with your own advisors prior to making a decision in the Notes. You should reach a decision whether to invest in the Notes only after you have carefully considered, with your advisors, the
information set out in this pricing supplement and the accompanying prospectus and prospectus supplement.
For more information
about the Basket Components, please see The Basket Components below in this pricing supplement.
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There Are Risks Associated with Investing in Notes Linked to Equity Securities
The prices of the Basket Components can rise or fall
sharply due to factors specific to each such Basket Component and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well
as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically with the SEC by the issuer of each Basket
Component.
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Historical Performance of the Basket Components Should Not Be Taken as Any Indication of the Future Performance of the Basket Components Over the
Term of the Notes
The historical performance of a Basket Component is not an indication of the future performance of that Basket Component over the term of the Notes. The historical correlation between Basket Components is not an indication
of the future correlation between them over the term of the Notes. Therefore, the performance of the Basket over the term of the Notes may bear no relation or resemblance to the historical performance of any of the Basket Components.
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Lack of Liquidity
The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC
intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the
development of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes,
the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
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Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity
While the payment at maturity described in
this pricing supplement is based on the full principal amount of your Notes, the original issue price of the Notes includes the agents commission and the cost of hedging our obligations under the Notes through one or more of our affiliates. As
a result, the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC will be willing to purchase Notes from you in secondary market transactions will likely be lower than the price you paid for your Notes, and any
sale prior to the Maturity Date could result in a substantial loss to you.
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Potential Conflicts
We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as
Calculation Agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the Calculation Agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.
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Taxes
The U.S. federal income tax treatment of the Notes is uncertain and the Internal Revenue Service could assert that the Notes should
be taxed in a manner that is different than described above. As discussed further in the accompanying prospectus supplement, the Internal Revenue Service issued a notice in 2007 indicating that it and the Treasury Department are actively considering
whether, among other issues, you should be required to accrue interest over the term of an instrument such as the Notes and whether all or part of the gain you may recognize upon the sale or maturity of an instrument such as the Notes could be
treated as ordinary income. Similarly, the Internal Revenue Service and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts, contingent notional principal contracts and other derivative
contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such as the Notes (and while any such guidance may be issued on a prospective basis only), such guidance could be applied
retroactively and could in any case increase the likelihood that you will be required to accrue income over the term of an instrument such as the Notes even though you will not receive any payments with respect to the Notes until maturity. The
outcome of this process is uncertain. You should consult your tax advisor as to the possible alternative treatments in respect of the Notes.
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Many Unpredictable Factors, Including Economic and Market Factors, Will Impact the Value of the Notes
In addition to the prices of the
Basket Components on any day, and in addition to the factors set forth above, the value of the Notes will be affected by a number of unpredictable factors including economic and market factors that interrelate in complex ways and the effect of one
factor on the value of the Notes may either offset or magnify the effect of another factor, including:
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the performance of the Basket, the performance of any of the Basket Components and the volatility of the prices of the Basket Components;
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the time to maturity of the Notes;
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the dividend rate on the Basket Components;
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interest and yield rates in the market generally;
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a variety of economic, financial, political, regulatory or judicial events;
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our financial condition and hedging activities;
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PS-8
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supply and demand for the Notes; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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The Basket Components
We urge you to
read the following section in the accompanying prospectus supplement: Reference AssetsEquity SecuritiesReference Asset Issuer and Reference Asset Information. Companies with securities registered under the Securities Exchange
Act of 1934, as amended, which is commonly referred to as the Exchange Act, are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC electronically can
be accessed through a website maintained by the SEC. The address of the SECs website is http://www.sec.gov. Information provided to or filed with the SEC pursuant to the Exchange Act by the company issuing each Basket Component can be located
by reference to the respective SEC file number specified below.
The summary information below regarding each Basket Component comes from each
companys respective SEC filings. You are urged to refer to the SEC filings made by the relevant company and to other publicly available information (such as the companys annual report) to obtain an understanding of the companys
business and financial prospects. The summary information contained below is not designed to be, and should not be interpreted as, an effort to present information regarding the financial prospects of any issuer or any trends, events or other
factors that may have a positive or negative influence on those prospects or as an endorsement of any particular company. We have not undertaken any independent review or due diligence of the SEC filings of any of the companies issuing the Basket
Components of any other publicly available information regarding any of these companies.
PS-9
Valero Energy Corporation
According to publicly available information, Valero Energy Corporation (Valero) owns and operates refineries located in the United States, Canada, the United Kingdom and Aruba. Valero markets
branded and unbranded refined products on a wholesale basis in the U.S., Canada and the United Kingdom. Valero also sells refined products through a network of retail and wholesale branded outlets in the U.S., Canada, the United Kingdom, Aruba and
Ireland.
Information filed by Valero with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-13175, or
its CIK Code: 0001035002. This Basket Component is listed on the New York Stock Exchange under the ticker symbol VLO.
Information
from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus or prospectus supplement. We have not undertaken any independent review or due diligence of
Valeros SEC filings or of any other publicly available information regarding this Basket Component.
Historical Performance of the
Common Stock of Valero Energy Corporation
The following table sets forth the high and low intraday prices, as well as end-of-quarter
closing prices, during the periods indicated below. We obtained the historical trading price information set forth below from Bloomberg, L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg
L.P.
The historical performance of the Basket Component should not be taken as an indication of the future performance of the Basket Component during the term of the Notes
.
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Quarter/Period Ending
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Quarterly
High
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Quarterly
Low
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Quarterly
Close
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March 31, 2007
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$
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66.02
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$
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47.66
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|
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$
|
64.49
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June 30, 2007
|
|
$
|
77.89
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|
|
$
|
63.53
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|
|
$
|
73.86
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|
September 30, 2007
|
|
$
|
78.68
|
|
|
$
|
60.00
|
|
|
$
|
67.18
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December 31, 2007
|
|
$
|
75.75
|
|
|
$
|
60.80
|
|
|
$
|
70.03
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|
March 31, 2008
|
|
$
|
71.10
|
|
|
$
|
45.03
|
|
|
$
|
49.11
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|
June 30, 2008
|
|
$
|
55.00
|
|
|
$
|
39.20
|
|
|
$
|
41.18
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|
September 30, 2008
|
|
$
|
40.74
|
|
|
$
|
28.20
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|
|
$
|
30.30
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December 31, 2008
|
|
$
|
30.34
|
|
|
$
|
13.94
|
|
|
$
|
21.64
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|
March 31, 2009
|
|
$
|
26.20
|
|
|
$
|
15.71
|
|
|
$
|
17.90
|
|
June 30, 2009
|
|
$
|
23.61
|
|
|
$
|
15.89
|
|
|
$
|
16.89
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|
September 30, 2009
|
|
$
|
21.10
|
|
|
$
|
15.29
|
|
|
$
|
19.39
|
|
December 31, 2009
|
|
$
|
21.47
|
|
|
$
|
15.76
|
|
|
$
|
16.75
|
|
March 31, 2010
|
|
$
|
20.98
|
|
|
$
|
17.12
|
|
|
$
|
19.70
|
|
June 30, 2010
|
|
$
|
21.49
|
|
|
$
|
16.25
|
|
|
$
|
17.98
|
|
September 30, 2010
|
|
$
|
18.38
|
|
|
$
|
15.50
|
|
|
$
|
17.51
|
|
December 31, 2010
|
|
$
|
23.70
|
|
|
$
|
17.17
|
|
|
$
|
23.12
|
|
March 31, 2011
|
|
$
|
30.96
|
|
|
$
|
23.01
|
|
|
$
|
29.82
|
|
June 30, 2011
|
|
$
|
31.12
|
|
|
$
|
22.96
|
|
|
$
|
25.57
|
|
September 30, 2011
|
|
$
|
27.09
|
|
|
$
|
17.77
|
|
|
$
|
17.78
|
|
December 31, 2011
|
|
$
|
26.78
|
|
|
$
|
16.40
|
|
|
$
|
21.05
|
|
March 31, 2012
|
|
$
|
28.68
|
|
|
$
|
19.12
|
|
|
$
|
25.77
|
|
June 30, 2012
|
|
$
|
26.54
|
|
|
$
|
20.00
|
|
|
$
|
24.15
|
|
September 30, 2012
|
|
$
|
34.35
|
|
|
$
|
23.47
|
|
|
$
|
31.68
|
|
December 21, 2012*
|
|
$
|
34.49
|
|
|
$
|
27.89
|
|
|
$
|
34.14
|
|
*
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For the period starting on October 1, 2012 and ending on December 21, 2012.
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PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
PS-10
Tesoro Corporation
According to publicly available information, Tesoro Corporation (Tesoro) is an independent petroleum refiner and marketer in the United States. Tesoro, through its subsidiaries, primarily
manufactures and sells transportation fuels, such as gasoline, jet fuel and diesel fuel, as well as other products, including heavy fuel oils, liquefied petroleum gas, petroleum coke and asphalt.
Information filed by Tesoro with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-03473, or its CIK Code:
0000050104. This Basket Component is listed on the New York Stock Exchange under the ticker symbol TSO.
Information from outside
sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus or prospectus supplement. We have not undertaken any independent review or due diligence of Tesoros SEC
filings or of any other publicly available information regarding this Basket Component.
Historical Performance of the Common Stock of
Tesoro Corporation
The following table sets forth the high and low intraday prices, as well as end-of-quarter closing prices, during the
periods indicated below. We obtained the historical trading price information set forth below from Bloomberg, L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P.
The historical
performance of the Basket Component should not be taken as an indication of the future performance of the Basket Component during the term of the Notes
.
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Quarter/Period Ending
|
|
Quarterly
High
|
|
|
Quarterly
Low
|
|
|
Quarterly
Close
|
|
March 31, 2007
|
|
$
|
51.40
|
|
|
$
|
31.47
|
|
|
$
|
50.22
|
|
June 30, 2007
|
|
$
|
64.65
|
|
|
$
|
50.06
|
|
|
$
|
57.15
|
|
September 30, 2007
|
|
$
|
62.00
|
|
|
$
|
42.64
|
|
|
$
|
46.02
|
|
December 31, 2007
|
|
$
|
65.50
|
|
|
$
|
44.53
|
|
|
$
|
47.70
|
|
March 31, 2008
|
|
$
|
48.35
|
|
|
$
|
26.55
|
|
|
$
|
30.00
|
|
June 30, 2008
|
|
$
|
33.40
|
|
|
$
|
18.60
|
|
|
$
|
19.77
|
|
September 30, 2008
|
|
$
|
20.17
|
|
|
$
|
14.29
|
|
|
$
|
16.49
|
|
December 31, 2008
|
|
$
|
16.86
|
|
|
$
|
6.71
|
|
|
$
|
13.17
|
|
March 31, 2009
|
|
$
|
19.16
|
|
|
$
|
11.88
|
|
|
$
|
13.47
|
|
June 30, 2009
|
|
$
|
18.76
|
|
|
$
|
12.25
|
|
|
$
|
12.73
|
|
September 30, 2009
|
|
$
|
16.04
|
|
|
$
|
10.63
|
|
|
$
|
14.98
|
|
December 31, 2009
|
|
$
|
16.92
|
|
|
$
|
12.27
|
|
|
$
|
13.55
|
|
March 31, 2010
|
|
$
|
15.33
|
|
|
$
|
11.49
|
|
|
$
|
13.90
|
|
June 30, 2010
|
|
$
|
14.43
|
|
|
$
|
10.76
|
|
|
$
|
11.67
|
|
September 30, 2010
|
|
$
|
13.49
|
|
|
$
|
10.40
|
|
|
$
|
13.36
|
|
December 31, 2010
|
|
$
|
18.94
|
|
|
$
|
12.80
|
|
|
$
|
18.54
|
|
March 31, 2011
|
|
$
|
27.96
|
|
|
$
|
17.60
|
|
|
$
|
26.83
|
|
June 30, 2011
|
|
$
|
28.74
|
|
|
$
|
20.40
|
|
|
$
|
22.91
|
|
September 30, 2011
|
|
$
|
25.78
|
|
|
$
|
17.83
|
|
|
$
|
19.47
|
|
December 31, 2011
|
|
$
|
29.60
|
|
|
$
|
17.44
|
|
|
$
|
23.36
|
|
March 31, 2012
|
|
$
|
30.14
|
|
|
$
|
21.50
|
|
|
$
|
26.84
|
|
June 30, 2012
|
|
$
|
27.27
|
|
|
$
|
20.77
|
|
|
$
|
24.96
|
|
September 30, 2012
|
|
$
|
42.36
|
|
|
$
|
24.84
|
|
|
$
|
41.90
|
|
December 21, 2012*
|
|
$
|
45.41
|
|
|
$
|
35.28
|
|
|
$
|
43.69
|
|
*
|
For the period starting on October 1, 2012 and ending on December 21, 2012.
|
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
PS-11
Delek US Holdings, Inc.
According to publicly available information, Delek US Holdings, Inc. (Delek) is an integrated energy business focused on petroleum refining, wholesale distribution of refined products and
convenience store retailing.
Information filed by Delek with the SEC under the Exchange Act can be located by reference to its SEC file
number: 001-32868, or its CIK Code: 0001351541. This Basket Component is listed on the New York Stock Exchange under the ticker symbol DK.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus or prospectus supplement. We have not
undertaken any independent review or due diligence of Deleks SEC filings or of any other publicly available information regarding this Basket Component.
Historical Performance of the Common Stock of Delek US Holdings, Inc.
The following table
sets forth the high and low intraday prices, as well as end-of-quarter closing prices, during the periods indicated below. We obtained the historical trading price information set forth below from Bloomberg, L.P. We have not independently verified
the accuracy or completeness of the information obtained from Bloomberg L.P.
The historical performance of the Basket Component should not be taken as an indication of the future performance of the Basket Component during the term of the
Notes
.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter/Period Ending
|
|
Quarterly
High
|
|
|
Quarterly
Low
|
|
|
Quarterly
Close
|
|
March 31, 2007
|
|
$
|
19.27
|
|
|
$
|
14.82
|
|
|
$
|
19.13
|
|
June 30, 2007
|
|
$
|
28.49
|
|
|
$
|
18.68
|
|
|
$
|
26.65
|
|
September 30, 2007
|
|
$
|
30.77
|
|
|
$
|
21.35
|
|
|
$
|
25.08
|
|
December 31, 2007
|
|
$
|
26.17
|
|
|
$
|
17.50
|
|
|
$
|
20.23
|
|
March 31, 2008
|
|
$
|
20.47
|
|
|
$
|
12.55
|
|
|
$
|
12.67
|
|
June 30, 2008
|
|
$
|
14.40
|
|
|
$
|
8.84
|
|
|
$
|
9.21
|
|
September 30, 2008
|
|
$
|
10.77
|
|
|
$
|
7.28
|
|
|
$
|
9.27
|
|
December 31, 2008
|
|
$
|
9.09
|
|
|
$
|
3.53
|
|
|
$
|
5.29
|
|
March 31, 2009
|
|
$
|
11.61
|
|
|
$
|
5.29
|
|
|
$
|
10.36
|
|
June 30, 2009
|
|
$
|
12.40
|
|
|
$
|
7.92
|
|
|
$
|
8.48
|
|
September 30, 2009
|
|
$
|
9.20
|
|
|
$
|
6.85
|
|
|
$
|
8.57
|
|
December 31, 2009
|
|
$
|
8.70
|
|
|
$
|
5.66
|
|
|
$
|
6.81
|
|
March 31, 2010
|
|
$
|
8.42
|
|
|
$
|
6.57
|
|
|
$
|
7.28
|
|
June 30, 2010
|
|
$
|
8.25
|
|
|
$
|
6.09
|
|
|
$
|
7.30
|
|
September 30, 2010
|
|
$
|
7.78
|
|
|
$
|
6.24
|
|
|
$
|
7.16
|
|
December 31, 2010
|
|
$
|
7.64
|
|
|
$
|
6.68
|
|
|
$
|
7.28
|
|
March 31, 2011
|
|
$
|
13.88
|
|
|
$
|
6.83
|
|
|
$
|
13.56
|
|
June 30, 2011
|
|
$
|
15.82
|
|
|
$
|
12.63
|
|
|
$
|
15.70
|
|
September 30, 2011
|
|
$
|
17.50
|
|
|
$
|
11.20
|
|
|
$
|
11.27
|
|
December 31, 2011
|
|
$
|
16.82
|
|
|
$
|
9.41
|
|
|
$
|
11.41
|
|
March 31, 2012
|
|
$
|
15.63
|
|
|
$
|
11.01
|
|
|
$
|
15.51
|
|
June 30, 2012
|
|
$
|
17.75
|
|
|
$
|
14.78
|
|
|
$
|
17.59
|
|
September 30, 2012
|
|
$
|
27.41
|
|
|
$
|
17.57
|
|
|
$
|
25.49
|
|
December 21, 2012*
|
|
$
|
27.57
|
|
|
$
|
22.51
|
|
|
$
|
26.17
|
|
*
|
For the period starting on October 1, 2012 and ending on December 21, 2012.
|
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
PS-12
Marathon Petroleum Corporation
According to publicly available information, Marathon Petroleum Corporation (Marathon) is a petroleum product refiner, marketer and transporter in the United States. Martahons business
activities include, among other things, refining crude oil and other feedstocks, purchasing ethanol and refined products for resale and distribution, selling transportation fuels and convenience products in the retail market in the Midwest,
transporting crude oil and other feedstocks to refineries and other locations and delivering refined products to wholesale and retail market areas.
Information filed by Marathon with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-35054, or its CIK Code: 0001510295. This Basket Component is listed on the New
York Stock Exchange under the ticker symbol MPC.
Information from outside sources is not incorporated by reference in, and should
not be considered part of, this pricing supplement or any accompanying prospectus or prospectus supplement. We have not undertaken any independent review or due diligence of Marathons SEC filings or of any other publicly available information
regarding this Basket Component.
Historical Performance of the Marathon Petroleum Corporation
The following table sets forth the high and low intraday prices, as well as end-of-quarter closing prices, during the periods indicated below. We obtained
the historical trading price information set forth below from Bloomberg, L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P.
The historical performance of the Basket Component
should not be taken as an indication of the future performance of the Basket Component during the term of the Notes
.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter/Period Ending
|
|
Quarterly
High
|
|
|
Quarterly
Low
|
|
|
Quarterly
Close
|
|
March 31, 2007
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
June 30, 2007
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
September 30, 2007
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
December 31, 2007
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
March 31, 2008
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
June 30, 2008
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
September 30, 2008
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
December 31, 2008
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
March 31, 2009
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
June 30, 2009
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
September 30, 2009
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
December 31, 2009
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
March 31, 2010
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
June 30, 2010
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
September 30, 2010
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
December 31, 2010
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
March 31, 2011
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
June 30, 2011
|
|
$
|
41.80
|
|
|
$
|
36.50
|
|
|
$
|
41.40
|
|
September 30, 2011
|
|
$
|
45.25
|
|
|
$
|
26.35
|
|
|
$
|
27.06
|
|
December 31, 2011
|
|
$
|
39.55
|
|
|
$
|
26.62
|
|
|
$
|
33.29
|
|
March 31, 2012
|
|
$
|
45.41
|
|
|
$
|
30.24
|
|
|
$
|
43.36
|
|
June 30, 2012
|
|
$
|
45.35
|
|
|
$
|
33.66
|
|
|
$
|
44.92
|
|
September 30, 2012
|
|
$
|
56.21
|
|
|
$
|
42.60
|
|
|
$
|
54.59
|
|
December 21, 2012*
|
|
$
|
63.44
|
|
|
$
|
52.36
|
|
|
$
|
62.14
|
|
*
|
For the period starting on October 1, 2012 and ending on December 21, 2012.
|
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
PS-13
HollyFrontier Corporation
According to publicly available information, HollyFrontier Corporation (HollyFrontier) is an independent petroleum oil refiner that produces products such as gasoline, diesel fuel, jet fuel,
specialty lubricant products and specialty and modified asphalt.
Information filed by HollyFrontier with the SEC under the Exchange Act can
be located by reference to its SEC file number: 001-03876, or its CIK Code: 0000048039. The Companys common stock is listed on the New York Stock Exchange under the ticker symbol HFC.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying
prospectus or prospectus supplement. We have not undertaken any independent review or due diligence of the HollyFrontiers SEC filings or of any other publicly available information regarding this Basket Component.
Historical Performance of the Common Stock of HollyFrontier Corporation
The following table sets forth the high and low intraday prices, as well as end-of-quarter closing prices, during the periods indicated below. We obtained the historical trading price information set
forth below from Bloomberg, L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P.
The historical performance of the Basket Component should not be taken as an indication of the
future performance of the Basket Component during the term of the Notes
.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter/Period Ending
|
|
Quarterly
High
|
|
|
Quarterly
Low
|
|
|
Quarterly
Close
|
|
March 31, 2007
|
|
$
|
30.90
|
|
|
$
|
24.14
|
|
|
$
|
29.65
|
|
June 30, 2007
|
|
$
|
38.77
|
|
|
$
|
28.92
|
|
|
$
|
37.10
|
|
September 30, 2007
|
|
$
|
40.25
|
|
|
$
|
25.81
|
|
|
$
|
29.92
|
|
December 31, 2007
|
|
$
|
33.69
|
|
|
$
|
22.50
|
|
|
$
|
25.45
|
|
March 31, 2008
|
|
$
|
28.40
|
|
|
$
|
19.42
|
|
|
$
|
21.71
|
|
June 30, 2008
|
|
$
|
24.81
|
|
|
$
|
18.07
|
|
|
$
|
18.46
|
|
September 30, 2008
|
|
$
|
18.74
|
|
|
$
|
12.95
|
|
|
$
|
14.46
|
|
December 31, 2008
|
|
$
|
14.41
|
|
|
$
|
5.42
|
|
|
$
|
9.12
|
|
March 31, 2009
|
|
$
|
13.71
|
|
|
$
|
9.09
|
|
|
$
|
10.60
|
|
June 30, 2009
|
|
$
|
15.69
|
|
|
$
|
8.62
|
|
|
$
|
8.99
|
|
September 30, 2009
|
|
$
|
13.11
|
|
|
$
|
8.36
|
|
|
$
|
12.81
|
|
December 31, 2009
|
|
$
|
16.77
|
|
|
$
|
11.79
|
|
|
$
|
12.82
|
|
March 31, 2010
|
|
$
|
15.43
|
|
|
$
|
12.57
|
|
|
$
|
13.96
|
|
June 30, 2010
|
|
$
|
15.28
|
|
|
$
|
11.66
|
|
|
$
|
13.29
|
|
September 30, 2010
|
|
$
|
14.93
|
|
|
$
|
12.22
|
|
|
$
|
14.38
|
|
December 31, 2010
|
|
$
|
20.68
|
|
|
$
|
14.10
|
|
|
$
|
20.39
|
|
March 31, 2011
|
|
$
|
31.60
|
|
|
$
|
19.93
|
|
|
$
|
30.38
|
|
June 30, 2011
|
|
$
|
34.94
|
|
|
$
|
25.30
|
|
|
$
|
34.70
|
|
September 30, 2011
|
|
$
|
38.90
|
|
|
$
|
24.25
|
|
|
$
|
26.22
|
|
December 31, 2011
|
|
$
|
35.00
|
|
|
$
|
21.13
|
|
|
$
|
23.40
|
|
March 31, 2012
|
|
$
|
36.44
|
|
|
$
|
23.98
|
|
|
$
|
32.15
|
|
June 30, 2012
|
|
$
|
36.10
|
|
|
$
|
28.05
|
|
|
$
|
35.43
|
|
September 30, 2012
|
|
$
|
42.31
|
|
|
$
|
33.92
|
|
|
$
|
41.27
|
|
December 21, 2012*
|
|
$
|
47.39
|
|
|
$
|
36.22
|
|
|
$
|
47.09
|
|
*
|
For the period starting on October 1, 2012 and ending on December 21, 2012.
|
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
PS-14