Companies with securities registered under the Exchange Act, are required to file periodically financial and other information specified by the SEC. Information provided to or filed with the SEC can be inspected or copied at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, information provided to or filed with the SEC by each Reference Share Issuer under the Exchange Act can be located through the SEC’s website at
http://www.sec.gov
.
This pricing supplement relates only to the notes offered hereby and does not relate to any Reference Shares or other securities of any Reference Share Issuer. We derived all disclosures in this pricing supplement regarding the Reference Share Issuers from publicly available documents described in the preceding paragraph. In connection with the offering of the notes, none of us, Raymond James, or our respective affiliates have participated in the preparation of such documents or made any due diligence inquiry with respect to any Reference Share Issuer. None of us, Raymond James, or any of our respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding any Reference Share Issuer is current, accurate or complete. None of such documents shall be deemed to be incorporated by reference into this pricing supplement.
The composition of the Basket and the identity of the Reference Shares were selected by the Raymond James Equity Research Department. Neither we nor our affiliates take any responsibility for the selection of the Basket and the identity of the Reference Shares or otherwise endorses those stocks and none of those entities makes any representation as to the performance of any Reference Share or the Basket.
The Equity Research Department at Raymond James & Associates, Inc. regularly publishes research regarding equity securities. The Reference Shares have been selected from among the companies covered by the Equity Research Department or the research division of one or more investment banks with which Raymond James has a research relationship. However, we note that these are only research views based on currently available information. There is no assurance that any particular company will be successful. Moreover, the business, results of operations, and prospects of these companies are subject to conditions outside of the control of the Equity Research Department, such as general economic conditions.
Additional information regarding Raymond James research analyst ratings is available at http://www.raymondjames.com/rsch_how.htm. Information on that website is not included or incorporated by reference in this document. A rating is subject to downward revision at any time, and a broker-dealer may cease to cover a particular security at any time, including during the term of the notes.
The information in the above two paragraphs has been provided by Raymond James.
The composition of the Basket and the identity of the Reference Shares were selected by the Equity Research Department. Neither we nor our affiliates take any responsibility for the selection of the Basket or the identity of the Reference Shares or otherwise endorses such stocks and none of such entities (or Raymond James) makes any representation as to the performance of any Reference Share or the Basket.
We have entered into a license agreement with Raymond James, under which we have obtained the right to use the stocks discussed herein in connection with our issuance of the notes.
Under the license agreement, we have agreed to pay Raymond James a fee of up to 0.67% of the principal amount of the notes.
Solely by participating in this offering, Raymond James makes no representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the Basket to track general or industry-specific stock market performance. Raymond James and its third party licensors have no obligation to take the needs of Bank of Montreal or the owners of the notes into consideration in determining, composing or calculating the Basket. BMOCM is calculation agent for the notes and will have discretion in making various determinations that affect the notes and Raymond James is not responsible for any such calculations or determinations. Raymond James has no obligation or liability in connection with the administration or trading of the notes.
The mark “RAYMOND JAMES” is a trademark of Raymond James & Associates, Inc. and/or its affiliates, and has been licensed for our use.
THE REFERENCE SHARES
Alaska Air Group, Inc.
Alaska Air Group, Inc. is an airline holding company. The company, through its subsidiaries, provides air services to passengers in multiple destinations. It also provides freight and mail services, primarily to and within the state of Alaska and on the West Coast. Its common stocks trade on the New York Stock Exchange under the symbol “ALK.”
Historical Information of the Common Stock of Alaska Air Group, Inc.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
7.05
|
|
4.51
|
|
Second Quarter
|
5.58
|
|
3.84
|
|
Third Quarter
|
5.94
|
|
2.70
|
|
Fourth Quarter
|
7.25
|
|
3.58
|
|
|
|
|
|
2009
|
First Quarter
|
7.69
|
|
3.49
|
|
Second Quarter
|
5.49
|
|
3.77
|
|
Third Quarter
|
6.87
|
|
4.59
|
|
Fourth Quarter
|
9.04
|
|
6.36
|
|
|
|
|
|
2010
|
First Quarter
|
10.47
|
|
7.84
|
|
Second Quarter
|
13.33
|
|
9.91
|
|
Third Quarter
|
13.52
|
|
10.81
|
|
Fourth Quarter
|
14.77
|
|
11.62
|
|
|
|
|
|
2011
|
First Quarter
|
16.18
|
|
14.13
|
|
Second Quarter
|
17.44
|
|
15.00
|
|
Third Quarter
|
17.42
|
|
13.05
|
|
Fourth Quarter
|
19.13
|
|
12.83
|
|
|
|
|
|
2012
|
First Quarter
|
19.59
|
|
16.97
|
|
Second Quarter
|
18.17
|
|
16.10
|
|
Third Quarter
|
18.98
|
|
16.75
|
|
Fourth Quarter
|
22.46
|
|
17.59
|
|
|
|
|
|
2013
|
First Quarter
|
31.98
|
|
21.97
|
|
Second Quarter
|
33.74
|
|
25.21
|
|
Third Quarter
|
32.11
|
|
25.91
|
|
Fourth Quarter
|
39.10
|
|
30.67
|
|
|
|
|
|
2014
|
First Quarter
|
46.66
|
|
36.59
|
|
Second Quarter
|
50.04
|
|
44.68
|
|
Third Quarter
|
49.78
|
|
42.72
|
|
Fourth Quarter
|
59.77
|
|
41.58
|
|
|
|
|
|
2015
|
First Quarter
|
71.07
|
|
58.77
|
|
Second Quarter
|
68.30
|
|
60.65
|
|
Third Quarter
|
82.09
|
|
64.30
|
|
Fourth Quarter
|
86.33
|
|
73.45
|
|
|
|
|
|
2016
|
First Quarter
|
82.35
|
|
63.06
|
|
Second Quarter
|
82.38
|
|
55.66
|
|
Third Quarter
|
71.32
|
|
58.54
|
|
Fourth Quarter
|
91.56
|
|
67.09
|
|
|
|
|
|
2017
|
First Quarter
|
100.24
|
|
86.98
|
|
Second Quarter
|
92.37
|
|
82.19
|
|
Third Quarter
|
94.63
|
|
72.24
|
|
Fourth Quarter (through December 11, 2017)
|
81.52
|
|
61.68
|
Broadcom Limited
Broadcom Limited designs, develops, and supplies semiconductors and integrated circuits. The company offers products such as broadband carrier access, cables, switches, network processors, and wireless connectors. Its common stock trades on the Nasdaq Global Select Market under the symbol “AVGO.”
Historical Information of the Common Stock of Broadcom Limited
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2009
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
18.47
|
|
15.67
|
|
Fourth Quarter
|
17.69
|
|
14.49
|
|
|
|
|
|
2010
|
First Quarter
|
20.56
|
|
16.80
|
|
Second Quarter
|
23.35
|
|
19.20
|
|
Third Quarter
|
22.91
|
|
18.65
|
|
Fourth Quarter
|
28.88
|
|
21.95
|
|
|
|
|
|
2011
|
First Quarter
|
34.38
|
|
27.70
|
|
Second Quarter
|
38.00
|
|
30.60
|
|
Third Quarter
|
39.08
|
|
27.19
|
|
Fourth Quarter
|
35.84
|
|
27.55
|
|
|
|
|
|
2012
|
First Quarter
|
38.97
|
|
28.31
|
|
Second Quarter
|
38.69
|
|
30.02
|
|
Third Quarter
|
37.48
|
|
32.58
|
|
Fourth Quarter
|
35.26
|
|
30.86
|
|
|
|
|
|
2013
|
First Quarter
|
36.65
|
|
32.10
|
|
Second Quarter
|
38.75
|
|
31.26
|
|
Third Quarter
|
43.12
|
|
36.02
|
|
Fourth Quarter
|
53.56
|
|
42.20
|
|
|
|
|
|
2014
|
First Quarter
|
65.31
|
|
52.49
|
|
Second Quarter
|
72.07
|
|
58.53
|
|
Third Quarter
|
89.52
|
|
69.38
|
|
Fourth Quarter
|
103.99
|
|
69.04
|
|
|
|
|
|
2015
|
First Quarter
|
134.44
|
|
96.25
|
|
Second Quarter
|
148.07
|
|
116.78
|
|
Third Quarter
|
137.64
|
|
108.51
|
|
Fourth Quarter
|
148.83
|
|
113.42
|
|
|
|
|
|
2016
|
First Quarter
|
156.93
|
|
116.31
|
|
Second Quarter
|
164.84
|
|
140.05
|
|
Third Quarter
|
177.40
|
|
150.63
|
|
Fourth Quarter
|
182.31
|
|
162.79
|
|
|
|
|
|
2017
|
First Quarter
|
226.45
|
|
174.28
|
|
Second Quarter
|
254.95
|
|
209.20
|
|
Third Quarter
|
257.01
|
|
229.76
|
|
Fourth Quarter (through December 11, 2017)
|
284.62
|
|
239.50
|
Alibaba Group Holding Limited
Alibaba Group Holding Limited operates as a holding company. The company provides internet infrastructure, e-commerce, online financial, and internet content services through its subsidiaries. It offers its products and services worldwide. Its American Depositary Shares trade on the New York Stock Exchange under the symbol “BABA.”
Historical Information of the Common Stock of Alibaba Group Holding Limited
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2009
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2010
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2011
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2012
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2013
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2014
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
93.89
|
|
87.17
|
|
Fourth Quarter
|
119.15
|
|
84.95
|
|
|
|
|
|
2015
|
First Quarter
|
105.03
|
|
81.58
|
|
Second Quarter
|
93.88
|
|
79.54
|
|
Third Quarter
|
84.15
|
|
57.39
|
|
Fourth Quarter
|
85.40
|
|
58.87
|
|
|
|
|
|
2016
|
First Quarter
|
79.03
|
|
60.57
|
|
Second Quarter
|
82.00
|
|
74.23
|
|
Third Quarter
|
109.36
|
|
78.64
|
|
Fourth Quarter
|
108.41
|
|
86.79
|
|
|
|
|
|
2017
|
First Quarter
|
109.51
|
|
88.60
|
|
Second Quarter
|
143.95
|
|
107.44
|
|
Third Quarter
|
180.07
|
|
140.99
|
|
Fourth Quarter (through December 11, 2017)
|
191.19
|
|
168.96
|
Becton, Dickinson and Company
Becton, Dickinson and Company is a technology company engaged principally in the development, manufacture, and sale of medical devices, instrument systems, and reagents used by healthcare institutions, life science researchers, clinical laboratories, the pharmaceutical industry, and the general public. Its common stock trades on the New York Stock Exchange under the symbol “BDX.”
Historical Information of the Common Stock of Becton, Dickinson and Company
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
92.34
|
|
84.03
|
|
Second Quarter
|
89.40
|
|
77.93
|
|
Third Quarter
|
88.49
|
|
78.71
|
|
Fourth Quarter
|
80.24
|
|
60.26
|
|
|
|
|
|
2009
|
First Quarter
|
74.15
|
|
61.57
|
|
Second Quarter
|
71.71
|
|
60.48
|
|
Third Quarter
|
73.60
|
|
63.75
|
|
Fourth Quarter
|
79.72
|
|
66.60
|
|
|
|
|
|
2010
|
First Quarter
|
80.14
|
|
74.64
|
|
Second Quarter
|
79.66
|
|
67.45
|
|
Third Quarter
|
74.82
|
|
66.89
|
|
Fourth Quarter
|
85.32
|
|
73.67
|
|
|
|
|
|
2011
|
First Quarter
|
85.64
|
|
76.51
|
|
Second Quarter
|
89.58
|
|
80.39
|
|
Third Quarter
|
89.74
|
|
73.25
|
|
Fourth Quarter
|
79.64
|
|
70.65
|
|
|
|
|
|
2012
|
First Quarter
|
80.53
|
|
72.69
|
|
Second Quarter
|
78.45
|
|
72.18
|
|
Third Quarter
|
79.49
|
|
73.17
|
|
Fourth Quarter
|
79.46
|
|
74.63
|
|
|
|
|
|
2013
|
First Quarter
|
95.61
|
|
79.45
|
|
Second Quarter
|
101.92
|
|
93.58
|
|
Third Quarter
|
104.50
|
|
97.14
|
|
Fourth Quarter
|
110.60
|
|
98.33
|
|
|
|
|
|
2014
|
First Quarter
|
117.08
|
|
105.40
|
|
Second Quarter
|
120.33
|
|
111.18
|
|
Third Quarter
|
120.21
|
|
112.63
|
|
Fourth Quarter
|
141.26
|
|
113.60
|
|
|
|
|
|
2015
|
First Quarter
|
149.50
|
|
138.08
|
|
Second Quarter
|
145.57
|
|
137.93
|
|
Third Quarter
|
153.86
|
|
130.40
|
|
Fourth Quarter
|
156.53
|
|
132.19
|
|
|
|
|
|
2016
|
First Quarter
|
152.54
|
|
132.88
|
|
Second Quarter
|
172.19
|
|
152.86
|
|
Third Quarter
|
181.55
|
|
169.64
|
|
Fourth Quarter
|
179.19
|
|
162.80
|
|
|
|
|
|
2017
|
First Quarter
|
185.34
|
|
164.80
|
|
Second Quarter
|
195.15
|
|
177.07
|
|
Third Quarter
|
205.63
|
|
191.56
|
|
Fourth Quarter (through December 11, 2017)
|
228.21
|
|
193.73
|
Continental Resources, Inc.
Continental Resources, Inc., based in Oklahoma City, is focused on the exploration and production of on-shore oil-prone plays in the United States. The company concentrates its leasehold and production strategies in the Bakken of North Dakota and Montana, as well as Oklahoma. Its common stock trades on the New York Stock Exchange under the symbol “CLR.”
Historical Information of the Common Stock of Continental Resources, Inc.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
15.95
|
|
10.91
|
|
Second Quarter
|
37.25
|
|
15.54
|
|
Third Quarter
|
40.80
|
|
16.94
|
|
Fourth Quarter
|
19.14
|
|
6.77
|
|
|
|
|
|
2009
|
First Quarter
|
13.10
|
|
7.14
|
|
Second Quarter
|
16.66
|
|
11.04
|
|
Third Quarter
|
21.91
|
|
11.32
|
|
Fourth Quarter
|
22.74
|
|
18.38
|
|
|
|
|
|
2010
|
First Quarter
|
23.09
|
|
18.68
|
|
Second Quarter
|
25.95
|
|
20.61
|
|
Third Quarter
|
24.20
|
|
19.91
|
|
Fourth Quarter
|
29.56
|
|
22.99
|
|
|
|
|
|
2011
|
First Quarter
|
36.06
|
|
28.70
|
|
Second Quarter
|
36.04
|
|
29.49
|
|
Third Quarter
|
35.64
|
|
24.01
|
|
Fourth Quarter
|
35.83
|
|
22.72
|
|
|
|
|
|
2012
|
First Quarter
|
47.47
|
|
34.93
|
|
Second Quarter
|
45.50
|
|
31.32
|
|
Third Quarter
|
41.56
|
|
31.29
|
|
Fourth Quarter
|
39.86
|
|
33.94
|
|
|
|
|
|
2013
|
First Quarter
|
46.35
|
|
38.02
|
|
Second Quarter
|
44.32
|
|
36.54
|
|
Third Quarter
|
53.68
|
|
43.82
|
|
Fourth Quarter
|
60.50
|
|
50.73
|
|
|
|
|
|
2014
|
First Quarter
|
62.84
|
|
52.34
|
|
Second Quarter
|
79.02
|
|
61.43
|
|
Third Quarter
|
80.65
|
|
66.48
|
|
Fourth Quarter
|
64.52
|
|
30.95
|
|
|
|
|
|
2015
|
First Quarter
|
48.67
|
|
33.58
|
|
Second Quarter
|
52.63
|
|
42.08
|
|
Third Quarter
|
40.17
|
|
26.39
|
|
Fourth Quarter
|
37.55
|
|
20.00
|
|
|
|
|
|
2016
|
First Quarter
|
31.06
|
|
16.04
|
|
Second Quarter
|
45.88
|
|
29.18
|
|
Third Quarter
|
51.96
|
|
41.31
|
|
Fourth Quarter
|
58.01
|
|
45.19
|
|
|
|
|
|
2017
|
First Quarter
|
52.95
|
|
42.15
|
|
Second Quarter
|
46.96
|
|
30.39
|
|
Third Quarter
|
39.44
|
|
30.03
|
|
Fourth Quarter (through December 11, 2017)
|
48.47
|
|
36.55
|
Dollar Tree, Inc.
Dollar Tree, Inc. operates a discount variety store chain in the United States. The company sells an assortment of everyday general merchandise. It offers kitchen and dining, toys, books, crafts, cleaning, personal care, glasses, food carriers, gifts, and other household products. Its common stock trades on the Nasdaq Global Select Market under the symbol “DLTR.”
Historical Information of the Common Stock of Dollar Tree, Inc.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
10.01
|
|
7.10
|
|
Second Quarter
|
12.66
|
|
9.22
|
|
Third Quarter
|
13.69
|
|
11.03
|
|
Fourth Quarter
|
14.58
|
|
10.87
|
|
|
|
|
|
2009
|
First Quarter
|
14.97
|
|
11.23
|
|
Second Quarter
|
15.41
|
|
13.77
|
|
Third Quarter
|
17.04
|
|
13.53
|
|
Fourth Quarter
|
17.11
|
|
15.04
|
|
|
|
|
|
2010
|
First Quarter
|
19.93
|
|
15.71
|
|
Second Quarter
|
21.33
|
|
19.58
|
|
Third Quarter
|
24.70
|
|
20.52
|
|
Fourth Quarter
|
28.68
|
|
24.12
|
|
|
|
|
|
2011
|
First Quarter
|
28.28
|
|
24.29
|
|
Second Quarter
|
33.58
|
|
27.85
|
|
Third Quarter
|
38.74
|
|
30.48
|
|
Fourth Quarter
|
42.17
|
|
36.84
|
|
|
|
|
|
2012
|
First Quarter
|
47.91
|
|
41.01
|
|
Second Quarter
|
56.75
|
|
46.70
|
|
Third Quarter
|
54.29
|
|
46.07
|
|
Fourth Quarter
|
48.30
|
|
37.70
|
|
|
|
|
|
2013
|
First Quarter
|
48.43
|
|
38.04
|
|
Second Quarter
|
50.84
|
|
45.99
|
|
Third Quarter
|
58.50
|
|
50.45
|
|
Fourth Quarter
|
59.91
|
|
54.90
|
|
|
|
|
|
2014
|
First Quarter
|
56.76
|
|
49.68
|
|
Second Quarter
|
55.50
|
|
50.00
|
|
Third Quarter
|
57.11
|
|
53.51
|
|
Fourth Quarter
|
70.70
|
|
55.05
|
|
|
|
|
|
2015
|
First Quarter
|
83.81
|
|
66.41
|
|
Second Quarter
|
83.53
|
|
74.99
|
|
Third Quarter
|
82.40
|
|
65.34
|
|
Fourth Quarter
|
79.48
|
|
61.38
|
|
|
|
|
|
2016
|
First Quarter
|
83.20
|
|
73.43
|
|
Second Quarter
|
94.42
|
|
75.33
|
|
Third Quarter
|
98.12
|
|
77.36
|
|
Fourth Quarter
|
89.67
|
|
73.62
|
|
|
|
|
|
2017
|
First Quarter
|
80.00
|
|
73.44
|
|
Second Quarter
|
83.13
|
|
66.60
|
|
Third Quarter
|
86.82
|
|
66.39
|
|
Fourth Quarter (through December 11, 2017)
|
108.67
|
|
86.47
|
Fastenal Company
Fastenal Company sells industrial and construction supplies in a wholesale and retail fashion. The company markets its products and services throughout the United States, Canada, Mexico, Puerto Rico, Singapore, China, and the Netherlands. Its common stock trades on the Nasdaq Stock Market under the symbol “FAST.”
Historical Information of the Common Stock of Fastenal Company
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
23.47
|
|
16.57
|
|
Second Quarter
|
25.88
|
|
21.58
|
|
Third Quarter
|
27.75
|
|
21.12
|
|
Fourth Quarter
|
22.63
|
|
15.94
|
|
|
|
|
|
2009
|
First Quarter
|
18.77
|
|
13.08
|
|
Second Quarter
|
19.37
|
|
16.08
|
|
Third Quarter
|
20.07
|
|
15.28
|
|
Fourth Quarter
|
21.10
|
|
17.25
|
|
|
|
|
|
2010
|
First Quarter
|
24.50
|
|
20.61
|
|
Second Quarter
|
28.24
|
|
24.17
|
|
Third Quarter
|
26.93
|
|
22.55
|
|
Fourth Quarter
|
30.06
|
|
25.61
|
|
|
|
|
|
2011
|
First Quarter
|
32.42
|
|
28.88
|
|
Second Quarter
|
36.01
|
|
30.97
|
|
Third Quarter
|
36.65
|
|
29.47
|
|
Fourth Quarter
|
44.32
|
|
32.23
|
|
|
|
|
|
2012
|
First Quarter
|
54.59
|
|
43.76
|
|
Second Quarter
|
54.65
|
|
38.37
|
|
Third Quarter
|
45.30
|
|
39.03
|
|
Fourth Quarter
|
46.69
|
|
40.20
|
|
|
|
|
|
2013
|
First Quarter
|
53.18
|
|
46.46
|
|
Second Quarter
|
52.18
|
|
44.95
|
|
Third Quarter
|
50.98
|
|
43.99
|
|
Fourth Quarter
|
51.90
|
|
45.62
|
|
|
|
|
|
2014
|
First Quarter
|
50.43
|
|
42.70
|
|
Second Quarter
|
51.20
|
|
47.80
|
|
Third Quarter
|
50.08
|
|
43.74
|
|
Fourth Quarter
|
48.21
|
|
40.78
|
|
|
|
|
|
2015
|
First Quarter
|
47.40
|
|
39.82
|
|
Second Quarter
|
43.41
|
|
40.01
|
|
Third Quarter
|
42.82
|
|
36.13
|
|
Fourth Quarter
|
41.64
|
|
35.50
|
|
|
|
|
|
2016
|
First Quarter
|
49.87
|
|
36.53
|
|
Second Quarter
|
48.93
|
|
42.70
|
|
Third Quarter
|
45.36
|
|
39.92
|
|
Fourth Quarter
|
49.17
|
|
38.16
|
|
|
|
|
|
2017
|
First Quarter
|
52.22
|
|
46.17
|
|
Second Quarter
|
51.76
|
|
42.10
|
|
Third Quarter
|
45.73
|
|
39.97
|
|
Fourth Quarter (through December 11, 2017)
|
54.88
|
|
44.51
|
First Horizon National Corporation
First Horizon National Corporation, through its subsidiaries, provides a range of financial services. The company offers a variety of commercial banking services and also conducts mortgage banking, capital markets, and transaction processing. Its common stock trades on the New York Stock Exchange under the symbol “FHN.”
Historical Information of the Common Stock of First Horizon National Corporation
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
18.42
|
|
11.67
|
|
Second Quarter
|
12.45
|
|
6.19
|
|
Third Quarter
|
12.45
|
|
4.20
|
|
Fourth Quarter
|
10.39
|
|
6.50
|
|
|
|
|
|
2009
|
First Quarter
|
10.01
|
|
6.52
|
|
Second Quarter
|
12.33
|
|
9.55
|
|
Third Quarter
|
13.68
|
|
10.17
|
|
Fourth Quarter
|
13.14
|
|
10.95
|
|
|
|
|
|
2010
|
First Quarter
|
13.77
|
|
11.70
|
|
Second Quarter
|
14.83
|
|
10.95
|
|
Third Quarter
|
12.04
|
|
9.56
|
|
Fourth Quarter
|
11.92
|
|
9.24
|
|
|
|
|
|
2011
|
First Quarter
|
12.53
|
|
11.02
|
|
Second Quarter
|
11.60
|
|
9.40
|
|
Third Quarter
|
9.72
|
|
5.96
|
|
Fourth Quarter
|
8.25
|
|
5.63
|
|
|
|
|
|
2012
|
First Quarter
|
10.89
|
|
8.23
|
|
Second Quarter
|
10.58
|
|
7.55
|
|
Third Quarter
|
10.23
|
|
7.91
|
|
Fourth Quarter
|
10.16
|
|
9.00
|
|
|
|
|
|
2013
|
First Quarter
|
11.26
|
|
9.96
|
|
Second Quarter
|
11.67
|
|
9.72
|
|
Third Quarter
|
12.55
|
|
10.99
|
|
Fourth Quarter
|
11.68
|
|
10.65
|
|
|
|
|
|
2014
|
First Quarter
|
12.56
|
|
11.22
|
|
Second Quarter
|
12.56
|
|
11.18
|
|
Third Quarter
|
12.96
|
|
11.47
|
|
Fourth Quarter
|
13.91
|
|
11.37
|
|
|
|
|
|
2015
|
First Quarter
|
14.68
|
|
12.31
|
|
Second Quarter
|
15.95
|
|
14.00
|
|
Third Quarter
|
16.20
|
|
13.49
|
|
Fourth Quarter
|
15.36
|
|
13.68
|
|
|
|
|
|
2016
|
First Quarter
|
14.19
|
|
11.62
|
|
Second Quarter
|
14.70
|
|
12.54
|
|
Third Quarter
|
15.48
|
|
13.13
|
|
Fourth Quarter
|
20.61
|
|
14.71
|
|
|
|
|
|
2017
|
First Quarter
|
20.76
|
|
17.90
|
|
Second Quarter
|
19.06
|
|
16.91
|
|
Third Quarter
|
19.15
|
|
16.05
|
|
Fourth Quarter (through December 11, 2017)
|
20.27
|
|
18.02
|
FLIR Systems, Inc.
FLIR Systems, Inc. designs, manufactures, and markets thermal imaging and broadcast camera systems for a variety of applications in the commercial and government markets. The company makes products for condition monitoring, research and development, airborne observation and broadcast, search and rescue, and surveillance and reconnaissance. Its common stock trades on the Nasdaq Global Select Market under the symbol “FLIR.”
Historical Information of the Common Stock of FLIR Systems, Inc.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
33.15
|
|
23.69
|
|
Second Quarter
|
41.38
|
|
28.72
|
|
Third Quarter
|
45.10
|
|
33.29
|
|
Fourth Quarter
|
39.21
|
|
24.63
|
|
|
|
|
|
2009
|
First Quarter
|
31.76
|
|
18.87
|
|
Second Quarter
|
26.55
|
|
20.70
|
|
Third Quarter
|
28.64
|
|
20.71
|
|
Fourth Quarter
|
33.19
|
|
26.73
|
|
|
|
|
|
2010
|
First Quarter
|
32.93
|
|
26.49
|
|
Second Quarter
|
31.42
|
|
26.73
|
|
Third Quarter
|
30.66
|
|
24.40
|
|
Fourth Quarter
|
29.97
|
|
24.61
|
|
|
|
|
|
2011
|
First Quarter
|
34.61
|
|
28.87
|
|
Second Quarter
|
37.04
|
|
32.03
|
|
Third Quarter
|
34.68
|
|
22.15
|
|
Fourth Quarter
|
27.68
|
|
24.16
|
|
|
|
|
|
2012
|
First Quarter
|
26.81
|
|
24.56
|
|
Second Quarter
|
25.07
|
|
19.06
|
|
Third Quarter
|
21.17
|
|
18.33
|
|
Fourth Quarter
|
22.31
|
|
18.97
|
|
|
|
|
|
2013
|
First Quarter
|
27.00
|
|
23.08
|
|
Second Quarter
|
26.97
|
|
23.53
|
|
Third Quarter
|
33.75
|
|
27.25
|
|
Fourth Quarter
|
33.17
|
|
28.17
|
|
|
|
|
|
2014
|
First Quarter
|
36.00
|
|
29.00
|
|
Second Quarter
|
37.23
|
|
33.42
|
|
Third Quarter
|
35.14
|
|
31.34
|
|
Fourth Quarter
|
34.32
|
|
28.36
|
|
|
|
|
|
2015
|
First Quarter
|
33.97
|
|
29.80
|
|
Second Quarter
|
31.93
|
|
30.09
|
|
Third Quarter
|
31.99
|
|
27.06
|
|
Fourth Quarter
|
30.56
|
|
26.01
|
|
|
|
|
|
2016
|
First Quarter
|
33.78
|
|
27.60
|
|
Second Quarter
|
33.92
|
|
29.08
|
|
Third Quarter
|
33.23
|
|
30.41
|
|
Fourth Quarter
|
36.77
|
|
28.97
|
|
|
|
|
|
2017
|
First Quarter
|
37.05
|
|
34.15
|
|
Second Quarter
|
38.94
|
|
34.66
|
|
Third Quarter
|
40.66
|
|
34.10
|
|
Fourth Quarter (through December 11, 2017)
|
|
|
|
ICU Medical, Inc.
ICU Medical, Inc. develops, manufactures, and sells disposable medical connection systems for use in intravenous (IV) therapy applications. The company's products are designed to prevent accidental disconnection of IV lines and to protect healthcare workers and their patients from the spread of infectious disease such as Hepatitis B and Human Immunodeficiency Virus. Its common stock trades on the Nasdaq Stock Market under the symbol “ICUI.”
Historical Information of the Common Stock of ICU Medical, Inc.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
37.41
|
|
24.79
|
|
Second Quarter
|
29.90
|
|
22.50
|
|
Third Quarter
|
32.99
|
|
23.05
|
|
Fourth Quarter
|
34.70
|
|
25.29
|
|
|
|
|
|
2009
|
First Quarter
|
35.82
|
|
26.81
|
|
Second Quarter
|
41.89
|
|
30.89
|
|
Third Quarter
|
43.95
|
|
35.73
|
|
Fourth Quarter
|
37.86
|
|
32.83
|
|
|
|
|
|
2010
|
First Quarter
|
37.31
|
|
32.31
|
|
Second Quarter
|
36.00
|
|
30.73
|
|
Third Quarter
|
38.39
|
|
31.06
|
|
Fourth Quarter
|
38.15
|
|
35.35
|
|
|
|
|
|
2011
|
First Quarter
|
43.78
|
|
35.57
|
|
Second Quarter
|
45.22
|
|
41.23
|
|
Third Quarter
|
45.79
|
|
36.41
|
|
Fourth Quarter
|
45.53
|
|
35.99
|
|
|
|
|
|
2012
|
First Quarter
|
49.57
|
|
44.41
|
|
Second Quarter
|
54.08
|
|
47.56
|
|
Third Quarter
|
61.94
|
|
51.20
|
|
Fourth Quarter
|
62.61
|
|
57.10
|
|
|
|
|
|
2013
|
First Quarter
|
63.91
|
|
56.07
|
|
Second Quarter
|
75.70
|
|
58.34
|
|
Third Quarter
|
75.90
|
|
67.84
|
|
Fourth Quarter
|
68.74
|
|
60.86
|
|
|
|
|
|
2014
|
First Quarter
|
66.20
|
|
56.75
|
|
Second Quarter
|
61.56
|
|
54.19
|
|
Third Quarter
|
65.23
|
|
57.07
|
|
Fourth Quarter
|
85.71
|
|
63.81
|
|
|
|
|
|
2015
|
First Quarter
|
93.14
|
|
80.47
|
|
Second Quarter
|
98.36
|
|
84.21
|
|
Third Quarter
|
123.09
|
|
95.24
|
|
Fourth Quarter
|
119.03
|
|
103.10
|
|
|
|
|
|
2016
|
First Quarter
|
108.39
|
|
86.47
|
|
Second Quarter
|
112.75
|
|
99.34
|
|
Third Quarter
|
127.70
|
|
111.50
|
|
Fourth Quarter
|
151.75
|
|
125.70
|
|
|
|
|
|
2017
|
First Quarter
|
158.30
|
|
131.88
|
|
Second Quarter
|
174.75
|
|
146.30
|
|
Third Quarter
|
187.15
|
|
164.90
|
|
Fourth Quarter (through December 11, 2017)
|
217.90
|
|
186.10
|
The Progressive Corporation
The Progressive Corporation is an insurance holding company. The company, through its subsidiaries, provides personal and commercial automobile insurance and other specialty property-casualty insurance and related services throughout the United States. Its common stock trades on the New York Stock Exchange under the symbol “PGR.”
Historical Information of the Common Stock of The Progressive Corporation
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
19.52
|
|
15.47
|
|
Second Quarter
|
21.00
|
|
16.33
|
|
Third Quarter
|
20.68
|
|
15.70
|
|
Fourth Quarter
|
17.38
|
|
11.74
|
|
|
|
|
|
2009
|
First Quarter
|
15.09
|
|
9.89
|
|
Second Quarter
|
16.80
|
|
13.57
|
|
Third Quarter
|
17.34
|
|
14.32
|
|
Fourth Quarter
|
18.05
|
|
16.00
|
|
|
|
|
|
2010
|
First Quarter
|
19.27
|
|
16.21
|
|
Second Quarter
|
20.86
|
|
18.72
|
|
Third Quarter
|
21.42
|
|
18.62
|
|
Fourth Quarter
|
21.97
|
|
19.62
|
|
|
|
|
|
2011
|
First Quarter
|
21.15
|
|
19.16
|
|
Second Quarter
|
21.94
|
|
19.91
|
|
Third Quarter
|
21.64
|
|
17.09
|
|
Fourth Quarter
|
19.65
|
|
17.28
|
|
|
|
|
|
2012
|
First Quarter
|
23.20
|
|
19.26
|
|
Second Quarter
|
23.30
|
|
20.39
|
|
Third Quarter
|
21.27
|
|
19.24
|
|
Fourth Quarter
|
23.08
|
|
20.85
|
|
|
|
|
|
2013
|
First Quarter
|
25.38
|
|
21.69
|
|
Second Quarter
|
26.32
|
|
24.10
|
|
Third Quarter
|
27.35
|
|
24.99
|
|
Fourth Quarter
|
28.14
|
|
25.97
|
|
|
|
|
|
2014
|
First Quarter
|
26.72
|
|
22.59
|
|
Second Quarter
|
25.90
|
|
23.66
|
|
Third Quarter
|
25.49
|
|
23.22
|
|
Fourth Quarter
|
27.35
|
|
24.43
|
|
|
|
|
|
2015
|
First Quarter
|
27.68
|
|
25.85
|
|
Second Quarter
|
28.45
|
|
26.55
|
|
Third Quarter
|
31.45
|
|
28.24
|
|
Fourth Quarter
|
33.64
|
|
30.29
|
|
|
|
|
|
2016
|
First Quarter
|
35.17
|
|
29.49
|
|
Second Quarter
|
35.48
|
|
31.36
|
|
Third Quarter
|
34.14
|
|
30.77
|
|
Fourth Quarter
|
35.74
|
|
30.88
|
|
|
|
|
|
2017
|
First Quarter
|
40.31
|
|
35.53
|
|
Second Quarter
|
44.83
|
|
38.87
|
|
Third Quarter
|
48.89
|
|
43.73
|
|
Fourth Quarter (through December 11, 2017)
|
54.99
|
|
48.09
|
ProPetro Holding Corp.
ProPetro Holding Corp. operates as a holding company. The company, through its subsidiaries, offers well drilling, stimulation, cementing, and coiled tubing services. It serves customers in North America. Its common stock trades on the New York Stock Exchange under the symbol “PUMP.”
Historical Information of the Common Stock of ProPetro Holding Corp.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December [ ], 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2009
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2010
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2011
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2012
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2013
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2014
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2015
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2016
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2017
|
First Quarter
|
14.50
|
|
12.47
|
|
Second Quarter
|
14.70
|
|
11.93
|
|
Third Quarter
|
14.40
|
|
11.07
|
|
Fourth Quarter (through December 11, 2017)
|
19.15
|
|
13.81
|
ServiceNow, Inc.
ServiceNow, Inc. provides enterprise information technology (IT) management software. The company designs, develops, and produces prepackaged computer software, cloud services, and IT service management platform. It serves customers throughout the United States. Its common stock trades on the New York Stock Exchange under the symbol “NOW.”
Historical Information of the Common Stock of ServiceNow, Inc.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2009
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2010
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2011
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2012
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
24.60
|
|
24.60
|
|
Third Quarter
|
40.37
|
|
23.70
|
|
Fourth Quarter
|
37.15
|
|
28.71
|
|
|
|
|
|
2013
|
First Quarter
|
37.83
|
|
26.07
|
|
Second Quarter
|
43.39
|
|
34.53
|
|
Third Quarter
|
52.59
|
|
40.79
|
|
Fourth Quarter
|
58.37
|
|
48.08
|
|
|
|
|
|
2014
|
First Quarter
|
70.81
|
|
55.18
|
|
Second Quarter
|
62.53
|
|
46.42
|
|
Third Quarter
|
64.31
|
|
54.61
|
|
Fourth Quarter
|
70.12
|
|
54.20
|
|
|
|
|
|
2015
|
First Quarter
|
80.46
|
|
63.63
|
|
Second Quarter
|
82.84
|
|
73.28
|
|
Third Quarter
|
81.03
|
|
68.00
|
|
Fourth Quarter
|
89.99
|
|
71.58
|
|
|
|
|
|
2016
|
First Quarter
|
84.07
|
|
47.14
|
|
Second Quarter
|
77.04
|
|
61.75
|
|
Third Quarter
|
79.77
|
|
65.01
|
|
Fourth Quarter
|
87.91
|
|
74.34
|
|
|
|
|
|
2017
|
First Quarter
|
93.97
|
|
75.66
|
|
Second Quarter
|
109.68
|
|
84.49
|
|
Third Quarter
|
117.78
|
|
103.58
|
|
Fourth Quarter (through December 11, 2017)
|
128.30
|
|
113.62
|
SS&C Technologies Holdings, Inc.
SS&C Technologies Holdings, Inc. develops and markets computer software for financial services providers. The software enables trading and modeling, portfolio management and reporting, accounting, performance measurement, reconciliation, reporting, processing, and clearing. Its common stock trades on the Nasdaq Global Select Market under the symbol “SSNC.”
Historical Information of the Common Stock of SS&C Technologies Holdings, Inc.
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2009
|
First Quarter
|
N/A
|
|
N/A
|
|
Second Quarter
|
N/A
|
|
N/A
|
|
Third Quarter
|
N/A
|
|
N/A
|
|
Fourth Quarter
|
N/A
|
|
N/A
|
|
|
|
|
|
2010
|
First Quarter
|
7.54
|
|
7.54
|
|
Second Quarter
|
9.12
|
|
7.53
|
|
Third Quarter
|
9.10
|
|
6.76
|
|
Fourth Quarter
|
10.48
|
|
8.26
|
|
|
|
|
|
2011
|
First Quarter
|
10.22
|
|
8.80
|
|
Second Quarter
|
10.31
|
|
9.26
|
|
Third Quarter
|
10.59
|
|
6.79
|
|
Fourth Quarter
|
9.20
|
|
6.74
|
|
|
|
|
|
2012
|
First Quarter
|
11.74
|
|
8.95
|
|
Second Quarter
|
12.50
|
|
11.25
|
|
Third Quarter
|
13.34
|
|
11.05
|
|
Fourth Quarter
|
12.90
|
|
10.70
|
|
|
|
|
|
2013
|
First Quarter
|
14.99
|
|
11.19
|
|
Second Quarter
|
17.10
|
|
14.00
|
|
Third Quarter
|
19.73
|
|
16.58
|
|
Fourth Quarter
|
22.13
|
|
17.47
|
|
|
|
|
|
2014
|
First Quarter
|
23.12
|
|
18.77
|
|
Second Quarter
|
23.02
|
|
18.11
|
|
Third Quarter
|
23.21
|
|
20.99
|
|
Fourth Quarter
|
29.69
|
|
20.96
|
|
|
|
|
|
2015
|
First Quarter
|
31.69
|
|
26.27
|
|
Second Quarter
|
32.40
|
|
28.99
|
|
Third Quarter
|
36.82
|
|
30.89
|
|
Fourth Quarter
|
37.23
|
|
33.00
|
|
|
|
|
|
2016
|
First Quarter
|
33.24
|
|
26.52
|
|
Second Quarter
|
32.11
|
|
26.45
|
|
Third Quarter
|
34.06
|
|
28.51
|
|
Fourth Quarter
|
32.92
|
|
28.60
|
|
|
|
|
|
2017
|
First Quarter
|
36.51
|
|
28.87
|
|
Second Quarter
|
38.95
|
|
34.81
|
|
Third Quarter
|
40.15
|
|
36.79
|
|
Fourth Quarter (through December 11, 2017)
|
42.10
|
|
39.69
|
SVB Financial Group
SVB Financial Group is the holding company for Silicon Valley Bank. The Silicon Valley Bank is a commercial bank that serves emerging growth and middle-market growth companies in targeted niches, focusing on the technology and life sciences industries. Silicon Valley operates offices throughout the Silicon Valley and other areas of California, as well as in other states. Its common stock trades on the Nasdaq Global Select Market under the symbol “SIVB.”
Historical Information of the Common Stock of SVB Financial Group
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
50.11
|
|
42.45
|
|
Second Quarter
|
51.95
|
|
39.77
|
|
Third Quarter
|
66.00
|
|
43.96
|
|
Fourth Quarter
|
60.27
|
|
23.98
|
|
|
|
|
|
2009
|
First Quarter
|
26.13
|
|
12.04
|
|
Second Quarter
|
30.40
|
|
16.00
|
|
Third Quarter
|
44.21
|
|
24.00
|
|
Fourth Quarter
|
45.55
|
|
36.85
|
|
|
|
|
|
2010
|
First Quarter
|
48.38
|
|
40.23
|
|
Second Quarter
|
51.66
|
|
41.23
|
|
Third Quarter
|
45.19
|
|
36.95
|
|
Fourth Quarter
|
54.24
|
|
42.19
|
|
|
|
|
|
2011
|
First Quarter
|
57.35
|
|
52.26
|
|
Second Quarter
|
60.44
|
|
55.66
|
|
Third Quarter
|
62.50
|
|
36.41
|
|
Fourth Quarter
|
48.45
|
|
34.41
|
|
|
|
|
|
2012
|
First Quarter
|
67.44
|
|
48.84
|
|
Second Quarter
|
65.70
|
|
54.75
|
|
Third Quarter
|
62.45
|
|
55.68
|
|
Fourth Quarter
|
61.92
|
|
52.57
|
|
|
|
|
|
2013
|
First Quarter
|
70.94
|
|
58.24
|
|
Second Quarter
|
83.32
|
|
66.10
|
|
Third Quarter
|
90.28
|
|
81.29
|
|
Fourth Quarter
|
106.10
|
|
87.18
|
|
|
|
|
|
2014
|
First Quarter
|
132.27
|
|
102.13
|
|
Second Quarter
|
129.22
|
|
102.12
|
|
Third Quarter
|
118.71
|
|
102.56
|
|
Fourth Quarter
|
118.09
|
|
96.02
|
|
|
|
|
|
2015
|
First Quarter
|
127.30
|
|
103.02
|
|
Second Quarter
|
148.69
|
|
124.71
|
|
Third Quarter
|
150.63
|
|
112.74
|
|
Fourth Quarter
|
136.97
|
|
114.39
|
|
|
|
|
|
2016
|
First Quarter
|
116.56
|
|
79.97
|
|
Second Quarter
|
114.17
|
|
83.51
|
|
Third Quarter
|
111.68
|
|
89.99
|
|
Fourth Quarter
|
174.22
|
|
109.38
|
|
|
|
|
|
2017
|
First Quarter
|
197.63
|
|
167.57
|
|
Second Quarter
|
192.49
|
|
167.92
|
|
Third Quarter
|
187.09
|
|
160.72
|
|
Fourth Quarter (through December 11, 2017)
|
232.39
|
|
181.64
|
UnitedHealth Group Incorporated
UnitedHealth Group Incorporated owns and manages organized health systems in the United States and internationally. The company provides employers products and resources to plan and administer employee benefit programs. It also serves the health needs of older Americans, provides specialized care services, and provides health care information and research to providers and payers. Its common stock trades on the New York Stock Exchange under the symbol “UNH.”
Historical Information of the Common Stock of UnitedHealth Group Incorporated
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
56.93
|
|
33.84
|
|
Second Quarter
|
38.08
|
|
25.97
|
|
Third Quarter
|
33.01
|
|
21.00
|
|
Fourth Quarter
|
27.04
|
|
16.30
|
|
|
|
|
|
2009
|
First Quarter
|
29.99
|
|
16.35
|
|
Second Quarter
|
28.87
|
|
20.54
|
|
Third Quarter
|
29.92
|
|
23.91
|
|
Fourth Quarter
|
32.32
|
|
24.04
|
|
|
|
|
|
2010
|
First Quarter
|
35.13
|
|
31.48
|
|
Second Quarter
|
33.41
|
|
28.40
|
|
Third Quarter
|
35.73
|
|
27.85
|
|
Fourth Quarter
|
38.05
|
|
33.95
|
|
|
|
|
|
2011
|
First Quarter
|
45.40
|
|
37.13
|
|
Second Quarter
|
52.22
|
|
43.55
|
|
Third Quarter
|
53.13
|
|
41.85
|
|
Fourth Quarter
|
51.35
|
|
42.78
|
|
|
|
|
|
2012
|
First Quarter
|
58.94
|
|
50.35
|
|
Second Quarter
|
60.26
|
|
53.99
|
|
Third Quarter
|
56.35
|
|
51.00
|
|
Fourth Quarter
|
57.97
|
|
51.25
|
|
|
|
|
|
2013
|
First Quarter
|
57.77
|
|
51.40
|
|
Second Quarter
|
66.09
|
|
58.54
|
|
Third Quarter
|
75.18
|
|
65.27
|
|
Fourth Quarter
|
75.30
|
|
66.94
|
|
|
|
|
|
2014
|
First Quarter
|
81.99
|
|
69.74
|
|
Second Quarter
|
82.34
|
|
74.95
|
|
Third Quarter
|
88.56
|
|
79.26
|
|
Fourth Quarter
|
103.04
|
|
82.16
|
|
|
|
|
|
2015
|
First Quarter
|
121.00
|
|
98.92
|
|
Second Quarter
|
123.25
|
|
111.40
|
|
Third Quarter
|
125.86
|
|
109.98
|
|
Fourth Quarter
|
123.99
|
|
110.63
|
|
|
|
|
|
2016
|
First Quarter
|
129.83
|
|
109.23
|
|
Second Quarter
|
141.20
|
|
125.68
|
|
Third Quarter
|
143.69
|
|
133.62
|
|
Fourth Quarter
|
163.94
|
|
133.92
|
|
|
|
|
|
2017
|
First Quarter
|
171.78
|
|
157.62
|
|
Second Quarter
|
186.50
|
|
164.96
|
|
Third Quarter
|
199.75
|
|
185.48
|
|
Fourth Quarter (through December 11, 2017)
|
228.17
|
|
192.52
|
Weyerhaeuser Company
Weyerhaeuser Company is an integrated forest products company with offices and operations worldwide. The company primarily grows and harvests trees, develops and constructs real estate, and makes a range of forest products. It is also classified as a REIT. Its common stock trades on the New York Stock Exchange and Chicago Stock Exchange under the symbol “WY.”
Historical Information of the Common Stock of Weyerhaeuser Company
The following table sets forth the high and low closing prices of this Reference Share from the first quarter of 2008 through December 11, 2017.
|
|
High ($)
|
|
Low ($)
|
2008
|
First Quarter
|
29.55
|
|
24.14
|
|
Second Quarter
|
27.70
|
|
20.54
|
|
Third Quarter
|
25.67
|
|
19.35
|
|
Fourth Quarter
|
24.40
|
|
11.84
|
|
|
|
|
|
2009
|
First Quarter
|
13.11
|
|
7.92
|
|
Second Quarter
|
15.40
|
|
11.42
|
|
Third Quarter
|
16.32
|
|
11.33
|
|
Fourth Quarter
|
18.07
|
|
14.28
|
|
|
|
|
|
2010
|
First Quarter
|
18.55
|
|
16.06
|
|
Second Quarter
|
21.81
|
|
14.41
|
|
Third Quarter
|
17.50
|
|
14.04
|
|
Fourth Quarter
|
19.00
|
|
15.23
|
|
|
|
|
|
2011
|
First Quarter
|
25.20
|
|
19.55
|
|
Second Quarter
|
25.14
|
|
20.01
|
|
Third Quarter
|
22.57
|
|
15.55
|
|
Fourth Quarter
|
18.88
|
|
15.25
|
|
|
|
|
|
2012
|
First Quarter
|
22.28
|
|
18.78
|
|
Second Quarter
|
22.36
|
|
18.69
|
|
Third Quarter
|
27.15
|
|
22.16
|
|
Fourth Quarter
|
28.52
|
|
24.99
|
|
|
|
|
|
2013
|
First Quarter
|
31.50
|
|
28.78
|
|
Second Quarter
|
32.60
|
|
27.01
|
|
Third Quarter
|
29.86
|
|
26.65
|
|
Fourth Quarter
|
31.57
|
|
28.12
|
|
|
|
|
|
2014
|
First Quarter
|
31.34
|
|
28.84
|
|
Second Quarter
|
33.09
|
|
27.72
|
|
Third Quarter
|
34.46
|
|
31.23
|
|
Fourth Quarter
|
36.64
|
|
31.77
|
|
|
|
|
|
2015
|
First Quarter
|
36.69
|
|
33.03
|
|
Second Quarter
|
33.00
|
|
31.12
|
|
Third Quarter
|
32.06
|
|
26.87
|
|
Fourth Quarter
|
32.37
|
|
27.00
|
|
|
|
|
|
2016
|
First Quarter
|
31.05
|
|
22.22
|
|
Second Quarter
|
32.32
|
|
26.77
|
|
Third Quarter
|
32.91
|
|
29.70
|
|
Fourth Quarter
|
33.12
|
|
28.64
|
|
|
|
|
|
2017
|
First Quarter
|
34.19
|
|
30.21
|
|
Second Quarter
|
34.96
|
|
32.59
|
|
Third Quarter
|
34.43
|
|
31.17
|
|
Fourth Quarter (through December 11, 2017)
|
36.55
|
|
34.12
|
SUPPLEMENTAL TAX CONSIDERATIONS
Supplemental Canadian Tax Considerations
In the opinion of Torys LLP, our Canadian federal income tax counsel, the following summary describes the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires from us as the beneficial owner the notes offered by this document, and who, at all relevant times, for purposes of the application of the
Income Tax Act
(Canada) and the Income Tax Regulations (collectively, the “Tax Act”), (1) is not, and is not deemed to be, resident in Canada; (2) deals at arm’s length with us and with any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of notes, (3) is not affiliated with us, (4) does not receive any payment of interest on a note in respect of a debt or other obligation to pay an amount to a person with whom we do not deal at arm’s length, (5) does not use or hold notes in a business carried on in Canada and (6) is not a “specified shareholder” of ours as defined in the Tax Act for this purpose or a non-resident person not dealing at arm’s length with such “specified shareholder” (a “Holder”). Special rules, which are not discussed in this summary, may apply to a non-Canadian holder that is an insurer that carries on an insurance business in Canada and elsewhere.
Please note that this section supersedes and replaces in its entirety the section of the prospectus entitled “Canadian Taxation.”
This summary is based on the current provisions of the Tax Act and on counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this document (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective purchasers of the notes should consult their own tax advisors having regard to their own particular circumstances.
Interest paid or credited or deemed to be paid or credited by us on a note (including amounts on account of, or in lieu of, or in satisfaction of interest) to a Holder will not be subject to Canadian non-resident withholding tax, unless any portion of such interest (other than on a “prescribed obligation,” as defined in the Tax Act for this purpose) is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class or series of shares of the capital stock of a corporation. The administrative policy of the Canada Revenue Agency is that interest paid on a debt obligation is not subject to withholding tax unless, in general, it is reasonable to consider that there is a material connection between the index or formula to which any amount payable under the debt obligation is calculated and the profits of the issuer. With respect to any interest on a note, or any portion of the principal amount of a note in excess of the issue price, such interest or principal, as the case may be, paid or credited to a Holder should not be subject to Canadian non-resident withholding tax.
Generally, there are no other taxes on income (including taxable capital gains) payable by a Holder on interest, discount, or premium in respect of a note or on the proceeds received by a Holder on the disposition of a note (including redemption, cancellation, purchase or repurchase).
Supplemental U.S. Federal Income Tax Considerations
The following, together with the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus supplement, is a general description of the material U.S. tax considerations relating to the notes. It does not purport to be a complete analysis of all tax considerations relating to the notes. Prospective purchasers of the notes should consult their tax advisors as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of Canada and the U.S. of acquiring, holding and disposing of the notes and receiving payments under the notes. This summary is based upon the law as in effect on the date of this pricing supplement and is subject to any change in law that may take effect after such date.
The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus supplement with respect to United States holders (as defined in the accompanying prospectus). It applies only to those holders who are not excluded from the discussion of U.S. federal income taxation in the accompanying prospectus.
You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes 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.
NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW THE NOTES SHOULD BE TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES. AS A RESULT, THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCERTAIN. BECAUSE OF THE UNCERTAINTY, YOU SHOULD CONSULT YOUR TAX ADVISOR IN DETERMINING THE U.S. FEDERAL INCOME TAX AND OTHER TAX CONSEQUENCES OF YOUR INVESTMENT IN THE NOTES, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
We will not attempt to ascertain whether a Reference Share Issuer would be treated as a “passive foreign investment company” within the meaning of Section 1297 of the Code or a “U.S. real property holding corporation” within the meaning of Section 897 of the Code. If a Reference Share Issuer were so treated, certain adverse U.S. federal income tax consequences could possibly apply. You should refer to any available information filed with the SEC by Reference Share Issuers and consult your tax advisor regarding the possible consequences to you in this regard.
In the opinion of our counsel, Morrison & Foerster LLP, it would generally be reasonable to treat a note with terms described in this pricing supplement as a pre-paid cash-settled derivative contract in respect of the Basket for U.S. federal income tax purposes, and the terms of the notes require a holder and us (in the absence of a change in law or an administrative or judicial ruling
to the contrary) to treat the notes for all tax purposes in accordance with such characterization. If the notes are so treated, subject to the discussion below concerning the potential application of the “constructive ownership” rules under Section 1260 of the Code, it would be reasonable for a United States holder to take the position that it will recognize capital gain or loss upon the sale or maturity of the notes in an amount equal to the difference between the amount a United States holder receives at such time and the United States holder’s tax basis in the notes. In general, a United States holder’s tax basis in the notes will be equal to the price the holder paid for the notes. Capital gain recognized by an individual United States holder is generally taxed at preferential rates where the property is held for more than one year and is generally taxed at ordinary income rates where the property is held for one year or less. The deductibility of capital losses is subject to limitations. The holding period for notes of a United States holder who acquires the notes upon issuance will generally begin on the date after the issue date (i.e., the settlement date) of the notes. If the notes are held by the same United States holder until maturity, that holder’s holding period will generally include the maturity date. It is possible that the Internal Revenue Service could assert that a United States holder’s holding period in respect of the notes should end on the date on which the amount the holder is entitled to receive upon the maturity of the notes is determined, even though the holder will not receive any amounts from us in respect of the notes prior to the maturity of the notes. In such case, a United States holder may be treated as having a holding period in respect of the notes that is one year or less even if the holder receives cash upon maturity of the notes at a time that is more than one year after the beginning of its holding period.
Potential Application of Section 1260 of the Code
Since a Reference Share is the type of financial asset described under Section 1260 of the Code (including, among others, any equity interest in pass-thru entities such as regulated investment companies (including certain exchange-traded funds), real estate investment trusts, partnerships, trusts and passive foreign investment companies, each a “Section 1260 Financial Asset”), while the matter is not entirely clear, an investment in the notes will likely, in whole or in part, be treated as a “constructive ownership transaction” to which Section 1260 of the Code applies. If Section 1260 of the Code applies, all or a portion of any long-term capital gain recognized by a United States holder in respect of a note will be recharacterized as ordinary income (the “Excess Gain”). In addition, an interest charge will also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the United States holder in taxable years prior to the taxable year of the sale, exchange, or settlement (assuming such income accrued at a constant rate equal to the applicable federal rate as of the date of sale, exchange, or settlement).
If an investment in a note is treated as a constructive ownership transaction, it is not clear to what extent any long-term capital gain of a United States holder in respect of the note will be recharacterized as ordinary income. It is possible, for example, that the amount of the Excess Gain (if any) that would be recharacterized as ordinary income in respect of the note will equal the excess of (i) any long-term capital gain recognized by the United States holder in respect of the note and attributable to Section 1260 Financial Assets, over (ii) the “net underlying long-term capital gain” (as defined in Section 1260 of the Code) such United States holder would have had if such United States holder had acquired an amount of the corresponding Section 1260 Financial Assets at fair market value on the original issue date for an amount equal to the portion of the issue price of the note attributable to the corresponding Section 1260 Financial Assets and sold such amount of Section 1260 Financial Assets upon the date of sale, exchange, or settlement of the note at fair market value (and appropriately taking into account any leveraged upside exposure). To the extent any gain is treated as long-term capital gain after application of the recharacterization rules of Section 1260 of the Code, such gain would be subject to U.S. federal income tax at the rates that would have been applicable to the net underlying long-term capital gain. United States holders should consult their tax advisors regarding the potential application of Section 1260 of the Code to an investment in the note.
Under Section 1260 of the Code, there is a presumption that the net underlying long-term capital gain is zero (with the result that the recharacterization and interest charge described above would apply to all of the gain from the notes that otherwise would have been long-term capital gain), unless the contrary is demonstrated by clear and convincing evidence. Holders will be responsible for obtaining information necessary to determine the net underlying long-term capital gain with respect to the corresponding Section 1260 Financial Assets, as we do not intend to supply holders with such information. Holders should consult with their tax advisor regarding the application of the constructive ownership transaction to their notes and the calculations necessary to comply with Section 1260 of the Code.
Alternative Treatments
Alternative tax treatments of the notes are also possible and the Internal Revenue Service might assert that a treatment
other than that described above is more appropriate. For example, it is possible that a holder would be required to include the Dividend Amount (including any interest earned thereon) in income over the term of the notes even though the holder will not receive any payments from us until maturity of the notes. In addition, it would also be possible to treat the notes, and the Internal Revenue Service might assert that the notes should be treated, as a single debt instrument. Such a debt instrument would be subject to the special tax rules governing contingent payment debt instruments. If the notes are so treated, a United States holder would generally be required to accrue interest currently over the term of the notes even though that holder will not receive any payments from us prior to maturity. In addition, any gain a United States holder might recognize upon the sale or maturity of the notes would be ordinary income and any loss recognized by a holder at such time would be ordinary loss to the extent of interest that same holder included in income in the current or previous taxable years in respect of the notes, and thereafter, would be capital loss.
Because of the absence of authority regarding the appropriate tax characterization of the notes, it is also possible that the Internal Revenue Service could seek to characterize the notes in a manner that results in other tax consequences that are different from those described above. For example, the Internal Revenue Service could possibly assert that any gain or loss that a holder may recognize upon the sale or maturity of the notes should be treated as ordinary gain or loss. In addition, it is possible that the amount a holder receives upon sale or maturity that is attributable to the Dividend Amount (and any interest earned thereon) will be taxable as ordinary income. Holders should consult their tax advisors as to the tax consequences of such characterizations and any possible alternative characterizations of the notes for U.S. federal income tax purposes.
The Internal Revenue Service has released a notice that may affect the taxation of holders of the notes. According to the notice, the Internal Revenue Service and the Treasury Department are actively considering whether the holder of an instrument such as the notes should be required to accrue ordinary income on a current basis, and they sought taxpayer comments on the subject. 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 notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The Internal Revenue Service and the Treasury Department are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital and whether the special “constructive ownership rules” of Section 1260 of the Code might be applied to such instruments. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations. We intend to treat the notes for U.S. federal income tax purposes in accordance with the treatment described in this pricing supplement unless and until such time as the Treasury Department and Internal Revenue Service determine that some other treatment is more appropriate.
Non-U.S. Holders
The notes are not intended for purchase by any investor that is not a United States person, as that term is defined for U.S. federal income tax purposes, and no dealer may make offers of the notes to any such investor. Notwithstanding this intended restriction on purchases, the following discussion applies to non-U.S. holders of the notes. A non-U.S. holder is a beneficial owner of a note that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation or a foreign estate or trust.
A “dividend equivalent” payment is treated as a dividend from sources within the U.S. and such payments generally would be subject to a 30% U.S. withholding tax if paid to a non-U.S. holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. Internal Revenue Service guidance provides that withholding on dividend equivalent payments will apply to specified ELIs that are delta-one instruments issued on or after January 1, 2017 and to all specified ELIs issued on or after January 1, 2019. Because the delta of the notes with respect to the Basket will be one, dividend equivalent payments will be subject to withholding. The dividend equivalent amounts may not necessarily be the same as the Dividend Amounts. We will not pay any additional amounts in respect of any dividend equivalent withholding.
Payments on the notes will not be subject to withholding if such payments are effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States (in which case, to avoid withholding, the non-U.S. holder will be required to provide a Form W-8ECI). To claim benefits under an income tax treaty, a non-U.S. holder must obtain a taxpayer identification number and certify as to its eligibility under the appropriate treaty’s limitations on benefits article, if applicable (which certification may generally be made on an Internal Revenue Service Form W-8BEN or W-8BEN-E, or a substitute or successor form). In addition, special rules may apply to claims for treaty benefits made by corporate non-U.S. holders. A non-U.S. holder that is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service. Non-U.S. holders must consult their tax advisors in this regard.
Except as discussed below, a non-U.S. holder will generally not be subject to U.S. federal income or withholding tax on any gain (not including for the avoidance of doubt any dividend equivalent withholding, which would be subject to the rules discussed above) upon the sale or maturity of the notes, provided that (i) the holder complies with any applicable certification requirements (which certification may generally be made on an Internal Revenue Service Form W-8BEN or W-8BEN-E, or a substitute or successor form), (ii) the payment is not effectively connected with the conduct by the holder of a U.S. trade or business, and (iii) if the holder is a non-resident alien individual, such holder is not present in the U.S. for 183 days or more during the taxable year of the sale or maturity of the notes. In the case of (ii) above, the holder generally would be subject to U.S. federal income tax with respect to any income or gain in the same manner as if the holder were a U.S. holder and, in the case of a holder that is a corporation, the holder may also be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable U.S. income tax treaty) of a portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business in the U.S., subject to certain adjustments. Payments made to a non-U.S. holder may be subject to information reporting and to backup withholding unless the holder complies with applicable certification and identification requirements as to its foreign status.
As discussed above, alternative characterizations of the notes for U.S. federal income tax purposes are possible. Should an alternative characterization, by reason of change or clarification of the law, by regulation or otherwise, cause payments as to the notes to become subject to withholding tax in addition to the withholding tax described above, we will withhold tax at the applicable statutory rate and we will not be required to pay any additional amounts in respect of such withholding. Prospective investors should consult their own tax advisors in this regard.
Backup Withholding and Information Reporting
Please see the discussion under “United States Federal Income Taxation—Other Considerations—Backup Withholding and Information Reporting” in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on your notes.
Foreign Account Tax Compliance Act
The Foreign Account Tax Compliance Act imposes a 30% U.S. withholding tax on certain U.S. source payments, including interest (and OID), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce U.S. source interest or dividends (“Withholdable Payments”), if paid to a foreign financial institution (including amounts paid to a foreign financial institution on behalf of a holder), unless such institution enters into an agreement with the Treasury Department to collect and provide to the Treasury Department substantial information regarding U.S. account holders, including certain account holders that are foreign entities with U.S. owners, with such institution. A note may constitute an account for these purposes. The legislation also generally imposes a withholding tax of 30% on Withholdable Payments made to a non-financial foreign entity unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owners or a certification identifying the direct and indirect substantial U.S. owners of the entity.
The U.S. Treasury Department and the IRS have announced that withholding on payments of gross proceeds from a sale or redemption of the notes will only apply to payments made after December 31, 2018. If we determine withholding is appropriate with respect to the notes, we will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding. Account holders subject to information reporting requirements pursuant to the Foreign Account Tax Compliance Act may include holders of the notes. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing the Foreign Account Tax Compliance Act may be subject to different rules. Holders are urged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in the notes.
USE OF PROCEEDS AND HEDGING
We will use the net proceeds we receive from the sale of the notes for the purposes we describe in the accompanying prospectus and the accompanying prospectus supplement under “Use of Proceeds.” We or our affiliates may also use those proceeds in transactions intended to hedge our respective obligations under the notes as described below.
We or our affiliates expect to enter into hedging transactions involving, among other transactions, purchases or sales of one or more of the Reference Shares, or listed or over-the-counter options, futures and other instruments linked to the Reference Shares. In addition, from time to time after we issue the notes, we or our affiliates expect to enter into additional hedging transactions and to unwind those we have entered into in connection with the notes. Consequently, with regard to the notes, we or our affiliates from time to time expect to acquire or dispose of the Reference Shares or positions in listed or over-the-counter options, futures or other instruments linked to one or more of the Reference Shares.
We or our affiliates may acquire a long position in securities similar to the notes from time to time and may, in our or their sole discretion, hold, resell or repurchase those securities.
In the future, we or our affiliates expect to close out hedge positions relating to the notes and possibly relating to other securities or instruments with returns linked to one or more of the Reference Shares. We expect these steps to involve sales of instruments linked to the Reference Shares on or shortly before the applicable valuation dates. These steps may also involve transactions of the type contemplated above. Notwithstanding the above, we are permitted to and may choose to hedge in any manner not stated above; similarly, we may elect not to enter into any such transactions. Investors will not have knowledge about our hedging positions.
We have no obligation to engage in any manner of hedging activity and will do so solely at our discretion and for our own account. No holder of any notes will have any rights or interest in our hedging activity or any positions we or any counterparty may take in connection with our hedging activity.
SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We, either ourselves or through BMOCM as agent, have entered into an arrangement with Raymond James, whereby Raymond James will act as an agent in connection with the distribution of the notes. Such distribution may occur on or subsequent to the Issue Date. The notes sold by Raymond James to investors will be offered at the issue price of $1,000 per note. Raymond James will receive licensing fees for its research related to the Reference Shares, as described in "Description of the Reference Shares—License Agreement."
We own, directly or indirectly, all of the outstanding equity securities of BMOCM, the agent for this offering. In accordance with FINRA Rule 5121, BMOCM may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.
We reserve the right to withdraw, cancel or modify the offering of the notes and to reject orders in whole or in part. You may cancel any order for the notes prior to its acceptance.
You should not construe the offering of the notes as a recommendation of the merits of acquiring an investment linked to any of the Reference Shares or investment advice, or as to the suitability of an investment in the notes.
We will deliver the notes on a date that is greater than three business days following the first Averaging Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than two business days prior to the issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
BMOCM may, but is not obligated to, make a market in the notes. BMOCM will determine any secondary market prices that it is prepared to offer in its sole discretion.
We may use the final pricing supplement relating to the notes in the initial sale. In addition, BMOCM or another of our affiliates may use the final pricing supplement in market-making transactions in any notes after their initial sale.
Unless BMOCM or we inform you otherwise in the confirmation of sale, the final pricing supplement is being used by BMOCM in a market-making transaction.
ADDITIONAL INFORMATION RELATING TO THE ESTIMATED INITIAL VALUE OF THE NOTES
Our estimated initial value of the notes on the date of this preliminary pricing supplement, and that will be set forth on the cover page of the final pricing supplement relating to the notes, equals the sum of the values of the following hypothetical components:
|
·
|
a fixed-income debt component with the same tenor as the notes, valued using our internal funding rate for structured notes; and
|
|
·
|
one or more derivative transactions relating to the economic terms of the notes.
|
The internal funding rate used in the determination of the initial estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The value of these derivative transactions are derived from our internal pricing models. These models are based on interest rates and other factors. As a result, the estimated initial value of the notes on the pricing date will be determined based on market conditions at that time.
EMPLOYEE RETIREMENT INCOME SECURITY ACT
A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the notes. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would involve a prohibited transaction under ERISA or the Code.
Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as individual retirement accounts, Keogh plans any other plans that are subject to Section 4975 of the Code (also “Plans”), from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the Plan. A violation of these prohibited transaction rules may result in excise tax or other liabilities under ERISA or the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”) are not subject to the requirements of Section 406 of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, non-U.S., or other laws (“Similar Laws”).
The acquisition of notes by a Plan or any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) with respect to which we or certain of our affiliates is or becomes a party in interest or disqualified person may result in a prohibited transaction under ERISA or Section 4975 of the Code, unless the notes are acquired pursuant to an applicable exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions, or “PTCEs,” that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of notes. These exemptions are PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers), PTCE 90-1 (for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 95-60 (for transactions involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed by in-house asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities offered hereby, provided that neither the issuer of notes offered hereby nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no more and receives no less than “adequate consideration” in connection with the transaction (the “Service Provider Exemption”). Any Plan fiduciary relying on the Service Provider Exemption and purchasing the notes on behalf of a Plan must initially make a determination that (x) the Plan is paying no more than, and is receiving no less than, “adequate consideration” in connection with the transaction and (y) neither we nor any of our affiliates directly or indirectly exercises any discretionary authority or control or renders investment advice with respect to the assets of the Plan which such fiduciary is using to purchase, both of which are necessary preconditions to reliance on the Service Provider Exemption. If we or any of our affiliates provides fiduciary investment management services with respect to a Plan’s acquisition of the notes, the Service Provider Exemption may not be available, and in that case, other exemptive relief would be required as precondition for purchasing the notes. Any Plan fiduciary considering reliance on the Service Provider Exemption is encouraged to consult with counsel regarding the availability of the exemption. There can be no assurance that any of the foregoing exemptions will be available with respect to any particular transaction involving the notes, or that, if an exemption is available, it will cover all aspects of any particular transaction.
Because we or our affiliates may be considered to be a party in interest with respect to many Plans, the notes may not be purchased, held or disposed of by any Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCE 96-23, 95-60, 91-38, 90-1, or 84-14 or the Service Provider Exemption, or such purchase, holding or disposition is not otherwise prohibited. Except as otherwise set forth in any applicable pricing supplement, by its purchase of any notes, each purchaser (whether in the case of the initial purchase or in the case of a subsequent transferee) will be deemed to have represented and agreed by its purchase and holding of the notes offered hereby that either (i) it is not and for so long as it holds a note, it will not be a Plan, a Plan Asset Entity, or a Non-ERISA Arrangement, or (ii) its purchase and holding of the notes will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of such a Non-ERISA Arrangement, under any Similar Laws.
In addition, any purchaser that is a Plan or a Plan Asset Entity or that is acquiring the notes on behalf of a Plan or a Plan Asset Entity, including any fiduciary purchasing on behalf of a Plan or Plan Asset entity, will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the notes that (a) neither we nor any of our respective affiliates or agents are a “fiduciary” (under Section 3(21) of ERISA, or under any final or proposed regulations thereunder, or with respect to a non-ERISA Arrangement under any Similar Laws with respect to the acquisition, holding or disposition of the notes, or as a result of any exercise by us or our affiliates or agents of any rights in connection with the notes, (b) no advice provided by us or any of our affiliates or agents has formed a primary basis for any investment decision by or on behalf of such purchaser in connection with the notes and the transactions contemplated with respect to the notes, and (c) such purchaser recognizes and agrees that any communication from us or any of our affiliates or agents to the purchaser with respect to the notes is not intended by us or any of our affiliates or agents to be impartial investment advice and is rendered in our or our affiliates’ or agents’ capacity as a seller of such notes and not a fiduciary to such purchaser.
Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is important that fiduciaries or other persons considering purchasing notes on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding the availability of exemptive relief under any of the PTCEs listed above, the Service Provider Exemption or the potential consequences of any purchase or holding under Similar Laws, as applicable. Purchasers of notes have exclusive responsibility for ensuring that their purchase and holding of notes do not violate the fiduciary or prohibited transaction rules of ERISA or the Code or any similar provisions of Similar Laws. The sale of any notes to a Plan, Plan Asset Entity or Non-ERISA Arrangement is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement or that such investment is appropriate for such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.