Subject to Completion. Dated
December 12, 2017
|
Deutsche
Bank AG
$
Callable Contingent Yield Securities Linked to the Least Performing of the S&P 500
®
Index
,
the EURO STOXX 50
®
Index and the iShares
®
China Large
-
Cap ETF due
April 15
,
2019
|
General
|
·
|
The Callable Contingent Yield Securities
(the “
securities
”) are linked to the least performing of the S&P 500
®
Index, the EURO STOXX
50
®
Index (each of the S&P
®
500 Index and the EURO STOXX 50
®
Index, an “
Index
,”
and collectively, the “
Indices
”) and the iShares
®
China Large-Cap ETF (the “
Fund
,”
and together with the Indices, the “
Underlyings
”) and may pay a Contingent Coupon of $25.50 per $1,000 Face
Amount of securities on the relevant quarterly Coupon Payment Dates, calculated based on a coupon rate of 10.20% per annum. Investors
will receive a Contingent Coupon on a Coupon Payment Date
only if
the Closing Levels of
all
the Underlyings
on the applicable quarterly Observation Date are greater than or equal to their respective Coupon Barriers (equal to 70.00% of
their respective Initial Levels). Otherwise, no Contingent Coupon will be payable with respect to that Observation Date. The securities
may not pay Contingent Coupons on some or all of the Coupon Payment Dates and, therefore, should
not
be viewed as
conventional debt securities with periodic coupon payments.
|
|
·
|
The Issuer may, in its sole discretion,
redeem the securities in whole, but not in part, on any Coupon Payment Date prior to the Maturity Date, which we refer to as the
“
Call Settlement Date
.” If the securities are redeemed by the Issuer, investors will receive a cash payment
per $1,000 Face Amount of securities on the Call Settlement Date equal to the Face Amount
plus
any Contingent Coupon that
may be due on such date. The securities will cease to be outstanding following an early redemption and no Contingent Coupon will
accrue or be payable following such early redemption.
|
|
·
|
A Knock-Out Event will occur if the Closing
Level of
any
Underlying is less than its Knock-Out Level (equal to 70.00% of its Initial Level) on
any
day from, but excluding, the Trade Date to, and including, the Final Valuation Date. If the securities are not redeemed by us prior
to maturity and either (i) a Knock-Out Event
has not
occurred or (ii) a Knock-Out Event
has
occurred
but
the
Final Level of the least performing Underlying, which we refer to as the “
Laggard Underlying
,” is
greater
than
or
equal to
its Initial Level, investors will receive a cash payment per $1,000 Face Amount of securities at maturity
equal to the Face Amount
plus
the Contingent Coupon otherwise due on such date. However, if the securities are not redeemed
by us, but a Knock-Out Event
has
occurred and the Final Level of the Laggard Underlying is
less than
its Initial
Level, for each $1,000 Face Amount of securities, investors will lose 1.00% of the Face Amount for every 1.00% by which the Final
Level of the Laggard Underlying is less than its Initial Level. The securities do not pay any dividends and investors should be
willing to lose some or all of their investment if the securities are not redeemed by us, but a Knock-Out Event has occurred and
the Final Level of
any
of the Underlyings is less than its Initial Level.
Any payment on the securities is subject
to the credit of the Issuer
.
|
|
·
|
Senior unsecured obligations of Deutsche
Bank AG due April 15, 2019
|
|
·
|
Minimum purchase of $1,000. Minimum denominations
of $1,000 (the “
Face Amount
”) and integral multiples thereof.
|
|
·
|
The securities are expected to price on
or about January 10, 2018 (the “
Trade Date
”) and are expected to settle on or about January 16, 2018 (the “
Settlement
Date
”).
|
Key Terms
Issuer:
|
Deutsche Bank AG, London Branch
|
Issue Price:
|
100% of the Face Amount
|
Underlyings:
|
Underlying
|
Ticker Symbol
|
Initial Level
†
|
Coupon Barrier / Knock-Out Level
†
|
|
The S&P 500
®
Index
|
SPX
|
|
|
|
The EURO STOXX 50
®
Index
|
SX5E
|
|
|
|
The iShares
®
China Large-Cap ETF
|
FXI
|
$
|
$
|
|
|
|
|
|
|
†
The
Initial Level, Coupon Barrier and Knock-Out Level for each Underlying will be determined on the Trade Date.
|
(
Key
Terms continued on next page
)
Investing in the securities involves
a number of risks
.
See
“
Risk Factors
”
beginning on page 7 of the accompanying product supplement
,
page PS
–
5
of the
accompanying prospectus supplement and page 13 of
the accompanying prospectus and
“
Selected Risk Considerations
”
beginning on page PS
–
13 of
this pricing supplement
.
The Issuer
’
s estimated value
of the securities on the Trade Date is approximately $949
.
25 to $969
.
25 per $1
,
000 Face Amount of securities
,
which is less than the Issue Price
.
Please see
“
Issuer’s Estimated Value of the Securities
”
on page PS
–
5 of this pricing supplement for additional information
.
By acquiring the securities
,
you
will be bound by and deemed irrevocably to consent to the imposition of any Resolution Measure
(
as defined below
)
by
the competent resolution authority
,
which may include the write down of all
,
or a portion
,
of any payment
on the securities or the conversion of the securities into ordinary shares or other instruments of ownership
.
If any Resolution
Measure becomes applicable to us
,
you may lose some or all of your investment in the securities
.
Please see
“
Resolution
Measures and Deemed Agreement
”
on page PS
–
5 of this pricing supplement for more information
.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of
this pricing supplement or the accompanying underlying supplement, product supplement, prospectus supplement or prospectus. Any
representation to the contrary is a criminal offense.
|
Price to Public
|
Discounts and Commissions
(1)
|
Proceeds to Us
|
Per Security
|
$1,000.00
|
$17.50
|
$982.50
|
Total
|
$
|
$
|
$
|
|
(1)
|
For more detailed information about discounts and commissions, please see “Supplemental Plan
of Distribution (Conflicts of Interest)” in this pricing supplement. The securities will be sold with varying underwriting
discounts and commissions in an amount not to exceed $17.50 per $1,000 Face Amount of securities. Deutsche Bank Securities Inc.
(“
DBSI
”) may pay a fee of up to $13.75 per $1,000 Face Amount of securities to CAIS Capital LLC with respect
to the securities for which CAIS Capital LLC acts as introducing broker.
|
The agent for this offering is our affiliate.
For more information, please see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.
The securities are not deposits or savings
accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other U
.
S
.
or foreign
governmental agency or instrumentality
.
Deutsche Bank Securities
January , 2018
(
Key Terms continued from previous page
)
|
Contingent Coupon Feature:
|
·
If
the Closing Levels of
all
the Underlyings on any Observation Date are
greater than
or
equal to
their respective
Coupon Barriers
, Deutsche Bank AG will pay you the Contingent Coupon per $1,000 Face Amount of securities applicable to such
Observation Date on the related Coupon Payment Date.
·
If
the Closing Level of
any
Underlying on any Observation Date is
less than
its Coupon Barrier
, the Contingent Coupon
per $1,000 Face Amount of securities applicable to such Observation Date will not be payable and Deutsche Bank AG will not make
any payment to you on the related Coupon Payment Date.
Non-payment of any Contingent Coupon will also result in the occurrence
of a Knock-Out Event as described below.
The Contingent Coupon will be a
fixed amount as set forth in the table under “Contingent Coupon” below, calculated based on a coupon rate of 10.20%
per annum. If the securities are redeemed by us prior to the Maturity Date, the applicable Contingent Coupon will be paid on the
corresponding Call Settlement Date and no further amounts will be paid on the securities.
|
Coupon Barrier:
|
For each Underlying, 70.00% of the Initial Level of such Underlying, as set forth in the table under “Underlyings” above
|
Observation Dates
1, 2
:
|
Quarterly on the dates set forth in the table under “Contingent Coupon” below
|
Coupon Payment Dates
1, 2
:
|
As set forth in the table under “Contingent Coupon” below. For the final Observation Date, the related Coupon Payment Date will be the Maturity Date.
|
Contingent Coupon:
|
The table below sets forth each Observation Date, Coupon Payment Date and Contingent Coupon applicable to such Observation Date.
|
|
Observation Date
|
Coupon Payment Date
|
Contingent Coupon
(per $1,000 Face Amount of
Securities)
|
|
April 10, 2018
|
April 13, 2018
|
$25.50
|
|
July 10, 2018
|
July 13, 2018
|
$25.50
|
|
October 10, 2018
|
October 15, 2018
|
$25.50
|
|
January 10, 2019
|
January 15, 2019
|
$25.50
|
|
April 10, 2019
(
Final Valuation Date
)
|
April 15, 2019
(
Maturity Date
)
|
$25.50
|
Early Redemption at Issuer’s Option:
|
The Issuer may, in its sole discretion, redeem the securities in whole, but not in part, on any Coupon Payment Date prior to the Maturity Date, which we refer to as the “
Call Settlement Date
,” upon written notice to the trustee prior to the relevant Coupon Payment Date. Upon an Early Redemption, you will receive a cash payment per $1,000 Face Amount of securities on the Call Settlement Date equal to the Face Amount
plus
any Contingent Coupon that may be due on such date. The securities will cease to be outstanding following an early redemption and no Contingent Coupon will accrue or be payable following such early redemption.
|
Knock-Out Event:
|
A Knock-Out Event occurs if, on
any
day during the Monitoring Period, the Closing Level of
any
Underlying is less than its Knock-Out Level.
|
Monitoring Period:
|
The period from, but excluding, the Trade Date to, and including, the Final Valuation Date
|
Knock-Out Level:
|
For each Underlying, 70.00% of the Initial Level of such Underlying, as set forth in the table under “Underlyings” above
|
Payment at Maturity:
|
If the securities are not redeemed by us prior to maturity, the payment you will receive at maturity will depend on whether or not a Knock-Out Event has occurred as well as the Final Level of the Laggard Underlying on the Final Valuation Date.
|
|
|
|
·
If
a Knock
-
Out Event
has not
occurred
(
meaning the Closing Level of
each
Underlying is greater than or
equal to its Knock
-
Out Level on
all
days during the Monitoring Period
), regardless of the Final Level of the
Laggard Underlying, you will receive a cash payment per $1,000 Face Amount of securities at maturity equal to the Face Amount
plus
the Contingent Coupon otherwise due on such date.
·
If
a Knock
-
Out Event
has
occurred
(
meaning the Closing Level of
any
Underlying is less than its Knock
-
Out
Level on
at least one
day during the Monitoring Period
)
but
the Final Level of the Laggard Underlying is
greater
than
or
equal to
its Initial Level
, you will receive a cash payment per $1,000 Face Amount of securities at maturity
equal to the Face Amount
plus
the Contingent Coupon otherwise due on such date.
·
If
a Knock
-
Out Event
has
occurred
and
the Final Level of the Laggard Underlying is
less than
its Initial
Level
, you will receive a cash payment per $1,000 Face Amount of securities at maturity calculated as follows,
plus
any
Contingent Coupon otherwise due on such date:
$1,000 +
($1,000 x Underlying Return of the Laggard Underlying)
If the securities
are not redeemed by us prior to maturity
,
but a Knock-Out Event has occurred and the Final Level of the Laggard Underlying
is less than its Initial Level, for each $1
,
000 Face Amount of securities, you will lose 1
.
00% of the Face Amount
for every 1
.
00% by which the Final Level of the Laggard Underlying is less than its Initial Level
.
In this circumstance
,
you will lose a some or all of your investment at maturity
.
Any payment at maturity is subject to the credit of the
Issuer
.
|
Laggard Underlying:
|
The Underlying with the lowest Underlying Return. If the calculation agent determines that any two or all three of the Underlyings have equal lowest Underlying Returns, then the calculation agent will, in its sole discretion, designate one of such Underlyings as the Laggard Underlying.
|
Underlying Return:
|
For each
Underlying, the performance of such Underlying from its Initial Level to its Final Level, calculated as follows:
Final
Level – Initial Level
Initial
Level
The
Underlying Return for each Underlying may be positive
,
zero or negative
.
|
Initial Level:
|
For each Underlying, the Closing Level of such Underlying on the Trade Date, as set forth in the table under “Underlyings” above
|
Final Level:
|
For each Underlying, the Closing Level of such Underlying on the Final Valuation Date
|
Closing Level:
|
For
the Fund, the closing price of one share of the Fund on the relevant date of calculation
multiplied by
the then-current
Share Adjustment Factor, as determined by the calculation agent.
For the Indices, the closing level
of the relevant Index on the relevant date of calculation.
|
Share Adjustment Factor:
|
Initially 1.0, subject to adjustment for certain actions affecting the Fund. See “Description of Securities — Anti-Dilution Adjustments for Funds” in the accompanying product supplement.
|
|
|
(
Key Terms continued on next page
)
(
Key Terms continued from previous page
)
|
|
Trade Date
2
:
|
January 10, 2018
|
Settlement Date
2
:
|
January 16, 2018
|
Final Valuation Date
1, 2
:
|
April 10, 2019
|
Maturity Date
1, 2
:
|
April 15, 2019
|
Listing:
|
The securities will not be listed on any securities exchange.
|
CUSIP / ISIN:
|
25155MGK1 / US25155MGK18
|
|
1
|
Subject to adjustment as described under “Description of Securities — Adjustments to
Valuation Dates and Payment Dates” in the accompanying product supplement. If an Observation Date is postponed, the related
Coupon Payment Date will be postponed as described under “Description of Securities — Adjustments to Valuation Dates
and Payment Dates” in the accompanying product supplement. If a Coupon Payment Date is postponed, the related Call Settlement
Date will be the Coupon Payment Date as postponed.
|
|
2
|
In the event that we make any changes to the expected Trade Date or Settlement Date, the Observation
Dates (including the Final Valuation Date), Coupon Payment Dates, Call Settlement Date and Maturity Date may be changed so that
the stated term of the securities remains the same.
|
Issuer
’
s Estimated Value of the Securities
The Issuer’s estimated value of the
securities is equal to the sum of our valuations of the following two components of the securities: (i) a bond and (ii) an embedded
derivative(s). The value of the bond component of the securities is calculated based on the present value of the stream of cash
payments associated with a conventional bond with a principal amount equal to the Face Amount of securities, discounted at an internal
funding rate, which is determined primarily based on our market-based yield curve, adjusted to account for our funding needs and
objectives for the period matching the term of the securities. The internal funding rate is typically lower than the rate we would
pay when we issue conventional debt securities on equivalent terms. This difference in funding rate, as well as the agent’s
commissions, if any, and the estimated cost of hedging our obligations under the securities, reduces the economic terms of the
securities to you and is expected to adversely affect the price at which you may be able to sell the securities in any secondary
market. The value of the embedded derivative(s) is calculated based on our internal pricing models using relevant parameter inputs
such as expected interest and dividend rates and mid-market levels of price and volatility of the assets underlying the securities
or any futures, options or swaps related to such underlying assets. Our internal pricing models are proprietary and rely in part
on certain assumptions about future events, which may prove to be incorrect.
The Issuer’s estimated value of the
securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the securities.
The difference between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date is due to the
inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our obligations under the securities
through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected cost of providing such
hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent in providing
such hedge.
The Issuer’s estimated value of the
securities on the Trade Date does not represent the price at which we or any of our affiliates would be willing to purchase your
securities in the secondary market at any time. Assuming no changes in market conditions or our creditworthiness and other relevant
factors, the price, if any, at which we or our affiliates would be willing to purchase the securities from you in secondary market
transactions, if at all, would generally be lower than both the Issue Price and the Issuer’s estimated value of the securities
on the Trade Date. Our purchase price, if any, in secondary market transactions will be based on the estimated value of the securities
determined by reference to (i) the then-prevailing internal funding rate (adjusted by a spread) or another appropriate measure
of our cost of funds and (ii) our pricing models at that time, less a bid spread determined after taking into account the size
of the repurchase, the nature of the assets underlying the securities and then-prevailing market conditions. The price we report
to financial reporting services and to distributors of our securities for use on customer account statements would generally be
determined on the same basis. However, during the period of approximately three months beginning from the Trade Date, we or our
affiliates may, in our sole discretion, increase the purchase price determined as described above by an amount equal to the declining
differential between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date, prorated over
such period on a straight-line basis, for transactions that are individually and in the aggregate of the expected size for ordinary
secondary market repurchases.
Resolution Measures and Deemed Agreement
On
May 15, 2014, the European Parliament and the Council of the European Union adopted a directive establishing a framework for the
recovery and resolution of credit institutions and investment firms (commonly referred to as the “
Bank Recovery and Resolution
Directive
”). The Bank Recovery and Resolution Directive required each member state of the European Union to adopt and
publish by December 31, 2014 the laws, regulations and administrative provisions necessary to comply with the Bank Recovery and
Resolution Directive. Germany adopted the Recovery and Resolution Act (
Sanierungs
-
und Abwicklungsgesetz
, or the
“
Resolution Act
”), which became effective on January 1, 2015. The Bank Recovery and Resolution Directive and
the Resolution Act provided national resolution authorities with a set of resolution powers to intervene in the event that a bank
is failing or likely to fail and certain other conditions are met. From January 1, 2016, the power to initiate resolution measures
applicable to significant banking groups (such as Deutsche Bank Group) in the European Banking Union has been transferred to the
European Single Resolution Board which, based on the European Union regulation establishing uniform rules and a uniform procedure
for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a
Single Resolution Fund (the “
SRM Regulation
”), works in close cooperation with the European Central Bank, the
European Commission and the national resolution authorities. Pursuant to the SRM Regulation, the Resolution Act and other applicable
rules and regulations, the securities may be subject to any Resolution Measure by the competent resolution authority if we become,
or are deemed by the competent supervisory authority to have become, “non-viable” (as defined under the then applicable
law) and are unable to continue our regulated banking activities without a Resolution Measure becoming applicable to us. By acquiring
the securities, you will be bound by and deemed irrevocably to consent to the provisions set forth in the accompanying prospectus,
which we have summarized below.
By
acquiring the securities, you will be bound by and deemed irrevocably to consent to the imposition of any Resolution Measure by
the competent resolution authority. Under the relevant resolution laws and regulations as applicable to us from time to time, the
securities may be subject to the powers exercised by the competent resolution authority to: (i) write down, including to zero,
any payment (or delivery obligations) on the securities; (ii) convert the securities into ordinary shares of (a) the Issuer, (b)
any group entity or (c) any bridge bank or other instruments of ownership of such entities qualifying as common equity tier 1 capital;
and/or (iii) apply any other resolution measure including, but not limited to, any transfer of the securities to another entity,
the amendment, modification or variation of the terms and conditions of the securities or the cancellation of the securities. We
refer to each of these measures as a “
Resolution Measure
.” A “group entity” refers to an entity
that is included in the corporate group subject to a Resolution Measure. A “bridge bank” refers to a newly chartered
German bank that would receive some or all of our assets, liabilities and material contracts, including those attributable to our
branches and subsidiaries, in a resolution proceeding.
Furthermore,
by acquiring the securities, you:
|
·
|
are deemed irrevocably
to have agreed, and you will agree: (i) to be bound by, to acknowledge and to accept any Resolution Measure and any amendment,
modification or variation of the terms and conditions of the securities to give effect to any Resolution Measure; (ii) that you
will have no claim or other right against us arising out of any Resolution Measure; and (iii) that the imposition of any Resolution
Measure will not constitute a default or an event of default under the securities, under the senior indenture dated November 22,
2006 among us, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as issuing agent,
paying agent, authenticating agent and registrar, as amended and supplemented from time to time (the “
Indenture
”),
or for the purposes of, but only to the fullest extent permitted by, the Trust Indenture Act of 1939, as amended (the “
Trust
Indenture Act
”);
|
|
·
|
waive, to the
fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the trustee and the paying agent,
the issuing agent and the registrar (each, an “
indenture agent
”) for, agree not to initiate a suit against the
trustee or the indenture agents in respect of, and agree that the trustee and the indenture agents will not be liable for, any
action that the trustee or the indenture agents take, or abstain from taking, in either case in accordance with the imposition
of a Resolution Measure by the competent resolution authority with respect to the securities; and
|
|
·
|
will be deemed
irrevocably to have: (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by
the competent resolution authority of its decision to exercise such power with respect to the securities; (ii) authorized, directed
and requested The Depository Trust Company (“
DTC
”) and any direct participant in DTC or other intermediary through
which you hold such securities to take any and all necessary action, if required, to implement the imposition of any Resolution
Measure with respect to the securities as it may be imposed, without any further action or direction on your part or on the part
of the trustee or the indenture agents; and (iii) acknowledged and accepted that the Resolution Measure provisions described herein
and in the “Resolution Measures” section of the accompanying prospectus are exhaustive on the matters described herein
and therein to the exclusion of any other agreements, arrangements or understandings between
|
you
and the Issuer relating to the terms and conditions of the securities.
This
is only a summary
,
for more information please see the accompanying prospectus dated April 27
,
2016
,
including
the risk factors beginning on page 13 of such prospectus
.
Additional Terms Specific to the Securities
You should read this pricing supplement
together with underlying supplement No. 1 dated August 17, 2015, product supplement B dated July 31, 2015, the prospectus supplement
dated July 31, 2015 relating to our Series A global notes of which these securities are a part and the prospectus dated April 27,
2016. Delaware Trust Company, which acquired the corporate trust business of Law Debenture Trust Company of New York, is the successor
trustee of the securities. When you read the accompanying underlying supplement, product supplement and prospectus supplement,
please note that all references in such supplements to the prospectus dated July 31, 2015, or to any sections therein, should refer
instead to the accompanying prospectus dated April 27, 2016 or to the corresponding sections of such prospectus, as applicable,
unless otherwise specified or the context otherwise requires. You may access these documents on the website of the Securities and
Exchange Commission (the “
SEC
”) at
.
www.sec.gov as follows (or if such address
has changed, by reviewing our filings for the relevant date on the SEC website):
|
·
|
Underlying supplement No. 1 dated August
17, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006546/crt_dp58829-424b2.pdf
|
·
|
Product supplement B dated July 31, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006059/crt_dp58181-424b2.pdf
|
·
|
Prospectus supplement dated July 31, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006048/crt-dp58161_424b2.pdf
|
·
|
Prospectus dated April 27, 2016:
|
https://www.sec.gov/Archives/edgar/data/1159508/000119312516559607/d181910d424b21.pdf
Our Central Index Key, or CIK, on the SEC
website is 0001159508. As used in this pricing supplement, “
we
,” “
us
” or “
our
”
refers to Deutsche Bank AG, including, as the context requires, acting through one of its branches.
This pricing supplement, together with the
documents listed above, contains the terms of the securities and supersedes all other prior or contemporaneous oral statements
as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures
for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other
things, the matters set forth in this pricing supplement and in “Risk Factors” in the accompanying product supplement,
prospectus supplement and prospectus, as the securities involve risks not associated with conventional debt securities. We urge
you to consult your investment, legal, tax, accounting and other advisers before deciding to invest in the securities.
You may revoke your offer to purchase
the securities at any time prior to the time at which we accept such offer by notifying the applicable agent
.
We reserve
the right to change the terms of
,
or reject any offer to purchase
,
the securities prior to their issuance
.
We
will notify you in the event of any changes to the terms of the securities and you will be asked to accept such changes in connection
with your purchase of any securities
.
You may choose to reject such changes
,
in which case we may reject your offer
to purchase the securities
.
Hypothetical Examples
The tables and hypothetical examples set
forth below are for illustrative purposes only. The actual return applicable to a purchaser of the securities will depend on the
Closing Levels of the Underlyings on each day during the Monitoring Period and the Observation Dates (including the Final Valuation
Date) and whether the securities are redeemed by us prior to the Maturity Date. The following results are based
solely
on
the hypothetical examples cited below. You should consider carefully whether the securities are suitable to your investment goals.
The numbers appearing in the tables and hypothetical examples below may have been rounded for ease of analysis and it has been
assumed that no event affecting the Fund has occurred during the term of the securities that would cause the calculation agent
to adjust the Share Adjustment Factor.
If the securities
are
redeemed
by us prior to maturity
:
The Issuer may, in its sole discretion,
redeem the securities in whole, but not in part, on any Coupon Payment Date prior to the Maturity Date. Therefore, the term of
the securities may be as short as approximately three months. The following table illustrates the hypothetical payment on the securities
(excluding any Contingent Coupon payment) per $1,000 Face Amount of securities upon an early redemption.
Potential
Call Settlement Date
|
Hypothetical
Payment upon an Early Redemption at Issuer
’
s Option
($) (per $1,000 Face Amount of securities)
|
April 13, 2018
|
$1,000.00
|
July 13, 2018
|
$1,000.00
|
October 15, 2018
|
$1,000.00
|
January 15, 2019
|
$1,000.00
|
If the securities are redeemed by us prior
to maturity, you will receive a cash payment per $1,000 Face Amount of securities on the Call Settlement Date equal to the Face
Amount
plus
any Contingent Coupon that may be due on such date. The securities will cease to be outstanding following an
early redemption and no Contingent Coupon will accrue or be payable following such early redemption.
The following hypothetical example illustrates
how the payment on the securities upon an early redemption is calculated as well as how the payment of any Contingent Coupons will
be determined. The example below reflects the Contingent Coupon of $25.50 that may be payable on one or more of the Coupon Payment
Dates.
Example 1
:
The Closing Levels
of all the Underlyings are greater than or equal to their respective Coupon Barriers on the first and third Observation Dates
.
The Issuer elects to redeem the securities on the third Coupon Payment Date
. Because the Closing Levels of
all
the Underlyings on the first and third Observation Dates are greater than or equal to their respective Coupon Barriers, but the
Closing Level of
at least one
Underlying is less than its Coupon Barrier on the second Observation Date, the investor
will receive the Contingent Coupon of $25.50 on each of the first and third Coupon Payment Dates, but not on the second Coupon
Payment Date. Because the Issuer has elected to redeem the securities, the investor will receive a cash payment of $1,000.00 per
$1,000 Face Amount of securities (excluding any Contingent Coupon) on the Call Settlement Date. As a result, the investor will
receive a total of $1,051.00 per $1,000 Face Amount of securities over the approximately nine months the securities were outstanding
before they were redeemed by the Issuer, which is equal to the Face Amount
plus
the Contingent Coupons due on the first
and third Coupon Payment Dates. The securities will cease to be outstanding following the early redemption and no Contingent Coupon
will accrue or be payable following such early redemption.
If the securities
are not
redeemed by us prior to maturity
:
The following table illustrates the hypothetical
Payments at Maturity (excluding any Contingent Coupon) per $1,000 Face Amount of securities for a hypothetical range of performances
of the Laggard Underlying if the securities are
not
redeemed by us prior to maturity
.
The hypothetical Payments at Maturity set forth in the table below reflect the Coupon Barrier and Knock-Out Level for each Underlying
equal to 70.00% of its Initial Level. The actual Initial Level, Coupon Barrier and Knock-Out Level for each Underlying will be
determined on
the Trade Date.
We make no representation or warranty as to which
of the Underlyings will be the Laggard Underlying for purposes of calculating the Payment at Maturity
.
Hypothetical
Underlying Return of the Laggard Underlying
(
%
)
|
A Knock
-
Out Event
Has Not
Occurred
|
A Knock
-
Out Event
Has
Occurred
|
Hypothetical
Payment at Maturity
($) (
excluding
any Contingent Coupon)
|
Hypothetical
Return on the Securities
(
%
) (
excluding
any Contingent Coupon)
|
Hypothetical
Payment at Maturity
($) (
excluding
any Contingent Coupon)
|
Hypothetical
Return on the Securities
(
%
) (
excluding
any Contingent Coupon)
|
100.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
90.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
80.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
70.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
60.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
50.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
40.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
30.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
20.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
10.00%
|
$1,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
0
.
00%
|
$1,000.00
|
0.00%
|
$1
,
000
.
00
|
0
.
00%
|
-1.00%
|
$1,000.00
|
0.00%
|
$990.00
|
-1.00%
|
-10.00%
|
$1,000.00
|
0.00%
|
$900.00
|
-10.00%
|
-20.00%
|
$1,000.00
|
0.00%
|
$800.00
|
-20.00%
|
-
30
.
00%
|
$1
,
000
.
00
|
0
.
00%
|
$700.00
|
-30.00%
|
-31.00%
|
N/A
|
N/A
|
$690.00
|
-31.00%
|
-40.00%
|
N/A
|
N/A
|
$600.00
|
-40.00%
|
-50.00%
|
N/A
|
N/A
|
$500.00
|
-50.00%
|
-60.00%
|
N/A
|
N/A
|
$400.00
|
-60.00%
|
-70.00%
|
N/A
|
N/A
|
$300.00
|
-70.00%
|
-80.00%
|
N/A
|
N/A
|
$200.00
|
-80.00%
|
-90.00%
|
N/A
|
N/A
|
$100.00
|
-90.00%
|
-100.00%
|
N/A
|
N/A
|
$0.00
|
-100.00%
|
N/A: Not applicable because a Knock-Out
Event occurs if the Closing Level of any Underlying is less than its Knock-Out Level on any day during the Monitoring Period,
including
on the Final Valuation Date.
The following hypothetical examples illustrate
how the payments on the securities set forth in the table immediately above are calculated as well as how the payment of any Contingent
Coupons will be determined. The examples below reflect the Contingent Coupon of $25.50 that may be payable on one or more of the
Coupon Payment Dates.
Example 1
:
The Closing Levels
of all the Underlyings on each Observation Date are greater than or equal to their respective Coupon Barriers, a Knock
-
Out
Event
has not
occurred, and the Final Level of the Laggard Underlying is greater than its Initial Level
,
resulting
in a positive Underlying Return of the Laggard Underlying
. Because the Closing Levels of all the Underlyings were greater than
or equal to their respective Knock-Out Levels on all days during the Monitoring Period, a Knock-Out Event has not occurred. Thus,
even though the Underlying Return of the Laggard Underlying is positive, the investor will not participate in the positive performance
of the Laggard Underlying and will receive on the Maturity Date a cash payment of $1,000.00 per $1,000 Face Amount of securities
(excluding any Contingent Coupon).
Because the Closing Levels of
all
the Underlyings on each Observation Date are greater than or equal to their respective Coupon Barriers, the investor will receive
the Contingent Coupon of $25.50 on each Coupon Payment Date, including on the Maturity Date. As a result, the investor will receive
a total of $127.50 per $1,000 Face Amount of securities over the approximately one year and three month term of the securities.
Example 2
:
The Closing Levels
of all the Underlyings on each Observation Date are greater than or equal to their respective Coupon Barriers, a Knock
-
Out
Event
has not
occurred and the Final Level of the Laggard Underlying is less than its Initial Level
,
resulting in
a negative Underlying Return of the Laggard Underlying
. Because the Closing Levels of all the Underlyings were greater than
or equal to their respective Knock-Out Levels on all days during the Monitoring Period, a Knock-Out Event has not occurred. Thus,
even though the Underlying Return of the Laggard Underlying is negative, the investor will receive on the Maturity Date a cash
payment of $1,000.00 per $1,000 Face Amount of securities (excluding any Contingent Coupon).
Because the Closing Levels of
all
the Underlyings on each Observation Date are greater than or equal to their respective Coupon Barriers, the investor will receive
the Contingent Coupon of $25.50 on each Coupon Payment Date, including on the Maturity Date. As a result, the investor will receive
a total of $127.50 per $1,000 Face Amount of securities over the approximately one year and three month term of the securities.
Example 3: The Closing Levels of all
the Underlyings are greater than or equal to their respective Coupon Barriers on the first, third and final Observation Dates and
a Knock-Out Event
has
occurred. The Final Level of the Laggard Underlying is greater than its Initial Level
. Because
the Closing Level of at least one Underlying was less than its Knock-Out Level on at least one day during the Monitoring Period,
a Knock-Out Event has occurred. Because the Final Level of the Laggard Underlying is greater than its Initial Level and a Knock-Out
Event has occurred, the investor will receive on the Maturity Date a cash payment of $1,000.00 per $1,000 Face Amount of securities
(excluding any Contingent Coupon).
Because the Closing Levels of
all
the Underlyings on the first, third and final Observation Dates are greater than or equal to their respective Coupon Barriers,
but the Closing Level of
at least one
Underlying is less than its Coupon Barrier on each of the other Observation
Dates, the investor will receive the Contingent Coupon of $25.50 on the first and third Coupon Payment Dates and on the Maturity
Date, but not on the other Coupon Payment Dates. As a result, the investor will receive a total of $1,076.50 per $1,000 Face Amount
of securities over the approximately one year and three month term of the securities.
Example 4
:
The Closing Levels
of all the Underlyings are greater than or equal to their respective Coupon Barriers on the third and final Observation Dates and
a Knock
-
Out Event
has
occurred. The Final Level of the Laggard Underlying is less than its Initial Level
,
resulting
in an Underlying Return of the Laggard Underlying of
-
20
.
00%
. Because the Closing Level of at least one Underlying
was less than its Knock-Out Level on at least one day during the Monitoring Period, a Knock-Out Event has occurred. Because a Knock-Out
Event has occurred and the Final Level of the Laggard Underlying is less than its Initial Level, the investor will receive on the
Maturity Date a cash payment of $800.00 per $1,000 Face Amount of securities (excluding any Contingent Coupon), calculated as follows:
$1,000
+ ($1,000 x Underlying Return of the Laggard Underlying)
$1,000
+ ($1,000 x -20.00%) = $800.00
Because the Closing Levels of
all
the Underlyings on the third and final Observation Date are greater than or equal to their respective Coupon Barriers, but the
Closing Level of
at least one
Underlying is less than its Coupon Barrier on each of the other Observation Dates,
the investor will receive the Contingent Coupon on the third Coupon Payment Date and the on the Maturity Date, but not on the other
Coupon Payment Dates. As a result, the investor will receive a total of $1,051.00 per $1,000 Face Amount of securities over the
approximately one year and three month term of the securities.
Example 5
:
The Closing Level of
at least one Underlying is less than its Coupon Barrier on each Observation Date and a Knock
-
Out Event
has
occurred.
The Final Level of the Laggard Underlying is less than its Initial Level
,
resulting in an Underlying Return of the Laggard
Underlying of
-
70
.
00%
. Because the Closing Level of at least one Underlying was less than its Knock-Out Level
on at least one day during the Monitoring Period, a Knock-Out Event has occurred. Because a Knock-Out Event has occurred and the
Final Level of the Laggard Underlying is less than its Initial Level, the investor will receive on the Maturity Date a cash payment
of $300.00 per $1,000 Face Amount of securities (excluding any Contingent Coupon), calculated as follows:
$1,000
+ ($1,000 x Underlying Return of the Laggard Underlying)
$1,000
+ ($1,000 x -70.00%) = $300.00
Because the Closing Level of
at least
one
Underlying is less than its Coupon Barrier on each Observation Date (including the final Observation Date), the investor
will not receive any Contingent Coupon over the entire term of the securities. As a result, the investor will receive only $300.00
per $1,000 Face Amount of securities over the approximately one year and three month term of the securities.
Selected Purchase Considerations
|
·
|
THE SECURITIES MAY OFFER A HIGHER
,
THOUGH CONTINGENT
,
COUPON THAN THE YIELD ON DEBT SECURITIES OF COMPARABLE MATURITY ISSUED BY US OR AN ISSUER WITH A COMPARABLE
CREDIT RATING
— The securities will pay a Contingent Coupon
only if
the Closing Levels of
all
the Underlyings are greater than or equal to their respective Coupon Barriers on the applicable quarterly Observation Date. Payment
of a Contingent Coupon may result in a higher yield than that received on debt securities of comparable maturity issued by us or
an issuer with a comparable credit rating,
but
is subject to the risk that the Closing Level of
any
Underlying will be less than its Coupon Barrier on an Observation Date and the resulting forfeiture of the Contingent Coupon for
that entire period, as well as the risk of losing some or all of your investment if the
|
securities are not redeemed by
us, but a Knock-Out Event has occurred and the Final Level of the Laggard Underlying is less than its Initial Level.
Any payment
on the securities is subject to our ability to satisfy our obligations as they become due
.
|
·
|
LIMITED PROTECTION AGAINST LOSS
— If the securities are not redeemed by us prior to maturity and either (i) a Knock-Out Event
has not
occurred or
(ii) a Knock-Out Event
has
occurred
but
the Final Level of the Laggard Underlying is
greater than
or
equal
to
its Initial Level, you will receive a cash payment per $1,000 Face Amount of securities at maturity equal to the Face Amount
plus
the Contingent Coupon otherwise due on such date. However, if the securities are not redeemed by us prior to maturity,
but a Knock-Out Event
has
occurred and the Final Level of the Laggard Underlying is
less than
its Initial Level,
for each $1,000 Face Amount of securities, you will lose 1.00% of the Face Amount for every 1.00% by which the Final Level of the
Laggard Underlying is less than its Initial Level.
In this circumstance
,
you will lose some or all of your investment
in the securities at maturity
.
|
|
·
|
POTENTIAL EARLY EXIT AS A RESULT OF
EARLY REDEMPTION AT ISSUER
’
S OPTION
— While the original term of the securities is approximately one year
and three months, the securities may be redeemed by us, in our sole discretion, in whole, but not in part, on any Coupon Payment
Date prior to the Maturity Date, and you will receive a cash payment per $1,000 Face Amount of securities on the Call Settlement
Date equal to the Face Amount
plus
any Contingent Coupon that may be due on such date. Therefore, the term of the securities
could be as short as approximately three months. No Contingent Coupon will accrue or be payable following an early redemption.
For the avoidance of doubt, the discounts and commissions described on the cover of this pricing supplement will not be rebated
or subject to amortization if the securities are redeemed by us.
|
|
·
|
CONTINGENT COUPONS
— Unless
the securities are previously redeemed by us, the Contingent Coupon, if any, will be paid in arrears on the relevant Coupon Payment
Date
only if
the Closing Levels of
all
the Underlyings on the applicable quarterly Observation Date
are greater than or equal to their respective Coupon Barriers.
If the Closing Level of at least one Underlying on each Observation
Date is less than its Coupon Barrier
,
you will not receive any Contingent Coupons for the entire term of the securities
.
|
|
·
|
RETURN LINKED TO THE LEAST PERFORMING
OF THE THREE UNDERLYINGS
— The return on the securities, which may be positive, zero or negative, is linked to the least
performing of the S&P 500
®
Index, the EURO STOXX 50
®
Index and the iShares
®
China
Large-Cap ETF as described herein. If the securities are not redeemed by us prior to maturity, the Payment at Maturity you receive,
if any, will be determined
solely
by reference to the performance of the Laggard Underlying.
|
S&P
500
®
Index
The S&P 500
®
Index is intended to provide a performance benchmark for the U.S. equity markets. The calculation of the level of the S&P 500
®
Index is based on the relative value of the aggregate market value of the shares of 500 companies as of a particular time as compared
to the aggregate average market value of the shares of 500 similar companies during the base period of the years 1941 through 1943.
In addition, as of July 31, 2017, the securities of companies with multiple share class structures are no longer eligible to be
added to the S&P 500
®
Index. This change does not affect securities that were already included in the S&P
500
®
Index as of July 31, 2017 or any new public company spun off from such a constituent.
This is only a summary
of the S&P 500
®
Index
.
For more information on the S&P 500
®
Index
,
including information concerning its composition
,
calculation methodology and adjustment policy
,
please see the
section entitled “The S&P Dow Jones Indices
—
The S&P U
.
S
.
Indices — The S&P
500
®
Index
”
in the accompanying underlying supplement No
.
1 dated August 17
,
2015
.
EURO
STOXX 50
®
Index
The EURO STOXX 50
®
Index is composed of the stocks of 50 major companies in the Eurozone. These companies include market sector leaders from within
the 19 EURO STOXX
®
Supersector indices, which represent the Eurozone portion of the STOXX Europe 600
®
Supersector indices. The STOXX Europe 600
®
Supersector indices contain the 600 largest stocks traded on the major
exchanges of 18 European countries.
This is only a summary of the EURO STOXX 50
®
Index
.
For more
information on the EURO STOXX 50
®
Index
,
including information concerning its composition
,
calculation
methodology and adjustment policy
,
please see the section entitled “The STOXX Indices — The EURO STOXX 50
®
Index” in the accompanying underlying supplement No
.
1 dated August 17
,
2015
.
iShares
®
China Large
-
Cap ETF
The iShares
®
China
Large-Cap ETF is an exchange-traded fund managed by iShares Trust, a registered investment company. The iShares Trust consists
of numerous separate investment portfolios, including the iShares
®
China Large-Cap ETF. BlackRock Fund Advisors
(the “
Fund Advisor
”) is the investment adviser of the iShares
®
China Large-Cap ETF. The iShares
®
China Large-Cap ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees
and expenses, of the FTSE China 50 Index (the “
Tracked Index
”), which represents the performance of the largest
companies in the Chinese equity market that are available to international investors. The Tracked Index consists of 50 of the largest
and most liquid Chinese companies that trade on the Stock Exchange of Hong Kong. The component stocks included in the Tracked
Index are weighted based on the total market value of their shares (but capped at 10% to avoid over-concentration in any one component
stock), so that component stocks with higher total market values generally have a higher representation in the Tracked Index. The
iShares
®
China Large-Cap ETF trades on the NYSE Arca under the ticker symbol “FXI.”
This is only
a summary of the iShares
®
China Large
-
Cap ETF
.
For more information on the iShares
®
China
Large
-
Cap ETF
,
please see the section entitled “The iShares Exchange Traded Funds
—
iShares
®
China
Large-Cap ETF
”
in the accompanying underlying supplement No
.
1 dated August 17
,
2015
.
For more
information on the FTSE China 50 Index
,
please see the section entitled “The FTSE China 50 Index
”
in
the accompanying underlying supplement No
.
1 dated August 17
,
2015
.
|
·
|
TAX CONSEQUENCES
— Due to
the lack of direct legal authority, there is substantial uncertainty regarding the U.S. federal income tax consequences of an investment
in the securities. In determining our responsibilities for information reporting and withholding, if any, we intend to treat the
securities as prepaid financial contracts that are not debt, with associated contingent coupons that constitute ordinary income
and that, when paid to a non-U.S. holder, are generally subject to 30% (or lower treaty rate) withholding. Our special tax counsel,
Davis Polk & Wardwell LLP, has advised that while it believes this treatment to be reasonable, it is unable to conclude that
it is more likely than not that this treatment will be upheld, and that other reasonable treatments are possible that could materially
affect the timing and character of income or loss on your securities. If this treatment is respected, you generally should recognize
short-term capital gain or loss on the taxable disposition of your securities (including retirement), unless you have held the
securities for more than one year, in which case your gain or loss should be long-term capital gain or loss. However, it is likely
that any sales proceeds that are attributable to the next succeeding contingent coupon after it has been fixed will be treated
as ordinary income and also possible that any sales proceeds attributable to the next succeeding contingent coupon prior to the
time it has been fixed will be treated as ordinary income.
|
In 2007, the U.S. Treasury Department
and the Internal Revenue Service (the “
IRS
”) released a notice requesting comments on various issues regarding
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in
particular on whether beneficial owners of these instruments should be required to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
the relevance of factors such as the nature of the underlying property to which the instruments are linked; and the degree, if
any, to which income (including any mandated accruals) realized by non-U.S. persons should be subject to withholding tax. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially affect the tax consequences of an investment in the securities, possibly with
retroactive effect.
As discussed in the section of
the accompanying product supplement entitled “U.S. Federal Income Tax Consequences — ‘FATCA’ Legislation,”
it would be prudent to assume that an applicable withholding agent will treat payments in respect of the securities and gross proceeds
from any taxable disposition of a security (including retirement) as subject to withholding under FATCA. However, under a recent
IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other than any amount treated as interest) from
the taxable disposition of a security occurring before January 1, 2019. You should consult your tax adviser regarding the potential
application of FATCA to the securities.
Section 871(m) of the Code and
Treasury regulations promulgated thereunder (“
Section 871
(
m
)”) generally impose a 30% withholding tax
(unless an income tax treaty applies) on dividend equivalents paid or deemed paid to non-U.S. holders with respect to certain financial
instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding
regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable Treasury
regulations (such an index, a “
Qualified Index
”). Additionally, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2019 that do not have a delta of one with respect to underlying securities
that could pay U.S.-source dividends for U.S. federal income tax purposes (each, an “
Underlying Security
”).
Based on certain determinations made by us, we expect that Section 871(m) will not apply to the securities with regard to non-U.S.
holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex
and its application may depend on your particular circumstances,
including whether you enter into
other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the securities. You should consult your tax adviser regarding
the potential application of Section 871(m) to the securities.
You should review carefully the
section of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences.” The preceding discussion,
when read in combination with that section, constitutes the full opinion of our special tax counsel regarding the material U.S.
federal income tax consequences of owning and disposing of the securities.
Under current law, the United
Kingdom will not impose withholding tax on payments made with respect to the securities.
For a discussion of certain German
tax considerations relating to the securities, you should refer to the section in the accompanying prospectus supplement entitled
“Taxation by Germany of Non-Resident Holders.”
You should consult your tax
adviser regarding the U
.
S
.
federal tax consequences of an investment in the securities
(
including possible
alternative treatments and the issues presented by the 2007 notice
),
as well as tax consequences arising under the laws
of any state
,
local or non
-
U
.
S
.
taxing jurisdiction
.
Selected
Risk Considerations
An investment in the securities involves
significant risks. Investing in the securities is not equivalent to investing directly in the Underlyings or in any of the components
of the Underlyings. In addition to these selected risk considerations, you should review the “Risk Factors” sections
of the accompanying product supplement, prospectus supplement and prospectus.
|
·
|
YOUR INVESTMENT IN THE SECURITIES MAY
RESULT IN A LOSS
— The securities do not guarantee any return of your investment. The return on the securities at maturity
will depend on whether a Knock-Out Event has occurred as well as the performance of the Laggard Underlying. If the securities are
not redeemed by us prior to maturity, you will receive a cash payment per $1,000 Face Amount of securities on the Maturity Date
equal to the Face Amount
plus
the Contingent Coupon otherwise due on such date
only if
either (i) a Knock-Out
Event
has not
occurred or (ii) a Knock-Out Event
has
occurred
but
the Final Level of the Laggard Underlying
is
greater than
or
equal to
its Initial Level. However, if the securities are not redeemed by us prior to maturity,
but a Knock-Out Event
has
occurred and the Final Level of the Laggard Underlying is
less than
its Initial Level,
for each $1,000 Face Amount of securities, you will lose 1.00% of the Face Amount for every 1.00% by which the Final Level of the
Laggard Underlying is less than its Initial Level.
In this circumstance
,
you will lose some or all of your investment
at maturity
.
Any payment on the securities is subject to our ability to satisfy our obligations as they become due
.
|
|
·
|
YOUR RETURN ON THE SECURITIES IS LIMITED
TO THE FACE AMOUNT PLUS CONTINGENT COUPONS
(
IF ANY
)
AND YOU WILL NOT PARTICIPATE IN ANY INCREASE IN THE PRICES OR
LEVELS
,
AS APPLICABLE
,
OF THE UNDERLYINGS
— The securities will not pay more than the Face Amount
plus
any Contingent Coupons that may be due for each $1,000 Face Amount of securities. You will not participate in any increase in the
prices or levels, as applicable, of any Underlyings even if the Final Levels of
all
the Underlyings are greater than
their respective Initial Levels. The maximum payment upon an early redemption or at maturity, as applicable, will be the Face Amount
per $1,000 Face Amount of securities (excluding any Contingent Coupons), regardless of any increase in the price or level, as applicable,
of any Underlying, which may be significant.
|
|
·
|
YOU MAY NOT RECEIVE ANY CONTINGENT COUPONS
— The securities may not pay Contingent Coupons on some or all of the Coupon Payment Dates and, therefore, should
not
be viewed as conventional debt securities with periodic coupon payments. If the Closing Level of any Underlying on any Observation
Date is less than its respective Coupon Barrier, you will not receive the Contingent Coupon applicable to such Observation Date.
If the Closing Level of any Underlying is less than its respective Coupon Barrier on each of the Observation Dates, you will not
receive any Contingent Coupons during the entire term of the securities and, therefore, you will not receive a positive return
on your investment. Because the Knock-Out Level for each Underlying is the same as its Coupon Barrier, a Knock-Out Event will occur
upon non-payment of any Contingent Coupon. Generally, non-payment of Contingent Coupons also coincides with a greater risk that
the Final Level of at least one of the Underlyings is less than its Initial Level, which would result in the loss of some or all
of your investment in the securities.
|
|
·
|
THE SECURITIES MAY BE REDEEMED PRIOR
TO THE MATURITY DATE
— We may, in our sole discretion, redeem the securities in whole, but not in part, on any Coupon
Payment Date prior to the Maturity Date. For
|
United States federal income tax
purposes, an early redemption of the securities at the Issuer’s option would be a taxable event to you
.
In addition,
if the securities are redeemed prior to the Maturity Date, you will not receive any Contingent Coupon that would have otherwise
accrued after the Call Settlement Date.
|
·
|
REINVESTMENT RISK
— If
your securities are redeemed by us prior to maturity, the term of the securities may be reduced to as short as approximately three
months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable
return for a similar level of risk in the event the securities are redeemed by us prior to the Maturity Date.
|
|
·
|
IF THE SECURITIES ARE NOT REDEEMED BY
US PRIOR TO THE MATURITY DATE
,
YOUR PAYMENT AT MATURITY WILL DEPEND ON WHETHER A KNOCK-OUT EVENT HAS OCCURRED AND THE FINAL
LEVEL OF THE LAGGARD UNDERLYING
— If we do not redeem the securities prior to the Maturity Date, the Payment at Maturity
will depend on whether a Knock-Out Event has occurred and, if a Knock-Out Event has occurred, the Payment at Maturity will be determined
by reference to the Final Level of the Laggard Underlying, in each case without taking into consideration the performance of the
other Underlyings.
|
|
·
|
A HIGHER CONTINGENT COUPON OR A LOWER
COUPON BARRIER OR KNOCK
-
OUT LEVEL FOR EACH UNDERLYING MAY REFLECT A GREATER EXPECTED VOLATILITY OF ONE OR MORE OF THE UNDERLYINGS
,
WHICH IS GENERALLY ASSOCIATED WITH A GREATER RISK OF LOSS
— Volatility is a measure of the degree of variation in
the trading prices of an asset over a period of time. The greater the expected volatility at the time the terms of the securities
are set on the Trade Date, the greater the expectation is at that time that at least one Underlying may close below its Coupon
Barrier on an Observation Date (resulting in a missed Contingent Coupon) or below its Knock-Out Level on any day during the Monitoring
Period (resulting in the occurrence of a Knock-Out Event). In addition, the economic terms of the securities, including the Contingent
Coupon, the Coupon Barriers and the Knock-Out Levels, are based, in part, on the expected volatility of the Underlyings at the
time the terms of the securities are set on the Trade Date, where higher expected volatility will generally lead to a higher Contingent
Coupon or a lower Coupon Barrier or Knock-Out Level for each Underlying. Accordingly, a higher Contingent Coupon as compared with
the coupon on our conventional fixed income securities with a similar maturity or the coupon on our other similarly structured
securities will generally indicate a greater risk of loss, while a lower Coupon Barrier or Knock-Out Level for each Underlying
as compared with otherwise comparable securities does not necessarily indicate that the securities have a greater likelihood of
paying Contingent Coupons or returning your investment at maturity. You should be willing to accept the downside market risk of
each Underlying and the potential loss of some or all of your investment at maturity.
|
|
·
|
THE SECURITIES ARE SUBJECT TO THE CREDIT
OF DEUTSCHE BANK AG
— The securities are senior unsecured obligations of Deutsche Bank AG and are not, either directly
or indirectly, an obligation of any third party. Any payment(s) to be made on the securities depends on the ability of Deutsche
Bank AG to satisfy its obligations as they become due. An actual or anticipated downgrade in Deutsche Bank AG’s credit rating
or increase in the credit spreads charged by the market for taking Deutsche Bank AG’s credit risk will likely have an adverse
effect on the value of the securities. As a result, the actual and perceived creditworthiness of Deutsche Bank AG will affect the
value of the securities and, in the event Deutsche Bank AG were to default on its obligations or become subject to a Resolution
Measure, you might not receive any amount(s) owed to you under the terms of the securities and you could lose your entire investment.
|
|
·
|
THE SECURITIES
MAY BE WRITTEN DOWN
,
BE CONVERTED INTO ORDINARY SHARES OR OTHER INSTRUMENTS OF OWNERSHIP OR BECOME SUBJECT TO OTHER RESOLUTION
MEASURES
.
YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IF ANY SUCH MEASURE BECOMES APPLICABLE TO US
— Pursuant
to the SRM Regulation, the Resolution Act and other applicable rules and regulations described above under “Resolution Measures
and Deemed Agreement,” the securities are subject to the powers exercised by the competent resolution authority to impose
Resolution Measures on us, which may include: writing down, including to zero, any claim for payment on the securities; converting
the securities into ordinary shares of (i) the Issuer, (ii) any group entity or (iii) any bridge bank or other instruments of ownership
of such entities qualifying as common equity tier 1 capital; or applying any other resolution measure including, but not limited
to, transferring the securities to another entity, amending, modifying or varying the terms and conditions of the securities or
cancelling the securities. The competent resolution authority may apply Resolution Measures individually or in any combination.
|
The
German law on the mechanism for the resolution of banks of November 2, 2015 (
Abwicklungsmechanismusgesetz
, or the “
Resolution
Mechanism Act
”) provides that, in a German insolvency proceeding of the Issuer, certain specifically defined senior unsecured
debt instruments would rank junior to, without constituting subordinated debt, all other outstanding unsecured unsubordinated obligations
of the Issuer and be satisfied only if all such other senior unsecured obligations of the Issuer have been paid in full. This prioritization
would also be given effect if Resolution Measures are imposed on the Issuer, so that obligations
under
debt instruments that rank junior in insolvency as described above would be written down or converted into common equity tier 1
instruments before any other senior unsecured obligations of the Issuer are written down or converted. A large portion of our liabilities
consist of senior unsecured obligations that either fall outside the statutory definition of debt instruments that rank junior
to other senior unsecured obligations according to the Resolution Mechanism Act or are expressly exempted from such definition.
Among
those unsecured unsubordinated obligations that are expressly exempted are money market instruments and senior unsecured debt instruments
whose terms provide that (i) the repayment or the amount of the repayment depends on the occurrence or non-occurrence of an event
which is uncertain at the point in time when the senior unsecured debt instruments are issued or is settled in a way other than
by monetary payment, or (ii) the payment of interest or the amount of the interest payments depends on the occurrence or non-occurrence
of an event which is uncertain at the point in time when the senior unsecured debt instruments are issued unless the payment of
interest or the amount of the interest payments solely depends on a fixed or floating reference interest rate and is settled by
monetary payment. This order of priority introduced by the Resolution Mechanism Act would apply in German insolvency proceedings
instituted, or when Resolution Measures are imposed, on or after January 1, 2017 with effect for debt instruments of the Issuer
outstanding at that time. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect
to the Issuer, the competent regulatory authority or court would determine which of our senior debt securities issued under the
prospectus have the terms described in clauses (i) or (ii) above, referred to herein as the “
Structured Debt Securities
,”
and which do not, referred to herein as the “
Non
-
Structured Debt Securities
.” We expect the securities
offered herein to be classified as Structured Debt Securities, but the competent regulatory authority or court may classify the
securities differently. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect
to the Issuer, the Structured Debt Securities are expected to be among the unsecured unsubordinated obligations that would bear
losses after the Non-Structured Debt Securities as described above.
Nevertheless
,
you may lose some or all of your investment
in the securities if a Resolution Measure becomes applicable to us
. Imposition of a Resolution Measure would likely occur if
we become, or are deemed by the competent supervisory authority to have become, “non-viable” (as defined under the
then applicable law) and are unable to continue our regulated banking activities without a Resolution Measure becoming applicable
to us. The Bank Recovery and Resolution Directive and the Resolution Act are intended to eliminate the need for public support
of troubled banks, and you should be aware that public support, if any, would only potentially be used by the competent supervisory
authority as a last resort after having assessed and exploited, to the maximum extent practicable, the resolution tools, including
the bail-in tool.
By
acquiring the securities, you would have no claim or other right against us arising out of any Resolution Measure and we would
have no obligation to make payments under the securities following the imposition of a Resolution Measure. In particular, the imposition
of any Resolution Measure will not constitute a default or an event of default under the securities, under the Indenture or for
the purposes of, but only to the fullest extent permitted by, the Trust Indenture Act. Furthermore, because the securities are
subject to any Resolution Measure, secondary market trading in the securities may not follow the trading behavior associated with
similar types of securities issued by other financial institutions which may be or have been subject to a Resolution Measure.
In
addition, by your acquisition of the securities, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable
law, any and all claims against the trustee and the indenture agents for, agree not to initiate a suit against the trustee or the
indenture agents in respect of, and agree that the trustee and the indenture agents will not be liable for, any action that the
trustee or the indenture agents take, or abstain from taking, in either case in accordance with the imposition of a Resolution
Measure by the competent resolution authority with respect to the securities.
Accordingly
,
you may have limited or circumscribed
rights to challenge any decision of the competent resolution authority to impose any Resolution Measure
.
|
·
|
THE ISSUER
’
S ESTIMATED
VALUE OF THE SECURITIES ON THE TRADE DATE WILL BE LESS THAN THE ISSUE PRICE OF THE SECURITIES
— The Issuer’s estimated
value of the securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of
the securities. The difference between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date
is due to the inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our obligations under
the securities through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected cost of
providing such hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent
in providing such hedge. The Issuer’s estimated value of the securities is determined by reference to an internal funding
rate and our pricing models. The internal funding rate is typically lower than the rate we would pay when we issue conventional
debt securities on equivalent terms. This difference in funding rate, as well as the agent’s commissions, if any, and the
estimated cost of hedging our obligations under the securities, reduces the economic terms of the securities to you and is expected
to adversely affect the price at which you may be able to sell the securities in any secondary market. In addition, our internal
pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. If
at any time a third
|
party dealer were to quote a price
to purchase your securities or otherwise value your securities, that price or value may differ materially from the estimated value
of the securities determined by reference to our internal funding rate and pricing models. This difference is due to, among
other things, any difference in funding rates, pricing models or assumptions used by any dealer who may purchase the securities
in the secondary market.
|
·
|
INVESTING IN THE SECURITIES IS NOT THE
SAME AS INVESTING IN THE UNDERLYINGS OR THE SECURITIES COMPOSING THE UNDERLYINGS
— The return on the securities may not
reflect the return you would have realized if you had directly invested in the Underlyings or the securities composing the Underlyings.
For instance, any Payment at Maturity on the securities is dependent on the performance of the Laggard Underlying, and you will
not participate in any potential increase in the price or level, as applicable, of any Underlyings, which could be significant.
|
|
·
|
IF THE PRICES OR LEVELS
,
AS APPLICABLE
,
OF THE UNDERLYINGS CHANGE
,
THE VALUE OF YOUR SECURITIES MAY NOT CHANGE IN THE SAME MANNER
— Your securities
may trade quite differently from the prices or levels, as applicable, of the Underlyings and the securities composing the Underlyings.
Changes in the prices or levels, as applicable, of the Underlyings and the securities composing the Underlyings may not result
in comparable changes in the value of your securities.
|
|
·
|
NO DIVIDEND PAYMENTS OR VOTING RIGHTS
— As a holder of the securities, you will not have any voting rights or rights to receive cash dividends or other distributions
or other rights that holders of shares of the Fund or the securities composing the Underlyings would have.
|
|
·
|
YOUR INVESTMENT IS EXPOSED TO A DECLINE
IN THE PRICE OR LEVEL
,
AS APPLICABLE
,
OF EACH UNDERLYING
— Your return on the securities, if any, is not
linked to a basket consisting of the Underlyings. Rather, any payment on the securities will be determined by reference to the
performance of
each
individual Underlying. Unlike an instrument with a return linked to a basket, in which risk is mitigated
and diversified among all of the basket components, you will be exposed equally to the risks related to each Underlying. Poor performance
by
any
Underlying over the term of the securities may adversely affect your return on the securities and will not be offset
or mitigated by a positive performance by any other Underlying.
|
|
·
|
BECAUSE THE SECURITIES ARE LINKED TO
THE LEAST PERFORMING OF THE THREE UNDERLYINGS
,
YOU ARE EXPOSED TO A GREATER RISK OF RECEIVING NO CONTINGENT COUPONS OR LOSING
SOME OR ALL OF YOUR INVESTMENT THAN IF THE SECURITIES WERE LINKED TO JUST ONE UNDERLYING
— The risk that you will not
receive any Contingent Coupons and/or lose some or all of your investment in the securities is greater than in substantially similar
securities that are linked to the performance of just one of the Underlyings. With three Underlyings, it is more likely that the
Closing Level of at least one Underlying will be less than its Knock-Out Level on at least one day during the Monitory Period (resulting
in the occurrence of a Knock-Out Event) and the Closing Level of at least one Underlying will be less than its Coupon Barrier on
an Observation Date or its Initial Level on the Final Valuation Date, than if the securities were linked to only one Underlying,
and therefore, it is more likely that you will not receive some Contingent Coupons and will receive a Payment at Maturity that
is less than your investment. In addition, the performance of the Underlyings may not be correlated. If the performance of the
Underlyings is not correlated, or is negatively correlated, the potential for the Closing Level of at least one Underlying to be
less than its Knock-Out Level any day during the Monitoring Period or less than its Coupon Barrier on any Observation Date, respectively,
is even greater. Although the correlation of the Underlyings’ performance may change over the term of the securities, the
Contingent Coupon, Coupon Barriers and Knock-Out Levels are determined, in part, based on the correlation of the Underlyings’
performance at the time when the terms of the securities are finalized. A higher Contingent Coupon or lower Coupon Barrier or Knock-Out
Level for each Underlying is generally associated with a lower correlation of the Underlyings, which reflects a greater potential
for loss on your investment at maturity.
|
|
·
|
EACH INDEX REFLECTS THE PRICE RETURN
OF ITS COMPONENT STOCKS
,
NOT THEIR TOTAL RETURN INCLUDING ALL DIVIDENDS AND OTHER DISTRIBUTIONS
— Each Index reflects
the changes in the market prices of its component stocks. Neither Index is, however, a “total return” index, which,
in addition to reflecting those price returns, would also reflect the reinvestment of all dividends and other distributions paid
on the stocks composing the relevant Index.
|
|
·
|
THE SPONSOR OF EACH INDEX MAY ADJUST
THE RELEVANT INDEX IN WAYS THAT AFFECT THE LEVEL OF SUCH INDEX AND HAS NO OBLIGATION TO CONSIDER YOUR INTERESTS
— The
sponsor of each Index (each, an “
Index Sponsor
”) is responsible for calculating and maintaining the Index. The
Index Sponsor can add, delete or substitute the components of the relevant Index or make other methodological
|
changes that could change the
level of such Index. You should realize that the changing of such Index components may affect such Index, as a newly added component
may perform significantly better or worse than the component it replaces. Additionally, the Index Sponsor may alter, discontinue
or suspend calculation or dissemination of the relevant Index. Any of these actions could adversely affect the level of such Index
and, thus, the value of, and your return on, the securities. The Index Sponsors have no obligation to consider your interests in
calculating or revising the relevant Indices.
|
·
|
WE ARE ONE OF THE COMPANIES THAT MAKE
UP THE EURO STOXX 50
®
INDEX
— We are one of the companies that make up the EURO STOXX 50
®
Index. To our knowledge, we are not currently affiliated with any of the other companies the equity securities of which are represented
in the EURO STOXX 50
®
Index. As a result, we will have no ability to control the actions of such other companies,
including actions that could affect the value of the equity securities composing the EURO STOXX 50
®
Index or your
securities. None of the other companies represented in the EURO STOXX 50
®
Index will be involved in this offering
in any way. Neither they nor we will have any obligation to consider your interests as a holder of the securities in taking any
corporate actions that might affect the value of your securities.
|
|
·
|
THERE ARE RISKS ASSOCIATED WITH INVESTMENTS
IN SECURITIES LINKED TO THE VALUES OF EQUITY SECURITIES ISSUED BY NON
-
U
.
S
.
COMPANIES
— The EURO
STOXX 50
®
Index and the Fund include component stocks that are issued by companies incorporated outside of the U.S.
Because the component stocks also trade outside the U.S., the securities are subject to the risks associated with non-U.S. securities
markets. Generally, non-U.S. securities markets may be less liquid and more volatile than U.S. securities markets and market developments
may affect non-U.S. securities markets differently than U.S. securities markets, which may adversely affect the level of the EURO
STOXX 50
®
Index and/or the price of the Fund, and thus, the value of your securities. Furthermore, there are risks
associated with investments in securities linked to the values of equity securities issued by non-U.S. companies. There is generally
less publicly available information about non-U.S. companies than about those U.S. companies that are subject to the reporting
requirements of the SEC, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements
that differ from those applicable to U.S. reporting companies. In addition, the prices of equity securities issued by non-U.S.
companies may be adversely affected by political, economic, financial and social factors that may be unique to the particular countries
in which the non-U.S. companies are incorporated. These factors include the possibility of recent or future changes in a non-U.S.
government’s economic and fiscal policies (including any direct or indirect intervention to stabilize the economy and/or
securities market of the country of such non-U.S. government), the presence, and extent, of cross shareholdings in non-U.S. companies,
the possible imposition of, or changes in, currency exchange laws or other non-U.S. laws or restrictions applicable to non-U.S.
companies or investments in non-U.S. securities and the possibility of fluctuations in the rate of exchange between currencies.
Moreover, certain aspects of a particular non-U.S. economy may differ favorably or unfavorably from the U.S. economy in important
respects, such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. Specifically,
the stocks included in the EURO STOXX 50
®
Index are issued by companies located in countries within the Eurozone,
some of which are and have been experiencing economic stress, and the component stocks held by the Fund are issued by companies
located in the People’s Republic of China.
|
|
·
|
THE PERFORMANCE OF THE EURO STOXX 50
®
INDEX WILL NOT BE ADJUSTED FOR CHANGES IN THE EURO RELATIVE TO THE U.S. DOLLAR
— The EURO STOXX 50
®
Index
is composed of stocks denominated in euro. Because the level of the EURO STOXX 50
®
Index is also calculated in euro
(and not in U.S. dollars), the performance of the EURO STOXX 50
®
Index will not be adjusted for exchange rate fluctuations
between the U.S. dollar and the euro. Therefore, if the euro strengthens or weakens relative to the U.S. dollar over the term of
the securities, you will not receive any additional payment or incur any reduction in your return on the securities.
|
|
·
|
THE SECURITIES ARE SUBJECT TO CURRENCY
EXCHANGE RATE RISK
— Because the Fund invests in stocks denominated in foreign currencies but its shares are denominated
in U.S. dollars, changes in currency exchange rates may negatively impact the Fund’s return. Of particular importance to
currency exchange rate risk are:
|
|
o
|
existing and expected rates of inflation;
|
|
o
|
existing and expected interest rates;
|
|
o
|
political, civil or military unrest;
|
|
o
|
the balance of payments between the countries represented in the Fund and the U.S.; and
|
|
o
|
the extent of governmental surpluses or deficits in the countries represented in the Fund and the
U.S.
|
All of these factors are in turn
sensitive to the monetary, fiscal and trade policies pursued by the governments of the countries represented in the Fund, the U.S.
and other countries important to international trade and finance. An investor’s net exposure to currency exchange rate risk
will depend on the extent to which the currencies represented in the Fund strengthen or weaken against the U.S. dollar and the
relative weight of each currency represented in the Fund. If, taking into account such weighting, the U.S. dollar strengthens against
the component currencies as a whole, the price of the Fund will be adversely affected and the value of the securities may be reduced.
Additionally, the volatility and/or correlation (including the direction and extent of such correlation) of the exchange rates
between the U.S. dollar and the currencies represented in the Fund could adversely affect the value of the securities.
|
·
|
THE HONG KONG DOLLAR DOES NOT FLOAT
FREELY
— Exchange rates of many developed and major emerging economies, including
the United States, are currently “floating,” meaning that they are permitted to fluctuate in value relative to other
currencies. However, the Hong Kong dollar does not float freely. The exchange rate of the Hong Kong dollar relative to the U.S.
dollar is fixed within a narrow range by the Hong Kong Monetary Authority (the “
HKMA
”). For as long as the HKMA
restricts the Hong Kong dollar from floating relative to the U.S. dollar, the exchange rate between the Hong Kong dollar and the
U.S. dollar will not fluctuate by any appreciable amount. If at any time the HKMA permits the Hong Kong dollar to float, the exchange
rate between the Hong Kong dollar and the U.S. dollar is likely to move significantly in a very short period of time, which may
adversely affect the price of the Fund and, consequently, the value of your securities.
|
|
·
|
THE VALUE OF
THE SECURITIES IS SUBJECT TO EMERGING MARKETS RISKS
— The value of the securities is subject to the political and
economic risks of an emerging market country, as the securities held by the Fund include stocks of companies that are located in,
and trade on the exchanges of, an emerging market country. In recent years, some emerging markets have undergone significant political,
economic and social upheaval. Such far-reaching changes have resulted in constitutional and social tensions and, in some cases,
instability and reaction against market reforms has occurred. With respect to any emerging market
nation,
there is the possibility of nationalization, expropriation or confiscation, political changes, government regulation and social
instability. Future political changes may adversely affect the economic conditions of an emerging market nation. Political or economic
instability could adversely affect the value of the securities and the amount payable to you at maturity.
|
|
·
|
The Policies
of the FUND ADVISOR and Changes that Affect the fund or THe Tracked Index Could Adversely Affect the Value of the securities
— The policies of the Fund Advisor concerning the calculation of
the Fund’s net asset value (“
NAV
”), additions, deletions or substitutions of securities or other assets
or financial measures held by the Fund, substitution of the Tracked Index and the manner in which changes affecting how the Tracked
Index is calculated are reflected in the Fund could adversely affect the price of the shares of the Fund and, therefore, the value
of, and your return on, the securities. The value of, and your return on, the securities could also be adversely affected if the
Fund Advisor changes these policies, for example, by changing the manner in which it calculates the Fund’s NAV, or if the
Fund Advisor discontinues or suspends calculation or publication of the Fund’s NAV, in which case it may become difficult
to determine the value of the securities. If events such as these occur or if the Closing Level of the Fund is not available on
an Observation Date (including the Final Valuation Date) because of a market disruption event or for any other reason, the calculation
agent, in certain circumstances, may determine the Closing Level of the Fund and the Payment at Maturity, as applicable, in a manner
it considers appropriate in its sole discretion.
|
|
·
|
The Performance
of the fund
,
Particularly During Periods of Market Volatility
,
May Not Match the Performance of the Tracked Index
or the fund
’
s NET ASSET VALUE per Share
—
The performance of the Fund may not match the performance of the Tracked Index due to a number of factors. For instance, the Fund
may not hold all or substantially all of the securities included in the Tracked Index and the Fund Advisor may invest a portion
of the Fund’s assets in securities not included in the Tracked Index. Therefore, the performance of the Fund is generally
linked, in part, to assets other than the securities included in the Tracked Index. Additionally, the performance of the Fund will
reflect transaction costs and fees that are not included in the calculation of the Tracked Index.
|
In addition, because the shares
of the Fund are traded on a securities exchange and are subject to supply and demand, the performance of one share of the Fund
may differ from the performance of the Tracked Index or the Fund’s NAV per share. Furthermore, during periods of market volatility,
securities or other assets held by the Fund may become unavailable in the secondary market due to reduced liquidity or suspensions
of, or limitations on, trading, making it difficult for market participants to accurately calculate the NAV per share of the Fund
and/or create, redeem or hedge shares of the Fund. In such circumstances, the prices at which market participants are willing to
buy and sell shares of the Fund may be significantly lower than the Fund’s NAV and the liquidity of the shares of the Fund
may be materially and adversely affected. Consequently, the performance of the Fund may deviate significantly from the performance
of the Tracked Index or the Fund’s NAV per share. These
circumstances may or may not constitute
market disruption events and, in either case, your return on the securities may be determined based on the price of the shares
of the Fund when it deviates significantly from the performance of the Tracked Index or the Fund’s NAV per share. If this
occurs, the value of, and your return on, the securities may be materially and adversely affected.
|
·
|
ANTI
-
DILUTION PROTECTION IS LIMITED
AND THE CALCULATION AGENT MAY MAKE ADJUSTMENTS IN ADDITION TO
,
OR THAT DIFFER FROM
,
THOSE SET FORTH IN THE ACCOMPANYING
PRODUCT SUPPLEMENT
— The calculation agent will make adjustments to the Share Adjustment Factor, which will initially
be set at 1.0, for certain events affecting the shares of the Fund. The calculation agent is not required, however, to make such
adjustments in response to all events that could affect the shares of the Fund. If such an event occurs that does not require the
calculation agent to make an adjustment, the value of the securities may be materially and adversely affected. In addition, you
should be aware that the calculation agent may, at its sole discretion, make adjustments to the Share Adjustment Factor or any
other terms of the securities that are in addition to, or that differ from, those described in the accompanying product supplement
to reflect changes occurring in relation to the Fund in circumstances where the calculation agent determines that it is appropriate
to reflect those changes to ensure an equitable result. Any alterations to the specified anti-dilution adjustments described in
the accompanying product supplement may be materially adverse to investors in the securities. You should read “Description
of Securities — Anti-Dilution Adjustments for Funds” in the accompanying product supplement in order to understand
the adjustments that may be made to the securities.
|
|
·
|
THERE IS NO AFFILIATION BETWEEN THE
FUND OR THE UNDERLYING STOCK ISSUERS AND US AND WE HAVE NOT PARTICIPATED IN THE PREPARATION OF
,
OR VERIFIED
,
ANY
INFORMATION ABOUT THE FUND OR THE UNDERLYING STOCK ISSUERS
— We are not affiliated with the Fund or the issuers of the
component stocks held by the Fund or included in the Tracked Index (such stocks, “
Underlying Stocks
,”
and the issuers of Underlying Stocks, “
Underlying Stock Issuers
”). However, we or our affiliates may currently,
or from time to time in the future, engage in business with the Underlying Stock Issuers, including extending loans to, making
equity investments in, acting as underwriter in connection with future offerings of the Underlying Stocks by, or providing advisory
services (including merger and acquisition advisory services) to, such Underlying Stock Issuers. In the course of this business,
we or our affiliates may acquire non-public information about the Underlying Stock Issuers and we will not disclose any such information
to you. Nevertheless, neither we nor our affiliates have participated in the preparation of, or verified, any information about
the Underlying Stocks or any of the Underlying Stock Issuers. You, as an investor in the securities, should make your own investigation
into the Underlying Stocks and the Underlying Stock Issuers. Neither the Fund nor any of the Underlying Stock Issuers are involved
in this offering in any way and none of them has any obligation of any sort with respect to your securities. The Fund has no obligation
to take your interests into consideration for any reason, including when taking any actions that would require the calculation
agent to adjust the Share Adjustment Factor, which may adversely affect the value of your securities.
|
|
·
|
PAST PERFORMANCE OF THE UNDERLYINGS
IS NO GUIDE TO FUTURE PERFORMANCE
— The actual performance of the Underlyings over the term of the securities
may bear little relation to the historical closing prices or levels, as applicable, of the Underlyings and/or the hypothetical
examples set forth elsewhere in this pricing supplement. We cannot predict the future performance of the Underlyings or whether
the performance of the Underlyings will result in the return of any of your investment. Furthermore, due to adjustments made in
2014 to the index tracked by the Fund, the historical performance of the Fund may be of limited value in assessing its anticipated
future performance. Prior to September 19, 2014, the Fund tracked the performance of the FTSE China 25 Index (the “
China
25
”), instead of the Tracked Index. On September 22, 2014, the China 25 was replaced by, and the Fund began tracking,
the FTSE China 50 Reference Index (the “
Transition Index
”), a transition index that added 25 new constituents
(for a total of 50) to the China 25 and, over the course of three periodic reviews, gradually increased the weightings of the new
constituents. On November 21, 2014, the transition to the current methodology was completed and the Transition Index was replaced,
and the Fund began tracking, the Tracked Index.
|
|
·
|
ASSUMING NO CHANGES IN MARKET CONDITIONS
AND OTHER RELEVANT FACTORS
,
THE PRICE YOU MAY RECEIVE FOR YOUR SECURITIES IN SECONDARY MARKET TRANSACTIONS WOULD GENERALLY
BE LOWER THAN BOTH THE ISSUE PRICE AND THE ISSUER
’
S ESTIMATED VALUE OF THE SECURITIES ON THE TRADE DATE
—
While the payment(s) on the securities described in this pricing supplement is based on the full Face Amount of securities, the
Issuer’s estimated value of the securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less
than the Issue Price of the securities. The Issuer’s estimated value of the securities on the Trade Date does not represent
the price at which we or any of our affiliates would be willing to purchase your securities in the secondary market at any time.
Assuming no changes in market conditions or our creditworthiness and other relevant factors, the price, if any, at which we or
our affiliates would be willing to purchase the securities from you in secondary market transactions, if at all, would generally
be lower than both the Issue Price and the
|
Issuer’s estimated value
of the securities on the Trade Date. Our purchase price, if any, in secondary market transactions would be based on the estimated
value of the securities determined by reference to (i) the then-prevailing internal funding rate (adjusted by a spread) or another
appropriate measure of our cost of funds and (ii) our pricing models at that time, less a bid spread determined after taking into
account the size of the repurchase, the nature of the assets underlying the securities and then-prevailing market conditions. The
price we report to financial reporting services and to distributors of our securities for use on customer account statements would
generally be determined on the same basis. However, during the period of approximately three months beginning from the Trade Date,
we or our affiliates may, in our sole discretion, increase the purchase price determined as described above by an amount equal
to the declining differential between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date,
prorated over such period on a straight-line basis, for transactions that are individually and in the aggregate of the expected
size for ordinary secondary market repurchases.
In addition to the factors discussed
above, the value of the securities and our purchase price in secondary market transactions after the Trade Date, if any, will vary
based on many economic and market factors, including our creditworthiness, and cannot be predicted with accuracy. These changes
may adversely affect the value of your securities, including the price you may receive in any secondary market transactions. Any
sale prior to the Maturity Date could result in a substantial loss to you. The securities are not designed to be short-term trading
instruments. Accordingly, you should be able and willing to hold your securities to maturity.
|
·
|
THE SECURITIES WILL NOT BE LISTED AND
THERE WILL LIKELY BE LIMITED LIQUIDITY
— The securities will not be listed on any securities exchange. There may be little
or no secondary market for the securities. We or our affiliates intend to act as market makers for the securities but are not required
to do so and may cease such market making activities at any time. Even if there is a secondary market, it may not provide enough
liquidity to allow you to sell the securities when you wish to do so or at a price advantageous to you. Because we do not expect
other dealers to make a secondary market for the securities, the price at which you may be able to sell your securities is likely
to depend on the price, if any, at which we or our affiliates are willing to buy the securities. If, at any time, we or our affiliates
do not act as market makers, it is likely that there would be little or no secondary market in the securities. If you have to sell
your securities prior to maturity, you may not be able to do so or you may have to sell them at a substantial loss, even in cases
where the prices or levels, as applicable, of the Underlyings have increased since the Trade Date.
|
|
·
|
MANY ECONOMIC AND MARKET FACTORS WILL
AFFECT THE VALUE OF THE SECURITIES
— While we expect that, generally, the prices or levels, as applicable, of the Underlyings
will affect the value of the securities more than any other single factor, the value of the securities prior to maturity will also
be affected by a number of other factors that may either offset or magnify each other, including:
|
|
o
|
whether the Closing Level of any Underlying on any Observation Date is less than its Coupon Barrier;
|
|
o
|
whether the Closing Level of any Underlying is less than its Knock-Out Level on any day during
the Monitoring Period, thereby causing a Knock-Out Event;
|
|
o
|
the expected volatility of the Underlyings;
|
|
o
|
the time remaining to the maturity of the securities;
|
|
o
|
the market prices and dividend rates of the shares of the Fund and the securities composing the
Underlyings;
|
|
o
|
the composition of the Underlyings;
|
|
o
|
the occurrence of certain events affecting the Fund that may or may not require an anti-dilution
adjustment;
|
|
o
|
the exchange rates between the U.S. dollar and the non-U.S. currencies that the stocks held by
the Fund are traded in;
|
|
o
|
interest rates and yields in the markets generally;
|
|
o
|
geopolitical conditions and economic, financial, political, regulatory or judicial events that
affect any Underlying, the Tracked Index or the markets generally;
|
|
o
|
supply and demand for the securities; and
|
|
o
|
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
During the term of the securities,
it is possible that their value may decline significantly due to the factors described above even if the prices or levels, as applicable,
of the Underlyings remain unchanged from their respective Initial Levels, and any sale prior to the Maturity Date could result
in a substantial loss to you. You must hold the securities to maturity to receive the stated payout from the Issuer.
|
·
|
TRADING AND OTHER TRANSACTIONS BY US
OR OUR AFFILIATES IN THE EQUITY AND EQUITY DERIVATIVE MARKETS MAY IMPAIR THE VALUE OF THE SECURITIES
— We or our affiliates
expect to hedge our exposure from the securities by entering into equity and equity derivative transactions, such as over-the-counter
options, futures or exchange-traded instruments. We or our affiliates may also engage in trading in instruments linked or related
to the Underlyings on a regular basis as part of our or their general broker-dealer and other businesses, for proprietary accounts,
for other accounts under management or to facilitate transactions for customers, including block transactions. Such trading and
hedging activities may adversely affect the prices or levels, as applicable, of one or more Underlyings and, therefore, make it
less likely that you will receive a positive return on your investment in the securities. It is possible that we or our affiliates
could receive substantial returns from these hedging and trading activities while the value of the securities declines. We or our
affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related
to the Underlyings. To the extent that we or our affiliates serve as issuer, agent or underwriter for such securities or financial
or derivative instruments, our or our affiliates’ interests with respect to such products may be adverse to those of the
holders of the securities. Introducing competing products into the marketplace in this manner could adversely affect the prices
or levels, as applicable, of one or more Underlyings and the value of the securities. Any of the foregoing activities described
in this paragraph may reflect trading strategies that differ from, or are in direct opposition to, investors’ trading and
investment strategies related to the securities. Furthermore, because DBSI or one of its affiliates is expected to conduct trading
and hedging activities for us in connection with the securities, DBSI or such affiliate may profit in connection with such trading
and hedging activities and such profit, if any, will be in addition to any compensation that DBSI receives for the sale of the
securities to you. You should be aware that the potential to earn a profit in connection with hedging activities may create a further
incentive for DBSI to sell the securities to you in addition to any compensation they would receive for the sale of the securities.
|
|
·
|
WE OR OUR AFFILIATES MAY PUBLISH RESEARCH
,
EXPRESS OPINIONS OR PROVIDE RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE SECURITIES
.
ANY SUCH
RESEARCH
,
OPINIONS OR RECOMMENDATIONS COULD ADVERSELY AFFECT THE PRICES OR LEVELS
,
AS APPLICABLE
,
OF THE UNDERLYINGS
AND THE VALUE OF THE SECURITIES
— We or our affiliates may publish research from time to time on financial markets
and other matters that could adversely affect the prices or levels, as applicable, of the Underlyings and the value of the securities,
or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions
or recommendations expressed by us or our affiliates may not be consistent with each other and may be modified from time to time
without notice. You should make your own independent investigation of the merits of investing in the securities and the Underlyings.
|
|
·
|
POTENTIAL CONFLICTS OF INTEREST
— We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation
agent, hedging our obligations under the securities and determining the Issuer’s estimated value of the securities on the
Trade Date and the price, if any, at which we or our affiliates would be willing to purchase the securities from you in secondary
market transactions. In performing these roles, our economic interests and those of our affiliates are potentially adverse to your
interests as an investor in the securities. The calculation agent will determine, among other things, all values, prices and levels
required to be determined for the purposes of the securities on any relevant date or time. The calculation agent also has some
discretion about certain adjustments to the Share Adjustment Factor and will be responsible for determining whether a market disruption
event has occurred as well as, in some circumstances, the prices or levels related to the Underlyings that affect whether Contingent
Coupons are paid and whether a Knock-Out Event has occurred. Any determination by the calculation agent could adversely affect
the return on the securities.
|
|
·
|
THERE IS SUBSTANTIAL UNCERTAINTY REGARDING
THE U
.
S
.
FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES
— There is no direct legal
authority regarding the proper U.S. federal income tax treatment of the securities, and we do not plan to request a ruling from
the IRS. Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not
agree with the treatment of the securities as prepaid financial contracts that are not debt, with associated contingent coupons,
as described above under “Tax Consequences.” If the IRS were successful in asserting an alternative treatment for the
securities, the tax consequences of ownership and disposition of the securities could be materially affected. In addition, as described
above
|
under “Tax Consequences,”
in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal
income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance
promulgated after consideration of these issues could materially affect the tax consequences of an investment in the securities,
possibly with retroactive effect. You should review carefully the section of the accompanying product supplement entitled “U.S.
Federal Income Tax Consequences,” and consult your tax adviser regarding the U.S. federal tax consequences of an investment
in the securities (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Historical Information
The following graphs set forth the historical
performances of the S&P 500
®
Index, the EURO STOXX 50
®
Index and the iShares
®
China Large-Cap ETF based on their daily closing prices or levels, as applicable, from December 7, 2012 through December 7, 2017.
The closing level of the S&P 500
®
Index on December 7, 2017 was 2,636.98. The closing level of the EURO STOXX
50
®
Index on December 7, 2017 was 3,573.130. The closing price of the iShares
®
China Large-Cap ETF
on December 7, 2017 was $44.79. Each graph below also indicates by a broken line a hypothetical Coupon Barrier and Knock-Out Level
equal to 70.00% of the closing price or level, as applicable, of the relevant Underlying on December 7, 2017. The actual Initial
Level, Coupon Barrier and Knock-Out Level for each Underlying will be determined on the Trade Date.
Due to adjustments made in 2014 to the index
tracked by the iShares
®
China Large-Cap ETF, the historical performance of the iShares
®
China Large-Cap
ETF may be of limited value in assessing its anticipated future performance. Please see “Key Risks — Past Performance
Of The Underlyings Is No Guide To Future Performance” in this pricing supplement for more information.
We obtained the historical closing prices
and levels of the Underlyings below from Bloomberg L.P. and we have not participated in the preparation of, or verified, such information.
The historical closing prices and levels of the Underlyings should not be taken as an indication of future performance and no
assurance can be given as to the Closing Levels of the Underlyings on any day during the Monitoring Period and on the Observation
Dates (including the Final Valuation Date). We cannot give you assurance that the performance of the Underlyings will result in
the return of any of your investment
.
Correlation
of the Underlyings
The
following graph sets forth the historical performances of
the S&P 500
®
Index, the EURO STOXX 50
®
Index and the iShares
®
China Large-Cap ETF
from December 7, 2012 through December
7, 2017, based on the daily closing prices or levels, as applicable, of the Underlyings
.
For
comparison purposes, each Underlying has been normalized to have a closing level of 100.00 on December 7, 2012 by (1)
dividing
the
closing price or level, as applicable, of that Underlying on each day by the closing price or level, as applicable, of that Underlying
on December 7, 2012 and (2)
multiplying
by 100.00. However, d
ue to adjustments made in 2014 to the index
tracked by the iShares
®
China Large-Cap ETF, the historical performance of the iShares
®
China Large-Cap
ETF may be of limited value in assessing its anticipated future performance. Please see “Key Risks — Past Performance
Of The Underlyings Is No Guide To Future Performance” in this pricing supplement for more information.
We
obtained the closing prices and levels used to determine the normalized closing levels set forth below from Bloomberg, without
verification. Historical performance of the Underlyings should not be taken as an indication of future performance. Future performance
of the Underlyings may differ significantly from historical performance and no assurance can be given as to the Closing Levels
of the Underlyings on any day during the Monitoring Period and on the Observation Dates (including the Final Valuation Date). We
cannot give you assurance that the performances of the Underlyings will result in the return of any of your investment.
The
closer the relationship of the daily returns of a pair of Underlyings over a given period, the more positively correlated those
Underlyings are. The graph above illustrates the historical performance of each Underlying relative to the other Underlyings over
the time period shown and provides an indication of how close the relative performance of the daily returns of one Underlying has
historically been to the others. For additional information, please see “Key Risks — Because The Securities Are Linked
To The Least Performing Of The Three Underlyings, You Are Exposed To A Greater Risk Of Receiving No Contingent Coupons Or Losing
Some Or All Of Your Investment Than If The Securities Were Linked To Just One Underlying” in this pricing supplement. The
lower (or more negative) the correlation between two Underlyings, the less likely it is that those Underlyings will move in the
same direction and, therefore, the greater the potential that a Knock-Out Event may occur or that the Final Level of at least one
of the Underlyings may be less than its Initial Price. This is because the less positively correlated a pair of Underlyings are,
the greater the likelihood that the price or level, as applicable, of at least one of the Underlyings will decrease. This results
in a greater potential for a loss of some or all of your investment at maturity. However, even if two Underlyings have a higher
positive correlation, the Closing Level of any of those Underlyings on any day during the Monitoring Period may be less than its
Knock-Out Level or the Final Level of any of those Underlyings may be less than its Initial Level, as applicable, as the prices
or levels, as applicable, of any of those Underlyings may decrease together.
In
addition, for each additional Underlying to which the securities are linked, there is a greater potential for one pair of Underlyings
to have low or negative correlation. Therefore, the greater the number of Underlyings, the greater the potential for a loss of
some or all of your investment at maturity. Deutsche Bank AG determined the Contingent Coupon, Knock-Out Levels and Coupon Barriers
for the securities based, in part, on the correlation among the Underlyings, calculated using internal models at the time the terms
of the securities were set. As discussed above, increased risk resulting from lower correlation or from a greater number of underlyings
is reflected in a higher Contingent Coupon than would be payable on, or lower Knock-Out Levels or Coupon Barriers for each Underlying
than would be offered for, securities linked to fewer underlyings that have a higher degree of correlation.