PRICING SUPPLEMENT NO. 2086BF
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-184193
Dated July 2, 2014
Deutsche Bank AG Airbag Autocallable Yield Optimization Notes
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Investment Description
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Features
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Key Dates
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q Income — Regardless of the performance of the Reference Underlying, Deutsche Bank AG will pay you a monthly coupon. In exchange for receiving the Coupon Payments, you are accepting the risk of receiving shares of the Reference Underlying at maturity that are worth less than your initial investment and the credit risk of the Issuer for all payments under the Notes.
q Automatically Callable — If the Closing Price of the Reference Underlying on any quarterly Observation Date is greater than or equal to the Initial Price, we will automatically call the Notes and pay you the Face Amount per Note plus the applicable Coupon Payment for that month and no further amounts will be owed to you. If the Notes are not called, investors may have downside market exposure to the Reference Underlying at maturity, subject to any contingent repayment of your initial investment.
q Downside Exposure with Contingent Repayment of Your Initial Investment at Maturity — If the Notes are not automatically called and the Final Price is greater than or equal to the Conversion Price, Deutsche Bank AG will pay you the Face Amount per Note at maturity, and you will not participate in any appreciation or decline in the value of the applicable Reference Underlying. However, if the Notes are not automatically called and the Final Price is less than the Conversion Price, Deutsche Bank AG will deliver to you a number of shares of the applicable Reference Underlying equal to the Share Delivery Amount per Note at maturity, which is expected to be worth less than your initial investment and may have no value at all. The contingent repayment of your initial investment only applies if you hold the Notes until maturity. Any payment on the Notes, including any Coupon Payment, any payment upon an automatic call and any payment of your initial investment at maturity, is subject to the creditworthiness of the Issuer. If the Issuer were to default on its payment obligations, you might not receive any amounts owed to you under the terms of the Notes and you could lose your entire investment.
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Trade Date
Settlement Date
Observation Dates1
Final Valuation Date1
Maturity Date1
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July 2, 2014
July 8, 2014
Quarterly
July 2, 2015
July 9, 2015
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1 See page 4 for additional details
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Note Offering
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Reference Underlyings
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Tcker
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Relevant Exchange
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Coupon Rate
Per Annum
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Initial Price of a Share of the Reference Underlying
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Conversion Price
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CUSIP/ISIN
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Common stock of Expedia, Inc.
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EXPE
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NASDAQ Stock Market
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8.40%
per annum
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$80.26
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$68.22, equal to 85.00% of the Initial Price
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25155V622 / US25155V6222
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Common stock of Nimble Storage, Inc.
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NMBL
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New York Stock Exchange
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10.50%
per annum
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$29.63
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$19.26, equal to 65.00% of the Initial Price
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25155V614 / US25155V6149
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Common stock of Tenet Healthcare Corporation
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THC
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New York Stock Exchange
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7.40%
per annum
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$47.85
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$40.67, equal to 85.00% of the Initial Price
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25155V598 / US25155V5984
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Price to Public
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Discounts and Commissions(1)
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Proceeds to Us
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Offering of Notes
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Total
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Per Note
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Total
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Per Note
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Total
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Per Note
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Notes linked to the common stock of Expedia, Inc.
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$2,174,000.00
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$1,000.00
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$32,610.00
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$15.00
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$2,141,390.00
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$985.00
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Notes linked to the common stock of Nimble Storage, Inc.
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$5,600,000.00
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$1,000.00
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$84,000.00
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$15.00
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$5,516,000.00
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$985.00
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Notes linked to the common stock of Tenet Healthcare Corporation
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$2,977,000.00
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$1,000.00
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$44,655.00
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$15.00
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$2,932,345.00
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$985.00
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(1)
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For more detailed information about discounts and commissions, please see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.
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Title of Each Class of Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee
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Notes
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$10,751,000.00
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$1,384.73
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UBS Financial Services Inc.
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Deutsche Bank Securities
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Issuer’s Estimated Value of the Notes
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Additional Terms Specific to the Notes
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¨
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Product supplement BF dated October 5, 2012:
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¨
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Prospectus supplement dated September 28, 2012:
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¨
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Prospectus dated September 28, 2012:
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Investor Suitability
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The Notes may be suitable for you if, among other considerations:
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The Notes may not be suitable for you if, among other considerations:
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¨ You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
¨ You can tolerate a loss of some or all of your initial investment and are willing to make an investment that may have the full downside market risk of an investment in the Reference Underlying.
¨ You believe the Final Price of the Reference Underlying is not likely to be below the Conversion Price and, if it is, you can tolerate receiving shares of the Reference Underlying at maturity that are worth less than your initial investment or may have no value at all.
¨ You understand and accept that you will not participate in any appreciation in the price of the Reference Underlying and that your return is limited to the Coupon Payments.
¨ You are willing to accept the risks of owning equities in general and the Reference Underlying in particular.
¨ You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside price fluctuations of the Reference Underlying.
¨ You are willing to invest in the Notes based on the applicable Coupon Rate as set forth on the cover of this pricing supplement.
¨ You are willing to forgo any dividends or any other distributions paid on the Reference Underlying.
¨ You are willing and able to hold the Notes that will be called on any Observation Date on which the Closing Price of the Reference Underlying is greater than or equal to the Initial Price, and you are otherwise willing and able to hold the Notes to the Maturity Date, as set forth on the cover of this pricing supplement, and are not seeking an investment for which there will be an active secondary market.
¨ You are willing to assume the credit risk associated with Deutsche Bank AG, as Issuer of the Notes, and understand that if Deutsche Bank AG defaults on its obligations you might not receive any amounts due to you, including any Coupon Payment, any payment upon an automatic call or any payment of your initial investment at maturity.
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¨ You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
¨ You require an investment designed to provide a full return of your initial investment at maturity.
¨ You are not willing to make an investment that may have the full downside market risk of an investment in the Reference Underlying.
¨ You believe the Final Price of the Reference Underlying is likely to be below the Conversion Price, which could result in a total loss of your initial investment.
¨ You cannot tolerate receiving shares of the Reference Underlying at maturity that are worth less than your initial investment or may have no value at all.
¨ You seek an investment that participates in the full appreciation in the price of the Reference Underlying or that has unlimited return potential.
¨ You are not willing to accept the risks of owning equities in general and the Reference Underlying in particular.
¨ You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside price fluctuations of the Reference Underlying.
¨ You are unwilling to invest in the Notes based on the applicable Coupon Rate as set forth on the cover of this pricing supplement.
¨ You are unwilling to forgo any dividends or any other distributions paid on the Reference Underlying.
¨ You are unable or unwilling to hold the Notes that will be called on any Observation Date on which the Closing Price of the Reference Underlying is greater than or equal to the Initial Price, or you are otherwise unable or unwilling to hold the Notes to the Maturity Date, as set forth on the cover of this pricing supplement, and seek an investment for which there will be an active secondary market.
¨ You are not willing or are unable to assume the credit risk associated with Deutsche Bank AG, as Issuer of the Notes for all payments on the Notes, including any Coupon Payment, any payment upon an automatic call or any payment of your initial investment at maturity.
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Final Terms
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Issuer
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Deutsche Bank AG, London Branch
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Issue Price
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100% of the Face Amount per Note
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Face Amount
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$1,000
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Term
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Approximately 1 year, subject to an earlier automatic call
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Trade Date
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July 2, 2014
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Settlement Date
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July 8, 2014
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Final Valuation Date1
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July 2, 2015
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Maturity Date1, 2
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July 9, 2015
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Reference Underlyings
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Common stock of Expedia, Inc. (Ticker: EXPE)
Common stock of Nimble Storage, Inc. (Ticker: NMBL)
Common stock of Tenet Healthcare Corporation (Ticker: THC)
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Call Feature
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The Notes will be automatically called if the Closing Price of the relevant Reference Underlying on any Observation Date is greater than or equal to the Initial Price. If the Notes are called, Deutsche Bank AG will pay you on the applicable Call Settlement Date a cash payment equal to $1,000 per $1,000 Face Amount of Notes plus the applicable Coupon Payment otherwise due on such day pursuant to the coupon feature. No further amounts will be owed to you under the Notes.
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Observation Dates1
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Quarterly on October 6, 2014, January 6, 2015, April 6, 2015 and July 2, 2015 (the “Final Valuation Date”)
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Call Settlement Dates
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Two business days following the relevant Observation Date, except that the Call Settlement Date for the final Observation Date will be the Maturity Date.
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Coupon Payments
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Coupons paid monthly in arrears on an unadjusted basis on the Coupon Payment Dates in twelve equal installments based on the Coupon Rate per annum (as set forth below), regardless of the performance of the relevant Reference Underlying unless the Notes are earlier called.
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Reference Underlyings:
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Coupon Rate per annum:
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Common stock of Expedia, Inc.
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8.40% per annum
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Common stock of Nimble Storage, Inc.
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10.50% per annum
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Common stock of Tenet Healthcare Corporation
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7.40% per annum
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Installments
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For the Notes linked to the common stock of Expedia, Inc., each installment will be 0.7000% of the Face Amount or $7.0000 per $1,000 Face Amount of Notes.
For the Notes linked to the common stock of Nimble Storage, Inc., each installment will be 0.8750% of the Face Amount or $8.7500 per $1,000 Face Amount of Notes.
For the Notes linked to the common stock of Tenet Healthcare Corporation, each installment will be 0.6167% of the Face Amount or $6.1667 per $1,000 Face Amount of Notes.
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Coupon Payment Dates1, 2
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Coupons will be paid monthly in arrears in twelve equal installments on the coupon payment dates listed below. The last Coupon Payment Date is the Maturity Date, subject to postponement as described in the accompanying product supplement and this pricing supplement.
August 8, 2014
September 8, 2014
October 8, 2014*
November 10, 2014
December 8, 2014
January 8, 2015*
February 9, 2015
March 9, 2015
April 8, 2015*
May 8, 2015
June 8, 2015
July 9, 2015 (the Maturity Date)
*If the Notes are automatically called prior to the Final Valuation Date, the applicable coupon will be paid on the corresponding Call Settlement Date and no further amounts will be paid on the Notes.
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Payment at Maturity (per $1,000 Face Amount of Notes)
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If the Notes are not automatically called and the Final Price of the relevant Reference Underlying is greater than or equal to the applicable Conversion Price, Deutsche Bank AG will pay you at maturity a cash payment (in addition to the final Coupon Payment) equal to $1,000 per $1,000 Face Amount of Notes.
If the Notes are not automatically called and the Final Price of the relevant Reference Underlying is less than the applicable Conversion Price, Deutsche Bank AG will deliver to you at maturity a number of shares of the applicable Reference Underlying equal to the Share Delivery Amount per $1,000 Face Amount of Notes (subject to adjustments in the case of certain corporate events as described in the accompanying product supplement).
Under these circumstances, the shares of the relevant Reference Underlying delivered as the Share Delivery Amount at maturity are expected to be worth less than your initial investment or may have no value at all.
If you receive the Share Delivery Amount at maturity, we will pay cash in lieu of delivering any fractional shares in an amount equal to that fraction multiplied by the closing price of the Reference Underlying on the Final Valuation Date.
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Initial Price
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The Closing Price of the relevant Reference Underlying on the Trade Date.
For the Notes linked to the common stock of Expedia, Inc., $80.26.
For the Notes linked to the common stock of Nimble Storage, Inc., $29.63.
For the Notes linked to the common stock of Tenet Healthcare Corporation, $47.85.
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Final Price
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The Closing Price of the relevant Reference Underlying on the Final Valuation Date.
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Conversion Price
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For the Notes linked to the common stock of Expedia, Inc., $68.22, equal to 85.00% of the Initial Price.
For the Notes linked to the common stock of Nimble Storage, Inc., $19.26, equal to 65.00% of the Initial Price.
For the Notes linked to the common stock of Tenet Healthcare Corporation, $40.67, equal to 85.00% of the Initial Price.
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Share Delivery Amount
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For the Notes linked to the common stock of Expedia, Inc., 14.6585 shares per $1,000 Face Amount of Notes.
For the Notes linked to the common stock of Nimble Storage, Inc., 51.9211 shares per $1,000 Face Amount of Notes.
For the Notes linked to the common stock of Tenet Healthcare Corporation, 24.5881 shares per $1,000 Face Amount of Notes.
The Share Delivery Amount for each Note is the number of shares of the applicable Reference Underlying equal to (1) the Face Amount per Note divided by (2) the Conversion Price. The Share Delivery Amount for each Note is subject to adjustments in the case of certain corporate events as described in the accompanying product supplement.
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Closing Price
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On any trading day, the last reported sale price of one share of the relevant Reference Underlying on the relevant exchange multiplied by the relevant Stock Adjustment Factor, as determined by the calculation agent.
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Stock Adjustment Factor
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Initially 1.0 for each Reference Underlying, subject to adjustment for certain actions affecting each Reference Underlying. See “Description of Securities — Anti-Dilution Adjustments for Reference Stock” in the accompanying product supplement.
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Investment Timeline
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Trade Date:
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The Closing Price of the relevant Reference Underlying (Initial Price) is observed, the Conversion Price is determined and the Coupon Rate is set.
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Monthly (including at maturity):
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Deutsche Bank AG pays the applicable coupon.
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Quarterly (including the Final Valuation Date):
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The Notes will be automatically called if the Closing Price of the relevant Reference Underlying on any Observation Date is greater than or equal to the Initial Price. If the Notes are automatically called, Deutsche Bank AG will pay you on the applicable Call Settlement Date a cash payment equal to $1,000 per $1,000 Face Amount of Notes plus the applicable Coupon Payment otherwise due on such day pursuant to the coupon feature and no further amounts will be due to you under the Notes.
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Maturity Date:
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The Final Price of the relevant Reference Underlying will be determined on the Final Valuation Date.
If the Notes are not automatically called and the Final Price of the relevant Reference Underlying is greater than or equal to the applicable Conversion Price, Deutsche Bank AG will pay you at maturity a cash payment (in addition to the final Coupon Payment) equal to $1,000 per $1,000 Face Amount of Notes.
If the Notes are not automatically called and the Final Price of the relevant Reference Underlying is less than the applicable Conversion Price, Deutsche Bank AG will deliver to you at maturity a number of shares of the applicable Reference Underlying equal to the Share Delivery Amount per $1,000 Face Amount of Notes (subject to adjustments in the case of certain corporate events as described in the accompanying product supplement).
Under these circumstances, the shares of the relevant Reference Underlying delivered as the Share Delivery Amount at maturity are expected to be worth less than your initial investment and may have no value at all.
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1
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Subject to postponement as described under “Description of Securities — Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement.
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2
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Notwithstanding the provisions under “Description of Securities — Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement, in the event the Final Valuation Date is postponed, the Maturity Date will be the fourth business day after the Final Valuation Date as postponed. If the Maturity Date is postponed, the Coupon Payment due on the Maturity Date will be made on the Maturity Date as postponed, with the same force and effect as if the Maturity Date had not been postponed, but no additional Coupon Payment will accrue or be payable as a result of the delayed payment.
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Key Risks
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Your Investment in the Notes May Result in a Loss of Your Initial Investment — The Notes differ from ordinary debt securities in that Deutsche Bank AG will not necessarily pay you your full initial investment in the Notes at maturity. We will only pay you the Face Amount of your Notes in cash if the Notes are automatically called or if the Final Price of the Reference Underlying is greater than or equal to the Conversion Price at maturity. If the Notes are not automatically called and the Final Price of the Reference Underlying is below the Conversion Price, we will deliver to you a number of shares of the applicable Reference Underlying equal to the Share Delivery Amount for each Note that you own instead of the Face Amount in cash. Therefore, if the Final Price of an applicable Reference Underlying is below the Conversion Price, the value of the Share Delivery Amount will decline at a percentage higher than the percentage decline below the Conversion Price as measured from the Initial Price. For example, if the Conversion Price is 80% of the Initial Price and the Final Price is less than the Conversion Price, you will lose 1.25% of your $1,000 Face Amount per Note at maturity for each additional 1.00% that the Final Price is less than the Conversion Price. If you receive shares of the Reference Underlying at maturity, the value of those shares is expected to be less than the initial investment of the Notes or may have no value at all.
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Your Potential Return on the Notes Is Limited to the Face Amount Plus the Coupon Payments and You Should Not Expect to Participate in Any Appreciation in the Price of the Reference Underlying — The Notes will not pay more than the Face Amount plus the Coupon Payments over the term of the Notes. If the Notes are automatically called, you will not participate in any appreciation in the price of the Reference Underlying and you will not receive any Coupon Payment after the applicable Call Settlement Date. If the Notes are automatically called on the first Observation Date, the total return on the Notes will be minimal. If the Notes are not automatically called, and the Final Price is greater than or equal to the Conversion Price, you will not participate in any appreciation in the price of the Reference Underlying, and you will receive only the Face Amount per Note (excluding any Coupon Payment). If the Notes are not automatically called and the Final Price is less than the Conversion Price, we will deliver to you at maturity shares of the Reference Underlying, which are expected to be worth less than the Face Amount as of the Maturity Date. Therefore, your return potential on the Notes will be limited to the Coupon Rate and may be less than what your return would be on a direct investment in the Reference Underlying.
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Contingent Repayment of Your Initial Investment Applies Only if You Hold the Notes to Maturity — If your Notes are not automatically called, you should be willing to hold your Notes to maturity. If you are able to sell your Notes prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the price of the Reference Underlying is above the Conversion Price.
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Higher Coupon Rates Are Generally Associated with a Greater Risk of Loss — Greater expected volatility with respect to the Reference Underlying reflects a higher expectation as of the Trade Date that the price of such Reference Underlying could close below the Conversion Price on the Final Valuation Date of the Notes. This greater expected risk will generally be reflected in a higher Coupon Rate for the Notes. However, while the Coupon Rate is set on the Trade Date, the Reference Underlying’s volatility can change significantly over the term of the Notes. The price of the Reference Underlying could fall sharply, which could result in a significant loss of your initial investment.
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Reinvestment Risk — If your Notes are automatically called early, the holding period over which you would receive any applicable Coupon, which is based on the relevant Coupon Rate as specified on the cover hereof, could be as little as three months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in the event the Notes are automatically called prior to the Maturity Date.
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Risks Relating to the Credit of the Issuer — The Notes are unsubordinated and unsecured obligations of the Issuer, Deutsche Bank AG, and are not, either directly or indirectly, an obligation of any third party. Any payment(s) to be made on the Notes, including any Coupon Payment, any payment upon an automatic call or any repayment of your initial investment provided at maturity, depends on the ability of Deutsche Bank AG to satisfy its obligations as they come 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 our credit risk will likely have an adverse effect on the value of the Notes. As a result, the actual and perceived creditworthiness of Deutsche Bank AG will affect the value of the Notes, and in the event Deutsche Bank AG were to default on its obligations, you might not receive any amount(s) owed to you under the terms of the Notes and you could lose your entire investment.
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The Issuer’s Estimated Value of the Notes on the Trade Date Will Be Less than the Issue Price of the Notes. — The Issuer’s estimated value of the Notes on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the Notes. The difference between the Issue Price and the Issuer’s estimated value of the Notes on the Trade Date is due to the inclusion in the Issue Price of the agent’s commissions and the cost of hedging our obligations under the Notes 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 Notes 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 and the estimated cost of hedging our obligations under the Notes, reduces the economic terms of the Notes to you and is expected to adversely affect the price at which you may be able to sell the Notes 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 note or otherwise value your Notes, that price or value may differ materially from the estimated value of the Notes 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 Notes in the secondary market.
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Past Performance of the Reference Underlying Is No Guide to Future Performance — The actual performance of the Reference Underlying may bear little relation to the historical prices of the relevant Reference Underlying, and may bear little relation to the hypothetical return examples set forth elsewhere in this pricing supplement. We cannot predict the future performance of the Reference Underlying. The common stock of Nimble Storage, Inc. commenced trading on December 13, 2013 and therefore has a very limited performance history.
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No Dividend Payments or Voting Rights — As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the Reference Underlying would have.
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Investing in the Notes Is Not the Same as Investing in the Reference Underlying — The return on your Notes may not reflect the return you would realize if you invested directly in the Reference Underlying. For instance, you will not participate in any potential appreciation of the Reference Underlying, which could be significant.
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Single Stock Risk — Each Note is linked to the common stock of a single Reference Underlying. The price of a Reference Underlying can rise or fall sharply due to factors specific to that Reference Underlying and its issuer (the “Reference Underlying Issuer”), such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically by the Reference Underlying Issuer with the SEC.
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If the Price of the Reference Underlying Changes, the Value of Your Notes May Not Change in the Same Manner — Your Notes may trade quite differently from the Reference Underlying. Changes in the market price of the Reference Underlying may not result in a comparable change in the value of your Notes.
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The Anti-Dilution Protection Is Limited — The calculation agent will make adjustments to the relevant Stock Adjustment Factor, the Share Delivery Amount and the Payment at Maturity in the case of certain corporate events. The calculation agent is not required, however, to make such adjustments in response to all events that could affect the relevant Reference Underlying. If an event occurs that does not require the calculation agent to make an adjustment, the value of the Notes 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 relevant Stock Adjustment Factor or any other terms of the Notes that are in addition to, or that differ from, those described in the accompanying product supplement to reflect changes occurring in relation to the Reference Underlying 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 for the Reference Underlying described in the accompanying product supplement may be materially adverse to investors in the Notes. You should read “Description of Securities — Anti-Dilution Adjustments for Reference Stock” in the accompanying product supplement in order to understand the adjustments that may be made to the Notes.
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In Some Circumstances, You May Receive the Equity Securities of Another Company and Not the Reference Underlying at Maturity — Following certain corporate events relating to the respective Reference Underlying Issuer where such Reference Underlying Issuer is not the surviving entity, you may receive the equity securities of a successor to the respective Reference Underlying Issuer or any cash or any other assets distributed to holders of the Reference Underlying in such corporate event. The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the Notes. For more information, see the section “Description of Securities — Anti-Dilution Adjustments for Reference Stock” in the accompanying product supplement. Regardless of the occurrence of one or more dilution or reorganization events, you should note that at maturity you will receive an amount in cash from Deutsche Bank AG equal to the Face Amount per Note unless the Final Price of the Reference Underlying is less than the Conversion Price.
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There Is No Affiliation Between the Reference Underlying Issuers and Us, and We Have Not Participated in the Preparation of, or Independently Verified, Any Disclosure by Such Reference Underlying Issuers — We are not affiliated with the Reference Underlying Issuers. However, we and our affiliates may currently or from time to time in the future engage in business with the Reference Underlying Issuers. Nevertheless, neither we nor our affiliates have participated in the preparation of, or independently verified, any information about the Reference Underlyings and the Reference Underlying Issuers. You, as an investor in the Notes, should make your own investigation into the Reference Underlyings and the Reference Underlying Issuers. None of the Reference Underlying Issuers are involved in the Notes offered hereby in any way and none of them have any obligation of any sort with respect to your Notes. None of the Reference Underlying Issuers have any obligation to take your interests into consideration for any reason, including when taking any corporate actions that might affect the value of your Notes.
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Assuming No Changes in Market Conditions and Other Relevant Factors, the Price You May Receive for Your Notes in Secondary Market Transactions Would Generally Be Lower than Both the Issue Price and the Issuer’s Estimated Value of the Notes on the Trade Date — While the payment(s) on the Notes described in this pricing supplement is based on the full Face Amount of your Notes, the Issuer’s estimated value of the Notes on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the Notes. The Issuer’s estimated value of the Notes on the Trade Date does not represent the price at which we or any of our affiliates would be willing to purchase your Notes 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 Notes 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 Notes on the Trade Date. Our purchase price, if any, in secondary market transactions would be based on the estimated value of the Notes 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 Notes and then-prevailing market conditions. The price we report to financial reporting services and to distributors of our Notes for use on customer account statements would generally be determined on the same basis. However, during the period of approximately five 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 Notes 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.
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There May Be Little or No Secondary Market for the Notes — The Notes will not be listed on any securities exchange. We or our affiliates intend to offer to purchase the Notes in the secondary market 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 trade or sell your
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Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which we or our affiliates may be willing to buy the Notes.
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¨
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Many Economic and Market Factors Will Affect the Value of the Notes — While we expect that, generally, the price of the Reference Underlying will affect the value of the Notes more than any other single factor, the value of the Notes prior to maturity will also be affected by a number of other factors that may either offset or magnify each other, including:
|
|
¨
|
the expected volatility of the Reference Underlying;
|
|
¨
|
the time remaining to maturity of the Notes;
|
|
¨
|
the market price and dividend rates of the Reference Underlying and the stock market generally;
|
|
¨
|
the real and anticipated results of operations of the Reference Underlying Issuer;
|
|
¨
|
actual or anticipated corporate reorganization events, such as mergers or takeovers, which may affect the Reference Underlying Issuer;
|
|
¨
|
interest rates and yields in the market generally and in the markets of the Reference Underlying;
|
|
¨
|
geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the Reference Underlying or markets generally;
|
|
¨
|
supply and demand for the Notes; and
|
|
¨
|
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
¨
|
Trading and Other Transactions by Us or Our Affiliates, or UBS AG or its Affiliates, in the Equity and Equity Derivative Markets May Affect the Value of the Notes — We or one or more of our affiliates expect to hedge our exposure from the Notes by entering into equity and equity derivative transactions, such as over-the-counter options or exchange-traded instruments. Such trading and hedging activities may affect the Reference Underlying and make it less likely that you will receive a positive return on your investment in the Notes. It is possible that we or our affiliates could receive substantial returns from these hedging activities while the value of the Notes declines. We or our affiliates, or UBS AG or its affiliates, may also engage in trading in instruments linked to the Reference Underlying on a regular basis as part of our general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block transactions. We or our affiliates, or UBS AG or its affiliates, may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to the Reference Underlying. By introducing competing products into the marketplace in this manner, we or our affiliates, or UBS AG or its affiliates, could adversely affect the value of the Notes. 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 Notes.
|
¨
|
We, Our Affiliates or Our Agents, or UBS AG or its Affiliates, May Publish Research, Express Opinions or Provide Recommendations that Are Inconsistent With Investing in or Holding the Notes. Any Such Research, Opinions or Recommendations Could Adversely Affect the Stock Price of the Reference Underlying and the Value of the Notes — We, our affiliates or our agents, or UBS AG or its affiliates, may publish research from time to time on financial markets and other matters that could adversely affect the value of the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any research, opinions or recommendations expressed by us, our affiliates or our agents, or UBS AG or its 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 Notes and the Reference Underlying to which the Notes are linked.
|
¨
|
Potential Deutsche Bank AG Impact on Price — Trading or transactions by Deutsche Bank AG or its affiliates in the Reference Underlying and/or over-the-counter options, futures or other instruments with returns linked to the performance of the Reference Underlying, may adversely affect the market price of the Reference Underlying and therefore, the value of the Notes.
|
¨
|
Potential Conflict of Interest — Deutsche Bank AG and its affiliates may engage in business with the Reference Underlying Issuer, which may present a conflict between the obligations of Deutsche Bank AG and you, as a holder of the Notes. Deutsche Bank AG, as the calculation agent, will determine the Final Price of the Reference Underlying and payment at maturity or upon an automatic call based on the Closing Price of the Reference Underlying in the market. The calculation agent can postpone the determination of the Closing Price of the Reference Underlying if a market disruption event occurs on any Observation Date (including the Final Valuation Date). In addition, the calculation agent retains a degree of discretion about certain adjustments to the Stock Adjustment Factor and the Share Delivery Amount upon the occurrence of certain corporate events. Deutsche Bank AG has determined the Issuer’s estimated value of the Notes on the Trade Date and will determine the price, if any, at which Deutsche Bank AG or our affiliates would be willing to purchase the Notes 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 Notes.
|
¨
|
There Is Substantial Uncertainty Regarding the U.S. Federal Income Tax Consequences of an Investment in the Notes — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Notes, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the Notes are uncertain, and the IRS or a court might not agree with the treatment of the Notes as Put Options secured by Deposits, as described below under “What Are the Tax Consequences of an Investment in the Notes?” If the IRS were successful in asserting an alternative treatment for the Notes, the tax consequences of ownership and disposition of the Notes could be materially and adversely affected. In addition, as described below under “What Are the Tax Consequences of an Investment in the Notes?”, 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. While it is not clear whether the Notes would be viewed as similar to the typical prepaid forward contract described in the notice, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, 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 Notes (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.
|
Scenario Analysis and Hypothetical Examples of Payment upon an Automatic Call or at Maturity
|
Term:
|
Approximately 1 year, subject to an earlier automatic call
|
Hypothetical Coupon Rate per annum**:
|
8.00% (or $6.667 per month)
|
Hypothetical Initial Price:
|
$100.00 per share
|
Hypothetical Conversion Price:
|
$80.00 (80.00% of the hypothetical Initial Price)
|
Hypothetical Share Delivery Amount***:
|
12.50 shares per Note ($1,000 / Conversion Price of $80.00)
|
Face Amount:
|
$1,000 per Note
|
Dividend yield on the Reference Underlying****:
|
1.00% of the Initial Price (based on 1.00% per annum)
|
*
|
Actual Coupon Rate with respect to the Coupon Payments, Initial Price and Conversion Price with respect to each Note are set forth in the “Final Terms” and on the cover of this pricing supplement and the actual Share Delivery Amount with respect to each Note is set forth in the “Final Terms.” If the actual Coupon Rate determined on the Trade Date is less than the hypothetical Coupon Rate, the actual Coupon Payments and return on your Notes at maturity or upon an automatic call will be less than the amounts shown in the examples below.
|
**
|
Coupon Payments will be paid monthly in arrears during the term of the Notes on an unadjusted basis unless earlier called.
|
***
|
If you receive the Share Delivery Amount at maturity, we will pay cash in lieu of delivering any fractional shares in an amount equal to that fraction multiplied by the closing price of the Reference Underlying on the Final Valuation Date.
|
****
|
Assumed dividend yield to be received by holders of the Reference Underlying during the term of the Notes. The hypothetical dividend yield is used for illustrative purposes only and is not an indication of the dividend history or future dividend payments on the Reference Underlying. Holders of the Notes will not be entitled to any dividend payments made on the Reference Underlying.
|
Payment upon automatic call:
|
$1,000.00
|
|
Coupon Payments:
|
$ 20.00
|
($6.667 × 3 = $20.00)
|
Total:
|
$1,020.00
|
|
Total Return on the Notes:
|
2.00%
|
Payment upon automatic call:
|
$1,000.00
|
|
Coupon Payments:
|
$ 60.00
|
($6.667 × 9 = $60.00)
|
Total:
|
$1,060.00
|
|
Total Return on the Notes:
|
6.00%
|
Payment at Maturity:
|
$1,000.00
|
|
Coupons:
|
$ 80.00
|
($6.667 × 12 = $80.00)
|
Total:
|
$1,080.00
|
|
Total return on the Notes:
|
8.00%
|
Value on the Maturity Date of shares of the Reference Underlying received:
|
$ 600.00
|
(12.00 shares × $50.00)
|
Amount of cash received for fractional shares at the Final Price:
|
$ 25.00
|
(0.50 shares × $50.00)
|
Coupons:
|
$ 80.00
|
($6.667 × 12 = $80.00)
|
Total:
|
$ 705.00
|
|
Total return on the Notes:
|
-29.50%
|
Reference Underlying
|
The Hypothetical Final Price is Greater Than or Equal to the Hypothetical Conversion Price and There Was No Prior Automatic Call
|
The Hypothetical Final Price Is
Less Than the Hypothetical
Conversion Price and There Was No Prior Automatic Call
|
||||
Hypothetical
Final Price
|
Stock Price
Return
|
Total
Payment at
Maturity +
Coupon
Payments(1)
|
Total Return
on the Notes
at Maturity(2)
|
Value of
the Share
Delivery
Amount(3)
|
Value of
Share Delivered
at Maturity +
Coupon
Payments(4)
|
Total Return on
the Notes
at Maturity(2)
|
$150.00
|
50.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$145.00
|
45.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$140.00
|
40.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$135.00
|
35.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$130.00
|
30.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$125.00
|
25.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$120.00
|
20.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$115.00
|
15.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$110.00
|
10.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$105.00
|
5.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$100.00
|
0.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$95.00
|
-5.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$90.00
|
-10.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$85.00
|
-15.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$80.00
|
-20.00%
|
$1,080.00
|
8.00%
|
N/A
|
N/A
|
N/A
|
$75.00
|
-25.00%
|
N/A
|
N/A
|
$937.50
|
$1,017.50
|
1.75%
|
$70.00
|
-30.00%
|
N/A
|
N/A
|
$875.00
|
$955.00
|
-4.50%
|
$65.00
|
-35.00%
|
N/A
|
N/A
|
$812.50
|
$892.50
|
-10.75%
|
$60.00
|
-40.00%
|
N/A
|
N/A
|
$750.00
|
$830.00
|
-17.00%
|
$55.00
|
-45.00%
|
N/A
|
N/A
|
$687.50
|
$767.50
|
-23.25%
|
$50.00
|
-50.00%
|
N/A
|
N/A
|
$625.00
|
$705.00
|
-29.50%
|
$40.00
|
-60.00%
|
N/A
|
N/A
|
$500.00
|
$580.00
|
-42.00%
|
$30.00
|
-70.00%
|
N/A
|
N/A
|
$375.00
|
$455.00
|
-54.50%
|
$20.00
|
-80.00%
|
N/A
|
N/A
|
$250.00
|
$330.00
|
-67.00%
|
$10.00
|
-90.00%
|
N/A
|
N/A
|
$125.00
|
$205.00
|
-79.50%
|
$0.00
|
-100.00%
|
N/A
|
N/A
|
$0.00
|
$80.00
|
-92.00%
|
(1)
|
Payment consists of the Face Amount plus hypothetical Coupon Payments of 8.00% per annum.
|
(2)
|
The total return on the Notes at maturity includes hypothetical Coupon Payments of 8.00% per annum.
|
(3)
|
The value of the Share Delivery Amount consists of the shares included in the Share Delivery Amount multiplied by the closing price of the Reference Underlying on the Maturity Date. If you receive the Share Delivery Amount at maturity, we will pay cash in lieu of delivering any fractional shares in an amount equal to that fraction multiplied by the closing price of the Reference Underlying on the Final Valuation Date. For purposes of this hypothetical return table, the Closing Price of one share of the Reference Underlying on the Maturity Date is deemed to be the same as the hypothetical Final Price as of the Final Valuation Date.
|
(4)
|
The actual value of the payment consists of the market value of a number of shares of the Reference Underlying equal to the Share Delivery Amount, valued and delivered as of the Maturity Date with fractional shares paid in cash at the closing price of the Reference Underlying on the Final Valuation Date, plus the Coupon Payments received during the term of the Notes.
|
Information about the Reference Underlyings
|
Expedia, Inc.
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
7/1/2009
|
9/30/2009
|
$23.44
|
$12.92
|
$22.52
|
10/1/2009
|
12/31/2009
|
$25.48
|
$21.09
|
$24.18
|
1/1/2010
|
3/31/2010
|
$24.39
|
$19.99
|
$23.47
|
4/1/2010
|
6/30/2010
|
$23.98
|
$17.66
|
$17.66
|
7/1/2010
|
9/30/2010
|
$27.88
|
$17.24
|
$26.53
|
10/1/2010
|
12/31/2010
|
$27.40
|
$23.60
|
$23.60
|
1/1/2011
|
3/31/2011
|
$25.67
|
$18.51
|
$21.31
|
4/1/2011
|
6/30/2011
|
$27.26
|
$20.93
|
$27.26
|
7/1/2011
|
9/30/2011
|
$29.80
|
$24.22
|
$24.22
|
10/1/2011
|
12/31/2011
|
$30.07
|
$22.86
|
$29.02
|
1/1/2012
|
3/31/2012
|
$35.44
|
$28.63
|
$33.44
|
4/1/2012
|
6/30/2012
|
$50.05
|
$31.18
|
$48.07
|
7/1/2012
|
9/30/2012
|
$59.40
|
$44.06
|
$57.84
|
10/1/2012
|
12/31/2012
|
$61.86
|
$51.33
|
$61.45
|
1/1/2013
|
3/31/2013
|
$67.50
|
$60.01
|
$60.01
|
4/1/2013
|
6/30/2013
|
$65.02
|
$54.96
|
$60.15
|
7/1/2013
|
9/30/2013
|
$65.52
|
$45.70
|
$51.79
|
10/1/2013
|
12/31/2013
|
$69.66
|
$47.89
|
$69.66
|
1/1/2014
|
3/31/2014
|
$79.99
|
$63.27
|
$72.50
|
4/1/2014
|
6/30/2014
|
$80.35
|
$68.44
|
$78.76
|
7/1/2014
|
7/2/2014*
|
$80.78
|
$80.26
|
$80.26
|
*
|
As of the date of this pricing supplement, available information for the third calendar quarter of 2014 includes data for the period through July 2, 2014. Accordingly, the “Quarterly Closing High,” “Quarterly Closing Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the third calendar quarter of 2014.
|
Nimble Storage, Inc.
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
12/13/2013*
|
12/31/2013
|
$45.30
|
$33.86
|
$45.30
|
1/1/2014
|
3/31/2014
|
$56.23
|
$34.20
|
$37.89
|
4/1/2014
|
6/30/2014
|
$40.47
|
$20.55
|
$30.72
|
7/1/2014
|
7/2/2014**
|
$30.43
|
$29.63
|
$29.63
|
*
|
The common stock of Nimble Storage, Inc. commenced trading on December 13, 2013 and therefore has a very limited performance history. Accordingly, the “Quarterly Closing High,” “Quarterly Closing Low” and “Quarterly Close” data indicated for the fourth calendar quarter of 2013 are for the shortened period from December 13, 2013 through December 31, 2013.
|
**
|
As of the date of this pricing supplement, available information for the third calendar quarter of 2014 includes data for the period through July 2, 2014. Accordingly, the “Quarterly Closing High,” “Quarterly Closing Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the third calendar quarter of 2014.
|
Tenet Healthcare Corporation
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Close
|
7/1/2009
|
9/30/2009
|
$23.80
|
$10.52
|
$23.52
|
10/1/2009
|
12/31/2009
|
$24.96
|
$18.20
|
$21.56
|
1/1/2010
|
3/31/2010
|
$25.20
|
$19.84
|
$22.88
|
4/1/2010
|
6/30/2010
|
$25.56
|
$17.36
|
$17.36
|
7/1/2010
|
9/30/2010
|
$19.00
|
$15.68
|
$18.88
|
10/1/2010
|
12/31/2010
|
$27.32
|
$16.32
|
$26.76
|
1/1/2011
|
3/31/2011
|
$30.04
|
$26.60
|
$29.80
|
4/1/2011
|
6/30/2011
|
$30.52
|
$23.64
|
$24.96
|
7/1/2011
|
9/30/2011
|
$26.00
|
$16.12
|
$16.52
|
10/1/2011
|
12/31/2011
|
$20.76
|
$14.36
|
$20.52
|
1/1/2012
|
3/31/2012
|
$23.88
|
$18.76
|
$21.24
|
4/1/2012
|
6/30/2012
|
$21.92
|
$17.56
|
$20.96
|
7/1/2012
|
9/30/2012
|
$25.36
|
$17.56
|
$25.08
|
10/1/2012
|
12/31/2012
|
$33.50
|
$23.29
|
$32.47
|
1/1/2013
|
3/31/2013
|
$47.58
|
$33.16
|
$47.58
|
4/1/2013
|
6/30/2013
|
$49.25
|
$39.26
|
$46.10
|
7/1/2013
|
9/30/2013
|
$46.23
|
$38.23
|
$41.19
|
10/1/2013
|
12/31/2013
|
$48.26
|
$39.81
|
$42.12
|
1/1/2014
|
3/31/2014
|
$48.33
|
$38.90
|
$42.81
|
4/1/2014
|
6/30/2014
|
$49.47
|
$38.75
|
$46.94
|
7/1/2014
|
7/2/2014*
|
$47.85
|
$46.60
|
$47.85
|
*
|
As of the date of this pricing supplement, available information for the third calendar quarter of 2014 includes data for the period through July 2, 2014. Accordingly, the “Quarterly Closing High,” “Quarterly Closing Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the third calendar quarter of 2014.
|
What Are the Tax Consequences of an Investment in the Notes?
|
Reference Underlying
|
Coupon Rate per annum
|
Interest on Deposit
per annum
|
Put Premium
per annum
|
Common stock of Expedia, Inc.
|
8.40%
|
0.503%
|
7.897%
|
Common stock of Nimble Storage, Inc.
|
10.50%
|
0.503%
|
9.997%
|
Common stock of Tenet Healthcare Corporation
|
7.40%
|
0.503%
|
6.897%
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
Validity of the Notes
|