6-K - DB - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

        PURSUANT TO RULE 13
        a
        -16 OR 15
        d
        -16

        UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number 1-15242

DEUTSCHE BANK CORPORATION

(Translation of Registrant’s Name Into English)

Deutsche Bank Aktiengesellschaft

        Taunusanlage 12

        60325 Frankfurt am Main

        Germany

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Explanatory note and Exhibit

On June 28, 2024, Deutsche Bank AG published the attached exhibit. This Report on Form 6-K and the exhibit hereto are hereby incorporated by reference into Registration Statement No. 333-278331 of Deutsche Bank AG.

We generally publish our financial results prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union, including application of portfolio fair value hedge accounting for non-maturing deposits and fixed rate mortgages with pre-payment options (“EU IFRS”, using the “EU carve-out”). Fair value hedge accounting under the EU carve-out is employed to minimize the accounting exposure to both positive and negative moves in interest rates in each tenor bucket thereby reducing the volatility of reported revenue from Treasury activities. In addition, our financial targets and capital objectives are based on our financial results prepared in accordance with EU IFRS. Exhibit 99.1 hereto presents financial information using EU IFRS.

For U.S. reporting purposes, we also prepare versions of certain of our financial reports in accordance with IFRS as issued by the International Accounting Standards Board (IASB), which does not permit use of the EU carve-out (“IASB IFRS”), but which is otherwise the same as EU IFRS. For example, our 2023 Annual Report on Form 20-F has been prepared using IASB IFRS, and the impact of the EU carve-out is described in Note 1, “Material accounting policies and critical accounting estimates – Basis of accounting – EU carve-out” to the consolidated financial statements contained therein. Our 1Q 2024 Earnings Report filed as Exhibit 99.1 to our Report on Form 6-K dated April 25, 2024 has also been prepared using IASB IFRS, and the impact of the EU carve-out is described in the section “Basis of preparation/impact of changes in accounting principles” thereof.

Exhibit 99.1: Key updates communicated during 2Q 2024, June 28, 2024 (EU IFRS).

Forward-looking statements contain risks

This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. Any statement in this report that states our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our 2023 Annual Report on Form 20-F filed with the SEC on March 14, 2024, in the section entitled “Risk Factors” on pages 11 through 41. Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.

Use of Non-GAAP Financial Measures

This document and other documents we have published or may publish contain non-GAAP financial measures. Non-GAAP financial measures are measures of our historical or future performance, financial position or cash flows that contain adjustments that exclude or include amounts that are included or excluded, as the case may be, from the most directly comparable measure calculated and presented in accordance with IFRS in our financial statements. Examples of its non-GAAP financial measures, and the most directly comparable IFRS financial measures, are as follows:

Non-GAAP Financial Measure	Most Directly Comparable IFRS Financial Measure
Profit (loss) attributable to Deutsche Bank shareholders for the segments, Profit (loss) attributable to Deutsche Bank shareholders and additional equity components for the segments	Profit (loss)
Revenues excluding specific items, Revenues on a currency-adjusted basis	Net revenues
Adjusted costs, Costs on a currency-adjusted basis, Nonoperating costs	Noninterest expenses
Net assets (adjusted)	Total assets
Tangible shareholders’ equity, Average tangible shareholders’ equity, Tangible book value, Average tangible book value	Total shareholders’ equity (book value)
Post-tax return on average shareholders’ equity (based on Profit (loss) attributable to Deutsche Bank shareholders after AT1 coupon), Post-tax return on average tangible shareholders’ equity (based on Profit (loss) attributable to Deutsche Bank shareholders after AT1 coupon)	Post-tax return on total shareholders’ equity
Book value per basic share outstanding, Tangible book value per basic share outstanding	Book value per share outstanding

For descriptions of these non-GAAP financial measures and the adjustments made to the most directly comparable financial measures under IFRS, please refer to (i) the section “Non-GAAP financial measures” of Exhibit 99.1 of our Report on Form 6-K dated April 25, 2024 and (ii) the section “Supplementary Information (Unaudited): Non-GAAP Financial Measures” on pages 430 to 437 of our 2023 Annual Report on Form 20-F.

When used with respect to future periods, non-GAAP financial measures we use are also forward-looking statements. We cannot predict or quantify the levels of the most directly comparable financial measures under IFRS that would correspond to these measures for future periods. This is because neither the magnitude of such IFRS financial measures, nor the magnitude of the adjustments to be used to calculate the related non-GAAP financial measures from such IFRS financial measures, can be predicted. Such adjustments, if any, will relate to specific, currently unknown, events and in most cases can be positive or negative, so that it is not possible to predict whether, for a future period, the non-GAAP financial measure will be greater than or less than the related IFRS financial measure.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Deutsche Bank Aktiengesellschaft

Date: June 28, 2024

By:	<br> _/s/ Andrea Schriber____________<br>
Name:	Andrea Schriber
Title:	Managing Director
By:	<br> _/s/ Joseph C. Kopec____________<br>
---	---
Name:	Joseph C. Kopec
Title:	Managing Director and Senior Counsel

Report

Exhibit 99.1

Key updates communicated during Q2 2024

June 28, 2024

Key updates communicated during Q2 2024

Revenues:

       At the 
       Deutsche Bank Global Financial Services Conference, James von Moltke provided guidance for the Q2 2024 divisional revenue performance:

        Revenues in the
         Corporate Bank 
        are
         expected to 
        be
         essentially flat
         for Q2 compared to Q1 2024
         due to continued non-interest revenue growth,
         while deposit revenues, although normalizing, 
        have remained
         more resilient than expected

        Investment Bank 
        revenues
         are expected to be 
        higher 
        YoY
         in Q2, due to 
        significantly higher revenues in 
        Origination & Advisory \(O&A\), 
                          as some of the momentum from Q1 was maintained in Q2,
         with strong Debt Origination and conducive Leveraged Debt Capital Markets, while Advisory continues to be encouraging in terms of booked revenues and the remaining pipeline; 
        Fixed Income & Currencies \(FIC\)

        revenues are 
        expected to come in 
        slightly lower 
        YoY for Q2
         due to a continuation of the themes from Q1, in particular 
        reduced activity seen in 
        the 
        Rates market

        In the 
        Private Bank, 
         a typical seasonal pattern of 
        slightly reduced
         revenues in Q2 compared to Q1 2024
         is expected,
         though NII remains resilient; non-interest revenues are 
        generally 
        expected to be 
        stronger in a Q1 as more clients tend to make their investment decisions
         for the year in this quarter

       Fabrizio Campelli confirmed these trends at the 
       Goldman Sachs European Financial Services Conference,
        though highlighting that he still expects revenues in 
       FIC
        for FY 2024 to come in 
       slightly higher YoY,
        while 
       O&A
        revenues are expected to be 
       significantly higher YoY
        for FY 2024

       At the 
       Q1 2024 results, James von Moltke said that first quarter results reinforced expectations that Deutsche Bank will 
       improve by three-digit millions on prior guidance of an around € 600m reduction in banking book NII
        for FY 2024 relative to the prior year; this improvement is expected to be driven by better deposit margins, 
       increased 
       deposit volumes, firming loan margins, 
       improved 
       funding costs, and the implied forward rates, amongst others

       At the Q1 2024 results, Christian Sewing 
       said that Deutsche Bank remains 
       confident in 
       achieving 
       € 30bn revenue target
        for FY 2024 and the

       € 32bn target for FY 2025; this was reiterated by James von Moltke at the Deutsche Bank Global Financial Services Conference, where he also highlighted that he 
       expects much of the growth in the next couple of years to come from
        increases in
        commissions and fee income

Nonoperating costs:

       On April 26, 2024, Deutsche Bank
        provided an update on the 
       Postbank takeover litigation matter,
        where the Higher Regional Court of Cologne assessed the claims of certain former Postbank shareholders that a higher offer price in connection with Deutsche Bank’s voluntary takeover offer of October 7, 2010, should have been paid. 
       During the hearing, the Court indicated that it may find elements of these claims valid in a later ruling. 
       While Deutsche Bank continues to disagree strongly with this assessment, the Court’s statement 
       impacts our previous
        estimation of the probability of a future outflow, resulting in a legal provision in Q2 2024, impacting Q2 and FY 2024 profitability and capital ratios. 
       The estimate of the 
       full amount of all claims, including cumulative interest as of April 2024, is approximately € 1.3bn

       Deutsche Bank stated that 
       this matter does not change the bank’s financial targets for FY 2025

       and the 
       bank is 
       working hard to 
       minimize 
       the impact of this legal matter for Deutsche Bank shareholders

       Further information on the Postbank takeover litigation matter can be found in 
       a dedicated Q&A published on April 28, 2024

       At the Deutsche Bank Global Financial Services Conference, James von Moltke mentioned that the impact of € 1.3bn in Q2 has been 
       booked in the litigation line in Corporate & Other

       In addition, he reminded investors and analysts that the Postbank takeover litigation matter
        comes on top of the usual level 
       of litigation 
       expense 
       in the ordinary course
        of business
        which he would expect to see also in Q2

       Deutsche Bank now expects net litigation charges in Q2 to be around € 1.5bn, or 
       around € 1.3bn on a
        post-tax basis, reflecting 
       both
        ordinary course 
       litigation 
       bookings 
       as well as recent progress 
       resolving additional legacy matters

       The post-tax 
       amount
        of around € 1.3bn reflects 
       the view that majority of the 
       Q2 litigation charges 
       are
        not tax 
       deductible

Adjusted costs:

       At the Q1 2024 
       results, 
       James von Moltke

       affirmed

       Deutsche Bank’s
        target to

       maintain 
       a quarterly run-rate of around 
       € 5bn
        of adjusted costs this year and around 

       € 20bn for 
       FY 2024; this was reaffirmed at 
       the Deutsche Bank Global Financial Services Conference

       At the Q1 2024 results, James von Moltke said that
        bank levies

       are 
       expected 
       to be around 
       € 50m

       for FY 2024
        and 
       around

       € 150m for FY 2025

Provision for credit losses:

       In the
        Q1 2024 results
        presentation, 
       James von Moltke
        stated that 
       Deutsche Bank’s
        full year guidance for provision
        for credit losses
        is unchanged at the higher end of the range of 
       25-30bps of average loans, reflecting
        expectations
        that provisions will 
       remain elevated in H1;
        this was reiterated at the 
       Deutsche Bank Global Financial Services Conference

Capital distribution:

       The impact of 
       the € 1.3bn
        provision for the Postbank 
       takeover litigation matter 
       was estimated 
       to be
        around 
       20bps on the 
       Q1 2024 CET1 ratio

       As mentioned in the dedicated Q&A on the Postbank takeover litigation matter, 
       Deutsche Bank’s distribution ambition
        for a 50% year-on-year increase in cash dividend per share, the 50% total payout ratio objective for FY 2024, comprising cash dividends and share buybacks, and the objective to achieve total distributions in excess of € 8bn in respect of FY 2021-2025, paid in 2022-2026, 
       remain unchanged
       ; however, the bank noted that a second share buyback in H2 2024 has become less likely at the current point in time

Issuance:

       Select issuance highlights below:

         April 10, 2024: CNY 3.0bn 2.59% Senior Preferred with maturity in 2026

       May 7, 2024: $ 1.0bn 5.414% Senior Preferred with maturity in 2029

       May 23, 2024: JPY quadruple-tranche:

      37.7bn 1.017% Senior Preferred with maturity in 2027

      13.7bn 1.417% Senior Non-Preferred with maturity in 2028 \(callable 2027\)

      2.6bn 1.709% Senior Non-Preferred with maturity in 2030 \(callable 2029\)

      10.3bn Senior Non-Preferred with maturity in 2035 \(callable 2034\)

      ~€ 10.6bn issued YTD out of € 13-18bn funding plan for the year

Other / Ratings:

       End of June 
       DBRS Morningstar revised the outlook of
        its credit ratings for Deutsche Bank
        to ‘Positive’, based on the 
       bank’s progress towards its 2025 targets, 
       cost and risk discipline and a strong capital and balance sheet position

       Also, earlier in June, 
       Moody’s and Fitch affirmed the bank’s credit ratings together with a stable outlook, stating that the transformation has led to a more focused and profitable group. 
       This is supported by a good risk management track record and stable deposit base

       Further improving operating profitability towards 2025 targets is the key lever to 
       generate additional
        upward pressure on the ratings. Reports are available under 
       Ratings – Deutsche Bank \(db.com\)

Next significant events:

        July 24, 2024 – Q2 2024 results – Analyst Conference Call

        July 25, 2024 – Q2 2024 results – Fixed Income Call

Disclaimer

This presentation contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our revenues and in which we hold a substantial portion of our assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our SEC Form 20-F of March 14, 2024 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from investor-relations.db.com.