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 December 2023

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 December 29, 2023, 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. 333-258403 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 Q3 2023 Earnings Report attached as Exhibit 99.1 of our Report on Form 6- K dated October 25, 2023 has been prepared using IASB IFRS, and the impact of the EU carve-out is described in the section thereof captioned “Basis of preparation/impact of changes in accounting principles”.

Exhibit 99.1 : Key updates communicated during Q4 2023, December 29, 2023 (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 2022 Annual Report on Form 20-F filed with the SEC, on pages 12 through 54 under the heading “Risk Factors.” 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) before tax excluding nonoperating costs	Profit (loss) before tax
Profit (loss) attributable to Deutsche Bank shareholders, Profit (loss) attributable to Deutsche Bank shareholders and additional equity components, Profit (loss) attributable to Deutsche Bank shareholders based on pro rata bank levies and excluding nonoperating costs	Profit (loss)
Revenues excluding specific items, Revenues on a currency-adjusted basis	Net revenues
Adjusted costs, Noninterest expenses based on pro rata bank levies, Costs on a currency-adjusted basis, Nonoperating costs, Noninterest expenses excluding nonoperating costs	Noninterest expenses
Cost/income ratio based on pro rata bank levies and excluding nonoperating costs	Cost/income ratio based on 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 AT 1 coupon), Post-tax return on average tangible shareholders’ equity (based on Profit (loss) attributable to Deutsche Bank shareholders after AT 1 coupon), Post-tax return on average shareholders’ equity excluding nonoperating costs, Post-tax return on average shareholders’ equity based on pro rata bank levies and excluding nonoperating costs, Post-tax return on average tangible shareholders’ equity excluding nonoperating costs, Post-tax return on average tangible shareholders’ equity based on pro rata bank levies and excluding nonoperating costs	Post-tax return on average shareholders’ equity
Tangible book value per basic share outstanding, 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 October 25, 2023 and (ii) the section “Supplementary Information (Unaudited): Non-GAAP Financial Measures” on pages 550 through 558 of our 2022 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: January 2, 2024

By:	<br> _/s/ Andrea Schriber____________<br>
Name:	Andrea Schriber
Title:	Managing Director
By:	<br> _/s/ Mathias Otto ______________<br>
---	---
Name:	Mathias Otto
Title:	Managing Director and Senior Counsel

Report

Exhibit 99.1

Key updates communicated during Q4 2023

29 December 2023

Key updates communicated during Q4 2023

Costs:

													At the 							Q3 2023 results							, 							James von Moltke 							reiterated the expectation							 							for							 adjusted costs for FY 2023 to be essentially flat compared to FY 2022,							 with 							impacts from inflationary pressures, ongoing investments, and business growth
				- - 							Noninterest expenses for FY 2023 are expected to be slightly higher compared to FY 2022							 reflecting							 							higher than originally anticipated litigation charges recorded in Q2 2023 and impacts in relation to the Numis transaction, which closed on October 13, 2023
				- - 							In each case, as disclosed, 							this guidance included an expectation that the German banking industry would receive a restitution payment from a national resolution fund							 which will have completed its statutory term as of December 31, 2023
				- - 							Despite 							active engagement with the Federal Government throughout the year, an agreement regarding this payment was not included in the recently announced budget							 and therefore 							is							 							not 							expected to 							be recognized							 in 							FY 							2023
				- - 							With regard to the							 expected							 							cost run-rate							 going forward,							 James von Moltke 							reiterated the							 							guidance range of 							adjusted costs 							excluding bank levies 							of € 							4.95bn to € 							5bn per 							quarter; 							and 							in							Q4							 							additional remediation costs 							for 							Post							bank 							are expected to 							be around € 							30-35m

						Christian Sewing stated at							 the							 Q3 2023 results that the Group is 							on track to meet its efficiency measures of € 2.5bn,							 with existing savings measures largely proceeding in line with or ahead of plan

Q4 2023 items:

						Following the guidance provided at the 							Q3 2023 results,							 James von Moltke gave 							an update on a number of particular items expected in Q4 2023 							at the 							UBS European Conference:

								~€ 250m impairment of goodwill is expected related to the Numis acquisition,

								€ 300-350m restructuring and severance costs, of which around € 150m is related to the restructuring of the Postbank branch network agreement; this is intended to provide the contractual freedom for the bank to reduce the number of Postbank branches by around 250 over the next three years									,

								~€ 500m revaluation of deferred tax assets, and

								the potential restitution payment from a national resolution fund

						James von Moltke also noted on these occasions that there are typical year-end valuation and testing processes which also introduce some uncertainty into the Q4 2023 results; however, he reiterated his expectation that the net impact of 							the exceptional							 							items 							in total 							would be positive

Revenues:

						At the 							Q3 2023 							results, 							James von Moltke stated that 							FY 2023 revenues							 							are							 expected to be 							around							 € 29bn

						At the UBS European Conference,							 James von Moltke stated that revenue 							development 							was driven by growth in the deposit-rich businesses of 							the Private Bank and 							Corporate Bank

						Looking at Q4, he							 said that 							Origination & Advisory 							revenues are							 expected to be higher than in Q3							, and this momentum is expected to continue through 							FY 							2024

						Overall, 							Investment 							Bank							 revenues for Q4 are expected to be in line with consensus

													With regard to net interest income \(NII\), at the UBS European Conference														 James von Moltke stated that Deutsche Bank							 has 							benefited 							significantly from 							passthrough rates							 lower than the modelled betas in 							FY 							2023, with a 							sequential NII tailwind for the operating businesses of over € 2bn in							 FY							 2023

						Looking to							 FY							 2024, 							the expectation is for NII to decrease 							by € 500m							, but be compensated by rising non-interest revenues, 							moving back to growth							 in							 FY							 2025							 from interest rate sensitive revenues

						At the Q3 2023 results, Christian Sewing stated that 							the bank’s 							goal is to deliver 							revenues of 							around							 € 30bn							 							in							 							FY 							2024							, as Deutsche Bank has a lot of sources of non-interest revenue							 growth;							 							the bank							 							has 							made additional							 investments in							 the							 Wealth Management and							 Origination & Advisory businesses							, including through the acquisition of Numis

Provision for credit losses:

						At the							 							Q3 2023							 results, 							James von Moltke							 							reiterated							 that Deutsche Bank expects the provision for credit losses for FY 2023 to be 							in							 a range between 25 to 30							bps							 							of average loans,							 albeit 							at 							the 							upper end of the range

						He added that operational backlog issues from the Postbank integration could impact Q4 2023 provisioning, similar 							to							 Q3							 2023

Capital and capital distribution:

							At the								 								Q3 2023								 results, Christian Sewing								 reconfirmed Deutsche Bank’s commitment to its 								capital distribution plans								,								 as laid out at the Investor Deep Dive 2022

									On December 11, 2023, 										Deutsche Bank announced 										the successful completion of its € 450m share buyback program										 \(45.5m shares or 2.23% of the bank’s share capital\), conducted between August 2 and December 8, 2023; this increases total distributions to shareholders during 2022 and 2023 to € 1.77bn

									James von Moltke confirmed at the 										UBS European Conference										 that the bank remains committed and 										is 										on track to distribute € 8bn to shareholders by 2025

									He reiterated the 50% ramp on dividends										 p.a.										, with 										the 										2023 dividend										 per share										 at € 0.30 										anticipated to increase 										to € 0.45 in 2024

									He further noted that the 										repurchase 										in 2023 tracked in line with the 										50% 										dividend 										increase

							Christian Sewing 								also 								announced further capital opportunities								 at the Q3 								2023 								results								, 								with 								additional capital of 								€ 								3bn 								being freed up								, 								supporting accelerated and expanded distributions to shareholders, whilst boosting the bank’s ability to invest strategically

									At the UBS European Conference, 										 James von Moltke confirmed that the bank would look to allocate a significant amount of the 										€ 										3bn for distributions to shareholders

									He also stated that discussions with the ECB over the size of the bank’s initial share repurchase next year were ongoing, and that the bank intends to announce 										the 										initial repurchase 										with Q4 2023 earnings										, subject to ECB approval

							James von Moltke stated at								 the Q3 results that the 								target of €								 								15								-								20bn 								risk-weighted asset \(RWA\)								 reductions								 by the end of 2025 has been increased to €								 								25								-								30bn								 due to strong progress, with €								 								10bn cumulative RWA reductions to date coming from data and process optimization initiatives

							In addition, 								the 								estimated impact of the current 								Basel III 								framework legislative draft 								is now								 € 15bn compared to a previous estimate of € 25								-								30bn

							In the 								Earnings Report as of September 30, 2023								, 								it was stated that the Common Equity Tier 1 ratio \(CET1 ratio\) by YE 2023 is expected to remain essentially flat to FY 2022								 \(13.4%\)								 and Q3 2023								 \(13.9%\)

							On December 13, 2023, 								Deutsche								 Bank								 published its 								prudential 								capital requirements for 2024								 following the 2023 Supervisory Review and Evaluation Process \(SREP\); 								from January 1, 2024, Deutsche Bank will be required to hold a Pillar 2 requirement \(P2R\) of 2.65%, a reduction of 5bps compared to the bank’s current P2R								, while the ECB 								has also set a P2R-L for the leverage ratio for the first time 								with a requirement of 10bps

2025 targets:

							At the Q3								 2023 results, 								James von Moltke								 reiterated that Deutsche Bank is on 								track 								towards achieving 								its 								targets set for FY 2025

									Revenue growth of nearly 7% on a compound basis										 \(CAGR\)										 over the last twelve months relative to										 FY										 2021 puts the bank on track to deliver revenue growth above 										the 										2025 target										 of 3.5-4.5% CAGR										 against FY 2021

Issuance:

							Select issuance highlights below:

									November 6, 2023: € 0.5bn 3.375% Pfandbrief with maturity in 2029

									November 14, 2023: € 0.5bn 3.625% Cédulas with maturity in 2026

									November 15, 2023: $ 1.5bn 6.819% senior non-preferred with maturity in 2029 \(callable 2028\)

									November 30, 2023: CNY 1.0bn 3.3% senior preferred with maturity in 2026 \(Panda bond\)

Next significant events:

							February 1, 2024								 –								 								Preliminary results for Q4/FY 2023 								– Annual 								Media Conference and Investor and Analyst Conference 								Call

							February 2, 2024								 – 								Preliminary results for 								Q4/FY								 2023 								– Fixed Income Call

							March 14, 2024 								 – Annual Report 2023, Form 20-F, Non-Financial Report 2023 and Pillar 3 Report 2023

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 17, 2023 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from investor-relations.db.com.