ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration Statement No. 333-208507
Dated August 17, 2017
|
Investment Description
|
Features
|
Key Dates
|
☐
|
Call Return - We will automatically call the Notes for a Call Price equal to the principal amount plus the applicable Call Return based on the Call Return Rate if the closing price of the Underlying Equity on any Observation Date is equal to or greater than the Initial Underlying Price. The Call Return increases the longer the Notes are outstanding. If the Notes are not called, investors will have the potential for downside market exposure to the Underlying Equity at maturity if the Final Underlying Price is less than the Initial Underlying Price.
|
☐
|
Contingent Absolute Return at Maturity - If you hold the Notes to maturity, the Notes have not been called on any Observation Date including the final Observation Date and the Underlying Equity closes above or equal to the Downside Threshold on the final Observation Date, we will pay your full principal amount plus the Contingent Absolute Return. If the Underlying Equity closes below the Downside Threshold on the final Observation Date, the Contingent Absolute Return will not apply and we will pay less than your principal amount, if anything, resulting in a loss of your principal amount that will be proportionate to the full negative Underlying Return. The Contingent Absolute Return and any contingent repayment of principal only applies if you hold the Notes to maturity. Any payment on the Notes, including any repayment of principal, is subject to our creditworthiness.
|
Trade Date1
|
August 17, 2017
|
Settlement Date1
|
August 22, 2017
|
Observation Dates1
|
Quarterly (see page 4 for details)
|
Final Observation Date2
|
August 19, 2019
|
Maturity Date2
|
August 22, 2019
|
NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING EQUITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR DEBT OBLIGATION. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
|
Notes Offering
|
Underlying Equity
|
Call Return Rate
|
Initial Underlying Price
|
Downside Threshold
|
CUSIP
|
ISIN
|
General Motors Company (GM)
|
12.00% per annum
|
•
|
75.00% of the Initial Underlying Price
|
78013F297
|
US78013F2974
|
Price to Public(1)
|
Fees and Commissions(1)
|
Proceeds to Us
|
||||
Offering of the Notes
|
Total
|
Per Security
|
Total
|
Per Security
|
Total
|
Per Security
|
Trigger Absolute Return Autocallable Notes Linked to the Common Stock of General Motors Company
|
•
|
$10.00
|
•
|
$0.15
|
•
|
$9.85
|
UBS Financial Services Inc.
|
RBC Capital Markets, LLC
|
Additional Information About Royal Bank of Canada and the Notes
|
· |
instead of the term “Trigger Price” in the product prospectus supplement, the term “Downside Threshold” is used in this document;
|
· |
instead of "Starting Price" in the product prospectus supplement, the term "Initial Underlying Price" is used in this document; and
|
· |
instead of "Final Price" in the product prospectus supplement, the term "Final Underlying Price" is used in this document.
|
¨ |
Product prospectus supplement no. UBS-TAOS-2 dated January 22, 2016:
|
¨ |
Prospectus supplement dated January 8, 2016:
|
¨ |
Prospectus dated January 8, 2016:
|
Investor Suitability
|
¨ |
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 the loss of all or a substantial portion of your investment and are willing to make an investment that may have similar downside market risk as the Underlying Equity.
|
¨ |
You are willing to accept the risks of investing in equities in general and in the Underlying Equity in particular.
|
¨ |
You believe the Underlying Equity will close at or above the Initial Underlying Price on any one of the specified Observation Dates, including the final Observation Date, or you believe the Underlying Equity will not close below the Downside Threshold on the final Observation Date.
|
¨ |
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 Underlying Equity.
|
¨ |
You are willing to hold Notes that will be called on the earliest Observation Date on which the Underlying Equity closes at or above the Initial Underlying Price, or you are otherwise willing to hold such Notes to maturity.
|
¨ |
You are willing to make an investment whose return is limited to the Call Return, regardless of the potential appreciation of the Underlying Equity, which could be significant, or, if the Notes have not been called, to the Contingent Absolute Return (as limited by the Downside Threshold).
|
¨ |
You are willing to invest in the Notes based on the Call Return Rate set forth on the cover page of this free writing prospectus.
|
¨ |
You are willing to invest in Notes for which there may be little or no secondary market and you accept that the secondary market will depend in large part on the price, if any, at which RBC Capital Markets, LLC, which we refer to as “RBCCM,” is willing to purchase the Notes.
|
¨ |
You do not seek current income from this investment and are willing to forgo any dividends paid on the Underlying Equity.
|
¨
|
You are willing to assume our credit risk for all payments under the Notes, and understand that if we default on our obligations, you may not receive any amounts due to you, including any repayment of principal.
|
¨ |
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 cannot tolerate the loss of all or a substantial portion of your investment, and you are not willing to make an investment that may have similar downside market risk as the Underlying Equity.
|
¨ |
You are unwilling to accept the risks of investing in equities in general or in the Underlying Equity in particular.
|
¨ |
You do not believe the Underlying Equity will close at or above the Initial Underlying Price on any one of the specified Observation Dates, including the final Observation Date, or you believe the Underlying Equity will close below the Downside Threshold on the final Observation Date exposing you to the full downside performance of the Underlying Equity.
|
¨ |
You seek an investment that is designed to provide a full return of principal at maturity.
|
¨ |
You seek an investment that participates in the full performance of the Underlying Equity and whose positive return is not limited to the applicable Call Return, or, if the Notes have not been called, to the Contingent Absolute Return (as limited by the Downside Threshold).
|
¨ |
You are unwilling to invest in the Notes based on the Call Return Rate set forth on the cover page of this free writing prospectus.
|
¨ |
You are unable or unwilling to hold Notes that will be called on the earliest Observation Date on which the Underlying Equity closes at or above the Initial Underlying Price, or you are otherwise unable or unwilling to hold such Notes to maturity.
|
¨ |
You seek an investment for which there will be an active secondary market.
|
¨ |
You seek current income from your investment, or prefer to receive any dividends paid on the Underlying Equity.
|
¨ |
You prefer the lower risk, and therefore accept the potentially lower returns, of conventional fixed income investments with comparable maturities and credit ratings.
|
¨ |
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 Underlying Equity.
|
¨
|
You are not willing to assume our credit risk for all payments under the Notes, including any repayment of principal.
|
The suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting, and other advisers have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review carefully the “Key Risks” beginning on page 6 of this free writing prospectus and “Risk Factors” in the accompanying product prospectus supplement no. UBS-TAOS-2 for risks related to an investment in the Notes.
|
Indicative Terms of the Notes1
|
Issuer:
|
Royal Bank of Canada
|
Principal Amount per Security:
|
$10 per Security (subject to a minimum purchase of 100 Notes or $1,000)
|
Term:
|
Approximately two years, unless called earlier
|
Underlying Equity:2
|
The common stock of General Motors Company
|
Call Feature:
|
The Notes will be called if the Closing Price of the Underlying Equity on any Observation Date is at or above its Initial Underlying Price. If the Notes are called, we will pay you on the applicable Call Settlement Date a cash payment per $10 principal amount equal to the Call Price for the applicable Observation Date.
|
Observation Dates:3
|
The first Observation Date will occur on or about November 17, 2017; Observation Dates will occur quarterly thereafter on or about February 20, 2018, May 17, 2018, August 17, 2018, November 19, 2018, February 19, 2019, May 17, 2019 and August 19, 2019 (the “final Observation Date”).4
|
Call Settlement Dates:
|
Three (3) business days following the applicable Observation Date, except that the Call Settlement Date for the final Observation Date is the Maturity Date.
|
Call Price:
|
The Call Price will be calculated based on the following formula:
$10 + ($10 x Call Return)
|
Call Return / Call Return
Rate:
|
The Call Price will be based upon the Call Return. The Call Return increases the longer the Notes are outstanding and will be based on the Call Return Rate of 12.00% per annum.
The Call Return will be a fixed amount based upon equal quarterly installments at the Call Return Rate, which is a per annum rate. The following table sets forth each Observation Date, each Call Settlement Date and the corresponding Call Price for the Notes.
|
Observation Dates
|
Call Settlement Dates
|
Call Price
|
November 17, 2017
|
November 22, 2017
|
$10.3000
|
February 20, 2018
|
February 23, 2018
|
$10.6000
|
May 17, 2018
|
May 22, 2018
|
$10.9000
|
August 17, 2018
|
August 22, 2018
|
$11.2000
|
November 19, 2018
|
November 23, 2018
|
$11.5000
|
February 19, 2019
|
February 22, 2019
|
$11.8000
|
May 17, 2019
|
May 22, 2019
|
$12.1000
|
August 19, 2019
(Final Observation Date)
|
August 22, 2019
(Maturity Date)
|
$12.4000
|
Payment at Maturity
(per Security):
|
If the Notes are not called and the Final Underlying Price of the Underlying Equity is above or equal to the Downside Threshold on the final Observation Date, we will pay you a cash payment on the Maturity Date per Security equal to:
$10 × (1 + Contingent Absolute Return)
If the Notes are not called and the Final Underlying Price is below the Downside Threshold on the final Observation Date, then the Contingent Absolute Return will not apply, and we will pay you a cash payment on the Maturity Date that is less than your principal amount, if anything, resulting in a loss that is proportionate to the negative Underlying Return, equal to:
$10 × (1 + Underlying Return)
Accordingly, you may lose all or a substantial portion of your principal at maturity, depending on how much the Underlying Equity declines.
|
Underlying Return:
|
Final Underlying Price - Initial Underlying Price
Initial Underlying Price
|
Downside Threshold:
|
A percentage of the Initial Underlying Price of the Underlying Equity, as specified on the cover page of this free writing prospectus.
|
Contingent Absolute
Return:
|
The absolute value of the Underlying Return. For example, if the Underlying Return is -5%, the Contingent Absolute Return will equal 5%.
|
Initial Underlying Price:
|
The closing price of the Underlying Equity on the Trade Date.
|
Final Underlying Price:
|
The closing price of the Underlying Equity on the final Observation Date.
|
Closing Price:
|
On any trading day, the last reported sale price of the Underlying Equity on the principal national securities exchange on which it is listed for trading, as determined by the calculation agent.
|
1
|
Terms used in this free writing prospectus, but not defined herein, shall have the meanings ascribed to them in the product prospectus supplement.
|
2
|
For a description of adjustments that may affect the Underlying Equity, see “General Terms of the Securities” in the product prospectus supplement no. UBS-TAOS-2.
|
3
|
Expected. In the event that we make any change to the expected Trade Date and Settlement Date, the Observation Dates (including the final Observation Date) and Maturity Date will be changed to ensure that the stated term of the Notes remains approximately the same.
|
4
|
Subject to postponement in the event of a market disruption event and as described under “General Terms of the Securities – Market Disruption Events” in the accompanying product prospectus supplement no. UBS-TAOS-2.
|
|
Investment Timeline
|
Trade
Date:
|
The closing price of the Underlying Equity (the Initial Underlying Price) is observed and the Downside Threshold is determined.
|
||
Quarterly:
|
The Notes will be called if the closing price of the Underlying Equity on any Observation Date is equal to or greater than the Initial Underlying Price.
If the Notes are called, we will pay the Call Price for the applicable Observation Date, equal to the principal amount plus the applicable Call Return.
|
||
Maturity
Date:
|
The Final Underlying Price of the Underlying Equity is observed on the final Observation Date.
If the Notes have not been called and the Final Underlying Price is equal to or greater than the Downside Threshold, we will repay an amount in cash equal to:
$10 × (1 + Contingent Absolute Return)
If the Notes have not been called and the Final Underlying Price is less than the Downside Threshold, then the Contingent Absolute Return will not apply, and we will repay less than the principal amount, if anything, resulting in a loss proportionate to the decline of the Underlying Equity, equal to a return of:
$10.00 × (1 + Underlying Return) per Security
|
Key Risks
|
¨ |
You May Lose Some or All of Your Principal: The Notes differ from ordinary debt securities in that we will not necessarily pay the full principal amount at maturity. The return on the Notes depends on whether the Underlying Equity closes at or above the Initial Underlying Price on an Observation Date, and if the Notes are not called, whether the Final Underlying Price of the Underlying Equity is greater than or equal to the Downside Threshold. If the Notes are not called, we will only pay you the principal amount of your Notes, plus the Contingent Absolute Return, if the Final Underlying Price of the Underlying Equity is greater than or equal to the Downside Threshold, and will only make such payment at maturity. If the Notes are not called and the Final Underlying Price is less than the Downside Threshold, the Contingent Absolute Return will not apply and you will lose some or all of your principal amount in an amount proportionate to the negative Underlying Return.
|
¨ |
The Call Feature and the Downside Threshold Limit Your Potential Return: The return potential of the Notes if the Notes are called as of any Observation Date is limited to the applicable Call Return, regardless of the appreciation of the Underlying Equity, which may be significant. Therefore, you may receive a lower payment if the Notes are automatically called or at maturity, as the case may be, than you would have if you had invested directly in the Underlying Equity. In addition, because the Call Return increases the longer the Notes are outstanding, the Call Price payable on the first Observation Date is less than the Call Price payable on later Observation Dates. As the Notes could be called as early as the first Observation Date, the total return on the Notes could be minimal.
|
¨ |
No Periodic Interest Payments: We will not pay any interest with respect to the Notes.
|
¨ |
Reinvestment Risk: If your Notes are called early, the holding period over which you would receive the per annum Call Return Rate 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 in a comparable investment with a similar level of risk in the event the Notes are called prior to the Maturity Date.
|
¨ |
Contingent Absolute Return Applies Only at Maturity: 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, if any, you may have to sell your Notes at a loss relative to your initial investment, even if the price of the Underlying Equity is above the Downside Threshold. If at maturity the Notes have not been called, we will repay you the full principal amount per Security plus the Contingent Absolute Return, unless the price of the Underlying Equity closes below the Downside Threshold on the final Observation Date. Under these circumstances, the Contingent Absolute Return will not apply and we will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the decline in the price of the Underlying Equity from the Trade Date to the final Observation Date. The Contingent Absolute Return and any contingent repayment of principal are based on whether the Final Underlying Price is below the Downside Threshold and apply only if you hold your Notes to maturity.
|
¨ |
The Call Return Rate and the Probability that the Final Underlying Price Will Fall Below the Downside Threshold on the Final Observation Date Will Reflect in Part the Volatility of the Underlying Equity: “Volatility” refers to the frequency and magnitude of changes in the price of the Underlying Equity. The greater the volatility of the Underlying Equity, the more likely it is that the price of that Underlying Equity could close below the Downside Threshold on the final Observation Date. This risk will generally be reflected in a higher Call Return Rate for the Notes than the return payable on our conventional debt securities with a comparable term. However, while the Call Return Rate is set on the Trade Date, the Underlying Equity’s volatility can change significantly over the term of the Notes, and may increase. The price of the Underlying Equity could fall sharply as of the final Observation Date, which could result in a significant loss of your initial investment.
|
¨ |
Credit Risk of Royal Bank of Canada: The Notes are our unsubordinated and unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including payments in respect of an automatic call or any repayment of principal, depends on our ability to satisfy our obligations as they come due. As a result, our actual and perceived creditworthiness may affect the market value of the Notes and, in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the Notes and you could lose your entire investment.
|
¨ |
Single Stock Risk: The price of the Underlying Equity can rise or fall sharply due to factors specific to the Underlying Equity and its 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. You, as an investor in the Notes, should make your own investigation into the issuer of the Underlying Equity and the Underlying Equity. We urge you to review financial and other information filed periodically by the issuer with the SEC.
|
¨ |
The Common Stock of General Motors Company Has Limited Historical Information: General Motors Company commenced trading on November 18, 2010. Because this underlying stock has limited trading history, your investment in the Notes may involve a greater risk than investing in securities linked to one or more equity securities with a more established record of performance.
|
¨ |
Dividend Payments or Voting Rights: As a holder of the Notes, you will not have voting rights, rights to receive cash dividends or other distributions, or any other rights that holders of the Underlying Equity would have.
|
¨ |
Owning the Notes Is Not the Same as Owning the Underlying Equity: The return on your Notes may not reflect the return you would realize if you actually owned the Underlying Equity. For instance, you will not receive or be entitled to receive any dividend payments or other distributions over the term of the Notes, which could constitute significant returns to actual owners of the Underlying Equity. Furthermore, the Underlying Equity may appreciate substantially during the term of the Notes, while your potential return, if called, will be limited to the applicable Call Return.
|
¨ |
There Is No Affiliation Between the Underlying Equity Issuer and RBCCM, and RBCCM Is Not Responsible for any Disclosure by the Underlying Equity Issuer: We are not affiliated with the Underlying Equity issuer. However, we and our affiliates may currently, or from time to time in the future engage in business with the Underlying Equity issuer. Nevertheless, neither we nor our affiliates assume any responsibility for the accuracy or the completeness of any information about the Underlying Equity and the Underlying Equity issuer. You, as an investor in the Notes, should make
|
¨ |
Lack of Liquidity: The Notes will not be listed on any securities exchange. RBCCM intends to offer to purchase the Notes in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the 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 RBCCM is willing to buy the Notes.
|
¨ |
The Initial Estimated Value of the Notes Will Be Less than the Price to the Public: The initial estimated value for the Notes that is set forth on the cover page of this document, and that will be set forth in the final pricing supplement for the Notes, will be less than the public offering price you pay for the Notes, does not represent a minimum price at which we, RBCCM or any of our other affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell the Notes prior to maturity, their market value may be lower than the price you paid for them and the initial estimated value. This is due to, among other things, changes in the price of the Underlying Equity, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting discount, and our estimated profit and the costs relating to our hedging of the Notes. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than the price to public, as any such sale price would not be expected to include the underwriting discount and our estimated profit and the costs relating to our hedging of the Notes. In addition, any price at which you may sell the Notes is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined for any secondary market price is expected to be based on a secondary market rate rather than the internal borrowing rate used to price the Notes and determine the initial estimated value. As a result, any secondary price will be less than if the internal borrowing rate was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
|
¨ |
Our Initial Estimated Value of the Notes Is an Estimate Only, Calculated as of the Time the Terms of the Notes Are Set: The initial estimated value of the Notes is based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See “Structuring the Notes” below. Our estimate is based on a variety of assumptions, including our credit spreads, expectations as to dividends, interest rates and volatility, and the expected term of the Notes. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.
|
¨ |
Potential Conflicts: We and our affiliates play a variety of roles in connection with the issuance of the Notes, including hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.
|
¨ |
Potentially Inconsistent Research, Opinions or Recommendations by RBCCM, UBS or Their Affiliates: RBCCM, UBS or their affiliates may publish research, express opinions or provide recommendations as to the Underlying Equity that are inconsistent with investing in or holding the Notes, and which may be revised at any time. Any such research, opinions or recommendations could affect the value of the Underlying Equity, and therefore the market value of the Notes.
|
¨ |
Uncertain Tax Treatment: Significant aspects of the tax treatment of an investment in the Notes are uncertain. You should consult your tax adviser about your tax situation.
|
¨ |
Potential Royal Bank of Canada and UBS Impact on Price: Trading or other transactions by us, UBS or our respective affiliates in the Underlying Equity, or in futures, options, exchange-traded funds or other derivative products on the Underlying Equity may adversely affect the market value of the Underlying Equity, the closing price of the Underlying Equity, and, therefore, the market value of the Notes.
|
¨ |
The Terms of the Notes at Issuance and Their Market Value Prior to Maturity Will Be Influenced by Many Unpredictable Factors: Many economic and market factors will influence the terms of the Notes at issuance and their value prior to maturity. These factors are similar in some ways to those that could affect the value of a combination of instruments that might be used to replicate the payments on the Notes, including a combination of a bond with one or more options or other derivative instruments. For the market value of the Notes, we expect that, generally, the price of the Underlying Equity on any trading day will affect the value of the Notes more than any other single factor. However, you should not expect the value of the Notes in the secondary market to vary in proportion to changes in the price of the Underlying Equity. The value of the Notes will be affected by a number of other factors that may either offset or magnify each other, including:
|
¨ |
the actual and expected volatility of the price of the Underlying Equity;
|
¨ |
the time to maturity of the Notes;
|
¨ |
the dividend rate on the Underlying Equity;
|
¨ |
interest and yield rates in the market generally;
|
¨ |
a variety of economic, financial, political, regulatory or judicial events;
|
¨ |
the occurrence of certain events relating to the Underlying Equity that may or may not require an adjustment to the terms of the Notes; and
|
¨ |
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
¨ |
The Anti-Dilution Protection for the Underlying Equity Is Limited: The calculation agent will make adjustments to the Initial Underlying Price and the Downside Threshold for certain events affecting the Underlying Equity. However, the calculation agent will not be required to make an adjustment in
|
Hypothetical Examples
|
Principal Amount:
|
$10
|
Term:
|
2 years
|
Hypothetical Initial Underlying Price:
|
$100.00
|
Call Return Rate:
|
12.00% per annum (or 3.00% per quarterly period)
|
Observation Dates:
|
Observation Dates will occur quarterly as set forth under “Indicative Terms of the Notes” in this free writing prospectus.
|
Hypothetical Downside Threshold:
|
$75.00 (which is 75% of the Initial Underlying Price)
|
Closing Price at first Observation Date:
|
$105.00 (at or above Initial Underlying Price, Notes are called)
|
Call Price (per $10.00):
|
$10.30
|
Closing Price at first Observation Date:
|
$95.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at second Observation Date:
|
$90.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at third Observation Date:
|
$85.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at fourth Observation Date:
|
$87.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at fifth Observation Date:
|
$89.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at sixth Observation Date:
|
$92.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at seventh Observation Date:
|
$95.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at final Observation Date:
|
$105.00 (at or above Initial Underlying Price, Notes are called)
|
Call Price (per $10.00):
|
$12.40
|
Closing Price at first Observation Date:
|
$95.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at second Observation Date:
|
$90.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at third Observation Date:
|
$85.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at fourth Observation Date:
|
$87.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at fifth Observation Date:
|
$89.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at sixth Observation Date:
|
$92.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at seventh Observation Date:
|
$95.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at final Observation Date:
|
$90.00 (below Initial Underlying Price, but above Downside Threshold, Notes NOT called)
|
Payment at Maturity (per $10.00):
|
$10.00 × (1 + Contingent Absolute Return)
$10.00 × (1 + 10%)
$11.00
|
Closing Price at first Observation Date:
|
$95.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at second Observation Date:
|
$90.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at third Observation Date:
|
$85.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at fourth Observation Date:
|
$87.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at fifth Observation Date:
|
$89.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at sixth Observation Date:
|
$92.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at seventh Observation Date:
|
$95.00 (below Initial Underlying Price, Notes NOT called)
|
Closing Price at final Observation Date:
|
$50.00 (below Initial Underlying Price and Downside Threshold, Notes NOT called)
|
Payment at Maturity (per $10):
|
$10.00 × (1 + Underlying Return)
$10.00 × (1 - 50%)
$5.00
|
What Are the Tax Consequences of the Notes?
|
Information About the Underlying Equity
|
General Motors Company
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High ($)
|
Quarterly Closing Low ($)
|
Quarterly Period-End Close
($)
|
||||
10/1/2010*
|
12/31/2010
|
36.86
|
33.25
|
36.86
|
||||
1/1/2011
|
3/31/2011
|
38.98
|
30.74
|
31.03
|
||||
4/1/2011
|
6/30/2011
|
33.04
|
28.56
|
30.36
|
||||
7/1/2011
|
9/30/2011
|
31.80
|
20.18
|
20.18
|
||||
10/1/2011
|
12/31/2011
|
26.45
|
19.05
|
20.27
|
||||
1/1/2012
|
3/31/2012
|
27.34
|
21.05
|
25.65
|
||||
4/1/2012
|
6/30/2012
|
26.76
|
19.66
|
19.72
|
||||
7/1/2012
|
9/30/2012
|
24.80
|
18.80
|
22.75
|
||||
10/1/2012
|
12/31/2012
|
28.83
|
23.09
|
28.83
|
||||
1/1/2013
|
3/31/2013
|
30.60
|
26.33
|
27.82
|
||||
4/1/2013
|
6/30/2013
|
35.03
|
27.52
|
33.31
|
||||
7/1/2013
|
9/30/2013
|
37.58
|
33.69
|
35.97
|
||||
10/1/2013
|
12/31/2013
|
41.53
|
34.16
|
40.87
|
||||
1/1/2014
|
3/31/2014
|
40.95
|
34.09
|
34.42
|
||||
4/1/2014
|
6/30/2014
|
37.09
|
31.93
|
36.30
|
||||
7/1/2014
|
9/30/2014
|
37.97
|
31.94
|
31.94
|
||||
10/1/2014
|
12/31/2014
|
35.09
|
29.69
|
34.91
|
||||
1/1/2015
|
3/31/2015
|
38.87
|
32.62
|
37.50
|
||||
4/1/2015
|
6/30/2015
|
37.16
|
33.23
|
33.33
|
||||
7/1/2015
|
9/30/2015
|
33.23
|
27.28
|
30.02
|
||||
10/1/2015
|
12/31/2015
|
36.46
|
30.67
|
34.01
|
||||
1/1/2016
|
3/31/2016
|
33.31
|
26.90
|
31.43
|
||||
4/1/2016
|
6/30/2016
|
32.66
|
27.51
|
28.30
|
||||
7/1/2016
|
9/30/2016
|
32.39
|
28.17
|
31.77
|
||||
10/1/2016
|
12/31/2016
|
37.66
|
30.96
|
34.84
|
||||
1/1/2017
|
3/31/2017
|
38.28
|
34.26
|
35.36
|
||||
4/1/2017
|
6/30/2017
|
34.93
|
32.42
|
34.93
|
||||
7/1/2017
|
8/15/2017**
|
36.47
|
34.76
|
35.54
|
n Downside Threshold = 75.00% of the Initial Underlying Price
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
Structuring the Notes
|
Terms Incorporated in Master Note
|