j24131fwp.htm
     
                  RBC Capital Markets®
Filed Pursuant to Rule 433 
Registration Statement No. 333-171806 
     
The information in this preliminary terms supplement is not complete and may be changed.
 
   
Preliminary Terms Supplement
 
Subject to Completion:
Dated February 5, 2013
 
Pricing Supplement Dated February    , 2013 to the Product
Prospectus Supplement, Prospectus Supplement, and
Prospectus, Each Dated January 28, 2011
     
$ __________
 
Reverse Convertible Notes
 
Each Linked to a Single Reference Stock
 
Royal Bank of Canada
 
      
 
   
Royal Bank of Canada is offering thirteen (13) separate Reverse Convertible Notes (“RevCons”). Each RevCon offering is a separate offering of RevCons linked to one, and only one, Reference Stock named below. The RevCons offered are senior unsecured obligations of Royal Bank of Canada, will pay a coupon at the interest rate specified below, and will have the terms described in the documents described above, as supplemented or modified by this terms supplement, as set forth below.
The RevCons do not guarantee any return of principal at maturity. Any payments on the RevCons are subject to our credit risk.
Investing in the RevCons involves a number of risks. See “Risk Factors” beginning on page S-1 of the prospectus supplement dated January 28, 2011, “Additional Risk Factors Specific to Your Notes” beginning on page PS-3 of the product prospectus supplement dated January 28, 2011 and “Selected Risk Considerations” beginning on P7 of this preliminary terms supplement.
The RevCons will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation (the “FDIC”) or any other Canadian or U.S. government agency or instrumentality.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this terms supplement is truthful or complete. Any representation to the contrary is a criminal offense.
 
Common Terms for All Thirteen RevCons:
Issuer:
Royal Bank of Canada
Listing:
None
Pricing Date:
February 13, 2013
Principal Amount:
$1,000 per RevCons
Issuance Date:
February 19, 2013
Coupon Payment:
Each coupon will be paid in equal monthly payments. (30/360)
Initial Stock Price:
The closing price of the Reference Stock on the Pricing Date.
Final Stock Price:
The closing price of the Reference Stock on the applicable Valuation Date.
Payment at Maturity (if
held to maturity):
For each $1,000 principal amount, $1,000 plus any accrued and unpaid interest at maturity unless:
(i)      the Final Stock Price is less than the Initial Stock Price; and
 
(ii)     on any day during the Monitoring Period, the closing price of the Reference Stock is less than the Barrier Price.
 
If the conditions described in (i) and (ii) are both satisfied, then at maturity the investor will receive, instead of the principal amount, in addition to accrued and unpaid interest, the number of shares of the Reference Stock equal to the Physical Delivery Amount, or at our election, the cash value of those shares.
 
Investors could lose some or all of their investment at maturity if there has been a decline in the trading price of the applicable Reference Stock.
Monitoring Period:
From and excluding the Pricing Date to and including the applicable Valuation Date.
Physical Delivery
Amount:
For each $1,000 principal amount, a number of shares of the Reference Stock equal to the principal amount divided by the Initial Stock Price, subject to adjustment as described in the product prospectus supplement
 
Specific Terms for Each RevCon:
No.
 
Reference Stock
 
Coupon
Rate
 
Barrier
Price
 
Term
 
Cusip
 
Principal
Amount
 
Price to
Public
 
Agent’s
Commission(1)
 
Proceeds to Royal
Bank of Canada(1)
                                     
3850
 
PulteGroup Inc. (PHM)
 
9.50%
 
80%
 
3 Months
 
78008SYE0
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3851
 
Coeur d'Alene Mines Corporation (CDE)
 
11.75%
 
80%
 
6 Months
 
78008SYF7
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3852
 
Cabot Oil & Gas Corporation (COG)
 
8.50%
 
80%
 
6 Months
 
78008SYG5
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3853
 
Delta Air Lines, Inc. (DAL)
 
8.50%
 
75%
 
6 Months
 
78008SYH3
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
 
(continued on the next page)
RBC Capital Markets, LLC
 

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
No.
 
Reference Stock
 
Coupon
Rate
 
Barrier
Price
 
Term
 
Cusip
 
Principal
Amount
 
Price to
Public
 
Agent’s
Commission(1)
 
Proceeds to Royal
Bank of Canada(1)
                                     
3854
 
Joy Global Inc. (JOY)
 
10.00%
 
80%
 
6 Months
 
78008SYJ9
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3855
 
Morgan Stanley (MS)
 
7.50%
 
80%
 
6 Months
 
78008SYK6
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3856
 
Silver Wheaton Corporation (SLW)
 
7.75%
 
80%
 
6 Months
 
78008SYL4
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3857
 
Tesoro Corporation (TSO)
 
11.50%
 
80%
 
6 Months
 
78008SYM2
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3858
 
United Continental Holdings Inc. (UAL)
 
10.50%
 
80%
 
6 Months
 
78008SYP5
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3859
 
United States Steel Corporation (X)
 
10.00%
 
75%
 
6 Months
 
78008SYN0
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3860
 
American International Group, Inc. (AIG)
 
6.25%
 
80%
 
12 Months
 
78008SYQ3
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3861
 
Citigroup Inc. (C)
 
7.25%
 
80%
 
12 Months
 
78008SYR1
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
                                     
3862
 
Halliburton Company (HAL)
 
6.50%
 
80%
 
12 Months
 
78008SYS9
 
$[   ]
 
100%
 
$[   ]
     [   ]%
 
$[   ]
     [   ]%
 
 (1) The price to public for RevCons sold to certain advisory accounts will be 98.75% for the 3 month RevCons, 98.50% for the 6 month RevCons and 98.00% for the 12 month RevCons.  RBC Capital Markets, LLC will not receive an agent’s commission in connection with these sales.
The price at which you purchase the RevCons includes hedging costs and profits that Royal Bank of Canada or its affiliates expect to incur or realize. These costs and profits will reduce the secondary market price, if any secondary market develops, for the RevCons. As a result, you may experience an immediate and substantial decline in the market value of your RevCons on the Issue Date.
We may use this terms supplement in the initial sale of the RevCons. In addition, RBC Capital Markets, LLC or another of our affiliates may use this terms supplement in a market-making transaction in the RevCons after their initial sale. Unless we or our agent informs the purchaser otherwise in the confirmation of sale, this terms supplement is being used in a market-making transaction.
 
RBC Capital Markets, LLC
P2

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
SUMMARY
 
The information in this “Summary” section is qualified by the more detailed information set forth in this terms supplement, the product prospectus supplement, the prospectus supplement, and the prospectus.

General:
This terms supplement relates to thirteen (13) separate Reverse Convertible Notes (“RevCons”) offerings.  Each RevCon offering is a separate offering of Notes linked to one, and only one, Reference Stock. One (1) of the Notes has a term of three months (“Three Month Notes”), nine (9) have a term of six months (“Six Month Notes”) and three (3) have a term of twelve months (“Twelve Month Notes”). The term of each Note is indicated above.  If you wish to participate in more than one RevCon offering, you must separately purchase the applicable Notes.  The Notes offered by this terms supplement do not represent Notes linked to a basket of two or more of the Reference Stocks.
   
Issuer:
Royal Bank of Canada (“Royal Bank”)
   
Issue:
Senior Medium-Term Notes, Series E
   
Pricing Date:
February 13, 2013
   
Issuance Date:
February 19, 2013
   
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 thereafter.
   
Designated Currency:
U.S. Dollars
   
Coupon Payment:
Each coupon will be paid in equal monthly payments. (30/360)
   
Coupon Payment
Date(s):
The coupon will be paid on 19th day of each month during the term of the Note, except for the final coupon, which will be paid on the applicable Maturity Date.
   
Three Month Notes:
 
   
Valuation Date:
May 13, 2013
   
Maturity Date:
May 16, 2013
   
Six Month Notes:
 
   
Valuation Date:
August 13, 2013
   
Maturity Date:
August 16, 2013
   
Twelve Month Notes:
 
   
Valuation Date:
February 13, 2014
   
Maturity Date:
February 19, 2014
   
Reference Stocks:
As set forth on the cover page.
   
Term:
As set forth on the cover page.
 
RBC Capital Markets, LLC
P3

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
Initial Stock Price:
The closing price of the Reference Stock on the Pricing Date.
   
Final Stock Price:
The closing price of the Reference Stock on the applicable Valuation Date.
   
Payment at Maturity (if
held to maturity):
For each $1,000 principal amount of the Notes, the investor will receive $1,000 plus any accrued and unpaid interest at maturity unless:
 
(i)           the Final Stock Price is less than the Initial Stock Price; and
 
(ii)          on any day during the Monitoring Period, the closing price of the Reference Stock is less than the Barrier Price.
 
If the conditions described in (i) and (ii) are both satisfied, then at maturity the investor will receive, instead of the principal amount of the Notes, in addition to any accrued and unpaid interest, the number of shares of the Reference Stock equal to the Physical Delivery Amount, or at our election, the cash value of those shares.  If we elect to deliver shares of the Reference Stock, fractional shares will be paid in cash.
 
Investors in the Notes could lose some or all of their investment at maturity if there has been a decline in the trading price of the applicable Reference Stock.
   
Monitoring Period:
From and excluding the Pricing Date to and including the applicable Valuation Date.
   
Monitoring Method:
Close of Trading Day
   
Physical Delivery
Amount:
For each $1,000 principal amount, a number of shares of the Reference Stock equal to the principal amount divided by the Initial Stock Price, subject to adjustment as described in the product prospectus supplement.  If this number is not a round number, then the number of shares of the Reference Stock to be delivered will be rounded down and the fractional part shall be paid in cash.
   
Calculation Agent:
RBC Capital Markets, LLC
   
Secondary Market:
RBC Capital Markets, LLC (or one of its affiliates), though not obligated to do so, plans to maintain a secondary market in the Notes after the Issuance Date.  The amount that an investor may receive upon sale of the Notes prior to maturity may be less than the principal amount of those Notes.
   
Listing:
None
   
Settlement:
DTC global notes
   
Terms Incorporated in
the Master Note:
All of the terms appearing above the item captioned “Secondary Market” on the cover page and pages P2, P3 and P4 of this terms supplement and the terms appearing under the caption “General Terms of the Notes” in the product prospectus supplement.
 
RBC Capital Markets, LLC
P4

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
ADDITIONAL TERMS OF YOUR NOTES
 
You should read this terms supplement together with the prospectus dated January 28, 2011, as supplemented by the prospectus supplement dated January 28, 2011 and the product prospectus supplement dated January 28, 2011, relating to our Senior Global Medium-Term Notes, Series E, of which these Notes are a part. Capitalized terms used but not defined in this terms supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict, this terms supplement will control. The Notes vary from the terms described in the product prospectus supplement in several important ways. You should read this terms supplement carefully.
 
This terms supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the prospectus supplement dated January 28, 2011 and “Additional Risk Factors Specific to the Notes” in the product prospectus supplement dated January 28, 2011, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):
 
Prospectus dated January 28, 2011:
http://www.sec.gov/Archives/edgar/data/1000275/000121465911000309/f127115424b3.htm
 
Prospectus Supplement dated January 28, 2011:
http://www.sec.gov/Archives/edgar/data/1000275/000121465911000311/m127114424b3.htm
 
Product Prospectus Supplement dated January 28, 2011:
http://www.sec.gov/Archives/edgar/data/1000275/000121465911000427/c24110424b5.htm
 
Our Central Index Key, or CIK, on the SEC Website is 1000275.  As used in this terms supplement, the “Company,” “we,” “us,” or “our” refers to Royal Bank of Canada.
 
Royal Bank of Canada has filed a registration statement (including a product supplement, and prospectus supplement and a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this document relates. Before you invest, you should read those documents and the other documents relating to this offering that Royal Bank of Canada has filed with the SEC for more complete information about Royal Bank of Canada and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Royal Bank of Canada, any agent or any dealer participating in this offering will arrange to send you the product prospectus, the prospectus supplement and the prospectus if you so request by calling toll-free 866-609-6009.
 
RBC Capital Markets, LLC
P5

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY
 
The examples set forth below are provided for illustration purposes only.  The assumptions in each of the examples are purely hypothetical and do not relate to the actual performance of any Reference Stock.  The hypothetical terms do not represent the terms of an actual Note and do not purport to be representative of every possible scenario concerning increases or decreases in the price of the Reference Stock on the Valuation Date relative to its price on the Pricing Date.  We cannot predict the actual performance of any Reference Stock.
 
The table below illustrates the Payment at Maturity of the Notes (excluding the final Coupon), assuming an Initial Stock Price of $100, a Barrier Price of $80.00 and an initial investment of $1,000. Hypothetical Final Stock Prices are shown in the first column on the left.  For this purpose, we have assumed that there will be no anti-dilution adjustments to the Final Stock Price and no market disruption events. The second column shows the Payment at Maturity (as a percentage of the principal amount) in a case where the market price of the Reference Stock does not fall below the Barrier Price at any time during the Monitoring Period. The third column shows the Payment at Maturity (as a percentage of the principal amount) in a case where the market price of the Reference Stock does fall below the Barrier Price during the Monitoring Period.  The fourth column shows the Physical Delivery Amount as a number of shares of the Reference Stock. The fifth column shows the Cash Delivery Amount, should we elect to deliver the Cash Delivery Amount instead of the Physical Delivery Amount.
 
Hypothetical
Final Stock
Price
If the closing market price of the
Reference Stock does not fall below
the Barrier Price on any day during
the Monitoring Period:
Payment at Maturity as Percentage of
Principal Amount
If the closing market price of the
Reference Stock falls below the
Barrier Price on any day during the
Monitoring Period:
Payment at Maturity as Percentage
of Principal Amount
Physical Delivery
Amount as
Number of Shares
of the Reference
Stock
Cash
Delivery
Amount
$200.00
100.00%
100.00%
n/a
n/a
$175.00
100.00%
100.00%
n/a
n/a
$150.00
100.00%
100.00%
n/a
n/a
$125.00
100.00%
100.00%
n/a
n/a
$100.00
100.00%
100.00%
n/a
n/a
$90.00
100.00%
Physical or Cash Delivery Amount
10
$900
$80.00
100.00%
Physical or Cash Delivery Amount
10
$800
$79.90
n/a
Physical or Cash Delivery Amount
10
$799
$70.00
n/a
Physical or Cash Delivery Amount
10
$700
$60.00
n/a
Physical or Cash Delivery Amount
10
$600
$50.00
n/a
Physical or Cash Delivery Amount
10
$500
$25.00
n/a
Physical or Cash Delivery Amount
10
$250
$0.00
n/a
Physical or Cash Delivery Amount
10
$0.00
 
RBC Capital Markets, LLC
P6

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
The Payments at Maturity shown above are entirely hypothetical; they are based on market prices for the Reference Stock that may not be achieved on the Valuation Date and on assumptions that may prove to be erroneous. The actual market value of your Notes on the Maturity Date or at any other time, including any time you may wish to sell your Notes, may bear little relation to the hypothetical Payments at Maturity shown above, and those amounts should not be viewed as an indication of the financial return on an investment in the Notes or on an investment in the Reference Stock.  Please read “Additional Risk Factors Specific to Your Notes” and “Hypothetical Returns on Your Notes” in the accompanying product prospectus supplement.
 
Payments on your Notes are economically equivalent to the amounts that would be paid on a combination of other instruments.  For example, payments on your Notes are economically equivalent to the amounts that would be paid on a combination of an interest-bearing bond purchased, and an option sold, by the investor (with an implicit option premium paid over time to the investor).  The discussion in this paragraph does not modify or affect the terms of the offered Notes or the United States or Canadian income tax treatment of the offered Notes as described under “Supplemental Discussion of Canadian Tax Consequences” and “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying product prospectus supplement.
 
SELECTED RISK CONSIDERATIONS
 
An investment in the Notes involves significant risks.  Investing in the Notes is not equivalent to investing directly in the applicable Reference Stock.  These risks are explained in more detail in the section “Additional Risk Factors Specific to Your Notes” in the product prospectus supplement.  In addition to the risks described in the prospectus supplement and the product prospectus supplement, you should consider the following:
 
·
Principal at Risk — Investors in the Notes could lose some or a substantial value of their principal amount if there is a decline in the trading price of the Reference Stock between the pricing date and the valuation date. The rate of interest payable on the Notes, which will be payable for less than one year, may not be sufficient to compensate for any such loss.
 
·
Market Disruption Events and Adjustments —The payment at maturity and the valuation date are subject to adjustment as described in the product prospectus supplement.  For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “General Terms of the Notes—Consequences of Market Disruption Events” in the product prospectus supplement.
 
·
The Inclusion in the Purchase Price of the Notes of a Selling Concession and of Royal Bank’s Cost of Hedging its Market Risk under the Notes Will Adversely Affect the Value of the Notes Prior to Maturity — The price at which you purchase of the Notes includes a selling concession (including a broker’s commission), as well as the costs that Royal Bank (or one of its affiliates) expects to incur in the hedging of its market risk under the Notes. Such hedging costs include the expected cost of undertaking this hedge, as well as the profit that Royal Bank (or its affiliates) expects to realize in consideration for assuming the risks inherent in providing such hedge.  As a result, 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 your original purchase price. The Notes are not designed to be short-term trading instruments.  Accordingly, you should be able and willing to hold your Notes to maturity.
 
RBC Capital Markets, LLC
P7

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 U.S. FEDERAL TAX INFORMATION
 
 
·
RevCon 78008SYE0 (PHM): [ ]% of each stated interest payment (9.50% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYF7 (CDE): [ ]% of each stated interest payment (11.75% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYG5 (COG): [ ]% of each stated interest payment (8.50% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYH3 (DAL): [ ]% of each stated interest payment (8.50% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYJ9 (JOY): [ ]% of each stated interest payment (10.00% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYK6 (MS): [ ]% of each stated interest payment (7.50% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYL4 (SLW): [ ]% of each stated interest payment (7.75% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYM2 (TSO): [ ]% of each stated interest payment (11.50% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYP5 (UAL): [ ]% of each stated interest payment (10.50% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYN0 (X): [ ]% of each stated interest payment (10.00% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYQ3 (AIG): [ ]% of each stated interest payment (6.25% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
RBC Capital Markets, LLC
P8

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
·
RevCon 78008SYR1 (C): [ ]% of each stated interest payment (7.25% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
 
·
RevCon 78008SYS9 (HAL): [ ]% of each stated interest payment (6.50% in total) will be treated as an interest payment and [ ]% of each stated interest payment will be treated as payment for the Put Option for U.S. federal income tax purposes.
 
Please see the discussion (including the opinion of our counsel Morrison & Foerster LLP) in the product prospectus supplement dated January 28, 2011 under “Supplemental Discussion of U.S. Federal Income Tax Consequences,” which applies to your Notes.
 
Dividend Equivalent. A “dividend equivalent” payment is treated as a dividend from sources within the U.S. and such payments generally would be subject to a 30% U.S. withholding tax if paid to a non-U.S. holder (as defined in the product prospectus supplement).  Under recently proposed U.S. Treasury Department regulations, certain payments that are contingent upon or determined by reference to U.S. source dividends, including payments reflecting adjustments for extraordinary dividends, with respect to equity-linked instruments, including the notes, may be treated as dividend equivalents.  If enacted in their current form, the regulations will impose a withholding tax on payments made on the notes on or after January 1, 2014 that are treated as dividend equivalents.  In that case, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.  Further, non-U.S. holders may be required to provide certifications prior to, or upon the sale, redemption or maturity of the notes in order to minimize or avoid U.S. withholding taxes.
 
Foreign Account Tax Compliance Act. The Internal Revenue Service has issued notices and the Treasury Department has issued final regulations affecting the legislation enacted on March 18, 2010 and discussed in the product prospectus supplement under “Supplemental Discussion of U.S. Federal Income Tax Consequences — Supplemental U.S. Tax Considerations—Legislation Affecting Taxation of Notes Held By or Through Foreign Entities.”  . Pursuant to the final regulations, withholding requirements with respect to payments made on the Notes will generally begin no earlier than January 1, 2014, and the withholding tax will not be imposed on payments pursuant to obligations outstanding on January 1, 2014.  Account holders subject to information reporting requirements pursuant to the Foreign Account Tax Compliance Act may include holders of the Notes.  Holders are urged to consult their own tax advisors regarding the implications of this legislation and subsequent guidance on their investment in the Notes.
 
RBC Capital Markets, LLC
P9

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
INFORMATION REGARDING THE ISSUERS OF THE REFERENCE STOCKS
 
Each Reference Stock is registered under the Securities Exchange Act of 1934 (the “Exchange Act”). Companies with securities registered under that Act are required to file periodically certain financial and other information specified by the Securities and Exchange Commission (the “SEC”).  Information provided to or filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC or through the SEC’s website at www.sec.gov.  In addition, information regarding each Reference Stock may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
 
The following information regarding each issuer of the Reference Stocks is derived from publicly available information.
 
We have not independently verified the accuracy or completeness of reports filed by each issuer with the SEC, information published by it on its respective website or in any other format, information about it obtained from any other source or the information provided below.
 
 
·
PulteGroup Inc. sells and constructs homes, and purchases, develops, and sells residential land and develops active adult communities. The company also provides mortgage financing, title insurance, and other services to home buyers. The company has operations in various markets across the United States and Puerto Rico. Its common stock trades on the New York Stock Exchange under the symbol “PHM.”
 
 
·
Coeur d'Alene Mines Corporation, through its subsidiaries, explores, develops, operates, and/or owns silver and gold mining properties and companies. The company's properties are located primarily in the United States, Australia, and South America. Its common stock trades on the Nasdaq Global Select Market under the symbol “CDE.”
 
 
·
Cabot Oil & Gas Corporation is an independent oil and gas company that develops, exploits, and explores oil and gas properties located in North America. The company holds interests Appalachian Basin, onshore Gulf Coast, including south and east Texas and north Louisiana, the Rocky Mountains and the Anadarko Basin as well as in the deep gas basin of Western Canada. Its common stock trades on the New York Stock Exchange under the symbol “COG.”
 
 
·
Delta Air Lines, Inc. provides scheduled air transportation for passengers, freight, and mail over a network of routes throughout the United States and internationally. Its common stock trades on the New York Stock Exchange under the symbol “DAL.”
 
 
·
Joy Global Inc. manufactures and markets underground mining equipment and surface mining equipment. The company's equipment is used for the extraction of ores and minerals. Prior to December 6, 2011, its common stock traded on the NASDAQ OMX under the symbol “JOYG.” Its common stock trades on the New York Stock Exchange under the symbol “JOY.”
 
 
·
Morgan Stanley, a bank holding company, provides diversified financial services on a worldwide basis. The company operates a global securities business which serves individual and institutional investors and investment banking clients. Morgan Stanley also operates a global asset management business. Its common stock trades on the New York Stock Exchange under the symbol “MS.”
 
RBC Capital Markets, LLC
P10

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
·
Silver Wheaton Corporation purchases and sells by-product silver from operating mines. The company has long term contracts to purchase all or a portion of the silver production from mines in Mexico, Sweden, Peru, Greece and the United States. Its common stock trades on the New York Stock Exchange under the symbol “SLW.”
 
 
·
Tesoro Corporation refines and markets petroleum products, and provides transporting services. The company operates refineries, as well as a network of retail and refueling stations in the western United States. The company also markets gasoline and diesel fuel to independent marketers and commercial end users. Its common stock trades on the New York Stock Exchange under the symbol “TSO.”
 
 
·
United Continental Holdings, Inc. is an airline holding company. The company owns and operates airlines that transport persons, property and mail throughout the United States and abroad. Duringt he first three calendar quarters of 2010, the Reference Stock traded on the Nasdaq Global Select Market under the symbol “UAUA.” Its common stock trades on the New York Stock Exchange under the symbol “UAL.”
 
 
·
United States Steel Corporation is an integrated steel producer flat-rolled and tubular products with production operations in North America and Europe. The company uses iron ore and coke as primary raw materials for steel production. Its common stock trades on the New York Stock Exchange under the symbol “X.”
 
 
·
American International Group, Inc. is a holding company which, through its subsidiaries provides a varied range of insurance and insurance-related activities in the United States and abroad. The company's main activities include both general and life insurance and retirement services operations as well as financial services and asset management. Its common stock trades on the New York Stock Exchange under the symbol “AIG.”
 
 
·
Citigroup Inc. is a diversified financial services holding company that provides a broad range of financial services to consumer and corporate customers around the world. The company's services include investment banking, retail brokerage, corporate banking, and cash management products and services. Its common stock trades on the New York Stock Exchange under the symbol “C.”
 
 
·
Halliburton Company provides energy services and engineering and construction services, as well as manufactures products for the energy industry. The company offers services and products and integrated solutions to customers in the exploration, development, and production of oil and natural gas. Its common stock trades on the New York Stock Exchange under the symbol “HAL.”
 
RBC Capital Markets, LLC
P11

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
HISTORICAL INFORMATION
 
The following graphs set forth the recent historical performances of each of the Reference Stocks.  In addition, below each graph is a table setting forth the intra-day high, intra-day low and period-end closing prices of each Reference Stock. The information provided in each table is for the four calendar quarters of 2010, 2011 and 2012, and the period from January 1, 2013 to February 4, 2013.
 
We obtained the information regarding the historical performance of the Reference Stocks in the charts below from Bloomberg Financial Markets.
 
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg Financial Markets.  The historical performance of the Reference Stocks should not be taken as an indication of future performance, and no assurance can be given as to the market prices of any Reference Stock on the applicable Valuation Date.  We cannot give you assurance that the performance of any Reference Stock will not result in the loss of all or part of your investment.
 
 
 
 
 
 
RBC Capital Markets, LLC
P12

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
11.91
 
9.99
 
11.25
4/1/2010
 
6/30/2010
 
13.91
 
8.25
 
8.28
7/1/2010
 
9/30/2010
 
9.31
 
7.70
 
8.76
10/1/2010
 
12/31/2010
 
8.92
 
6.13
 
7.52
                 
1/1/2011
 
3/31/2011
 
8.69
 
6.52
 
7.40
4/1/2011
 
6/30/2011
 
8.44
 
6.79
 
7.66
7/1/2011
 
9/30/2011
 
7.86
 
3.41
 
3.95
10/1/2011
 
12/30/2011
 
6.58
 
3.29
 
6.31
                 
1/1/2012
 
3/30/2012
 
9.69
 
6.37
 
8.85
4/1/2012
 
6/29/2012
 
10.81
 
7.63
 
10.70
7/1/2012
 
9/28/2012
 
17.47
 
9.96
 
15.50
10/1/2012
 
12/31/2012
 
18.86
 
14.55
 
18.16
                 
1/1/2013
 
2/4/2013
 
21.97
 
18.33
 
19.68
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P13

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
20.39
 
13.42
 
14.98
4/1/2010
 
6/30/2010
 
19.14
 
13.96
 
15.78
7/1/2010
 
9/30/2010
 
20.15
 
14.02
 
19.92
10/1/2010
 
12/31/2010
 
28.20
 
19.11
 
27.32
                 
1/1/2011
 
3/31/2011
 
36.07
 
22.10
 
34.78
4/1/2011
 
6/30/2011
 
37.59
 
22.42
 
24.26
7/1/2011
 
9/30/2011
 
30.99
 
21.35
 
21.44
10/1/2011
 
12/30/2011
 
29.84
 
19.30
 
24.14
                 
1/1/2012
 
3/30/2012
 
30.88
 
23.03
 
23.74
4/1/2012
 
6/29/2012
 
24.77
 
16.21
 
17.56
7/1/2012
 
9/28/2012
 
29.64
 
15.16
 
28.83
10/1/2012
 
12/31/2012
 
31.96
 
21.90
 
24.60
                 
1/1/2013
 
2/4/2013
 
25.43
 
21.39
 
22.63
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P14

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
23.23
 
17.98
 
18.40
4/1/2010
 
6/30/2010
 
20.49
 
14.54
 
15.66
7/1/2010
 
9/30/2010
 
17.08
 
13.32
 
15.06
10/1/2010
 
12/31/2010
 
19.14
 
13.91
 
18.93
                 
1/1/2011
 
3/31/2011
 
27.07
 
18.35
 
26.49
4/1/2011
 
6/30/2011
 
33.67
 
25.21
 
33.16
7/1/2011
 
9/30/2011
 
39.46
 
28.91
 
30.96
10/1/2011
 
12/30/2011
 
45.00
 
27.79
 
37.95
                 
1/1/2012
 
3/30/2012
 
41.57
 
29.44
 
31.17
4/1/2012
 
6/29/2012
 
41.69
 
28.85
 
39.40
7/1/2012
 
9/28/2012
 
47.22
 
37.61
 
44.90
10/1/2012
 
12/31/2012
 
51.18
 
42.15
 
49.74
                 
1/1/2013
 
2/4/2013
 
53.62
 
46.79
 
52.55
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P15

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
14.90
 
10.93
 
14.59
4/1/2010
 
6/30/2010
 
14.94
 
10.90
 
11.75
7/1/2010
 
9/30/2010
 
12.80
 
9.60
 
11.64
10/1/2010
 
12/31/2010
 
14.54
 
10.96
 
12.60
                 
1/1/2011
 
3/31/2011
 
13.21
 
9.71
 
9.80
4/1/2011
 
6/30/2011
 
11.60
 
8.92
 
9.17
7/1/2011
 
9/30/2011
 
9.41
 
6.46
 
7.50
10/1/2011
 
12/30/2011
 
9.12
 
6.65
 
8.09
                 
1/1/2012
 
3/30/2012
 
11.57
 
7.84
 
9.91
4/1/2012
 
6/29/2012
 
12.25
 
9.78
 
10.95
7/1/2012
 
9/28/2012
 
11.25
 
8.42
 
9.16
10/1/2012
 
12/31/2012
 
12.04
 
9.11
 
11.87
                 
1/1/2013
 
2/4/2013
 
14.20
 
11.97
 
13.86
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P16

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
61.28
 
42.47
 
56.60
4/1/2010
 
6/30/2010
 
65.93
 
44.25
 
50.09
7/1/2010
 
9/30/2010
 
72.00
 
48.05
 
70.32
10/1/2010
 
12/31/2010
 
88.20
 
67.72
 
86.75
                 
1/1/2011
 
3/31/2011
 
100.57
 
83.80
 
98.81
4/1/2011
 
6/30/2011
 
103.44
 
82.61
 
95.24
7/1/2011
 
9/30/2011
 
101.42
 
62.22
 
62.38
10/1/2011
 
12/30/2011
 
90.93
 
72.61
 
74.97
                 
1/1/2012
 
3/30/2012
 
95.99
 
70.17
 
73.50
4/1/2012
 
6/29/2012
 
77.61
 
50.90
 
56.73
7/1/2012
 
9/28/2012
 
63.68
 
47.69
 
56.06
10/1/2012
 
12/31/2012
 
67.00
 
53.84
 
63.78
                 
1/1/2013
 
1/18/2013
 
69.17
 
62.13
 
62.72
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P17

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
33.26
 
26.16
 
29.29
4/1/2010
 
6/30/2010
 
32.28
 
23.14
 
23.21
7/1/2010
 
9/30/2010
 
28.05
 
22.40
 
24.68
10/1/2010
 
12/31/2010
 
27.76
 
23.95
 
27.21
                 
1/1/2011
 
3/31/2011
 
31.04
 
26.70
 
27.32
4/1/2011
 
6/30/2011
 
28.24
 
21.77
 
23.01
7/1/2011
 
9/30/2011
 
24.46
 
12.49
 
13.50
10/1/2011
 
12/30/2011
 
19.66
 
11.59
 
15.13
                 
1/1/2012
 
3/30/2012
 
21.19
 
15.44
 
19.64
4/1/2012
 
6/29/2012
 
20.04
 
12.26
 
14.59
7/1/2012
 
9/28/2012
 
18.50
 
12.29
 
16.74
10/1/2012
 
12/31/2012
 
19.45
 
15.95
 
19.12
                 
1/1/2013
 
2/4/2013
 
23.74
 
19.33
 
22.88
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P18

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
17.80
 
13.04
 
15.68
4/1/2010
 
6/30/2010
 
21.89
 
15.96
 
20.10
7/1/2010
 
9/30/2010
 
27.10
 
17.64
 
26.65
10/1/2010
 
12/31/2010
 
42.34
 
25.35
 
39.04
                 
1/1/2011
 
3/31/2011
 
46.38
 
28.86
 
43.36
4/1/2011
 
6/30/2011
 
47.59
 
29.79
 
33.00
7/1/2011
 
9/30/2011
 
42.50
 
29.31
 
29.45
10/1/2011
 
12/30/2011
 
37.37
 
25.84
 
28.96
                 
1/1/2012
 
3/30/2012
 
40.35
 
29.75
 
33.20
4/1/2012
 
6/29/2012
 
34.19
 
23.00
 
26.84
7/1/2012
 
9/28/2012
 
40.28
 
25.00
 
39.71
10/1/2012
 
12/31/2012
 
41.30
 
34.04
 
36.08
                 
1/1/2013
 
2/4/2013
 
37.57
 
33.65
 
36.00
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P19

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
15.33
 
11.49
 
13.90
4/1/2010
 
6/30/2010
 
14.43
 
10.76
 
11.67
7/1/2010
 
9/30/2010
 
13.49
 
10.40
 
13.36
10/1/2010
 
12/31/2010
 
18.94
 
12.80
 
18.54
                 
1/1/2011
 
3/31/2011
 
27.96
 
17.60
 
26.83
4/1/2011
 
6/30/2011
 
28.74
 
20.40
 
22.91
7/1/2011
 
9/30/2011
 
25.78
 
17.83
 
19.47
10/1/2011
 
12/30/2011
 
29.60
 
17.44
 
23.36
                 
1/1/2012
 
3/30/2012
 
30.14
 
21.50
 
26.84
4/1/2012
 
6/29/2012
 
27.27
 
20.77
 
24.96
7/1/2012
 
9/28/2012
 
42.36
 
24.84
 
41.90
10/1/2012
 
12/31/2012
 
45.41
 
35.28
 
44.05
                 
1/1/2013
 
2/4/2013
 
49.68
 
39.85
 
48.81
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P20

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start Date
 
Period-End Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
20.59
 
12.14
 
19.55
4/1/2010
 
6/30/2010
 
24.58
 
16.39
 
20.56
7/1/2010
 
9/30/2010
 
24.55
 
18.43
 
23.63
10/1/2010
 
12/31/2010
 
29.75
 
23.10
 
23.82
                 
1/1/2011
 
3/31/2011
 
27.71
 
21.66
 
22.99
4/1/2011
 
6/30/2011
 
26.84
 
19.32
 
22.63
7/1/2011
 
9/30/2011
 
23.28
 
15.92
 
19.38
10/1/2011
 
12/30/2011
 
21.45
 
15.52
 
18.87
                 
1/1/2012
 
3/30/2012
 
25.84
 
17.25
 
21.50
4/1/2012
 
6/29/2012
 
25.48
 
20.56
 
24.33
7/1/2012
 
9/28/2012
 
24.95
 
17.45
 
19.50
10/1/2012
 
12/31/2012
 
24.23
 
18.90
 
23.38
                 
1/1/2013
 
2/4/2013
 
26.37
 
23.62
 
23.95
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P21

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
66.45
 
42.33
 
63.52
4/1/2010
 
6/30/2010
 
70.95
 
38.39
 
38.55
7/1/2010
 
9/30/2010
 
51.38
 
36.94
 
43.84
10/1/2010
 
12/31/2010
 
59.50
 
39.78
 
58.42
                 
1/1/2011
 
3/31/2011
 
64.02
 
51.33
 
53.94
4/1/2011
 
6/30/2011
 
55.75
 
40.95
 
46.04
7/1/2011
 
9/30/2011
 
47.32
 
21.73
 
22.01
10/1/2011
 
12/30/2011
 
29.23
 
18.85
 
26.46
                 
1/1/2012
 
3/30/2012
 
32.52
 
24.78
 
29.37
4/1/2012
 
6/29/2012
 
30.66
 
17.67
 
20.60
7/1/2012
 
9/28/2012
 
23.84
 
17.81
 
19.07
10/1/2012
 
12/31/2012
 
24.78
 
18.74
 
23.87
                 
1/1/2013
 
2/4/2013
 
26.29
 
21.91
 
21.94
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P22

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
32.21
 
18.04
 
28.60
4/1/2010
 
6/30/2010
 
38.45
 
26.90
 
28.85
7/1/2010
 
9/30/2010
 
35.34
 
27.23
 
32.75
10/1/2010
 
12/31/2010
 
51.67
 
32.08
 
48.27
                 
1/1/2011
 
3/31/2011
 
52.66
 
34.95
 
35.14
4/1/2011
 
6/30/2011
 
35.57
 
27.10
 
29.32
7/1/2011
 
9/30/2011
 
30.33
 
21.19
 
21.95
10/1/2011
 
12/30/2011
 
27.15
 
19.18
 
23.20
                 
1/1/2012
 
3/30/2012
 
31.30
 
23.41
 
30.83
4/1/2012
 
6/29/2012
 
35.04
 
27.20
 
32.09
7/1/2012
 
9/28/2012
 
35.42
 
29.90
 
32.79
10/1/2012
 
12/31/2012
 
37.66
 
30.64
 
35.30
                 
1/1/2013
 
2/4/2013
 
39.12
 
34.56
 
38.19
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P23

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
44.00
 
31.10
 
40.50
4/1/2010
 
6/30/2010
 
50.70
 
35.30
 
37.60
7/1/2010
 
9/30/2010
 
43.00
 
36.20
 
39.00
10/1/2010
 
12/31/2010
 
48.50
 
39.10
 
47.30
                 
1/1/2011
 
3/31/2011
 
51.50
 
43.40
 
44.20
4/1/2011
 
6/30/2011
 
46.90
 
36.76
 
41.64
7/1/2011
 
9/30/2011
 
43.05
 
23.19
 
25.62
10/1/2011
 
12/30/2011
 
34.40
 
21.40
 
26.31
                 
1/1/2012
 
3/30/2012
 
38.40
 
27.16
 
36.55
4/1/2012
 
6/29/2012
 
37.14
 
24.61
 
27.41
7/1/2012
 
9/28/2012
 
35.25
 
24.91
 
32.72
10/1/2012
 
12/31/2012
 
40.18
 
32.70
 
39.56
                 
1/1/2013
 
2/4/2013
 
43.34
 
40.71
 
42.21
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P24

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
 
Period-Start
Date
 
Period-End
Date
 
High Intra-Day
Price of the
Reference Stock in ($)
 
Low Intra-Day
Price of the
Reference Stock in ($)
 
Period-End Closing
Price of the Reference
Stock in ($)
1/1/2010
 
3/31/2010
 
34.87
 
27.71
 
30.13
4/1/2010
 
6/30/2010
 
35.22
 
21.10
 
24.55
7/1/2010
 
9/30/2010
 
33.84
 
24.27
 
33.07
10/1/2010
 
12/31/2010
 
41.72
 
28.86
 
40.83
                 
1/1/2011
 
3/31/2011
 
50.47
 
37.69
 
49.84
4/1/2011
 
6/30/2011
 
51.39
 
44.47
 
51.00
7/1/2011
 
9/30/2011
 
57.77
 
30.48
 
30.52
10/1/2011
 
12/30/2011
 
40.42
 
27.21
 
34.51
                 
1/1/2012
 
3/30/2012
 
39.19
 
32.02
 
33.19
4/1/2012
 
6/29/2012
 
35.32
 
26.29
 
28.39
7/1/2012
 
9/28/2012
 
37.99
 
27.62
 
33.69
10/1/2012
 
12/31/2012
 
36.00
 
29.84
 
34.69
                 
1/1/2013
 
2/4/2013
 
41.24
 
35.08
 
40.86
 
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
RBC Capital Markets, LLC
P25

 
   
 
 
 
 
 
 
   
Reverse Convertible Notes
 
Each Linked to a Single Reference
Stock 
 
 
 
 
  
 
SUPPLEMENTAL PLAN OF DISTRIBUTION
 
We expect that delivery of the Notes will be made against payment for the Notes on or about February 19, 2013, which is the third (3nd) business day following the Pricing Date (this settlement cycle being referred to as “T+3”). See “Plan of Distribution” in the prospectus supplement.
 
For additional information as to the relationship between us and RBC Capital Markets, LLC, please see the section “Plan of Distribution—Conflicts of Interest” in the prospectus.
 
 
 
 
 
 
RBC Capital Markets, LLC
P26

 
     
                  RBC Capital Markets®
 
   
REVERSE CONVERTIBLE NOTES  I  RBC STRUCTURED NOTES GROUP    
 
Reverse Convertible Notes Each Linked to a Single Reference Stock
    
     
KEY TERMS
 
  
·  
Reference Stock: One of the 13 different Reference Stocks indicated in the preliminary terms supplement.
·  
Coupon Rate: Payable monthly, at the rate specified in the preliminary terms supplement.
·  
Barrier Price: As specified in the preliminary terms supplement.
·  
Term: 3 months, 6 months, or 12 months as specified in the preliminary terms supplement.
   
INVESTMENT THESIS
 
  
·  
Receive a fixed monthly coupon for the term of the note, in exchange for the possible loss of principal if the value of the applicable Reference Stock declines and if that Reference Stock closes below the applicable Barrier Price during the applicable Monitoring Period.
  
KEY RISK FACTORS
 
  
·  
The notes are subject to Royal Bank of Canada’s credit risk.
·  
The notes are not principal protected.
·  
You could lose some or all of your investment at maturity if there has been a decline in the trading price of the applicable Reference Stock.
·  
You could receive at maturity shares of the applicable Reference Stock or the cash value of those shares.
·  
The notes are likely to have limited liquidity.
  
TAX
 
  
·  
Each investor will agree to treat the notes as an investment unit consisting of (i) a non-contingent debt instrument subject to the rules governing short-term debt instruments and (ii) a Put Option for U.S. federal income tax purposes, as described in more detail in the product prospectus supplement.
  
ORDER DEADLINE
 
 
·  
RBCCM will accept orders to purchase the notes until 12:00 p.m., New York City time, on February 13, 2013.
 
 
  
PRICING DATE: February 13, 2013
I
ISSUE DATE: February 19, 2013
IRS Circular 230 Notice:  To ensure compliance with IRS Circular 230, you are hereby notified that: (a) any discussion of federal tax issues contained or referred to herein is not intended or written to be used, and cannot be used, by you for the purpose of avoiding penalties that may be imposed on you under the Internal Revenue Code; (b) such discussion is written in connection with the promotion or marketing by us of the transactions or matters addressed herein; and (c) you should seek advice based on your particular circumstances from an independent tax advisor.