Bond HeidelbergZement AG 3.25% ( XS1002933072 ) in EUR

Issuer HeidelbergZement AG
Market price 100 %  ▼ 
Country  Germany
ISIN code  XS1002933072 ( in EUR )
Interest rate 3.25% per year ( payment 2 times a year)
Maturity 20/10/2021 - Bond has expired



Prospectus brochure of the bond HeidelbergCement AG XS1002933072 in EUR 3.25%, expired


Minimal amount 1 000 EUR
Total amount 500 000 000 EUR
Detailed description HeidelbergCement AG is a global building materials company producing and distributing cement, aggregates, ready-mix concrete, and other related products.

HeidelbergCement AG's EUR 500,000,000 3.25% bond (ISIN: XS1002933072), issued in Germany, with a minimum denomination of EUR 1,000 and maturing on October 20, 2021, has reached maturity and been repaid at 100% of face value.








Medium Term Note Programme Prospectus
April 25, 2013

This document constitutes two base prospectuses for the purposes of article 5.4 of Directive 2003/71/EC of the European Parliament and of the
Council of November 4, 2003, as amended (the "Prospectus Directive"): (i) the base prospectus of HeidelbergCement AG in respect of non-
equity securities within the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended ("Non-
Equity Securities"),and (ii) the base prospectus of HeidelbergCement Finance Luxembourg S.A. in respect of Non-Equity Securities (together,
the "Medium Term Note Programme Prospectus" or the "Prospectus").

HEIDELBERGCEMENT AG
(incorporated in Germany)
(Notes (as defined below) issued by HeidelbergCement AG are guaranteed by Hanson Limited on the terms described in this
document)
and
HEIDELBERGCEMENT FINANCE LUXEMBOURG S.A.
(a public limited liability company incorporated in the Grand Duchy of Luxembourg with registered office at 13, rue Edward
Steichen, 2540 Luxembourg, Luxembourg and registered with the Luxembourg Register of Trade and Companies under number
B 40.962)
(Notes (as defined below) issued by HeidelbergCement Finance Luxembourg S.A. are guaranteed by HeidelbergCement AG
and by Hanson Limited on the terms described in this document)
10,000,000,000 Euro Medium Term Note Programme
(the "Programme")
HeidelbergCement AG and HeidelbergCement Finance Luxembourg S.A. will issue from time to time notes under the
Programme (the "Notes"). The payments of al amounts due in respect of Notes issued by HeidelbergCement AG will be
unconditionally and irrevocably guaranteed by a guarantee of Hanson Limited dated October 19, 2007 until expiry of such
guarantee which is anticipated to occur in 2016 (the "Hanson Guarantee"). The payments of all amounts due in respect of
Notes issued by HeidelbergCement Finance Luxembourg S.A. will be unconditionally and irrevocably guaranteed by a
guarantee of HeidelbergCement AG dated April 25, 2013 (the "HC Guarantee" and together with the Hanson Guarantee, the
"Guarantees") and the Hanson Guarantee. Each of HeidelbergCement AG and Hanson Limited are herein referred to as the
"Guarantor", together the "Guarantors".
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity
as competent authority under the Luxembourg law relating to prospectuses for securities, as amended (Loi relative aux
prospectus pour valeurs mobilières), which implements the Prospectus Directive (the "Luxembourg Law"), for approval of this
Prospectus. Pursuant to Article 7(7) of the Luxembourg Law, the CSSF shall give no undertaking as to the economic and
financial soundness of the operation or the quality or solvency of the issuer by approving a prospectus. Application has been
made to list the Notes on the official list of the Luxembourg Stock Exchange and to trade Notes on the Regulated Market
"Bourse de Luxembourg" of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Regulated Market is a
regulated market for the purposes of the Market in Financial Instruments Directive 2004/39/EC, as amended (the "Regulated
Market"). Notes issued under the Programme may also be listed on further stock exchanges or may not be listed at all. Each
Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany ("Germany"), the
Republic of Austria, the Republic of Ireland, the United Kingdom of Great Britain and Northern Ireland and the Netherlands with
a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law
("Notification"). Each Issuer may request the CSSF to provide competent authorities in additional host Member States within
the European Economic Area with a Notification.
Prospective purchasers of the Notes should refer to the Risk Factors disclosed on pages 34 to 60 of this Prospectus.

Arranger

Deutsche Bank

Dealers
Banca IMI
BayernLB
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Handelsbanken Capital
Danske Bank
Deutsche Bank
Markets
Landesbank Baden-
Helaba
ING
Württemberg
Mediobanca
Morgan Stanley
Nordea
Raiffeisen Bank
Skandinaviska Enskilda Banken
Standard Chartered Bank
International AG
AB (publ)

The Royal Bank of Scotland


This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus is valid for a period of 12 months after its approval.


2

RESPONSIBILITY STATEMENT

HeidelbergCement AG, with its registered office in Heidelberg, Germany ("HeidelbergCement" or "HC" or
"HC AG" or an "Issuer", together with its consolidated group companies, the "HeidelbergCement Group" or
the "HC Group" or the "Group"), and HeidelbergCement Finance Luxembourg S.A., with its registered office
in Luxembourg ("HC Finance Lux" or "HC Finance S.A." or an "Issuer" and together with HeidelbergCement
the "Issuers") are solely responsible for the information given in this Prospectus.

Each of the Issuers hereby declares that (i) this Prospectus contains all information with respect to
HeidelbergCement AG and its subsidiaries (including Hanson Limited) taken as a whole and to the Notes and
the Guarantees (as defined below) which is material in the context of the issue and offering of the Notes and
the Guarantees, including all information which, according to the particular nature of the Issuers and each of
the Guarantors (as defined below) and of the Notes and the Guarantees is necessary to enable investors and
their investment advisers to make an informed assessment of the assets and liabilities, financial position,
profits and losses, and prospects of the relevant Issuer, each of the Guarantors and HC Group and of the
rights attached to the Notes and the Guarantees; (ii) the statements contained in this Prospectus relating to
the Issuers, each of the Guarantors, HC Group, the Notes and the Guarantees are in every material particular
true and accurate and not misleading; (iii) there are no other facts in relation to the Issuers, each of the
Guarantors, HC Group, the Notes or the Guarantees the omission of which would, in the context of the issue
and offering of the Notes, make any statement in the Prospectus misleading in any material respect; and
(iv) reasonable enquiries have been made by the Issuers to ascertain such facts and to verify the accuracy of
all such information and statements.

NOTICE

This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other document incorporated herein by reference. Full information on the Issuers and any tranche of Notes is
only available on the basis of the combination of this Prospectus and the relevant final terms (the "Final
Terms").

Each of the Issuers accepts responsibility for the information contained in this Prospectus and has confirmed
to the dealers set forth on the cover page and any new dealer appointed from time to time under the
Programme (each a "Dealer" and together the "Dealers") that this Prospectus contains all information with
regard to HeidelbergCement, HC Finance Lux, Hanson Limited and the Notes which is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses
and prospects of the Issuers and the rights attaching to the Notes which is material in the context of the
Programme, that the information contained in this Prospectus with respect to HeidelbergCement, HC Finance
Lux, Hanson Limited and the Notes is accurate and complete in all material respects and is not misleading,
that the opinions and intentions expressed herein with respect to HeidelbergCement, HC Finance Lux,
Hanson Limited and the Notes are honestly held, that there are no other facts with respect to
HeidelbergCement, HC Finance Lux, Hanson Limited or the Notes the omission of which would make this
Prospectus as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect and that the Issuers have made all reasonable enquiries to ascertain all
facts material for the purposes aforesaid.

Each of the Issuers has undertaken with the Dealers to publish a supplement to this Prospectus or to publish
a new Prospectus if and when the information herein should become materially inaccurate or incomplete or in
the event of any significant new factor, material mistake or inaccuracy relating to the information included in
this Prospectus which is capable of affecting the assessment of the Notes and, where approval by the CSSF
of any such document is required, upon such approval having been given.

No person has been authorized to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorized by or on behalf of any Issuer or any of the
Dealers.

The offering, sale or delivery of any Notes may not be taken as an implication that the information contained
in such documents is accurate and complete subsequent to their respective dates of issue or that there has
been no adverse change in the financial condition of the Issuers and each of the Guarantors since such date
or that any other information supplied in connection with the Programme is accurate at any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.




3
To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any
person mentioned in this document other than the Issuers accepts any responsibility for the accuracy and
completeness of the information contained in this Prospectus or any supplement hereof, or any other
document incorporated by reference nor for the information contained in any Final Terms.

The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
comes are required to inform themselves about and observe any such restrictions. For a description of the
restrictions applicable in the United States of America, the European Economic Area in general, the United
Kingdom, the Netherlands, Japan and Italy, see "Selling Restrictions". In particular, the Notes have not been
and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act")
and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes
may not be offered, sold or delivered within the United States of America or to U.S. persons.

The language of the Prospectus is English. Any part of the Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche (as defined below) of Notes under the Programme, the
German text of the Terms and Conditions may be controlling and binding if so specified in the relevant Final
Terms. In respect of the Guarantees the German language version of each of the Guarantees is controlling
and binding as to form and content, and all rights and obligations of the Holders and the Guarantor
thereunder.

This Prospectus may be used for subsequent offers by the Dealers and/or further financial intermediaries
only for the period so specified in the Final Terms for the relevant Tranche of Notes.

Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.

Neither this Prospectus nor any Final Terms constitute an offer or invitation by or on behalf of the
relevant Issuer or the Dealers to any person to subscribe for or to purchase any Notes.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the stabilizing manager(s) (or persons acting on behalf of a stabilizing manager) will undertake
stabilization action. Any stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-
allotment must be conducted by the relevant stabilizing manager(s) (or person(s) acting on behalf of
any stabilizing manager(s)) in accordance with all applicable laws and rules.





4
Forward-Looking Statements

This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified
by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans
and expectations regarding HeidelbergCement Group's business and management, its growth and
profitability, and general economic and regulatory conditions and other factors that affect it.

Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including HeidelbergCement Group's
financial condition and results of operations, to differ materially from and be worse than results that have
expressly or implicitly been assumed or described in these forward-looking statements. HeidelbergCement
Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly
advised to read the following sections of this Prospectus: "Risk Factors", "HeidelbergCement AG",
"HeidelbergCement Finance Luxembourg S.A.", and "Hanson Limited". These sections include more detailed
descriptions of factors that might have an impact on HeidelbergCement Group's business and the markets in
which it operates.

In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.




5
TABLE OF CONTENTS


Page
Summary
................................................................................................................................................. 6
Section A
Introduction and Warnings ....................................................................................................... 6
Section B
HeidelbergCement AG as Issuer and Guarantor ..................................................................... 7
Section B
HeidelbergCement Finance Luxembourg S.A. as Issuer......................................................... 9
Section B
Hanson Limited as Guarantor ................................................................................................ 11
Section C
Securities .............................................................................................................................. 13
Section D
Risks ...................................................................................................................................... 15


Risks specific to HeidelbergCement AG ................................................................................ 15


Risks specific to HeidelbergCement Finance Luxembourg S.A. ........................................... 16


Risks specific to Hanson Limited ........................................................................................... 16


Risks specific to the Notes ..................................................................................................... 17
Section E
Offer ....................................................................................................................................... 18
German Translation of the Summary .......................................................................................................... 19
Abschnitt A Einleitung und Warnhinweise ................................................................................................ 19
Abschnitt B HeidelbergCement AG als Emittentin und Garantin .............................................................. 20
Abschnitt B HeidelbergCement Finance Luxembourg S.A. als Emittentin................................................ 22
Abschnitt B Hanson Limited als Garantin ................................................................................................. 25
Abschnitt C Wertpapiere ......................................................................................................................... 27
Abschnitt D Risiken ................................................................................................................................... 30


Risiken, die der HeidelbergCement AG eigen sind ............................................................... 30


Risiken, die der HeidelbergCement Finance Luxembourg S.A. eigen sind ........................... 31


Risiken, die der Hanson Limited eigen sind........................................................................... 32


Risiken, die den Schuldverschreibungen eigen sind ............................................................. 32
Abschnitt E Angebot ................................................................................................................................. 33
Risk Factors ............................................................................................................................................... 34
Consent to the Use of the Prospectus ........................................................................................................ 61
General Description of the Programme and Issue Procedures ................................................................... 62
Terms and Conditions of the Notes - English Language Version ............................................................... 65
Option I -
Terms and Conditions that apply to Notes with fixed interest rates ....................................... 65
Option II -
Terms and Conditions that apply to Notes with floating interest rates ................................... 86
Annex A to the Terms and Conditions ...................................................................................................... 107
Terms and Conditions of the Notes ­ German Language Version ........................................................... 111
Option I -
Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ............................. 111
Option II -
Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung......................... 135
Anlage A zu den Anleihebedingungen ...................................................................................................... 158
Form of Final Terms/Muster Endgültige Bedingungen .............................................................................. 163
Guarantee of HeidelbergCement AG/Garantie der HeidelbergCement AG .............................................. 176
Guarantee of Hanson Limited/Garantie der Hanson Limited .................................................................... 181
HeidelbergCement AG .............................................................................................................................. 183
HeidelbergCement Finance Luxembourg S.A. .......................................................................................... 223
Hanson Limited ......................................................................................................................................... 226
Description of Rules regarding resolutions of Holders .............................................................................. 230
Taxation
............................................................................................................................................. 232
Selling Restrictions .................................................................................................................................... 241
General Information .................................................................................................................................. 245
Documents incorporated by reference ...................................................................................................... 247
Addresses ............................................................................................................................................. 250




6
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A ­ E (A.1 ­ E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type
of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the Summary with the mention of "not applicable".
The Summary contains options, characterized by square brackets or typesetting in italics (other than the
respective translations of specific legal terms), and placeholders regarding the Notes to be issued under the
Programme. The summary of the individual issue of Notes will include the options relevant to this issue of
Notes as determined by the applicable Final Terms and will contain the information, which had been left
blank, as completed by the applicable Final Terms.
Element
Section A ­ Introduction and warnings

A.1
Warnings
Warning that:
§ this Summary should be read as an introduction to the
Prospectus;
§ any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the investor;
§ where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States,
have to bear the costs of translating the Prospectus, before
the legal proceedings are initiated; and
§ civil liability attaches only to the Issuers who have tabled the
Summary including any translation thereof, but only if the
Summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Prospectus or it
does not provide, when read together with the other parts of
the Prospectus, key information in order to aid investors
when considering whether to invest in such Notes.
A.2
Consent to the use of the
Each Dealer and/or each further financial intermediary
Prospectus
subsequently reselling or finally placing the Notes is entitled to
use the Prospectus for the subsequent resale or final placement
of the Notes during the offer period for the subsequent resale or
final placement of the Notes from [] to [], provided however,
that the Prospectus is still valid in accordance with Article 11 of
the Luxembourg Act relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières), as amended,
which implements Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003 (as
amended).
The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in
electronic form on the website of the Luxembourg Stock
Exchange
(www.bourse.lu)
and
on
the
website
of
HeidelbergCement Group (www.heidelbergcement.com).
When using the Prospectus, each Dealer and/or relevant further
financial intermediary must make certain that it complies with all
applicable laws and regulations in force in the respective




7
jurisdictions.
In the event of an offer being made by a Dealer and/or a
further financial intermediary the Dealer and/or the further
financial intermediary shall provide information to investors
on the terms and conditions of the Notes at the time of that
offer.

Element
Section B ­ [Issuer] [Guarantor]

B.1
Legal and commercial
HeidelbergCement AG ("HeidelbergCement")
name
B.2
Domicile / Legal form /
HeidelbergCement AG is incorporated under the laws of
Legislation / Country of
Germany
in
Heidelberg
as
a
stock
corporation
incorporation
(Aktiengesellschaft). HeidelbergCement AG has its registered
seat and head office at Berliner Strasse 6, 69120 Heidelberg,
Germany.
B.4b
Known trends affecting
Developments in the global economy generally affect
the Issuer and the
HeidelbergCement group's (the "Group") revenue and earnings.
industries in which it
Cyclicality of the markets may adversely affect operating
operates
margins. In addition, a significant increase in the cost of energy
and raw materials may adversely affect the Group's operating
results.
B.5
Description of the Group
It is the ultimate parent company of the Group.
and the Issuer's position
within the Group
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Nature of any
Not applicable. The audit opinions with respect to the
qualifications in the audit consolidated financial statements of HeidelbergCement AG for
reports on historical
the financial years ended December 31, 2012 and 2011 do not
financial information
include any qualifications.
B.12
Selected historical key financial information
The following table sets out the selected financial information about HC Group derived from the
audited consolidated financial statements of HC AG for the fiscal years ended December 31,
2011 and 2012, prepared in accordance with the International Financial Reporting Standards of
the International Accounting Standards Board (IASB) as adopted by the EU ("IFRS") and the
additional requirements of German Commercial law pursuant to Section 315a (1) of the
German Commercial Code (Handelsgesetzbuch ­ "HGB"):

Year ended
Year ended
December 31, 2012
December 31, 2011

in millions
audited
Revenue
14,020
12,902
Operating income before
2,477
2,321
depreciation (OIBD)
Earnings before interest and
1,248
1,377
taxes (EBIT)
Profit for the financial year
545
534



Cash flow from operating
1,513
1,332
activities










8

December 31, 2012
December 31, 2011

in millions
audited
Balance sheet total
28,005
29,020
Total equity
13,713
13,569
Total non-current liabilities
10,034
10,783
Total current liabilities
4,258
4,669

Material adverse change There has been no material adverse change in the prospects of
in the prospects of the HeidelbergCement
AG
since
December 31, 2012.
No
Issuer
developments are currently foreseen that are reasonably likely to
have a material effect on HeidelbergCement's prospects.
Significant change in the Not applicable. There has been no significant change in the
financial
and
trading financial or trading position of HeidelbergCement AG since
position
December 31, 2012.
B.13
Recent events
Business development was strong in 2012. Revenues showed
significant
improvement.
The
earnings
position
of
HeidelbergCement improved further due to increased cement
sales volumes and increased prices accompanied with cost
reduction and efficiency improvement initiatives.
B.14
Statement of dependency Not applicable. HeidelbergCement AG is not dependent upon
upon other entities within other entities within the HeidelbergCement Group.
the group
B.15
Principal activities
HeidelbergCement is a vertically integrated building materials
company. The core activities include the production and
distribution of cement and aggregates, the two essential raw
materials for concrete production. The product range is
supplemented by downstream activities such as ready-mixed
concrete, concrete products and concrete elements, asphalt, as
well as other related building products and services, thus
covering almost the entire concrete value chain.
B.16
Major shareholders
On January 21, 2011 Ludwig Merckle, Ulm/Germany notified
HeidelbergCement AG that the share of the voting rights directly
or indirectly via companies controlled by him amounted to
25.11% of the voting rights.
On June 23, 2011 Arnhold and S. Bleichroeder Holdings, Inc.,
New York/USA notified HeidelbergCement AG that the share of
the voting rights directly or indirectly (via First Eagle Investment
Management, LLC, New York/USA) held by Arnhold and
S. Bleichroeder Holdings, Inc., New York/USA amounted to
5.12% of the voting rights.
On September 14, 2012 BlackRock, Inc., New York/USA notified
HeidelbergCement AG that the share of the voting rights directly
or indirectly held by BlackRock, Inc., New York/USA amounted
to 4.998% of the voting rights.
On March 12, 2013 Artisan Partners Limited Partnership,
Milwaukee/USA notified HeidelbergCement AG that the share of
the voting rights directly or indirectly held by Artisan Partners
Limited Partnership, Milwaukee/USA amounted to 4.59% of the
voting rights.




9
B.17
Credit ratings of the
Moody's Deutschland GmbH ("Moody's")1,3 has assigned the
Issuer or its debt
long-term credit rating Ba1 (outlook stable) and Fitch Italia S.p.A.
securities
("Fitch")2,3 has assigned the long-term credit rating BB+ (outlook
stable) to HeidelbergCement AG.
[B.18
Nature and scope of the
The payments of all amounts due in respect of Notes issued by
Guarantee
HeidelbergCement Finance Luxembourg S.A. will be
unconditionally and irrevocably guaranteed by a guarantee of
HeidelbergCement AG.]

[Element
Section B ­ Issuer

B.1
Legal and commercial
HeidelbergCement Finance Luxembourg S.A.
name
B.2
Domicile / Legal form /
HeidelbergCement Finance Luxembourg S.A. is a public limited
Legislation / Country of
liability company (société anonyme). The statutory seat and
incorporation
place of business of HeidelbergCement Finance Luxembourg
S.A. is 13, rue Edward Steichen, L-2540 Luxembourg, Grand
Duchy of Luxembourg.
B.4b
Known trends affecting
HeidelbergCement Finance Luxembourg S.A. acts solely to
the Issuer and the
facilitate the financing of HeidelbergCement Group. The
industries in which it
business of HeidelbergCement Finance Luxembourg S.A. is
operates
directly related to the extent HeidelbergCement utilizes
HeidelbergCement Finance Luxembourg S.A. for future funding
needs. The extent to which future funding needs arise depends
on the development of the operating business and investment
projects of HeidelbergCement AG and its subsidiaries.
B.5
Description of the Group
HeidelbergCement Finance Luxembourg S.A. is a wholly owned
and the Issuer's position
subsidiary of HeidelbergCement AG and has no subsidiaries of
within the Group
its own. HeidelbergCement AG is incorporated under the laws of
Germany
in
Heidelberg
as
a
stock
corporation
(Aktiengesellschaft). It is the ultimate parent company of the
Group.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Nature of any
Not applicable. The audit opinions with respect to the financial
qualifications in the
statements of HeidelbergCement Finance Luxembourg S.A. for
audit reports on
the financial years ended December 31, 2012 and 2011 do not
historical financial
include any qualifications.
information

1 Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of
the European Parliament and of the Council of 11 May 2011 (the "CRA Regulation").
2 Fitch is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of
the European Parliament and of the Council of 11 May 2011 (the "CRA Regulation").
3 The European Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated
within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European
Commission shall publish that update list in the Official Journal of the European Union within 30 days following such update.




10
B.12
Selected historical key financial information
The following table sets out selected historical financial information about HeidelbergCement
Finance Luxembourg S.A. derived from the audited unconsolidated annual accounts for the
fiscal years ended December 31, 2011 and 2012 prepared on the basis of Luxembourg
GAAP.

Year ended
Year ended
December 31, 2012
December 31, 2011

in thousands
audited
Total income
205,853
76,886
Interest and other expenses
-21,275
-17,115
group companies
Interest, value adjustments and
-57,642
0
other financial expenses third
parties
Other charges and taxation
-858
-669
Result after taxation
126,078
59,102



Cash flow from operating
186,985
59,279
activities
Cash flow from investing
-70,000
-3,704,651
activities*
Cash flow from financing
-116,980
3,645,372
activities*
* Comparative amounts have been reclassified in the annual accounts of HeidelbergCement
Finance Luxembourg S.A. for the fiscal year ended December 31, 2012.


December 31, 2012
December 31, 2011

in thousands
audited
Fixed assets


Loans to shareholder
807,914
874,387
Loans to group entities
7,460,771
2,832,264
Current assets


Loans to group entities
63,166
313
Cash, prepayments and accrued
23
55
income
Balance Sheet total
8,331,874
3,707,019

Material adverse change There has been no material adverse change in the prospects of
in the prospects of the HeidelbergCement
Finance
Luxembourg
S.A.
since
Issuer
December 31, 2012. No developments are currently foreseen
that are reasonably likely to have a material effect on
HeidelbergCement Finance Luxembourg S.A.
Significant change in the Not applicable. There has been no significant change in the
financial and trading financial or trading position of HeidelbergCement Finance
position
Luxembourg S.A. since December 31, 2012.
B.13
Recent events
Not applicable. There are no recent events particular to
HeidelbergCement Finance Luxembourg S.A. which are to a
material extent relevant to the evaluation of HeidelbergCement
Finance Luxembourg S.A.'s solvency.
B.14
Statement of
HeidelbergCement Finance Luxembourg S.A. is a fully owned
dependency upon other
subsidiary of HeidelbergCement AG.
entities within the group
B.15
Principal activities
According to article 3 of its Articles of Association
HeidelbergCement Finance Luxembourg S.A. acts to facilitate