Obligation Heidelberg Druckmaschinen AG 8% ( DE000A14J7A9 ) en EUR

Heidelberg Druckmaschinen AG

100 % ▼

Allemagne

DE000A14J7A9 ( en EUR )

8% par an ( paiement semestriel )

14/05/2022 - Obligation échue

Prospectus brochure de l'obligation Heidelberger Druckmaschinen AG DE000A14J7A9 en EUR 8%, échue

1 000 EUR

149 999 512 EUR

Heidelberger Druckmaschinen AG est un fabricant allemand de machines d'impression, notamment des presses offset, et propose également des solutions logicielles et des services connexes pour l'industrie graphique.

L'Obligation émise par Heidelberg Druckmaschinen AG ( Allemagne ) , en EUR, avec le code ISIN DE000A14J7A9, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2022

NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
OFFERING MEMORANDUM

[GRAPHIC]
HEIDELBERGER DRUCKMASCHINEN AKTIENGESELLSCHAFT
(a stock corporation incorporated under the laws of Germany)
205,400,000
8.000% Senior Notes due 2022
Heidelberger Druckmaschinen Aktiengesellschaft (the "Issuer" or the "Company", and together with its consolidated
subsidiaries, "Heidelberg" or the "Heidelberg Group") is offering 205,400,000 aggregate principal amount of 8.000%
senior notes due 2022 (the "Notes"). The Issuer will pay interest on the Notes semi-annually in arrears on each May 15
and on each November 15 of each year commencing on November 15, 2015. Prior to May 15, 2018, the Issuer will be
entitled, at its option, to redeem all or a portion of the Notes by paying a "make-whole" premium. At any time on or after
May 15, 2018, the Issuer may redeem all or part of the Notes by paying a specified premium to you. In addition, prior to
May 15, 2018, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds
from certain equity offerings at a price equal to 108.00% of the principal amount of the Notes so redeemed, plus accrued
and unpaid interest, if any. If the Issuer undergoes certain types of change of control or sells certain of its assets, the
Issuer may be required to make an offer to purchase the Notes. In the event of certain developments affecting taxation,
the Issuer may redeem the Notes in whole, but not in part.
The obligations under the Notes will constitute senior obligations of the Issuer ranking pari passu in right of payment
with all other existing and future senior obligations of the Issuer (unless such obligations are accorded priority under
mandatory provisions of statutory law) and will be effectively subordinated to any of the Issuer's existing and future
indebtedness that is secured to the extent of the value of the assets securing such indebtedness. The Notes will have the
benefit of unconditional and irrevocable guarantees (the "Subsidiary Guarantees") from certain of the Issuer's
subsidiaries that are also guaranteeing the Company's Revolving Credit Facility (as defined below) (the guarantors
jointly referred to as the "Subsidiary Guarantors").
This offering memorandum (the "Offering Memorandum") includes information on the terms of the Notes, including
redemption and repurchase prices, covenants and transfer restrictions.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to admit the Notes
to trading on the Euro MTF market of the Luxembourg Stock Exchange ("Euro MTF"). This offering memorandum
constitutes a prospectus for purposes of Luxembourg law on prospectus securities dated July 10, 2005, as amended and
has been prepared for the purpose of the listing on the LuxSE.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 25.

Price: 97.390%

The Notes will be represented by global notes deposited with Clearstream Banking AG, Frankfurt am Main, Germany
("Clearstream Banking"). Definitive notes representing individual Notes will not be issued. Transfer of the Notes will
be subject to the rules of Clearstream Banking and the terms of a book-entry registration agreement ("Book-Entry
Registration Agreement") among Clearstream Banking and the Issuer with respect to the Notes. The Notes, which are
governed by German law, will be issued in denominations of 1,000 and will be transferable only in minimum aggregate
principal amounts of 100,000 and integral multiples of 1,000 in excess thereof. For the purposes of the secondary
market trading on the LuxSE, the minimal transfer amount is one (1) security. The Notes will be ready for delivery, in
book-entry form only, on or about May 5, 2015.
Neither the Notes nor the Subsidiary Guarantees have been or will be registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Notes and the Subsidiary Guarantees

are being offered and sold only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the U.S.
Securities Act ("Rule 144A") and to non-U.S. persons outside the United States in reliance on Regulation S under the
U.S. Securities Act ("Regulation S"). Prospective purchasers are hereby notified that the seller of the Notes and the
Subsidiary Guarantees may be relying on the exemption from the registration requirements under the U.S. Securities Act
provided by Rule 144A. See "Notice to Investors" and "Subscription and Sale of the Notes--Selling and Transfer
Restrictions" for additional information about eligible offerees and transfer restrictions.
Joint Bookrunners and Joint Lead Managers
Deutsche Bank
BNP PARIBAS
Commerzbank
HSBC
Landesbank Baden-
Württemberg
Co-Managers
DZ BANK AG
IKB Deutsche Industriebank
The date of this Offering Memorandum is May 5, 2015

NOTICE TO INVESTORS
You should rely only on the information contained in this Offering Memorandum or in a document to
which Heidelberg has referred you. Neither the Issuer nor any of the Managers as listed in the section
"Subscription and Sale of the Notes" have authorized anyone to provide you with different information. Neither
the Issuer nor the Managers are making an offer of the Notes in any jurisdiction where such offer is not
permitted. You should not assume that the information contained in this Offering Memorandum is accurate as of
any date other than the date on the front of this Offering Memorandum.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (OR PERSONS
ACTING ON BEHALF OF DEUTSCHE BANK AG, LONDON BRANCH) MAY OVERALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT
DEUTSCHE BANK AG, LONDON BRANCH (OR PERSONS ACTING ON BEHALF OF DEUTSCHE BANK AG,
LONDON BRANCH) WILL UNDERTAKE ANY STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF
THE OFFERING 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 OF THE NOTES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES.
The Issuer has prepared this Offering Memorandum solely for use in connection with the proposed offering of
the Notes and it may only be used for this purpose. This Offering Memorandum does not constitute an offer to the public
generally to subscribe for or otherwise acquire the Notes.
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of
Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes that are the
subject of the offering contemplated in this Offering Memorandum may only do so in circumstances in which no
obligation arises for the Issuer or any of the Managers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor the Managers have authorized, nor do they
authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the Managers
to publish a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (as
amended, including by Directive 2010/73/EC, to the extent implemented in the Relevant Member State), and includes
any relevant implementing measure in each Relevant Member State.
The Managers make no representation or warranty, express or implied, as to the accuracy or completeness of the
information set forth in this Offering Memorandum. Nothing contained in this Offering Memorandum is or should be
relied upon as a promise or representation by the Managers as to the past or the future. You agree to the foregoing by
accepting delivery of this Offering Memorandum.
Except as provided below, the Issuer accepts responsibility for the information contained in this Offering
Memorandum. To the best of its knowledge and belief, the information contained in this Offering Memorandum is in
accordance with the facts and does not omit anything likely to affect the import of such information. The information
contained under the heading "Exchange Rate Information" includes extracts from information and data publicly released
by official and other sources. While the Issuer accepts responsibility for accurately summarizing the information
concerning exchange rate information, it accepts no further responsibility in respect of such information. The information
set out in relation to sections of this Offering Memorandum describing clearing and settlement arrangements, including
the section entitled "Book-Entry Delivery and Form" is subject to change in, or reinterpretation of, the rules, regulations
and procedures of Clearstream Banking, as currently in effect. While the Issuer accepts responsibility for accurately
summarizing the information concerning Clearstream Banking, it accepts no further responsibility in respect of such
information.
You are responsible for making your own examination of the Issuer, the Subsidiary Guarantors and their
business and your own assessment of the merits and risks of investing in the Notes. You may contact the Issuer if you
need any additional information. By purchasing the Notes and/or receiving this Offering Memorandum, you will be
deemed to have acknowledged that (i) you have reviewed this Offering Memorandum, (ii) you have had an opportunity
to request from the Issuer any additional information that you need for your review, (iii) you have received all additional
information you deem necessary to verify the accuracy and completeness of the information contained in this Offering
Memorandum and (iv) neither the Issuer nor the Subsidiary Guarantors nor any of the Managers nor the Holders'
Representative (i.e. Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft) nor any of their
respective representatives are responsible for, and are not making any representation to you concerning, the Issuer's and
the Subsidiary Guarantors' future performance. You will also be deemed to have acknowledged that you have not relied
i

on the Managers in connection with your investigation of the accuracy or completeness of this information or your
decision to invest in the Notes.
Neither the Issuer, the Subsidiary Guarantors nor any of the Managers or the Holders' Representative nor any of
their respective representatives are making any representation to you regarding the legality of an investment in the Notes,
and you should not construe anything in this Offering Memorandum as legal, business or tax advice. You should consult
your own advisors as to the legal, tax, business, financial and related aspects of an investment in the Notes. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this
Offering Memorandum, and you must obtain all applicable consents and approvals. Neither the Issuer, the Subsidiary
Guarantors, any of the Managers nor the Holders' Representative shall have any responsibility for any of the foregoing
legal requirements.
It is expected that delivery of the Notes will be made against payment therefore on or about the date of the
settlement of this offering, which will be the tenth business day in Frankfurt am Main and London following the date of
pricing of the Notes (such settlement being referred to as "T+10"). You should note that trading of the Notes on the date
of pricing or the succeeding business days may be affected by the T+10 settlement. See "Subscription and Sale of the
Notes".
The Notes are subject to certain restrictions on offers, sales and transfers, which are described under the sections
below titled "Notice to Investors in the European Economic Area", "Notice to Investors in the United States of America",
"Notice to New Hampshire Residents Only", "Notice to Investors in the United Kingdom", "Notice to Investors in the
Republic of Austria" and "Notice to Investors in the Netherlands". By possessing this Offering Memorandum or
purchasing any Notes, you will be deemed to have represented and agreed to all of the provisions contained in those
sections of this Offering Memorandum.
You may be required to bear the financial risks of this investment for an indefinite period of time.
Neither the U.S. Securities and Exchange Commission nor any state or other securities regulator has
approved or disapproved of the Notes or determined that this Offering Memorandum is accurate or complete.
Any representation to the contrary is a criminal offense in the United States.
You may not use any information herein for any purpose other than considering an investment in the Notes.
The Issuer reserves the right to withdraw this offering of the Notes at any time. The Issuer and the Managers
reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or for no reason and to allot
to any prospective purchaser less than the full amount of the Notes sought by such purchaser.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In relation to each Relevant Member State, each Manager has represented and agreed that with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and
will not make an offer of Notes that are the subject of the offering contemplated by this Offering Memorandum to the
public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the relevant Manager or Managers nominated by the Issuer for any such
offer; or
(c)
in any other circumstances falling within Article 3 Para 2 of the Prospectus Directive,
provided that no such offer of Notes shall require the Issuer or any Manager to publish an Offering Memorandum
pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as
the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that
Relevant Member State.
ii

NOTICE TO INVESTORS IN THE UNITED STATES OF AMERICA
The Notes and the Subsidiary Guarantees have not been and will not be registered under the U.S. Securities Act
or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or
sold in the United States, except to QIBs as defined in Rule 144A, in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Rule 144A. The Notes may be offered and sold outside the United
States to non-U.S. persons in offshore transactions in reliance on Regulation S. Prospective investors are hereby notified
that sellers of the Notes may be relying on the exemption from the registration requirements of Section 5 of the U.S.
Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes, please see
"Subscription and Sale of the Notes--Selling and Transfer Restrictions".
None of the U.S. Securities and Exchange Commission, any U.S. state securities commission or any non-U.S.
securities authority has approved or disapproved of these securities or determined that this Offering Memorandum is
accurate or complete. Any representation to the contrary is a criminal offence.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA 421-B")
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING
BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B
IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) have professional
experience in matters relating to investments falling within Article 19 Para 5 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended, (the "Financial Promotion Order"), (ii) are persons falling within
Article 49 Para 2(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion
Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated (all such persons under (i) through (iii) together being referred to as "Relevant
Persons"). This Offering Memorandum is directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this Offering Memorandum or any of its contents.
NOTICE TO INVESTORS IN THE REPUBLIC OF AUSTRIA
The Notes may be offered and sold in the Republic of Austria only in accordance with the provisions of Capital
Markets Act (Kapitalmarktgesetz), the Banking Act (Bankwesengesetz), the Securities Supervision Act 2007
(Wertpapieraufsichtsgesetz 2007) of Austria and any other applicable Austrian law governing the offer and sale of the
Notes in the Republic of Austria. The Notes have not been admitted for a public offer in Austria either under the
provisions of the Capital Markets Act (Kapitalmarktgesetz), or the Investment Funds Act 2011 (Investmentfondsgesetz
2011) or the Stock Exchange Act (Börsegesetz). Neither this document nor any other document in connection with the
Notes is a prospectus according to the Capital Markets Act (Kapitalmarktgesetz), the Stock Exchange Act (Börsegesetz)
or the Investment Funds Act 2011 (Investmentfondsgesetz 2011) and has therefore not been drawn up, audited, approved,
pass-ported and/or published in accordance with the aforesaid acts. The recipients of this Offering Memorandum and
other selling material with respect to the Notes have been individually selected and identified before the offer being made
and are targeted exclusively on the basis of a private placement. Consequently, the Notes may not be, and are not being,
offered, (re-)sold or otherwise transferred directly or indirectly by way of a public offering in the Republic of Austria. No
offer will be made to any persons other than the recipients to whom this Offering Memorandum is personally addressed.
No steps may be taken that would constitute a public offer of the Notes in Austria and the offer of the Notes may not be
advertised publicly in the Republic of Austria. This Offering Memorandum is distributed under the condition that the
foregoing obligations are accepted by the recipient and that the recipient undertakes to comply with the above selling and
transfer restrictions.
iii

NOTICE TO INVESTORS IN THE NETHERLANDS
The Notes (including rights representing an interest in each global note that represents the Notes) may not be
offered or sold to individuals or legal entities in the Netherlands other than to qualified investors as defined in the
Netherlands Financial Supervision Act (Wet op het financieel toezicht).
iv

CERTAIN DEFINITIONS
Definitions
As used in this Offering Memorandum (except for the section "Description of the Notes"):
"$", "U.S. dollar", "USD" or "U.S.$" means the lawful currency of the United States of America;
"Conditions of Issue" means the principal terms and conditions of the Notes as described under "Description of
the Notes";
"EBIT" means earnings before interest and taxes;
"EBIT margin" means the ratio of EBIT to sales revenue;
"EBITDA" means EBIT plus all depreciation, amortization and write-downs charged on intangible assets and
property, plant, and equipment;
"Equity ratio" is calculated as the ratio of equity to total assets;
"EU" means the European Union;
"EU Insolvency Regulation" means Council Regulation (EC) No. 1346/2000 on insolvency proceedings;
"Euro MTF" means the Euro MTF market of the Luxembourg Stock Exchange;
"euro", "EUR" or "" means the single currency of the participating member states in the "Third Stage of the
European Economic and Monetary Union of the Treaty Establishing the European Community", as amended from time
to time;
"Financial year 2013/2014", "financial year 2012/2013" and "financial year 2011/2012" mean, in each case,
Heidelberg's financial years ended March 31, 2014, 2013 and 2012, respectively;
"Free cash flow" is comprised of, for purposes of the cash flow statement, cash generated by operating
activities and cash used in investing activities;
"Heidelberg" or the "Heidelberg Group" means the Company together with its consolidated subsidiaries;
"Holders'
Representative"
means,
initially,
Dentons
GmbH
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft, in its capacity as representative of the Holders;
"IFRS" means the International Financial Reporting Standards issued by the International Accounting
Standards Board as adopted by the European Union;
"Issuer" or the "Company" means Heidelberger Druckmaschinen Aktiengesellschaft, Heidelberg, Germany,
the issuer of the Notes;
"Member State" means a member state of the European Economic Area;
"Net debt" means financial liabilities minus cash, cash equivalents and current securities;
"Net financial leverage ratio" means net debt divided by Normalized EBITDA;
"Net investments" means investments in intangible assets, property, plant and equipment and investment
property less income from disposals;
"Net working capital" means the total of inventories and receivables less liabilities as well as prepayments
received;
"Normalized EBIT" means EBIT adjusted by eliminating special items;
"Normalized EBITDA" means EBITDA adjusted by eliminating special items;
v

"Portfolio Optimization and Special Restructuring Measures" means the efficiency improvement and cost
optimization program Heidelberg initiated in financial year 2014/2015, including without limitation, various
modifications to Heidelberg's organizational structure with the objective of enhancing the general profitability of the
Heidelberg Group, adjustment of human resources capacities, reduction of administrative functions and reduction of
structural costs;
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in the
Relevant Member State;
"PwC" means PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Mannheim,
Germany, independent auditors of the Company;
"R&D" means research and development;
"Result of operating activities" means the result of operating activities (including special items) that represents
consolidated earnings for the year (profit or loss) according to IFRS before taxes on income and earnings and net
financial income;
"Revolving Credit Facility" means the revolving credit facility provided by a syndicate of banks to Heidelberg
under a revolving credit facility agreement (the "Revolving Credit Facility Agreement") originally dated March 25,
2011 (as last amended on March 19, 2015 and as further amended from time to time);
"Special items" means income and expenses associated with the Focus efficiency program ("Focus efficiency
program"), the Portfolio Optimization and Special Restructuring Measures and other efficiency enhancement measures
as well as the realignment of Heidelberg's product portfolio, in particular expenses for personnel adjustments, site
closures, and consulting services;
"UK" means the United Kingdom; and
"United States", "US" or "U.S." refers to the United States of America.
vi

PRESENTATION OF FINANCIAL INFORMATION
The consolidated financial statements of the Company for the financial years ended March 31, 2014 and 2013 as
well as the consolidated interim financial statements for the nine-month period ended December 31, 2014 were prepared
by Heidelberg in accordance with IFRS. Such financial statements are included in the financial section of this Offering
Memorandum.
Unless stated otherwise, the financial data in this Offering Memorandum are based on the consolidated annual
financial statements as well as the consolidated interim financial statements of the Company. The consolidated financial
statements of the Company for the financial years ended March 31, 2013 (including comparative figures for the financial
year ended March 31, 2012) and 2014 were audited by the Company's independent auditors (for more information in
connection with the independent auditors, see "Independent Auditors"). The consolidated interim financial statements of
the Company for the nine-month period ended December 31, 2014 (including comparative figures for the nine-month
period ended December 31, 2013) are unaudited. Any financial data referred to in this Offering Memorandum as
"unaudited" has not been audited or reviewed (prüferische Durchsicht) within the meaning of item 20.6 of Annex I of the
European Commission Regulation (EC) No 809/2004.
This Offering Memorandum contains certain financial measures that are not defined under IFRS (e.g., total
operating performance, special items, EBIT, Normalized EBIT, Normalized EBITDA, cash flow, free cash flow and Net
investments). With the exception of Normalized EBITDA and Normalized EBIT, these financial measures are included
in the Company's consolidated financial statements. The definitions of the financial measures as used by the Company
are included in this Offering Memorandum. In this context it should be taken into consideration that not all companies
calculate such non-IFRS measures in the same manner and thus the financial measures presented by the Company might
not necessarily be comparable with similarly titled measures used by other companies.
Heidelberg's management presents the non IFRS financial measures that are not included in the Company's
consolidated financial statements (e.g., Normalized EBITDA, Normalized EBIT and Net investments) and has frequently
published such measures in reports because the management of Heidelberg expects that such measures are of interest to
investors for the purpose of evaluating the operating performance. These financial measures should not be considered as
an alternative to, or in isolation from, financial measures such as consolidated net loss/profit, inflow/outflow of funds
from operating activities or other IFRS financial measures.
In the Heidelberg Group, segments are defined by the services performed by the segments. The segments are
based on internal organization and reporting in line with the management approach. The Heidelberg Group is divided
into the following three business segments: Heidelberg Equipment, Heidelberg Services and Heidelberg Financial
Services. The Heidelberg Equipment segment is mainly comprised of the new equipment business. The Heidelberg
Services segment encompasses mainly transactions dealing with services, consumables and remarketed equipment. The
Heidelberg Financial Services segment provides sales financing services. Within the segments, the Heidelberg Group is
divided into business areas ("BAs"). This structure allows Heidelberg to implement individual BA strategies while
maintaining the operative synergies of functions at the segment and company level. In the fourth quarter of financial year
2012/2013, the Heidelberg Group adjusted the allocation of certain BAs to its segments to adapt Heidelberg's
organization to the changing market environment. For example, the Gallus BA- together with flexo printing machinery-
the associated consumables, spare parts and technical services, and the software solutions for the Prinect printing
workflow had previously been allocated to the Heidelberg Services segment. As of the financial year 2012/2013, these
activities were allocated to the Heidelberg Equipment segment and the figures for the financial year 2011/2012 were
restated accordingly. For additional information on the segments' business activities as well as their products and
services, please see "Business Activities--The Segments and their Products and Services". For reporting purposes,
Heidelberg also distinguishes between the five regions in which it operates: Europe, Middle East and Africa ("EMEA"),
Eastern Europe, North America, South America and Asia/Pacific. Transfer prices for internal Heidelberg Group sales are
determined using a market-driven approach, based on the principle of dealing at arm's length.
The auditor's reports of PwC for the consolidated financial statements of the Company, as of March 31, 2013
and 2014 and for the years then ended refer to group management reports. The examinations of and the audit reports
upon such group management reports are required to be made under German auditing standards. Those examinations
were not made in accordance with generally accepted auditing or attestation standards in the United States. Accordingly,
PwC does not express any opinion on this information or on the consolidated financial statements included in this
Offering Memorandum, in each case in accordance with U.S. generally accepted auditing standards or U.S. attestation
standards.
vii

Currency and Financial Data
The amounts in this Offering Memorandum in "euro", "EUR" or "" refer to the legal currency of the Federal
Republic of Germany as of January 1, 1999. Figures quoted in another currency are expressly noted by indication of the
appropriate currency or the respective currency symbol in accordance with ISO-Code (ISO 4217).
The table below contains the exchange rates as of the reporting date and the average exchange rates for the year
against the euro for the periods and currencies listed:
For the nine-month period ended

For the financial year ended March 31,
December 31,

2012
2013
2014
2013
2014

Average
End
Average
End
Average
End
Average
End
Average
End
U.S. dollar (USD)........................................................
1.3781 1.3344 1.2879 1.2820 1.3408 1.3770 1.3312 1.3743 1.3150 1.2098
Japanese yen (JPY)......................................................
108.90 110.55 107.03 120.74 134.41 142.12 132.30 144.82 140.28 144.90
Chinese yuan renminbi (CNY) .....................................
8.8181 8.3991 8.0981 7.9624 8.2026 8.5621 8.1511 8.3225 8.1302 7.5080
Swiss franc (CHF) .......................................................
1.2132 1.2042 1.2102 1.2169 1.2295 1.2181 1.2315 1.2274 1.2117 1.2031
British pound (GBP) ....................................................
0.8630 0.8333 0.8151 0.8430 0.8436 0.8263 0.8486 0.8306 0.7991 0.7766

Source: Bloomberg.
viii