Bond FMS Vermögensverwaltung 1% ( US30254WAA71 ) in USD

FMS Vermögensverwaltung

100 % ▼

Germany

US30254WAA71 ( in USD )

1% per year ( payment 2 times a year)

21/11/2017 - Bond has expired

Prospectus brochure of the bond FMS Wertmanagement US30254WAA71 in USD 1%, expired

200 000 USD

2 000 000 000 USD

30254WAA7

AAA ( Prime - Investment-grade )

Aaa ( Prime - Investment-grade )

FMS Wertmanagement is a German-based investment management firm specializing in real estate and infrastructure investments, offering a range of services including asset management, portfolio management, and investment advisory.

The Bond issued by FMS Vermögensverwaltung ( Germany ) , in USD, with the ISIN code US30254WAA71, pays a coupon of 1% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/11/2017

The Bond issued by FMS Vermögensverwaltung ( Germany ) , in USD, with the ISIN code US30254WAA71, was rated Aaa ( Prime - Investment-grade ) by Moody's credit rating agency.

The Bond issued by FMS Vermögensverwaltung ( Germany ) , in USD, with the ISIN code US30254WAA71, was rated AAA ( Prime - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
424B1 1 d408147d424b1.htm $2,000,000,000 1.00% NOTES DUE 2017
Table of Contents

Filed pursuant to Rule 424(b)(1)
Registration Statement No. 333-184318
$2,000,000,000
1.00% NOTES DUE 2017
FMS Wertmanagement ("FMS-WM") will pay interest on the notes on May 21 and November 21 of each year. Interest will
accrue on the notes from and including November 21, 2012, and the first interest payment date will be May 21, 2013. FMS-WM may
not redeem the notes prior to their maturity on November 21, 2017. There is no sinking fund for these notes.

FMS-WM intends to apply for the notes to be admitted to the Euro MTF Market of the Luxembourg Stock Exchange.

FMS is wholly owned by the German Financial Market Stabilization Fund known as SoFFin, which is obligated to provide FMS
with liquidity support and to compensate it for losses. The Federal Republic of Germany (the "Federal Republic") is directly liable
for all of SoFFin's obligations. Accordingly, FMS's obligations, including the notes offered hereby, are effectively backed by the full
faith and credit of the Federal Republic. See "Responsibility of the Federal Republic for FMS-WM."

PRICE 99.981% AND ACCRUED INTEREST

Underwriting
Price to
Discounts
Proceeds to

Public(1)

And Commissions(2)

FMS-WM(1) (3)
Per note

99.981%

0.125%

99.856%
Total

$1,999,620,000
$
2,500,000
$1,997,120,000
(1) Plus accrued interest, if any, from November 21, 2012.
(2) FMS-WM has agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
(3) Before deducting expenses related to the offering.

Neither the Securities and Exchange Commission, any state securities commission, the Luxembourg Stock Exchange or
any foreign governmental agencies has approved or disapproved of these securities or determined whether this prospectus is
accurate and complete. Any representation to the contrary is a criminal offense.

The underwriters named in this prospectus expect to deliver the notes to purchasers in book-entry form only through The
Depository Trust Company and through facilities of other clearing systems that participate in the Depository Trust Company, including
Clearstream Banking, société anonyme, Luxembourg, and Euroclear Bank SA/NV, on November 21, 2012.

1 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Citigroup

Deutsche Bank

Goldman Sachs International

HSBC
The date of this prospectus is November 14, 2012
2 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Table of Contents
Table of Contents

Page
ADDITIONAL INFORMATION

4

PROSPECTUS SUMMARY

5

RECENT DEVELOPMENTS

10
FMS-WM

10
The Federal Republic of Germany

10
USE OF PROCEEDS

15
PRESENTATION OF FINANCIAL INFORMATION

15
EXCHANGE RATE INFORMATION

15
CAPITALIZATION AND INDEBTEDNESS

16
FMS-WM

17
Overview

17
Creation and Legal Status

17
Relationship with the Federal Republic of Germany

18
Business and Operations

20
SELECTED FINANCIAL INFORMATION

28
ECONOMIC CONDITIONS AND MARKET DEVELOPMENTS

30
Economic Developments in Key Regions

30
Real Estate Markets

30
Infrastructure Markets

31
Financial Institutions and Covered Bonds

31
Public Sector

31
ABS Markets

32
FINANCIAL REPORT NET ASSETS, FINANCIAL POSITION AND RESULTS OF OPERATIONS

33
Net Assets

33
Financial Position

35
Results of Operations

36
Overall Appraisal

38
RISK REPORT

39
Basics of Risk Management

39
Organizational Structure of Risk Management

40
Principles of Risk Management

41
Counterparty Default Risks

41
Watchlist and Problem Assets

48
Market Risks

49
Liquidity Risks

51
Operational Risks

54
Other Risks

56
Assessment of the Overall Exposure and Outlook

57
INTERNAL CONTROL / RISK MANAGEMENT SYSTEM RELEVANT TO THE FINANCIAL REPORTING PROCESS
(ICS/RMS)

59
MANAGEMENT AND EMPLOYEES

61
Supervisory Board

61
Executive Board

61
Management Board

62
Employees

63
DEBT RECORD

64
DESCRIPTION OF NOTES

64
General

64
Interest

64
Fiscal Agent

64
Payment of Principal and Interest

64
Redemption

65
No Payment of Additional Amounts

65
Ranking

65
Negative Pledge

65
3 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Events of Default

65
Notice

66
Amendments (Collective Action Clause)

66
4 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Table of Contents

Page
Jurisdiction
67

Governing Law
67

Further Issues
67

Repurchase
67

Notices
67

CLEARING AND SETTLEMENT
68

Certification and Custody
68

Payments
68

Transfers
68

The Clearing Systems
69

Global Clearing and Settlement Procedures
71

RESPONSIBILITY OF THE FEDERAL REPUBLIC FOR FMS-WM
73

SoFFin's Liquidity Support and Loss Compensation Obligations
73

The Federal Republic's Liability for SoFFin's Obligations
73

TAXATION
74

United States Taxation
74

German Taxation
77

UNDERWRITING
80

Settlement
80

Other Relationships
80

Selling Restrictions
81

LEGAL MATTERS
82

AUTHORIZED REPRESENTATIVE
83

INDEPENDENT AUDITORS
83

OFFICIAL STATEMENTS AND DOCUMENTS
83

LIMITATIONS ON ACTIONS AGAINST THE FEDERAL REPUBLIC
83

ENFORCEMENT OF CIVIL LIABILITIES
83

WHERE YOU CAN FIND MORE INFORMATION
84

GENERAL INFORMATION
84

FINANCIAL STATEMENTS AND REPORT OF THE INDEPENDENT AUDITORS
F-1
ANNEX A SCHEDULE OF FUNDED DEBT OUTSTANDING AS OF DECEMBER 31, 2011
A-1
THE FEDERAL REPUBLIC OF GERMANY
G-1
You should rely on the information contained in this prospectus. FMS-WM has not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate and did
not omit to state any material fact required to be stated herein or necessary to make the statements herein not misleading as
of the date on the front cover of this prospectus only. FMS-WM's activities, financial condition, results of operations and
prospects may have changed since that date.
A portion of the notes offered hereby may be offered and sold outside of the United States in transactions not subject to the
registration requirements of the U.S. Securities Act of 1933.
This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes offered hereby by any
person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. The offer or sale of the
notes and the distribution of this prospectus may be restricted by law in certain jurisdictions, and you should inform yourself about,
and observe, any such restrictions.
This prospectus may only be used for the purposes for which it has been published.

-3-
5 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Table of Contents
ADDITIONAL INFORMATION
FMS-WM has filed with the Securities and Exchange Commission (the "Commission") a registration statement (which term
shall include any amendments thereto) under Schedule B of the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities offered hereby. This prospectus does not contain all the information set forth in the registration statement,
certain parts of which are omitted in accordance with the rules and regulations of the Commission and to which reference is hereby
made. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to the registration statement,
reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.

-4-
6 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Table of Contents
PROSPECTUS SUMMARY
FMS-WM
FMS-WM is a wind-up institution (Abwicklungsanstalt) organized as a public law entity (Anstalt öffentlichen Rechts)
under public law of the Federal Republic with partial legal capacity. FMS-WM is fully owned by the German Financial Market
Stabilization Fund (Finanzmarktstabilisierungsfonds, "SoFFin"), which is a special pool of assets (Sondervermögen) of the
Federal Republic. FMS-WM is charged with liquidating a portfolio of risk positions and non-strategic assets/businesses in an
original amount of EUR 175.7 billion (nominal volume) that it assumed from Hypo Real Estate Holding AG and its subsidiaries
and special purpose entities (referred to herein collectively as the "HRE Group") on October 1, 2010. As of 2007, the HRE
Group was one of the largest commercial property lenders, issuers of covered bonds and providers of public finance in Germany.
It encountered severe financial difficulties in 2008/09 in the course of the global financial markets crisis. Given the systemic
importance of the HRE Group and the resulting public interest in stabilizing the HRE Group, the Federal Republic initiated
support measures for this financial institution, including the transfer of risk positions and non-strategic assets/businesses to
FMS-WM.
FMS-WM pursues its objective of managing and winding up its portfolio according to a strategic management framework
known as the winding-up plan (Abwicklungsplan), which is updated and adapted on a regular basis. FMS-WM aims to maximize
the value of its portfolio by managing and liquidating it in a value-preserving manner over an extended period of time. For any
given part of the portfolio, the plan requires an assessment of whether FMS-WM should sell, hold, or restructure its holdings. As
of December 31, 2011, FMS-WM had liquidated approximately EUR 19.6 billion of its initial portfolio of EUR 175.7 billion.
FMS-WM's portfolio is currently serviced by the HRE Group, pursuant to a cooperation agreement between FMS-WM and
Deutsche Pfandbriefbank AG ("PBB"), the core financial institution of the HRE Group. According to existing EU requirements,
the cooperation agreement with PBB must be terminated by September 30, 2013 at the latest. FMS-WM has launched a project to
make alternative arrangements for its portfolio servicing.
FMS-WM engages in funding activities, including the issuance of debt securities and/or obtaining financing from financial
institutions, in order to refinance funding instruments associated with the portfolio it has assumed as they expire. FMS-WM will
have to engage in refinancing activities on the capital markets until its portfolio has been liquidated. As of December 31, 2011,
FMS-WM had subscribed capital of EUR 200,000, the total amount of which had been paid in.
FMS-WM's obligations are effectively backed by the full faith and credit of the Federal Republic because SoFFin is
obligated under FMS-WM's charter to cover all losses sustained by FMS-WM ("loss compensation obligation") and to ensure
that FMS-WM is able to pay all its liabilities at any time when due and in full ("liquidity support obligation"). According to
Section 5 of the German Financial Market Stabilization Fund Act (Finanzmarktstabilisierungsfondsgesetz, "FMStFG"), the
Federal Republic, in turn, is directly liable for all of SoFFin's obligations.
FMS-WM is governed by two corporate bodies: the Supervisory Board (Verwaltungsrat) and the Executive Board
(Vorstand). The six-member Supervisory Board is appointed by SoFFin and is responsible for the composition and oversight of
the Executive Board as well as for major strategic decisions of FMS-WM. The Executive Board has a minimum of two members
and is appointed by the Supervisory Board. It is responsible for representing FMS-WM externally and for managing its business.
In addition, a General Manager (Generalbevollmächtigter) was appointed by the Executive Board, who functions as Chief
Operating Officer. The Executive Board members, along with the General Manager, form the Management Board
(Geschäftsleitung), which is responsible for the operational management of FMS-WM.
FMS-WM is registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under
HRA 96076. Its registered office and business address is at Prinzregentenstrasse 56, 80538 Munich, Federal Republic of
Germany. Its telephone number is +49 89 9547627-0. As of the date of this prospectus, FMS-WM does not maintain, and does not
intend to open, any branches.

-5-
7 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Table of Contents
Relationship with the Federal Republic of Germany
Relationship with SoFFin
FMS-WM is fully owned by SoFFin, which is administered by the German Federal Agency for Financial Market
Stabilization (Bundesanstalt für Finanzmarktstabilisierung, "FMSA"). SoFFin is a special pool of assets (Sondervermögen) of
the Federal Republic, established by law and designated to fulfill specific tasks of the German Federal Government assigned to it
under the FMStFG.
SoFFin's purpose is to stabilize the German financial sector by extending liquidity guarantees, providing equity capital,
assuming risk positions, and setting up wind-up institutions. To this end, SoFFin has been authorized by the German legislature
under Section 6 of the FMStFG to extend liquidity guarantees in a total aggregate amount of up to EUR 400 billion. In addition,
Section 9 of the FMStFG authorizes the German Federal Ministry of Finance to incur debt in a total aggregate amount of up to
EUR 80 billion to cover the cost of measures taken by SoFFin in connection with the provision of equity capital, the assumption
of risk provisions and the compensation of losses of wind-up institutions. Specifically, the authorization permits the German
Federal Ministry of Finance to incur debt up to an amount of EUR 40 billion. Subject to the approval of the parliamentary control
panel for financial market stabilization which is comprised of nine members of the budget committee of the German Bundestag,
this amount can be increased by up to another EUR 30 billion and, subject to the approval of the budget committee of the German
Bundestag, by up to another EUR 10 billion. Any financing required by SoFFin is obtained in the manner used by the Federal
Republic to finance itself, i.e., through the issuance of debt instruments by the Federal Republic of Germany Finance Agency
(Bundesrepublik Deutschland Finanzagentur GmbH). When the Federal Republic incurs debt for SoFFin it leads to an
increase in the net borrowings and debt of the Federal Republic. Applications for stabilization measures extended by SoFFin
could initially be made only until the end of 2010. As a consequence of developments in the euro area in late 2011, the Federal
Republic re-opened SoFFin on March 1, 2012 for new applications through December 31, 2012.
Under FMS-WM's charter, SoFFin is obligated to cover all losses sustained by FMS-WM and to ensure that FMS-WM is
able to pay all its liabilities at any time when due and in full. Section 5 of the FMStFG provides that the Federal Republic is
directly liable for the obligations of SoFFin. Creditors, including holders of the notes, do not have direct recourse against SoFFin
or the Federal Republic. SoFFin's loss compensation and liquidity support obligations, however, enable FMS-WM to pursue its
operations and effectively mean that FMS-WM's obligations are backed by the full faith and credit of the Federal Republic. For
more detailed information on FMS-WM's backing by the Federal Republic, see "Responsibility of the Federal Republic for
FMS-WM."
For the year ended December 31, 2011, SoFFin recorded a loss of EUR 13.1 billion, which was mainly driven by expenses
of EUR 11.4 billion recorded in connection with the accrual of provisions for loss compensation obligations of SoFFin vis-à-vis
FMS-WM. As of September 28, 2012, the total outstanding stabilization measures provided by SoFFin amounted to EUR 24.0
billion, of which EUR 5.2 billion related to liquidity guarantees and EUR 18.8 billion related to equity capital.
Relationship with FMSA
FMS-WM operates under the supervision and control of the Federal Republic, which is exercised through the FMSA. The
FMSA was established to manage SoFFin and to implement and monitor the stabilization measures extended by it. The FMSA has
the power to create wind-up institutions under Section 8a of FMStFG. FMSA is supervised by the German Federal Ministry of
Finance (Bundesfinanzministerium), which ensures that FMSA acts in the public interest. In particular, the German Federal
Ministry of Finance supervises FMSA's activities, nominates the members of FMSA's management committee
(Leitungsausschuss) and delegates decision-making powers to the management committee.
The FMSA appoints the members of FMS-WM's Supervisory Board. The Supervisory Board members, in turn, appoint the
members of FMS-WM's Executive Board. Both the Supervisory Board and the FMSA may dismiss a member of the Executive
Board for good cause.
The FMSA is responsible for the regulatory and legal supervision of FMS-WM. In particular, the FMSA has to approve and
supervise FMS-WM's implementation of the winding-up plan as well as any deviations from, or amendments to, the winding-up
plan. The FMSA may give instructions to FMS-WM's Executive Board and Supervisory Board in order to ensure that FMS-WM
complies with applicable law and the requirements of its charter. Comprehensive reporting obligations by FMS-WM ensure that
the FMSA has a solid basis for exercising its control and instruction rights.

-6-
8 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Table of Contents
In keeping with its supervisory role, FMSA action is required for the dissolution of FMS-WM. While there is no set
maximum duration for FMS-WM's existence, FMS-WM's charter provides that FMS-WM shall exist only until the transferred
risk positions and non-strategic assets/businesses have been liquidated in full, at which point it is obligated to notify FMSA.
FMSA may initiate the final dissolution process for FMS-WM if it has no remaining liabilities or if SoFFin has assumed any
remaining liabilities. Any assets or profits remaining at the time of dissolution will be transferred to SoFFin.
Selected Financial Information
The following selected financial information has been derived from the financial statements prepared by FMS-WM for the
year ended December 31, 2011. FMS-WM's financial statements have been prepared in accordance with Section 8a (1) sentence
10 in conjunction with Section 3a (4) of the FMStFG and the supplementary provisions of its charter pursuant to the provisions of
the German Commercial Code (Handelsgesetzbuch, "HGB") for large corporations, the supplementary provisions of the HGB
for credit institutions and financial services institutions as well as the requirements of the German Accounting Directive for
Banks and Financial Services Providers (Verordnung über die Rechnungslegung der Kreditinstitute und
Finanzdienstleistungsinstitute, "RechKredV") (collectively, "German GAAP"). These accounting principles apply to other types
of German financial institutions that do not prepare their annual financial statements in accordance with accounting principles
generally accepted and financial reporting practices followed in the United States ("U.S. GAAP") or International Financial
Reporting Standards ("IFRS") and have not been specifically designed for FMS-WM. German GAAP differs in certain
significant respects from U.S. GAAP and IFRS, and, as a result, FMS-WM's financial statements included in this prospectus may
differ substantially from financial statements prepared in accordance with U.S. GAAP or IFRS.
FMS-WM's financial statements for the fiscal years ended December 31, 2011 and December 31, 2010 included in this
prospectus were audited by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft. The audit was
conducted in accordance with Section 317 of the HGB and the German generally accepted standards for the audit of financial
statements promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, "IDW").
The selected financial information should be read in conjunction with FMS-WM's audited financial statements and notes
thereto and with the section entitled "Financial Report Net Assets, Financial Position and Results of Operations" in this
prospectus.

Year ended December 31,

2010(1)
2011

(audited)

( in millions)

Income Statement Data:

Net interest income
146.0

552.6

Net commission income
(86.3)
58.9

General and administrative expenses
(128.9)
(347.0)
Risk provisions
(2,970.7)
(10,254.5)
Result from ordinary activities
(3,040.9)
(9,960.8)
Income from loss absorption
3,038.9

9,969.0

Net income/loss for the fiscal year
(2.0)

--
(1) As FMS-WM only commenced operations on July 8, 2010, the 2010 fiscal year only covers the period from July 8, 2010
through December 31, 2010.

-7-
9 of 200
11/16/2012 1:59 PM

$2,000,000,000 1.00% NOTES DUE 2017
http://www.sec.gov/Archives/edgar/data/1556421/000119312512473722...
Table of Contents

As of December 31,

2010

2011

(audited)

( in millions)

Balance Sheet Data:

Total assets
333,286.7 341,765.8
Liabilities to banks
165,610.6 112,580.2
Liabilities to customers
2,449.9

21,561.4

Securitized liabilities
139,651.2 181,557.9
Fiduciary liabilities
0.5

0.5

Other liabilities
1,330.4

1,726.8

Deferred income
23,873.2
22,242.9
Provisions
370.8

2,096.2

Equity

--
--

Year ended December 31,

2010(1)
2011

(unaudited)

( in billions)

Wind-up:

Nominal portfolio value (begin of period)

175.7

174.3

Nominal portfolio value (end of period)

174.3

160.7

Reduction (including currency effects)

1.4

13.6

(1) As FMS-WM only commenced operations on July 8, 2010, the 2010 fiscal year only covers the period from July 8, 2010
through December 31, 2010.

Year ended December 31,

2010(1)
2011

(audited)

( in millions)

Cash Flow Data:

Cash funds at beginning of period

--
3,010.0
Cash flows from operating activities

3,338.8

(3,336.5)
Cash flows from investment activities

(330.8)

(0.8)
Cash flows from financing activities

2.0

3,068.8
Cash funds at end of period

3,010.0

2,741.5
(1) As FMS-WM only commenced operations on July 8, 2010, the 2010 fiscal year only covers the period from July 8, 2010
through December 31, 2010.

-8-
10 of 200
11/16/2012 1:59 PM