Bond ENBW Energie BW AG 3.625% ( XS1044811591 ) in EUR

ENBW Energie BW AG

100 % ▼

Germany

XS1044811591 ( in EUR )

3.625% per year ( payment 1 time a year)

01/04/2076

Prospectus brochure of the bond ENBW ENERGIE BADEN-WRTTEMBERG AG XS1044811591 en EUR 3.625%, maturity 01/04/2076

1 000 EUR

1 000 000 000 EUR

02/04/2026 ( In 54 days )

ENBW Energie Baden-Württemberg AG is a German energy company operating in the generation, distribution, and trading of electricity and gas, primarily in Baden-Württemberg.

The Bond issued by ENBW Energie BW AG ( Germany ) , in EUR, with the ISIN code XS1044811591, pays a coupon of 3.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 01/04/2076

Prospectus dated 10 March 2014

EnBW Energie Baden-Württemberg AG
(Karlsruhe, Federal Republic of Germany)
EUR []
Subordinated Resettable Fixed Rate Notes due 2076

ISIN XS1044811591,
Common Code 104481159, WKN A11P78
Issue Price: [] per cent.
EnBW Energie Baden-Württemberg AG, Durlacher Allee 93, 76131 Karlsruhe (the "Issuer" or "EnBW AG") will issue on 18 March 2014
(the "Issue Date") EUR [] Subordinated Resettable Fixed Rate Notes due 2076 (the "Notes") in the denomination of EUR 1,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including 18 March 2014 to but excluding 2 April 2021 (the "First Call Date") at a rate of [] per cent.
per annum, payable annually in arrear on 2 April of each year, commencing on 2 April 2015 (long first coupon).
Thereafter, unless previously redeemed, the Notes will bear interest from and including the First Call Date to but excluding 2 April 2026 (the
"First Modified Reset Date") at a rate per annum equal to the 5-year Swap Rate for the relevant Reset Period (each as defined in § 3(2) of
the terms and conditions of the Notes (the "Terms and Conditions")) plus a margin of [] basis points per annum (not including a step-up)
(the "Margin"), payable in arrear on 2 April of each year, commencing on 2 April 2022. Thereafter, unless previously redeemed, the Notes
will bear interest from and including the First Modified Reset Date to but excluding 2 April 2041 (the "Second Modified Reset Date") at a
rate per annum equal to the 5-year Swap Rate for the relevant Reset Period plus a margin of [] basis points per annum (including a step-
up of 25 basis points) (the "Modified Margin"), payable on 2 April of each year, commencing on 2 April 2027. Thereafter, unless previously
redeemed, the Notes will bear interest from and including the Second Modified Reset Date to but excluding 2 April 2076 (the "Maturity
Date") at a rate per annum equal to the 5-year Swap Rate for the relevant Reset Period plus a margin of [] basis points per annum
(including a step-up of 100 basis points) (the "Second Modified Margin"), payable on 2 April of each year, commencing on 2 April 2042.
The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 4(1) of the Terms and Conditions)
(such payments the "Deferred Interest Payments"). The Issuer may pay such Deferred Interest Payments (in whole or in part) at
any time upon due notice (as set out in § 4(2) of the Terms and Conditions) and it shall pay such Deferred Interest Payments (in
whole, but not in part) under certain other circumstances (as set out in § 4(3) of the Terms and Conditions). Such Deferred
Interest Payments will not bear interest themselves.
Unless previously redeemed or repurchased, the Notes will be redeemed at par on 2 April 2076.
The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be exchangeable in whole or in part
for a Permanent Global Note without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S.
beneficial ownership.
The Issue Price, the aggregate principal amount of Notes to be issued, the issue proceeds and the yield of the issue will be included in the
Pricing Notice (as defined in the section "Offer, Sale and Subscription of the Notes" below) which will be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of the Notes.
This prospectus relating to the Notes (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC
of the European Parliament and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2010/73/EU) (the "Prospectus
Directive"). This Prospectus will be published in electronic form together with all documents incorporated by reference on the website of
the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as
competent authority under the Luxembourg law dated 10 July 2005 relating to prospectuses for securities, as amended (Loi du 10 juillet
2005 relative aux prospectus pour valeurs mobilières, the "Luxembourg Prospectus Law"). By approving this Prospectus, the CSSF
gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer in line with the
provisions of article 7 (7) of the Luxembourg Prospectus Law. The Issuer has requested CSSF to provide the competent authorities in
Austria, Germany and the Netherlands, and may request CSSF to provide competent authorities in additional host Member States within
the European Economic Area, with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Luxembourg Prospectus Law.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. Application has also
been made to the Frankfurt Stock Exchange for the Notes to be listed on the Frankfurt Stock Exchange and to be traded on the regulated
market of the Frankfurt Stock Exchange. The Luxembourg Stock Exchange's regulated market and the regulated market of the Frankfurt
Stock Exchange are regulated markets for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April
2004 on markets in financial instruments.

Joint Structuring Advisers / Joint Bookrunners / Joint Lead Managers
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SOCIETE GENERALE
Corporate & Investment
Banking

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Germany accepts responsibility for the information contained
in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is
the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance
with the facts and does not omit anything likely to affect the importance of such information.
The Issuer further confirms that (i) this Prospectus contains al information with respect to the Issuer
and its subsidiaries taken as a whole (the "Group" or "EnBW Group" or "EnBW") and to the Notes
which is material in the context of the issue and offering of the Notes, including al information
which, according to the particular nature of the Issuer and of the Notes 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 Issuer and the Group and of the
rights attached to the Notes; (i ) the statements contained in this Prospectus relating to the Issuer,
the Group and the Notes are in every material particular true and accurate and not misleading;
(i i) there are no other facts in relation to the Issuer, the Group or the Notes 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 Issuer to
ascertain such facts and to verify the accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representation other than those
contained in this Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorised by or on behalf of the Issuer or the Managers (as defined in
the section "Offer, Sale and Subscription of the Notes").
This Prospectus should be read in conjunction with any supplement hereto and the Pricing Notice,
once available, and with any other documents incorporated herein by reference.
This Prospectus contains certain forward-looking statements, including statements using the words
"believes", "anticipates", "intends", "expects" or other similar terms. This applies in particular to
statements under the caption "GENERAL INFORMATION ON THE ISSUER AND THE GROUP"
and statements elsewhere in this Prospectus relating to, among other things, the future financial
performance, plans and expectations regarding developments in the business of the Group. These
forward-looking statements are subject to a number of risks, uncertainties, assumptions and other
factors that may cause the actual results, including the financial position and profitability of the
Group, to be materially different from or worse than those expressed or implied by these forward-
looking statements. The Issuer does not assume any obligation to update such forward-looking
statements and to adapt them to future events or developments.
Each investor contemplating purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or
the Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the Notes should be considered as a recommendation by the Issuer or the
Managers to a recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and
the distribution of the Prospectus may not be taken as an implication that the information contained
herein is accurate and complete subsequent to the date hereof or that there has been no adverse
change in the financial condition of the Issuer since the date hereof.

2

To the extent permitted by the laws of any relevant jurisdiction, neither any Manager nor any of its
respective affiliates accepts responsibility for the accuracy and completeness of the information
contained in this Prospectus or any other document incorporated by reference.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are
required to inform themselves about and to observe any such restrictions. For a description of the
restrictions applicable in the European Economic Area, the United States of America and the United
Kingdom, see "Offer, Sale and Subscription of the Notes Selling Restrictions". In particular, the
Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, and are subject to United States tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States of America or to U.S. persons.
The legal y binding language of this Prospectus is English. Any part of the Prospectus in German
language constitutes a translation, except for the Terms and Conditions of the Notes in respect of
which German is the legal y binding language.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH
(THE "STABILISING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY
STABILISING MANAGER) MAY OVER-ALLOT 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
THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE 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 OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

3

TABLE OF CONTENTS
SUMMARY .......................................................................................................................................... 5
GERMAN TRANSLATION OF THE SUMMARY ............................................................................... 26
RISK FACTORS ................................................................................................................................ 49
TERMS AND CONDITIONS OF THE NOTES .................................................................................. 65
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ................................................... 93
TAXATION ........................................................................................................................................115
OFFER, SALE AND SUBSCRIPTION OF THE NOTES ................................................................. 124
GENERAL INFORMATION ............................................................................................................. 129
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 131

4

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 contains all the Elements required to be included in a summary for this type of
securities 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
securities 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".
Section A Introduction and warnings
Description of
Element
Element
Disclosure requirement
A.1
Warnings
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 in its Member State, have to bear
the costs of translating the Prospectus before the legal
proceedings are initiated.
Civil liability attaches only to those persons 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 securities.
A.2
Consent to the The Issuer consents to the use of the Prospectus by all financial
use
of
the intermediaries (general consent) and accepts responsibility for
prospectus
the content of the Prospectus also with respect to subsequent
resale or final placement of the Notes by any financial
intermediary which was given consent to use the Prospectus.

Indication of the The subsequent resale or final placement of Notes by financial
offer period
intermediaries can be made from the later of the time of
effectiveness of the notifications (passporting) of the Prospectus
into the eligible jurisdictions and 11 March 2014 until 18 March
2014 (being the date of issuance of the Notes).

Member States Financial intermediaries may use the Prospectus for subsequent
in which the resale or final placement of the Notes in Austria, Germany,
prospectus may

5

Description of
Element
Element
Disclosure requirement
be used
Luxembourg and The Netherlands.

Conditions
Any financial intermediary using the Prospectus has to
attached to the state on its website that it uses the Prospectus in
consent
accordance with the consent and the conditions attached
thereto.

Notice in bold
In the event of an offer being made by a financial
intermediary, this financial intermediary will provide
information to investors on the terms and conditions of the
offer at the time the offer is made.

Section B Issuer
Description of
Element
Element
Disclosure requirement
B.1
Legal and
EnBW Energie Baden-Württemberg AG ("EnBW AG") is the
commercial
legal name. EnBW is the commercial name.
name of the
Issuer
B.2
Domicile /legal
EnBW AG is a German stock corporation (Aktiengesellschaft)
form /legislation
incorporated under the laws of and domiciled in the Federal
/country of
Republic of Germany.
incorporation of
the Issuer
B.4b
Trends affecting
The following external factors exert a significant influence on the
the Issuer and
course of EnBW's business:
the industries in
macroeconomic phases of growth or contraction;
which it
operates
prevailing weather conditions;
political decisions at national and pan-European level, in
particular market- and competition-related regulations;
-
extensive legislative intervention in the field of energy,
for example the stepping up of climate protection or the
conservation natural resources;
prices on the fuel and CO2 markets as well as on
electricity wholesale markets;
the prices of primary energy sources and CO2
allowances which must be procured in the context of
European CO2 emissions trading;
the steady growth in the supply of renewable energies

6

Description of
Element
Element
Disclosure requirement
B.5
Group/ Issuer's
The EnBW Group is one of the major German energy groups
position within
with international operations and one of the four entities in
the Group
Germany operating the electricity transmission grid. The EnBW
Group consists of 117 fully consolidated companies and 19
companies accounted for using the equity method.
EnBW AG is the parent company of the EnBW Group.
The EnBW Group is currently undertaking an organisational
realignment called "One EnBW", which commenced in 2013 and
is scheduled for completion in 2014. The intention is to achieve
an integrated group without the central holding company, by
combining its major core companies.
B.9
Profit forecast or Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Qualifications in
Not applicable. The audit opinions with respect to the financial
the audit report
statements of EnBW AG for the financial years ended
31 December 2013 and 2012 do not include any qualifications.
B.12
Selected
Selected historical financial information on the Issuer
historical key
The financial information presented below is taken from the
financial
consolidated financial statements which are included in the
information
annual financial statements of the EnBW Group 2013, unless
otherwise indicated. The consolidated financial statements for
2013
have
been
audited
by
KPMG
AG
Wirtschaftsprüfungsgesellschaft, Mannheim, and the financial
information for 2012 is presented as comparative information.
Certain figures pertaining to 2012 differ from the audited
consolidated financial statements for 2012 presented in the
EnBW Group annual financial report 2012 due to the fact that
such figures have been restated in the comparative period
balances to the consolidated financial statements for 2013 that
are included in the annual financial statements of the EnBW
Group 2013.

Balance sheet of the EnBW Group
million
31 December 2013 31 December 2012

Assets

Non-current assets
25,498.7
25,136.61
Current assets
10,551.5
10,948.0
Assets held for sale
90.3
681.1
Assets, total
36,140.5
36,765.71

million

Equity and liabilities

7

Equity
6,082.7
6,375.91
Non-current liabilities
21,082.6
21,116.81
Current liabilities
8,942.6
9,272.4
Liabilities directly associated with
32.6
0.6
the assets classified as held for sale
Equity and liabilities, total
36,140.5
36,765.71
1 Restated, unaudited.
Income statement of the EnBW Group
million
2013
20121

Revenue
20,540.3
19,324.4
EBITDA
1,991.4
2,307.2
Earnings before interest and taxes (EBIT)
1,020.4
1,289.3
Earnings before tax (EBT)
169.9
722.7
Group net profit2
51.0
484.2
Shares outstanding (mil ions), weighted average
270.855
257.265
Earnings per share from group net profit ()3
0.19
1.88
1 Restated, unaudited.
2 In relation to the profit shares attributable to the equity holders of EnBW AG.
3 Basic and diluted; in relation to the profit shares attributable to the equity holders of EnBW AG.

Statement of comprehensive income of the EnBW Group
million
2013
20121

Group net profit
122.3
545.6
Total of other comprehensive income and expenses
without future reclassifications impacting earnings
23.1
-748.3
Total comprehensive income and expenses with future
reclassifications impacting earnings
-134.0
-11.1
Total comprehensive income2
-42.9
-278.6
1 Restated, unaudited.
2 In relation to the profit shares attributable to the equity holders of EnBW AG.

Cash flow statement of the EnBW Group
million
2013
2012

Funds from operations (FFO)
1,658.5
1,781.7

Cash flow from operating activities
1,908.5
856.3
Cash flow from investing activities
-559.7
-274.3
Cash flow from financing activities
-1,509.7
-730.8
Net change in cash and cash equivalents
-160.9
-148.8

Change in cash and cash equivalents
-162.1
-149.0
Cash and cash equivalents at the end of the period
2,421.2
2,583.3

Total interest paid in the period
-357.9
-387.2

Consolidated key figures of the EnBW Group
million
2013
2012

Revenue

8

Sales
9,569.4
9,278.2
Grids
5,707.6
5,339.5
Renewable Energies
369.4
352.5
Generation and Trading
4,885.7
4,346.1
Other/consolidation
8.2
8.1
External revenue, total

20,540.3
19,324.41
Capital expenditures
1,100.5
877.4
1 Restated, unaudited.

Energy sales of the EnBW Group
billions of kWh
2013
2012

Electricity
128.0
135.61
Gas
100.0
73.1
1 Restated, unaudited.

Employees of the EnBW Group1
Number
31 December 2013 31 December 2012

Employees
19,839
19,998
1 Number of employees excluding apprentices/trainees and excluding inactive employees.

No
material There has been no material adverse change in the prospects of
adverse change/ the Issuer since 31 December 2013.
significant
There have been no significant changes in the financial or trading
changes
in position of the Issuer and its subsidiaries taken as a whole since
financial
or 31 December 2013, except for an increase of gross debt by
trading position
approximately EUR 730 mil ion, mainly due to a project finance
loan by European Investment Bank for the projects Baltic II and a
project finance loan for EnBW's subsidiary Stadtwerke
Duesseldorf which is, however, largely covered by cash on
balance and therefore will not result in an increase of net debt.
B.13
Recent events, Not applicable. There are no recent events since the date of the
which are to a last published audited financial report (31 December 2013)
material extent particular to EnBW AG which are to a material extent relevant to
relevant to the the solvency of EnBW AG.
evaluation of the
Issuer's
solvency
B.14
Description
of Please read Element B.5 together with the information below:
the
Group/

9

Issuer's position Not applicable. EnBW AG is not dependent upon other entities
within
the within the EnBW Group.
Group/
Dependency of
the Issuer upon
other
entities
within the group
B.15
Issuer's principal The EnBW Group is one of the major German energy groups with
activities
international operations, and one of four companies in Germany
operating the electricity transmission grid. In total, EnBW supplies
and advises approximately 5.5 mil ion customers group-wide.
As an integrated energy supplier, the EnBW Group operates
along the entire value chain, offering an extensive portfolio of
services, subdivided into four segments: sales, grids, renewable
energies and generation and trading.
The sales segment encompasses the distribution of
electricity and gas, and the provision of energy-related
services, such as invoicing services and energy supply
and energy savings contracting.
The grids segment comprises stages along the value
chain entailing the transportation and distribution of
electricity and gas, the providing of grid-related services,
for instance the operation of grids for third parties, and
water supply services.
Activities in the field of renewable energies generation
are combined under the renewable energies segment.
The generation and trading segment includes power
generated from other sources and trading in electricity,
the gas midstream business (long-distance gas
distribution) as well as waste disposal activities.
Furthermore, the other/consolidation segment combines EnBW
AG's other activities which are not al ocated to the individual
segments reported separately.
B.16
Control ing
Not applicable. EnBW AG is to its knowledge not controlled.
interest over the
Issuer

10