Bond EnBW Energie BW 5.125% ( XS1498442521 ) in USD

EnBW Energie BW

100 % ▲

Germany

XS1498442521 ( in USD )

5.125% per year ( payment 2 times a year)

04/04/2077

Prospectus brochure of the bond EnBW Energie Baden-Wuerttemberg XS1498442521 en USD 5.125%, maturity 04/04/2077

2 000 USD

300 000 000 USD

05/04/2026 ( In 16 days )

EnBW Energie Baden-Württemberg is a German energy company providing electricity, gas, and energy-related services throughout Germany, with a focus on renewable energy sources and digitalization.

EnBW Energie Baden-Wuerttemberg issued a USD 300,000,000 bond (XS1498442521) with a 5.125% coupon rate, maturing on April 4, 2077, trading at 100% of par value, paying semi-annually, and having a minimum denomination of 2,000 USD.

Prospectus dated 29 September 2016
EnBW Energie Baden-Württemberg AG
(Karlsruhe, Federal Republic of Germany)
USD 300,000,000 Subordinated Resettable Fixed Rate Notes due 2077
ISIN XS1498442521, Common Code 149844252, WKN A2BN7K
Issue Price: 100 per cent.
EnBW Energie Baden-Württemberg AG, Durlacher Allee 93, 76131 Karlsruhe (the "Issuer" or "EnBW AG") will issue on 5 October 2016 (the
"Interest Commencement Date") USD 300,000,000 Subordinated Resettable Fixed Rate Notes due 2077 (the "Notes") in the denomination of
USD 2,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including 5 October 2016, the Interest Commencement Date, to but excluding 5 April 2022 (the "First Call
Date") at a rate of 5.125 per cent. per annum, payable annually in arrear on 5 April of each year, commencing on 5 April 2017 (short first coupon).
Thereafter, unless previously redeemed, the Notes will bear interest from and including the First Call Date to but excluding 5 April 2027 (the "First
Modified Reset Date") at a rate per annum equal to the 5-year U.S. dollar 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 386.9 basis points per annum (not including a step-up) (the
"Margin"), payable in arrear on 5 April of each year, commencing on 5 April 2023. Thereafter, unless previously redeemed, the Notes will bear
interest from and including the First Modified Reset Date to but excluding 5 April 2042 (the "Second Modified Reset Date") at a rate per annum
equal to the 5-year U.S. dollar swap rate for the relevant Reset Period plus a margin of 411.9 basis points per annum (including a step-up of 25 basis
points) (the "Modified Margin"), payable on 5 April of each year, commencing on 5 April 2028. Thereafter, unless previously redeemed, the Notes
will bear interest from and including the Second Modified Reset Date to but excluding 5 April 2077 (the "Maturity Date") at a rate per annum equal
to the 5-year U.S. dollar swap rate for the relevant Reset Period plus a margin of 486.9 basis points per annum (including a step-up of 100 basis
points) (the "Second Modified Margin"), payable on 5 April of each year, commencing on 5 April 2043.
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 and cancelled, the Notes will be redeemed at par on the Maturity Date.
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 Interest Commencement Date, upon certification as to non-U.S.
beneficial ownership.
This prospectus (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 Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour
valeurs mobilières), as amended (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 the CSSF to provide the competent authorities in Austria, Germany and The Netherlands, and
may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area, with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to certain
exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
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. The Luxembourg Stock Exchange's regulated
market is a regulated market 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 Agents to the Issuer and Joint Lead Managers
BNP PARIBAS
HSBC
J.P. Morgan

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Karlsruhe, 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 import of such information.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its
subsidiaries taken as a whole (the "EnBW Group", "EnBW" or the "Group") and to the Notes which is material
in the context of the issue and offering of the Notes, including all 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; (ii) 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; (iii) 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 this 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 Joint Lead Managers (as defined in the section "Offer, Sale and
Subscription of the Notes").
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein or therein 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 Joint Lead 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 Joint Lead 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
this 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.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Lead Manager nor any of its
respective affiliates nor any other person mentioned in this Prospectus, except for the Issuer, accepts responsibility
for the accuracy and completeness of the information contained in this Prospectus or any document incorporated by
reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these
persons accept any responsibility for the accuracy and completeness of the information contained in any of these
2

documents. The Joint Lead Managers have not independently verified any such information and accept no
responsibility for the accuracy thereof.
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".
The language of this Prospectus is English. In respect of the Terms and Conditions German is the controlling and
legally binding language.
In this Prospectus all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third
stage of the European Economic and Monetary Union, and as defined in Article 2 of Council Regulation (EC)
No 974/98 of 3 May 1998 on the introduction of the Euro, as amended, and references to "US$", "USD" and "U.S.
dollars" are to the currency of the United States of America.
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC (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
INTEREST COMMENCEMENT 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

WARNING
The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are
advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the
document, you should obtain independent professional advice.
4

TABLE OF CONTENTS
SUMMARY ....................................................................................................................................................... 6
GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG) ............................................ 25
RISK FACTORS .............................................................................................................................................. 46
USE OF PROCEEDS....................................................................................................................................... 59
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 60
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ............................................................ 88
TAXATION.....................................................................................................................................................107
OFFER, SALE AND SUBSCRIPTION OF THE NOTES .............................................................................116
GENERAL INFORMATION..........................................................................................................................120
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................122
5

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 use of The Issuer consents to the use of the Prospectus by all financial
the prospectus
intermediaries (general consent) and accepts responsibility for 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 offer The subsequent resale or final placement of Notes by financial
period
intermediaries can be made during the offer period which is expected
to commence on 29 September 2016 and will be open until 5 October
2016 being the date of issuance of the Notes.
Member States in
Financial intermediaries may use the Prospectus for subsequent resale
which prospectus may or final placement of the Notes in Luxembourg, Austria, Germany and
be used
The Netherlands.
Conditions attached
Any financial intermediary using the Prospectus has to state on its
to the consent
website that it uses the Prospectus in accordance with the consent
and the conditions attached thereto.
6

Description of
Element
Element
Disclosure requirement
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 commercial EnBW Energie Baden-Württemberg AG ("EnBW AG") is the legal name.
name of the Issuer
EnBW is the commercial name.
B.2
Domicile /legal form /
EnBW AG is a German stock corporation (Aktiengesellschaft)
legislation / country of incorporated under the laws of and domiciled in Germany.
incorporation of the
Issuer
B.4b
Trends affecting the
The following external factors exert a significant influence on the course
Issuer and the
of EnBW's business:
industries in which it

operates
macroeconomic phases of growth or contraction;

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
of natural resources;

prices on the 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;

changes in interest rates affecting financial flexibility.
B.5
Group / Issuer's
The EnBW Group is one of the major German energy groups with
position within the
international operations and one of the four entities in Germany operating
Group
the electricity transmission grid. The EnBW Group consists of 117 fully
consolidated companies and 17 companies accounted for using the equity
method as well as three joint operations.
EnBW AG is the parent company of the EnBW Group.
As a result of the implementation of the new "ONE EnBW" management
model, introduced in 2014, the complexity of EnBW Group was reduced
considerably through the merger of important Group companies and
EnBW now largely corresponds to the model of an integrated company,
managed through business and functional units. Core operating activities
7

Description of
Element
Element
Disclosure requirement
will be concentrated in the business units. The functional units will assume
Group-wide support and governance tasks.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Qualifications in the
Not applicable. The audit opinions with respect to the financial statements
audit report
of EnBW AG for the financial years ended 31 December 2015 and 2014
do not include any qualifications.
B.12
Key financial
SELECTED FINANCIAL INFORMATION ON ENBW GROUP
information
The financial information presented below is taken from the consolidated
financial statements 2015 and the interim statements for the six month
period ended 30 June 2016, unless otherwise indicated. The consolidated
financial statements for 2015 have been audited by KPMG AG
Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, and the financial
information for 2014 and the first six months of 2015 is presented as
comparative information. Certain figures pertaining to 2014 differ from
the audited consolidated financial statements for 2014 due to the fact that
such figures have been restated due to correction of an error disclosed in
the notes of the IFRS Consolidated Financial Statements 2015 in the
exposition of comparative period balances. The unaudited consolidated
interim financial statements of the Company have been reviewed in
accordance with German generally accepted standards (IDW PS 900) for
the review of financial statements promulgated by the Institut der
Wirtschaftsprüfer (IDW).
Balance sheet of the EnBW Group
As at 30 June
As at 31 December
million
2016
2015
2015
2014
unaudited
audited
Assets
Non-current assets
26,444.3
27,605.7
25,587.8
27,382.6
Current assets
11,112.0
11,820.7
11,554.5
10,825.0
Assets held for
sale
17.1
33.6
1,015.9
104.5
Assets total
37,573.4
39,460.0
38,158.2
38,312.1
8

Equity and
liabilities
Equity
3,806.9
5,334.9
5,089.5
4,545.6
Non-current
liabilities
23,865.8
24,365.1
23,791.7
24,146.7
Current
liabilities
9,899.2
9,760.0
9,276.2
9,571.3
Liabilities
directly
associated
with assets
classified as
held for sale
1.5
0.0
0.8
48.5
Equity and
liabilities, total
37,573.4
39,460.0
38,158.2
38,312.1
Income statement of the EnBW Group
1 January to 30 June
1 January to 31 December
million
2016
2015
2015
2014
unaudited
audited
Revenue
9,811.4
10,913.8
21,166.5
21,002.5
Group net
profit/loss2
-194.2
1,056.5
124.9
-465.91
Shares
outstanding
(millions),
weighted
average
270.855
270.855
270.855
270.855
Earnings
per share
from
Group net
profit/loss
()3
-0.72
3.90
0.46
-1.721
1
Restated.
2
In relation to the profit/loss shares attributable to the shareholders of EnBW AG.
3
Diluted and basic; in relation to the profit/loss shares attributable to the shareholders of
EnBW AG.
No material adverse
There has been no material adverse change in the prospects of the Issuer and
change / significant
the Group since 31 December 2015.
changes in financial
Not applicable. There have been no significant changes in the financial or
or trading position
trading position of the Issuer and its subsidiaries taken as a whole since
30 June 2016.
B.13
Recent events, which Not applicable. There are no recent events since the date of the last
are to a material
published audited financial report (31 December 2015) particular to EnBW
extent relevant to the AG which are to a material extent relevant to the solvency of EnBW AG.
evaluation of the
Issuer's solvency
9

B.14
Description of the
Please read Element B.5 together with the information below.
Group / Issuer's
position within the
Not applicable. EnBW AG is not dependent upon other entities within the
Group / Dependency
EnBW Group.
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 million customers group-wide.
As an integrated energy supplier, the EnBW Group operates along the entire
electricity and gas 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 billing
services and energy supply and energy savings contracting.
-
The Grids segment encompasses the transmission and distribution of
electricity and gas, the provision of grid related services (e.g.
operation of grids for third parties) and the supply of water.
-
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, provision of system services,
the gas midstream operations, district heating, environmental
services and the area dealing with the dismantling of power plants.
Furthermore, other/consolidation combines EnBW AG's other activities
which are not allocated to the individual segments reported separately.
B.16
Controlling interest
OEW
Energie-Beteiligungs
GmbH
and
NECKARPRI
over the Issuer
Beteiligungsgesellschaft mbH1 each holding 46,75% of outstanding shares.
The State of Baden-Württemberg, NECKARPRI GmbH and NECKARPRI
Beteiligungsgesellschaft mbH, as well as Zweckverband OEW and OEW
Energie-Beteiligungs GmbH, annulled their shareholder agreement with
which they had previously regulated their cooperation as shareholders of
EnBW AG with mutual consent on 22 December 2015. The aim of this
measure was to avoid being affected by the planned "act on continued
liability for nuclear exit costs" ("Nachhaftungsgesetz") for controlling
shareholders of nuclear power plant operators.

1
100 per cent. subsidiary of NECKARPRI GmbH which is a 100 per cent. subsidiary of the Federal State of Baden-Württemberg.
10

Document Outline

#1">Project April USD Hybrid Prospectus.docx