Obbligazione Mahle Group 2.375% ( XS1233299459 ) in EUR

Mahle Group

100 EUR ▲

Germania

XS1233299459 ( in EUR )

2.375% per anno ( pagato 1 volta l'anno)

20/05/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione MAHLE GmbH XS1233299459 in EUR 2.375%, scaduta

1 000 EUR

500 000 000 EUR

MAHLE GmbH è un fornitore globale leader di sistemi di motori, componenti automotive e soluzioni di climatizzazione.

The Obbligazione issued by Mahle Group ( Germany ) , in EUR, with the ISIN code XS1233299459, pays a coupon of 2.375% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 20/05/2022

Euro Medium Term Note Programme Prospectus dated 30 April 2018
This document constitutes the base prospectus for the purposes of Article 5 (4) of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003, as amended by Directive 2010/73/EU of the European Parliament and of
the Council of 24 November 2010 (the "Prospectus Directive") of MAHLE GmbH in respect of non-equity securities within the
meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Euro
Medium Term Note Programme Prospectus" or the "Prospectus").

MAHLE GmbH

(Stuttgart, Federal Republic of Germany)

as Issuer
EUR 2,000,000,000

Euro Medium Term Note Programme

(the "Programme")
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières), which implements the Prospectus Directive into Luxembourg law, for its
approval of this Prospectus for any offers to the public of Notes under this Programme, inter alia, in the Grand Duchy of
Luxembourg. In relation to the Prospectus, the CSSF does not act as competent authority for the approval thereof to the extent
Notes to be issued under the Programme are to be admitted to trading on the Euro MTF operated by the Luxembourg Stock
Exchange. By approving a prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the
operation or the quality or solvency of the issuer.
Application has been made to the Luxembourg Stock Exchange to list Notes issued under the Programme on the official list of
the Luxembourg Stock Exchange and to admit Notes to trading on the Euro MTF operated by the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's Euro MTF is a multilateral trading facility for the purposes of the Markets in
Financial Instruments Directive 2014/65/EU (as amended, "MiFID II") and, therefore, not a EU-regulated market. Notes issued
under the Programme may also not be listed at all.
The Issuer has requested the CSSF in its capacity as competent authority to provide the competent authorities in the Republic
of Austria and the Federal Republic of Germany, the United Kingdom of Great Britain and Northern Ireland and The
Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Loi relative
aux prospectus pour valeurs mobilières ("Notification").
The Notes will be offered to the public in the Grand Duchy of Luxembourg and/or the Republic of Austria and/or the Federal
Republic of Germany and/or the United Kingdom of Great Britain and Northern Ireland and/or The Netherlands. In order to be
able to conduct an offer to the public of Notes in other jurisdictions, the Issuer may request the CSSF to provide competent
authorities in additional Member States within the European Economic Area with a Notification based on a supplement to this
Prospectus.
Arranger

HSBC

Dealers

BNP PARIBAS
Citigroup
Commerzbank
CM-CIC Market Solutions
Deutsche Bank
HSBC
Landesbank Baden-Württemberg
Mizuho Securities
SMBC Nikko

UniCredit Bank

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

1

CONSENT TO THE USE OF THE PROSPECTUS
With respect to Article 3 (2) of the Prospectus Directive, MAHLE GmbH ("MAHLE" or the "Issuer",
together with its consolidated subsidiaries, "MAHLE Group") may consent, to the extent and under
the conditions, if any, and for such offer period during which the subsequent resale or final placement
of the Notes by Dealers and/or further financial intermediaries can be made, as indicated in the
relevant Final Terms, to the use of the Prospectus for a certain period of time or as long as the
Prospectus is valid in accordance with Article 11 (2) of the Luxembourg act relating to prospectuses
for securities (Loi relative aux prospectus pour valeurs mobilières) which implements the Prospectus
Directive and accepts responsibility for the content of the Prospectus also with respect to subsequent
resale or final placement of Notes by any financial intermediary which was given consent to use the
prospectus, if any. For further information, please refer below to the section of this Prospectus entitled
"General Information" and the relevant Final Terms.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any other documents incorporated herein by reference. Full information on the Issuer and any tranche
of Notes is only available on the basis of the combination of the Prospectus and the relevant Final
Terms (as defined herein).
Before investing in the Notes, prospective investors should consider all information provided in this
Prospectus and consult with their own professional advisers (including their financial, accounting,
legal and tax advisers) if they consider it necessary.
The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all
information which is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching
to the Notes which is material in the context of the Programme; that the information contained herein
with respect to the Issuer and the Notes is accurate and complete in all material respects and is not
misleading; that any opinions and intentions expressed herein are honestly held and based on
reasonable assumptions; that there are no other facts with respect to the Issuer or the Notes, the
omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuer has made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Dealers (i) to supplement this Prospectus or to publish a new
Prospectus in the event of any significant new factor, material mistake or inaccuracy relating to the
information included in this Prospectus in respect of Notes issued on the basis of this Prospectus
which is capable of affecting the assessment of the Notes and which arises or is noted between the
time when this Prospectus has been approved and the final closing of any tranche of Notes offered to
the public or, as the case may be, when trading (if any) of any tranche of Notes on a regulated market
begins, and (ii) where approval of the CSSF of any such document is required, to have such
document approved by the CSSF.
No person has been authorised to give any information which is not contained in or not consistent
with this Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or any other information in the public domain and, if given or made,
such information must not be relied upon as having been authorised by the Issuer, the Dealers or any
of them.
Neither the Arranger (as defined herein) nor any Dealer nor any other person mentioned in this
Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus or
any supplement hereto, or any Final Terms or any document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accepts any responsibility for the accuracy and completeness of the information contained in any of
these documents. This Prospectus is valid for 12 months after its approval and this Prospectus and
any supplement hereto as well as any Final Terms reflect the status as of their respective dates of
issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any
Notes may not be taken as an implication that the information contained in such documents is
accurate and complete subsequent to their respective dates of issue or that there has been no
adverse change in the financial situation of the Issuer since such date or that any other information

2

supplied in connection with the Programme is accurate at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any
Final Terms come are required to inform themselves about and observe any such restrictions. For a
description of the restrictions applicable in the United States of America, the European Economic
Area (the "EEA") in general, the United Kingdom of Great Britain and Northern Ireland and The
Netherlands see section "Selling Restrictions". In particular, the Notes have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and
the Notes are subject to tax law requirements of the United States of America. Subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States of America or to
U.S. persons.
The language of this Prospectus is English. The German versions of the English language sets of the
Terms and Conditions are shown in the Prospectus for additional information. As to form and content,
and all rights and obligations of the Holders and the Issuer under the Notes to be issued, German is
the controlling legally binding language if so specified in the relevant Final Terms.
MIFID II product governance / target market The Final Terms in respect of any Notes may include
a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
PRIIPs EEA Retail Investors If the Final Terms in respect of any Notes include a legend entitled
"Prohibition of Sale to EEA Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and, with effect from such date, should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4 (1) of MiFID II; (ii) a
customer within the meaning of Directive 2002/92/EC (the "Insurance Mediation Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4 (1) of
MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Benchmark Regulation Statement in relation to administrator's registration Interest amounts
payable under floating rate Notes issued under the Programme are calculated by reference to (i) the
Euro Interbank Offered Rate ("EURIBOR") which is provided by the European Money Markets
Institute ("EMMI") or (ii) the London Interbank Offered Rate ("LIBOR") which is provided by the ICE
Benchmark Association ("IBA"). As at the date of this Prospectus, each of EMMI and IBA does not
appear on the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark
Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that EMMI
and IBA are not currently required to obtain authorisation or registration (or, if located outside the
European Union, recognition, endorsement or equivalence).
This Prospectus may only be used for the purpose for which it has been published.

3

This Prospectus and any Final Terms may not be used for the purpose 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 an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe
for or purchase any Notes.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as
stabilisation manager(s) (each a "Stabilisation Manager" and together, the "Stabilisation
Managers") (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Final Terms 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,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier
of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of
the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment shall
be conducted in accordance with all applicable laws and rules by the relevant Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)).
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts
of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding MAHLE Group's
business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuer makes to the best of their present knowledge. These forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual results, including MAHLE
Group's financial condition and results of operations, to differ materially from and be worse than
results that have expressly or implicitly been assumed or described in these forward-looking
statements. MAHLE Group's business is also subject to a number of risks and uncertainties that could
cause a forward-looking statement, estimate or prediction in this Prospectus to become inaccurate.
Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk
Factors", "Description of MAHLE GmbH". These sections include more detailed descriptions of factors
that might have an impact on MAHLE Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by
law, to update any forward-looking statement or to conform these forward-looking statements to actual
events or developments.
Without prejudice to the issuance of Notes in other currencies, in this Prospectus, all references to "",
"EUR" or "Euro" are to the single currency which was introduced on 1 January 1999 with the start of
the third stage of European Economic and Monetary Union, references to "USD" are to the currency
of the United States of America, references to "GBP" are to the currency of the United Kingdom of
Great Britain and Northern Ireland and references to "Yen" are to the currency of Japan.

4
TABLE OF CONTENTS

Page
Summary ................................................................................................................................................. 5
Section A Introduction and Warnings ............................................................................................... 5
Section B MAHLE GmbH as Issuer .................................................................................................. 6
Section C The Notes ........................................................................................................................ 9
Section D Risks specific to MAHLE GmbH .................................................................................... 14
Section D Risks specific to the Notes ............................................................................................. 18
Section E Offer of the Notes ........................................................................................................... 22
German Translation of the Summary .................................................................................................... 23
Abschnitt A Einleitung und Warnhinweise ...................................................................................... 23
Abschnitt B MAHLE GmbH als Emittentin ...................................................................................... 24
Abschnitt C Die Schuldverschreibungen ........................................................................................ 27
Abschnitt D Risiken, die MAHLE GmbH eigen sind ....................................................................... 34
Abschnitt D Risiken, die den Schuldverschreibungen eigen sind .................................................. 39
Abschnitt E Angebot von Schuldverschreibungen ......................................................................... 43
Risk Factors .......................................................................................................................................... 44
Risk Factors regarding MAHLE GmbH and MAHLE Group ........................................................... 44
Risk Factors regarding the Notes .................................................................................................. 55
Responsibility Statement ....................................................................................................................... 62
General Description of the Programme ................................................................................................ 63
General .......................................................................................................................................... 63
Issue Procedures ............................................................................................................................ 64
Description of MAHLE GmbH .............................................................................................................. 67
Business Overview Principal Activities and Principal Markets ........................................................... 87
Terms and Conditions of the Notes (English Language Version) ......................................................... 88
OPTION I Terms and Conditions that apply to Notes with fixed interest rates ........................... 89
OPTION II Terms and Conditions that apply to Notes with floating interest rates .................... 104
OPTION III Terms and Conditions that apply to Zero Coupon Notes ....................................... 121
Terms and Conditions of the Notes (German Language Version) ..................................................... 135
OPTION I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung .................. 136
OPTION II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............ 154
OPTION III Anleihebedingungen für Zero-Coupon-Schuldverschreibungen ............................ 173
Form of Final Terms ............................................................................................................................ 191
Description of Rules Regarding Resolutions of Holders ..................................................................... 210
Use of Proceeds .................................................................................................................................. 212
Taxation............................................................................................................................................... 213
Selling Restrictions .............................................................................................................................. 228
General Information ............................................................................................................................ 233
Interest of Natural and Legal Persons involved in the Issue/Offer ............................................... 233
Authorisation ................................................................................................................................. 233
Offer to the Public ......................................................................................................................... 233
Consent to the Use of the Prospectus .......................................................................................... 233
Listing and Admission to Trading ................................................................................................. 233
Clearing Systems.......................................................................................................................... 234
Documents on Display .................................................................................................................. 235
Documents Incorporated by Reference .............................................................................................. 236
Documents incorporated by Reference ........................................................................................ 236
Cross-reference list of Documents incorporated by Reference ................................................... 236
Availability of Incorporated Documents ....................................................................................... 237
Names and Addresses ........................................................................................................................ 238

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 (the "Summary") contains all the Elements required to be included in a summary for
this type of Notes and Issuer. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.1
Even though an Element may be required to be inserted in the Summary because of the type of Notes
and the 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".
Element
Section A Introduction and warnings
A.1
Warnings
Warning that:
·
this Summary should be read as an introduction to the
Prospectus;
·
any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the
investor;
·
where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member States,
have to bear the costs of translating the Prospectus,
before the legal proceedings are initiated; and
·
civil liability attaches only to the Issuer which 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 the Notes.
A.2
Consent to the use of Each of [] [and/or each further financial intermediary]
the Prospectus
subsequently reselling or finally placing the Notes in [the Grand
Duchy of Luxembourg] [,][and] [the Republic of Austria] [,][and]
[the Federal Republic of Germany] [,][and] [the United
Kingdom of Great Britain and Northern Ireland] [,][and] [The
Netherlands] [,][and] [insert other jurisdiction into which the
Prospectus has been passported based on a supplement
to this Prospectus] is entitled to use the Prospectus for the
subsequent resale or final placement of the Notes during the
period from [] to [], provided however, that the Prospectus is
still valid in accordance with Article 11 (2) of the Luxembourg
act relating to prospectuses for securities (Loi relative aux
prospectus pour valeurs mobilières) which implements Directive
2003/71/EC of the European Parliament and of the Council of
4 November 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November 2010).
When using the Prospectus, each Dealer and/or relevant

1 The Summary contains options, characterised by square brackets (other than the respective translations of specific legal
terms), and placeholders regarding the Notes to be issued under the Programme. The summary of the individual issue of
Notes will include the options relevant to this issue of Notes as determined by the applicable Final Terms and will contain
the information, which had been left blank, as completed by the applicable Final Terms.

6
further financial intermediary must make certain that it complies
with all applicable laws and regulations in force in the
respective jurisdictions.
In the event of an offer being made by a Dealer and/or a
further financial intermediary, the Dealer and/or the further
financial intermediary shall provide information to
investors on the terms and conditions of the Notes at the
time of that offer.

Element
Section B MAHLE GmbH as Issuer
B.1
Legal and
MAHLE GmbH ("MAHLE" and, together with its consolidated
commercial name
subsidiaries, "MAHLE Group").
B.2
Domicile / Legal
MAHLE is domiciled in Stuttgart, Germany and is incorporated
form / Legislation /
under the laws of Germany as a limited liability company
Country of
(Gesellschaft mit beschränkter Haftung, GmbH). MAHLE
incorporation
operates under the company law of Germany.
B.4b
Known trends
General economic trends, such as the development and the
affecting the Issuer
cyclical nature of the global automotive market and industry
and the industries in
sectors in which MAHLE Group operates or the progressive
which it operates
shift of business to emerging markets may impact MAHLE
Group's operations and financial position.
In addition, there are major industry-specific trends affecting
MAHLE Group, such as the reduction of fuel consumption of
vehicles (e.g. by new developments in the powertrain
configurations of vehicles and the downsizing of engines). Such
trends are particularly driven by the increased regulation aiming
at the reduction of greenhouse gas emissions and respirable
dust.
B.5
Description of the
MAHLE GmbH holds directly or indirectly 154 fully consolidated
group and the
companies and is a major supplier to the automobile industry,
Issuer's position
active in more than 100 countries worldwide.
within the group
MAHLE is the ultimate parent company of MAHLE Group.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate are made.
estimate
B.10
Nature of any
Not applicable. The respective auditor's report on MAHLE's
qualifications in the
consolidated financial statements prepared in accordance with
audit report on
German general accounting standards pursuant to the German
historical financial
Commercial Code (Handelsgesetzbuch, "HGB") for the financial
information
year ended 31 December 2016 and for the financial year ended
31 December 2017 do not include any qualifications.
B.12
Selected
historical
The following table shows selected consolidated financial
key
financial
information for MAHLE Group (prepared in accordance with
information
German general accounting standards (HGB)). Financial
information marked "audited" has been extracted from the
audited consolidated financial statements of MAHLE as of and
for the financial years ended 31 December 2016 and
31 December 2017, respectively, whereas financial information
marked "unaudited" has not been extracted from those audited
consolidated financial statements but from the internal reporting
system of MAHLE Group or is based on calculations of figures

7
stemming from the above-mentioned sources:

1 January 2017 - 1 January 2016 -
31 December
31 December
2017
2016
in million EUR
(audited, unless otherwise indicated)
Sales
12,788.0
12,321.8
EBITDA1) 2)
960.5
1,079.3
EBIT1) 3)
355.2
472.8
Income from
262.5
228.1
business activities
Cash flow from
765.5
855.7
operating activities
Consolidated net
102.2
63.0
income for the year

31 December
31 December
2017
2016
in million EUR
(audited)
Total assets
8,195.1
8,032.1
Total equity
2,632.1
2,721.9
Total liabilities due
1,839.4
1,842.0
in up to one year
Total liabilities due
345.2
694.8
in more than five
years
1) Unaudited.
2) "EBITDA" is defined as earnings before interest, taxes, depreciation
and amortisation and corresponds to EBIT before amortisation of
intangible assets, depreciation of property, plant and equipment and
impairment of long-term securities and depreciation of other loans as
shown in the respective notes to the consolidated financial statements
for the periods indicated. The EBITDA that MAHLE Group reports is
not necessarily comparable to the performance figures published by
other companies as "EBITDA" or under a similar designation.
MAHLE's management reports EBITDA because it helps the
management to judge the operating performance of MAHLE Group.
EBITDA is not recognised as a performance indicator under HGB, but
constitutes a so-called alternative performance measure (APM).
3) "EBIT" is defined as earnings before interest and taxes and
corresponds to net income for the year before other taxes, taxes on
income, interest and similar expenses, expenses from transfer of
losses, other interest and similar income, result from associated
companies, income from profit transfer agreements, income from
other securities and long-term loans, investment income, impairment
of shares in affiliated and associated companies as well as
impairment of other participations and write ups of shares in affliated
and associated companies shown in the respective consolidated
income statements and respective notes to the consolidated financial
statements for the periods indicated. The EBIT that MAHLE Group
reports is not necessarily comparable to the performance figures
published by other companies as "EBIT" or under a similar
designation. MAHLE's management reports EBIT because it helps the
management to judge the operating performance of MAHLE Group.
EBIT is not recognised as a performance indicator under HGB, but
constitutes a so-called alternative performance measure (APM).
The following table contains a reconciliation of the EBIT and EBITDA for
the relevant periods:

8

in million EUR
1 January 2017 -
1 January 2016 -
31 December 2017 31 December 2016
Net income for the year
102.2
63.0
Other taxes
35.4
32.9
Taxes on income
124.9
132.2
Interest and similar expenses
121.2
151.2
Expenses from transfer of
0.0
4.0
losses
Other interest and similar
-18.3
-54.6
income
Result from associated
39.0
52.8
companies
Income from other securities
-0.5
-0.2
and long- term loans
Investment income
-0.5
-1.3
Income from profit transfer
-0.2
0.0
agreements
Impairment of shares in
0.2
92.9
affiliated and associated
companies
Write-up of shares in affiliated
-48.1
0.0
and associated companies
EBIT
355.2
472.8
Amortisation and depreciation
605.2
606.5
of intangible assets, property,
plant and equipment
Impairment of long-term
0.0
0.0
securities and depreciation of
other loans
EBITDA
960.4
1,079.3

Trend information
There has been no material adverse change in the prospects of
MAHLE since 31 December 2017. No developments are
currently foreseen that are reasonably likely to have a material
effect on MAHLE's prospects.

Significant change in the financial and trading position
Not applicable. There has been no significant change in the
financial or trading position of MAHLE since 31 December
2017.
B.13
Recent
Not applicable. There are no recent developments particular to
developments
MAHLE which are to a material extent relevant to MAHLE's
solvency.
B.14.
Statement of
Please read Element. B.5 together with the information below.
dependency upon
other entities within
Not applicable. MAHLE is not dependent upon other entities
the group
within MAHLE Group.
B.15
Principal activities
MAHLE conducts business in the area of manufacturing
automotive parts and systems within Germany and abroad, as
well as in related areas, including rendering of services related
thereto.
B.16
Ownership and
MAHLE's current direct shareholders are MAHLE-STIFTUNG
control of the Issuer
GmbH, a charitable foundation, (99.9 per cent.) and MABEG -
Verein zur Förderung und Beratung der MAHLE-Gruppe e.V., a
registered society ("MABEG") (0.1 per cent.). MABEG holds
100 per cent. of the voting rights in MAHLE. MAHLE is directly

9
controlled by MAHLE-STIFTUNG GmbH and MABEG, its
current direct shareholders.
B.17
Credit ratings of the
Not applicable. No credit ratings have been assigned to MAHLE
Issuer or its debt
or its debt securities at its request or with its co-operation.
securities

Element
Section C The Notes
C.1
Type and class of the
Type of the Notes
Notes / ISIN
The Notes are debt instruments pursuant to §§ 793 et seqq.
of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

The Notes will be issued as:
[Fixed Rate Notes]
[Floating Rate Notes]
[Zero Coupon Notes]

ISIN: [].

Common Code: [].

WKN: [].

[insert other securities number, if relevant]
C.2
Currency
The
Notes
are
issued
in
[Euro
("EUR")]
[U.S. dollars ("USD")] [Japanese Yen ("JPY")] [Pounds
Sterling ("GBP")] [].
C.5
Restrictions on free
Not applicable. The Notes are freely transferable.
Transferability
C.8
Rights attached to the
Rights attached to the Notes:
Notes (including
ranking of the Notes
[Fixed Rate Notes
and limitations to
The Notes bear a fixed interest income throughout the entire
those rights)
term of the Notes.]

[Floating Rate Notes
The Notes will bear interest at a rate determined [(and as
adjusted for the applicable margin)] on the basis of a
reference rate appearing on the agreed screen page of a
commercial quotation service.]

[Zero Coupon Notes
The Notes will be issued without the element of periodic
interest payments. The Notes will be issued on a discounted
basis (i.e. under par value) and interest accrued on the Notes
will be included in the payment of the redemption amount at
maturity.]