Obligation ZF Friedrichshafen AG 2.25% ( DE000A14J7F8 ) en EUR

ZF Friedrichshafen AG

100 % ▼

Allemagne

DE000A14J7F8 ( en EUR )

2.25% par an ( paiement annuel )

26/04/2019 - Obligation échue

Prospectus brochure de l'obligation ZF Friedrichshafen DE000A14J7F8 en EUR 2.25%, échue

100 000 EUR

1 150 000 000 EUR

ZF Friedrichshafen AG est un équipementier automobile allemand spécialisé dans les systèmes de transmission, de châssis et de sécurité active et passive.

L'Obligation émise par ZF Friedrichshafen AG ( Allemagne ) , en EUR, avec le code ISIN DE000A14J7F8, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/04/2019

ZF North America Capital, Inc.
(Northville, Michigan, United States of America)
EUR 1,150,000,000 2.25% fixed rate notes due 2019, issue price: 99.529%,
EUR 1,100,000,000 2.75% fixed rate notes due 2023, issue price: 99.118%,
each with an unconditional and irrevocable guarantee as to payment of principal and interest from
ZF Friedrichshafen AG
(Friedrichshafen, Federal Republic of Germany)
ZF North America Capital, Inc., Northville, Michigan, United States of America (the "Issuer"), will issue on or about April 27, 2015 (the "Issue
Date") EUR 1,150,000,000 2.25% fixed rate notes in bearer form due 2019 with a denomination of EUR 100,000 (the "2019 Notes") and
EUR 1,100,000,000 2.75% fixed rate notes in bearer form due 2023 with a denomination of EUR 100,000 (the "2023 Notes", and together
with the 2019 Notes, the "Notes", and each of the 2019 Notes and the 2023 Notes also referred to as a "Tranche of Notes"). Each Tranche
of Notes will be unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG, Graf-von-Soden-Platz 1, 88046 Friedrichshafen,
Federal Republic of Germany (the "Guarantor" or "ZF", and together with its consolidated subsidiaries, but, for the avoidance of doubt,
excluding TRW Automotive Holding Corp. and its subsidiaries, the "ZF Group", "we", "us", "our", or the "Group") pursuant to an
unconditional and irrevocable guarantee (each of these guarantees, a "Guarantee", and collectively, the "Guarantees"). The Notes and the
Guarantees will be governed by the laws of the Federal Republic of Germany ("Germany").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5 para. 3 of the Directive 2003/71/EC of the
European Parliament and of the Council of November 4, 2003 (as amended, inter alia, by Directive 2010/73/EU of the European Parliament
and of the Council of November 24, 2010) (the "Prospectus Directive") and has been drafted in accordance with the law of the Grand
Duchy of Luxembourg ("Luxembourg") on prospectuses for securities of July 10, 2005, as amended, (Loi du 10 juillet 2005 relative aux
prospectus pour valeurs mobilières) (the "Luxembourg Prospectus Law"), which implements the Prospectus Directive into Luxembourg
law.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent
authority under the Luxembourg Prospectus Law, and will be published in electronic form on the website of the Luxembourg Stock Exchange
(http://www.bourse.lu). By approving this Prospectus, the CSSF does not give any undertaking as to the economical and financial soundness
of the operation or the quality or solvency of the Issuer or the Guarantor pursuant to Article 7 para. 7 of the Luxembourg Prospectus Law.
Application has been made to list the Notes on the official list (the "Official List") of the Luxembourg Stock Exchange and to admit the Notes
to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg), a market appearing on the list of regulated
markets issued by the European Commission pursuant to Directive 2004/39/EC of April 21, 2004 on markets in financial instruments, as
amended.
It is expected that delivery of the Notes will be made upon instruction of the Joint Lead Managers (as defined in the section "Notice to
Investors") through the facilities of Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt"), Clearstream Banking SA,
Luxembourg and Euroclear Bank SA/NV on or about April 27, 2015. Each Tranche of Notes will be represented by a global certificate to be
held permanently by Clearstream Frankfurt in its book-entry system, with a register of noteholders.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 13.
The Notes have been assigned the following securities codes:
2019 Notes: ISIN DE000A14J7F8, Common Code 122315339, WKN A14J7F
2023 Notes: ISIN DE000A14J7G6, Common Code 122315363, WKN A14J7G
The Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"). The Notes may not be offered or sold within the United States of America (the "United States" or
"U.S.") or to, for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). See
"Notice to Investors" for additional information about eligible offerees and transfer restrictions.
Joint Lead Managers and Joint Bookrunners
Barclays
BNP PARIBAS
Commerzbank
Deutsche Bank
Banca IMI
BayernLB
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Helaba
HSBC
ING
Landesbank
J.P. Morgan
Mizuho Securities
MUFG
Baden-Württemberg
Santander
RBC Capital Markets
SEB
SMBC Nikko
Global Banking & Markets
The Royal Bank of Scotland
UBS Investment Bank
UniCredit Bank
The date of this Prospectus is April 23, 2015.

RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantor accepts responsibility for the information contained in
this Prospectus (including any documents incorporated by reference) and hereby declares
that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus (including any documents incorporated by reference) is, to the
best of its knowledge, in accordance with the facts and contains no omission likely to affect its
import.
The Issuer and the Guarantor further confirm that (i) this Prospectus contains all information
with respect to the Issuer, the Guarantor, the ZF Group, the Notes and the Guarantees 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, the Guarantor, the Notes and the Guarantees
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, the Guarantor, the ZF Group and of the rights attached to the Notes and the
Guarantees; (ii) the information contained in this Prospectus relating to the Issuer, the
Guarantor, the ZF Group, the Notes and the Guarantees is accurate and complete in all
material respects and not misleading; (iii) that any opinions and intentions expressed herein
are honestly held and based on reasonable assumptions; (iv) there are no other facts in
relation to the Issuer, the Guarantor, the ZF Group, the Notes or the Guarantees the omission
of which would, in the context of the issue and offering of the Notes, make this Prospectus as
a whole or any of such information or the expression of any such opinions or intentions
misleading; and (v) reasonable enquiries have been made by the Issuer and the Guarantor to
ascertain all such facts for the purposes aforesaid.
NOTICE TO INVESTORS
No person is authorized to give any information or to make any representations other than
those contained in this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by or on behalf of the Issuer, the
Guarantor, Barclays Bank PLC, BNP Paribas, Commerzbank Aktiengesellschaft, Deutsche
Bank AG, London Branch, Banca IMI S.p.A., Banco Santander, S.A., Bayerische
Landesbank, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment
Bank, HSBC Bank plc, ING Bank N.V., J.P. Morgan Securities plc, Landesbank Baden-
Württemberg, Landesbank Hessen-Thüringen Girozentrale, Merrill Lynch International,
Mitsubishi UFJ Securities International plc, Mizuho International plc, RBC Europe Limited,
Skandinaviska Enskilda Banken AB (publ), SMBC Nikko Capital Markets Limited, The Royal
Bank of Scotland plc, UBS Limited and UniCredit Bank AG (together, the "Joint Lead
Managers"). Neither the delivery of this Prospectus nor any offering, sale or delivery of any
Notes made hereunder shall, under any circumstances, create any implication that (i) the
information in this Prospectus is correct as of any time subsequent to the date hereof or, as
the case may be, subsequent to the date on which this Prospectus has been most recently
supplemented; (ii) there has been no adverse change in the financial situation of the Issuer or
the Guarantor which is material in the context of the issue and sale of the Notes since the
date of this Prospectus or, as the case may be, the date on which this Prospectus has been
most recently supplemented, or the balance sheet date of the most recent consolidated
financial statements which are deemed to be incorporated into this Prospectus by reference;
or (iii) any other information supplied in connection with the issue of the Notes is correct at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
2

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 "Information about the Guarantor and the ZF
Group" and statements elsewhere in this Prospectus relating to, among other things, the
future financial performance, plans and expectations regarding developments in the
businesses of the Issuer and the Guarantor. 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 Issuer or the Guarantor, to be
materially different from or worse than those expressed or implied by these forward-looking
statements. Neither the Issuer nor the Guarantor assumes any obligation to update such
forward-looking statements or to adapt them to future events or developments.
In accordance with commercial accounting, some numerical figures (including percentages) in
this Prospectus have been rounded to the nearest whole number. As a result, figures shown
as totals in some tables may not be the exact arithmetic aggregation of the rounded figures
that precede them. Percentages cited in the text, however, were calculated using the actual
values rather than the rounded values. Accordingly, in certain cases it is possible that the
percentages in the text differ from percentages based on the rounded values.
Furthermore, this Prospectus contains industry related data taken or derived from industry
and market research reports published by third parties ("External Data"). Commercial
publications generally state that the information they contain originated from sources
assumed to be reliable, but that the accuracy and completeness of such information is not
guaranteed and that the calculations contained therein are based on a series of assumptions.
The External Data have neither been independently verified by the Issuer nor the Guarantor.
The External Data was reproduced accurately by the Issuer in the Prospectus, and as far as
the Issuer and the Guarantor are aware and are able to ascertain from information published
by that third party, no facts have been omitted that would render the reproduced External
Data inaccurate or misleading. Neither the Issuer nor the Guarantor have access to the
underlying facts and assumptions of numerical and market data and other information
contained in publicly available sources. Consequently, such numerical and market data or
other information can neither be verified by the Issuer nor the Guarantor.
This Prospectus should be read and understood in conjunction with any supplement hereto
and with any documents incorporated herein by reference.
Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except
for the Issuer and the Guarantor, is responsible for the information contained in this
Prospectus or any other 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.
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 and the Guarantor. This Prospectus does not constitute an offer
of Notes or an invitation by or on behalf of the Issuer, the Guarantor 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, the
Guarantor or the Joint Lead Managers to a recipient hereof and thereof that such recipient
should purchase any Notes.
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain
jurisdictions are restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer and the Joint Lead Managers to inform themselves about and to
observe any such restrictions. In particular, the Notes and the Guarantees have not been, and
3

will not be, registered under the Securities Act. Subject to certain limited exceptions, the
Notes may not be offered, sold or delivered within the United States or to U.S. persons.
For a further description of certain restrictions on offerings and sales of the Notes and
distribution of this Prospectus (or of any part thereof) see "Subscription and Sale of the
NotesSelling Restrictions."
The legally 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
(the "Terms and Conditions") in respect of which German is the legally binding language.
In this Prospectus, unless otherwise specified, 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, references to "$" or "USD" or "US Dollar" refer to the
legal currency of the United States.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON
BRANCH (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
THERE IS NO ASSURANCE THAT DEUTSCHE BANK AG, LONDON BRANCH (OR
PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY
STABILIZATION ACTION MAY BEGIN AT ANY TIME AFTER THE ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF BEGUN, MAY BE
ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE
ISSUE BY THE ISSUER AND 60 CALENDAR DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. SUCH STABILIZING SHALL BE IN COMPLIANCE WITH
ALL LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY RELEVANT
JURISDICTION.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus does not constitute, and 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
authorized or to any person to whom it is unlawful to make such an offer or
solicitation.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General Information
Our audited consolidated financial statements as of and for the fiscal years ended December
31, 2013 and 2014, each prepared in accordance with the International Financial Reporting
Standards as adopted in the European Union ("IFRS") and the additional requirements of
German commercial law pursuant to section 315(1) of the German Commercial Code
(Handelsgesetzbuch), are incorporated by reference into this Prospectus. Ernst & Young
GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, Germany ("EY") audited our consolidated
financial statements as of and for the fiscal years ended December 31, 2013 and 2014.
Unless otherwise indicated, the financial information as of and for the fiscal year ended
December 31, 2012 is extracted or derived from the adjusted prior-year comparative financial
information as of and for the fiscal year ended December 31, 2012 of our audited
consolidated financial statements as of and for the fiscal year ended December 31, 2013.
In addition, the audited consolidated statements of earnings, comprehensive earnings,
stockholders' equity and cash flows for each of the three fiscal years in the period ended
4

December 31, 2014 and the consolidated balance sheets as of December 31, 2014 and 2013
and the valuation and qualifying accounts for the years ended December 31, 2014, 2013 and
2012 of TRW Automotive Holdings Corp. ("TRW Holding", and together with its subsidiaries,
"TRW Group"), prepared in accordance with United States generally accepted accounting
principles (the "U.S. GAAP"), (the "U.S. GAAP Consolidated Financial Statements of TRW
Holding"), are incorporated by reference into this Prospectus. Ernst & Young LLP, Detroit,
Michigan, United States, audited the U.S. GAAP Consolidated Financial Statements of TRW
Holding.
These consolidated financial statements and other financial information of TRW Holding or
TRW Group, except for the historical IFRS consolidated financial information of TRW Holding
underlying the unaudited pro forma consolidated financial information of ZF as of and for the
fiscal year ended December 31, 2014, included in, or incorporated by reference into, this
Prospectus have been extracted from publicly available sources and have not been verified
by us.
In connection with the consolidated financial statements and other financial
information included in, or incorporated by reference into, this Prospectus, investors
have to consider that IFRS differs in various respects from U.S. GAAP. For this reason,
consolidated financial statements and other financial information prepared in
accordance with IFRS are not necessarily comparable to, and could differ materially
from, consolidated financial statements and other financial information prepared in
accordance with U.S. GAAP.
Where financial information in the tables in this Prospectus is labeled "audited", this means
that it has been extracted from our audited consolidated financial statements mentioned
above. The label "unaudited" is used in the tables in this Prospectus to indicate financial
information that has not been extracted from our audited consolidated financial statements or
our audited group management reports mentioned above but rather was extracted or derived
from our internal accounting records or management reporting systems, or has been
calculated on the basis of financial information from the above mentioned sources.
Changes in Accounting Policies
In our audited consolidated financial statements as of and for the fiscal year ended
December 31, 2013, the method for accounting of the joint venture ZF Lenksysteme GmbH,
Schwäbisch Gmünd, Federal Republic of Germany, ("ZF Lenksysteme") in the consolidated
financial statements changed with the first-time adoption of IFRS 11 "Joint Arrangements". ZF
Lenksysteme and its subsidiaries had been previously included by way of proportionate
consolidation, but have been included in accordance with the equity method since January 1,
2013. In addition, based on the change in IAS 19 "Employee Benefits", the expected returns
on plan assets were offset with the interest costs on defined benefit obligations in our audited
consolidated financial statements as of and for the fiscal year ended December 31, 2013. As
a result, the respective prior-year comparative financial information as of and for the fiscal
year ended December 31, 2012 was adjusted retrospectively. For further explanations see
Note "Changes in accounting policies" to our consolidated financial statements as of and for
the fiscal year ended December 31, 2013.
In our audited consolidated financial statements as of and for the fiscal year ended
December 31, 2014, derivative financial instruments were allocated consistently to financial
assets and liabilities in order to enhance the meaningfulness of the consolidated statement of
financial position. In addition, a separate item in the consolidated statement of financial
position was introduced for non-financial other non-current assets. In order to improve the
comparability, the prior-year comparative financial information as of December 31, 2013 was
adjusted accordingly. Furthermore, the net profit or loss before income tax was adjusted by
the net financial result (in our audited consolidated financial statements as of and for the fiscal
5

year ended December 31, 2013: net interest result and net result from participations) in the
cash flow from operating activities and the prior-year comparative financial information for the
fiscal year December 31, 2013 was adjusted accordingly. For further explanations see the
Notes to our consolidated financial statements as of and for the fiscal year ended
December 31, 2014. To facilitate comparability we have included the relevant adjusted prior-
year comparative financial information for the fiscal year ended December 31, 2013 as
contained in our audited consolidated financial statements as of and for the year ended
December 31, 2014 in addition to the comparative financial information as for the fiscal year
ended December 31, 2013 as contained in our audited consolidated financial statements as
of and for the year ended December 31, 2013.
Unaudited Pro Forma Consolidated Financial Information
For illustrative purposes only, we have also prepared and included in this Prospectus
unaudited pro forma consolidated financial information (the "Unaudited Pro Forma
Consolidated Financial Information") to present the material effects of our contemplated
merger with TRW Group (the "Merger") and the sale of ZF's stake in ZF Lenksysteme would
have had on our historical consolidated financial statements as of and for the fiscal year
ended December 31, 2014 if the Merger and the sale of ZF's stake in ZF Lenksysteme had
occurred as of January 1, 2014 with respect to the pro forma consolidated statement of profit
or loss and as of December 31, 2014 with respect to the pro forma consolidated statement of
financial position (see "Unaudited Pro Forma Consolidated Financial Information of ZF Group
for the Fiscal Year Ended December 31, 2014"). The Unaudited Pro Forma Consolidated
Financial Information is based on available information, estimates and certain assumptions.
Due to its nature, the Unaudited Pro Forma Consolidated Financial Information describes only
a hypothetical situation and, therefore, does not purport to represent what the actual results of
operations or financial position of ZF Group would have been had the Merger and the sale of
ZF's stake in ZF Lenksysteme occurred on the dates assumed, nor is it necessarily indicative
of ZF Group's results of operations or financial position after completion of the Merger and the
sale of ZF's stake in ZF Lenksysteme, nor it is necessarily indicative of ZF Group's future
results of operations or financial position. Therefore, the actual results of operations and
financial position of ZF Group after completion of the Merger and the sale of ZF's stake in ZF
Lenksysteme may differ significantly from those reflected in the Unaudited Pro Forma
Consolidated Financial Information. Furthermore, the Unaudited Pro Forma Consolidated
Financial Information is only meaningful in conjunction with our historical consolidated
financial statements as of and for the fiscal year ended December 31, 2014. Neither the
Issuer nor the Guarantor assume any obligation to update the Unaudited Pro Forma
Consolidated Financial Information or to adapt it to future events or developments.
Accordingly, in making any investment decision, investors must rely on their own examination
of our and TRW Group's financial information.
Non-IFRS Financial Measures
This Prospectus contains non-IFRS financial measures and ratios, including EBIT, EBITDA,
EBITDA margin, free cash flow, capital expenditure and net financial position that are not
required by, or presented in accordance with, IFRS. We present non-IFRS financial measures
because some investors may find it helpful. The definitions of the non-IFRS financial
measures may not be comparable to other similarly titled measures of other companies and
have limitations as analytical tools and should not be considered in isolation or as a substitute
for analysis of our operating results as reported under IFRS. Non-IFRS measures and ratios
such as EBIT, EBITDA, EBITDA margin, free cash flow, capital expenditure and net financial
position should not be considered as alternatives to operating profit or loss, net profit after tax,
cash flow from operating activities or any other performance or liquidity measures derived in
accordance with IFRS.
6

TABLE OF CONTENTS
OVERVIEW OF THE TERMS AND CONDITIONS ................................................................ 8
RISK FACTORS ................................................................................................................. 13
USE OF PROCEEDS ......................................................................................................... 48
INFORMATION ABOUT THE ISSUER ............................................................................... 49
INFORMATION ABOUT THE GUARANTOR AND THE ZF GROUP ................................... 52
DESCRIPTION OF TRW GROUP .................................................................................... 149
RATIONALE FOR THE MERGER .................................................................................... 158
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF ZF
GROUP AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 ................ 160
AUDITOR'S REPORT ON THE UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION OF ZF GROUP AS OF AND FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2014 ......................................................................................... 201
TERMS AND CONDITIONS ............................................................................................. 202
FORM OF GUARANTEE .................................................................................................. 247
TAXATION ....................................................................................................................... 262
SUBSCRIPTION AND SALE OF THE NOTES.................................................................. 269
GENERAL INFORMATION............................................................................................... 272
INCORPORATION BY REFERENCE ............................................................................... 274
NAMES AND ADDRESSES ............................................................................................. 276
7

OVERVIEW OF THE TERMS AND CONDITIONS
The following overview contains basic information about the Notes and the Guarantees and is
not intended to be complete. It does not contain all the information that is important for
making a decision to invest in the Notes. For a more complete description of the Notes and
the Guarantees, please refer to the section "Terms and Conditions" of this Prospectus and to
the section "Form of Guarantee" of this Prospectus. For more information on the Issuer and
the Guarantor, their business and their financial condition and results of operations, please
refer to sections "Information about the Issuer" and "Information about the Guarantor and the
ZF Group", respectively, of this Prospectus. Terms used in this overview and not otherwise
defined have the meanings given to them in the Terms and Conditions.
Issuer
ZF North America Capital, Inc.
Guarantor
ZF Friedrichshafen AG
Notes
The Notes consist of:
· EUR 1,150,000,000 2.25% fixed rate notes in
bearer form due 2019 (the "2019 Notes"); and
· EUR 1,100,000,000 2.75% fixed rate notes in
bearer form due 2023 (the "2023 Notes" and
together with the 2019 Notes, the "Notes", and
each of the 2019 Notes and the 2023 Notes also
referred to as a "Tranche of Notes"),
each with a denomination of EUR 100,000.
The Notes have been assigned the following securities
codes:
· 2019 Notes:
ISIN DE000A14J7F8
Common Code 122315339
WKN A14J7F
· 2023 Notes:
ISIN DE000A14J7G6
Common Code 122315363
WKN A14J7G
Joint Lead Managers and
Barclays Bank PLC
Joint Bookrunners
BNP Paribas
Commerzbank Aktiengesellschaft
Deutsche Bank AG, London Branch
Banca IMI S.p.A.
Banco Santander, S.A.
Bayerische Landesbank
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
HSBC Bank plc
ING Bank N.V.
J.P. Morgan Securities plc
Landesbank Baden-Württemberg
Landesbank Hessen-Thüringen Girozentrale
Merrill Lynch International
8

Mitsubishi UFJ Securities International plc
Mizuho International plc
RBC Europe Limited
Skandinaviska Enskilda Banken AB (publ)
SMBC Nikko Capital Markets Limited
The Royal Bank of Scotland plc
UBS Limited
UniCredit Bank AG
Principal Paying Agent
Deutsche Bank Aktiengesellschaft
Principal Amount
2019 Notes: EUR 1,150,000,000
2023 Notes: EUR 1,100,000,000
Issue Price
2019 Notes: 99.529%
2023 Notes: 99.118%
Issue Date of the Notes
April 27, 2015
Specified Denomination
EUR 100,000
Form of Notes
Each Tranche of Notes will be in bearer form represented
by one permanent global note to be held permanently by
Clearstream Banking AG in its book-entry system, with a
register of noteholders. No definitive notes or interest
coupons will be issued.
Status of the Notes
The obligations under the Notes constitute direct,
unconditional, unsecured and unsubordinated obligations
of the Issuer ranking pari passu without any preference
among themselves and at least pari passu with all other
unsubordinated and unsecured obligations of the Issuer,
present or future, save for certain mandatory exceptions
provided by law.
Guarantee and Status of the
The Guarantor will give unconditional and irrevocable
Guarantee
guarantees for the due and punctual payment of principal
of, and interest on, and any other amounts payable under
each Tranche of Notes. Each Guarantee constitutes a
contract for the benefit of the holders of the relevant
Tranche of Notes (the "Noteholders") from time to time as
third party beneficiaries in accordance with section 328
paragraph 1 of the German Civil Code (Bürgerliches
Gesetzbuch), giving rise to the right of each Noteholder to
require performance of the relating Guarantee directly
from the Guarantor and to enforce such Guarantee
directly against the Guarantor.
The obligations of the Guarantor under each Guarantee
rank at least pari passu with all other unsubordinated and
unsecured obligations of the Guarantor, present or future,
save for certain mandatory exceptions provided by law.
9

Interest on the Notes
2019 Notes will bear interest from and including April 27,
2015 to, but excluding, April 26, 2019 (short first coupon)
at a rate of 2.25% per annum, payable annually in arrears
on April 26, in each year, commencing on April 27, 2015.
2023 Notes will bear interest from and including April 27,
2015 to, but excluding, April 27, 2023 at a rate of 2.75%
per annum, payable annually in arrears on April 27, in
each year, commencing on April 27, 2015.
Maturity
Unless previously redeemed or repurchased, the
2019 Notes will be redeemed at par on April 26, 2019.
Unless previously redeemed or repurchased, the
2023 Notes will be redeemed at par on April 27, 2023.
Redemption following a
If either the Issuer or the Guarantor becomes obligated to
Gross-up, an Acquisition
pay Additional Amounts (as defined in the Terms and
Event or a Clean-up Call Event
Conditions) or upon occurrence of an Acquisition Event or
a Clean-up Call Event, the Issuer may call each Tranche
of Notes for redemption (in whole but not in part).
In the case such call notice is given due to the obligation
of the Issuer or the Guarantor to pay Additional Amounts
or following a Clean-up Call Event the Issuer (failing which
the Guarantor) shall redeem the remaining Notes of the
relevant Tranche of Notes on the specified redemption
date at an amount per Note equal to the principal amount
plus any accrued and unpaid interest on the Notes to but
excluding the date of redemption.
In the case such call notice is given following an
Acquisition Event, the Issuer shall redeem the remaining
Notes of the relevant Tranche of Notes on the specified
redemption date at an amount per Note equal to 101% of
the principal amount plus any accrued and unpaid interest
on the Notes to but excluding the date of redemption.
Redemption at the Option of
The Issuer may redeem the Notes of the relevant Tranche
the Issuer
of Notes (in whole but not in part) at an amount per Note
equal to the principal amount plus any accrued and unpaid
interest on the Note to but excluding the date of
redemption but yet unpaid plus a make whole premium, if
any, upon giving not less than 30 and not more than 60
days' prior notice to the Noteholders.
Special Mandatory
If a closing certificate regarding the Merger has not been
Redemption
filed on or before January 4, 2016, the Issuer shall redeem
all outstanding Notes on January 14, 2016 at an amount
for each Note equal to 101% of the principal amount per
Note outstanding plus any accrued and unpaid interest
accrued to, but excluding, January 14, 2016.
10