Obligation Bertelsman 3.625% ( XS0230962853 ) en EUR

Bertelsman

100 % ⇌

Allemagne

XS0230962853 ( en EUR )

3.625% par an ( paiement annuel )

05/10/2015 - Obligation échue

Prospectus brochure de l'obligation Bertelsmann XS0230962853 en EUR 3.625%, échue

Bertelsmann est une multinationale allemande active dans les médias, l'éducation et les services.

L'Obligation émise par Bertelsman ( Allemagne ) , en EUR, avec le code ISIN XS0230962853, paye un coupon de 3.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/10/2015

Debt Issuance Programme Prospectus
dated 24 March 2020
This document constitutes the base prospectus for the purposes of Article 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017, (the "Prospectus Regulation") and the Luxembourg act relating
to prospectuses for securities of 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et
portant mise en oeuvre du règlement (UE) 2017/1129) (the "Luxembourg Law") of Bertelsmann SE & Co. KGaA in respect
of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-Equity Securities"), (the
"Debt Issuance Programme Prospectus" or the "Prospectus").

Bertelsmann SE & Co. KGaA
(Gütersloh, Federal Republic of Germany)
as Issuer
EUR 5,000,000,000
Debt Issuance Programme
(the "Programme")
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the
"Commission") as competent authority under the Prospectus Regulation. The Commission only approves this Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of the issuer or of the quality of the Notes that are the subject of this
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to list Notes issued under the Programme on the official list of the Luxembourg Stock Exchange
and to trade Notes on the Regulated Market or on the professional segment of the Regulated Market "Bourse de
Luxembourg". The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Market in
Financial Instruments Directive 2014/65/EU, as amended (the "Regulated Market"). Notes issued under the Programme
may also not be listed at al .
The Issuer has requested the Commission in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg Law to provide the competent authorities in the Federal Republic of Germany, the Republic of Austria, the
United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland and the Netherlands with a certificate of
approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification").
The Issuer may request the Commission to provide competent authorities in additional Member States within the European
Economic Area with a Notification. By approving a prospectus, the Commission shall give no undertaking as to the
economic and financial soundness of the operation or the quality or solvency of the issuer pursuant to Article 6(4) of the
Luxembourg Law.
The Notes have not been and wil not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Deutsche Bank
J.P. Morgan
Société Générale Corporate
& Investment Banking
NatWest Markets

This Prospectus wil be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and
on the website of Bertelsmann SE & Co. KGaA (http://www.bertelsmann.com/investor-relations/bonds/debt-issuance-
programme/). This Prospectus succeeds the Prospectus dated 18 April 2018 and is valid for a period of twelve months after
its approval. The validity ends upon expiration of 24 March 2021. There is no obligation to supplement the
Prospectus in the event of significant new factors, material mistakes or material inaccuracies when the Prospectus
is no longer valid.

RESPONSIBILITY STATEMENT
Bertelsmann SE & Co. KGaA ("Bertelsmann" or the "Issuer" together with its consolidated group companies,
the "Bertelsmann Group") with its registered office in Gütersloh, Germany, accepts responsibility for the
information given in this Prospectus including the documents incorporated by reference herein and for the
information which wil be contained in the Final Terms (as defined herein).
The Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus for
which it is responsible is in accordance with the facts and that this Prospectus makes no omission likely to
affect its import.
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 (the "Final Terms").
The Dealers (as defined herein) have not independently verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained in this Prospectus or
any other information provided by the Issuer in connection with the Programme or the Notes or their
distribution. No Dealer accepts any liability in relation to the information contained or incorporated by reference
in this Prospectus or any information provided by the Issuer in connection with the Programme or the Notes.
The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life
of the Programme or to advise any investor in the Notes of any information coming to their attention.
The Issuer has confirmed to the Dealers 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 publish a new Prospectus in
the event of any significant new factor, material mistake or material 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 of any tranche of Notes on a regulated market begins, and (i ) where approval of the Commission of any
such document is required, to have such document approved by the Commission.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in
connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer
or the Manager(s), as the case may be.
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 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 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.
2

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 in general, the United
Kingdom, Singapore and Japan see "Selling Restrictions". In particular, the Notes have not been and wil not
be registered under the Securities Act and are subject to tax law requirements of the United States and may
not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
Product classification requirements in Singapore: The Notes are prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which
wil 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 Directive
2014/65/EU (as amended, "MiFID I ") 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 wil be a manufacturer for the purpose of the MiFID Product
Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA and UK
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in
the United Kingdom (the "UK"). 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; or (i ) a customer within the meaning of
Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in the Prospectus Regulation. Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRI Ps Regulation")
for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the
Terms and Conditions may be control ing and binding if so specified in the relevant Final Terms.
This Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes
issued under the Programme is entitled to use the Prospectus as set out in "Consent to the Use of the
Prospectus" below.
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 and should not be considered as a recommendation by the Issuer, the Dealers or
any of them that any recipient of the Prospectus or any Final Terms should subscribe or purchase any
Notes. Each recipient of the Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial and otherwise) of the Issuer.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as Stabilising Manager(s) in the applicable Final Terms (or persons acting on behalf of a
Stabilising Manager) 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, stabilisation may not
necessarily occur. Any stabilisation action may begin at any time after the adequate public disclosure
of the terms of the offer of the relevant Tranche of the Notes 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
3

over-al otment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
The information on any website included in the Base Prospectus, except for the websites listed in "Documents
Incorporated by Reference" below, do not form part of the Base Prospectus and has not been scrutinised or
approved by the Commission.
Interest rates payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro Interbank
Offered Rate) which is provided by the European Money Markets Institute (EMMI) or (i ) LIBOR (London
Interbank Offered Rate) which is provided by the ICE Benchmark Administration Limited (IBA). As at the date
of this Prospectus, each of EMMI and IBA 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 Benchmarks Regulation (Regulation (EU) 2016/1011) ("BMR").
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 Bertelsmann 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 its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including Bertelsmann 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. Bertelsmann 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
fol owing sections of this Prospectus: "Risk Factors" and "General Information about Bertelsmann SE & Co.
KGaA and Bertelsmann Group". These sections include more detailed descriptions of factors that might have
an impact on Bertelsmann 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.

4

TABLE OF CONTENTS
Page
General Description of the Programme ............................................................................................................. 6
Risk Factors ......................................................................................................................................................... 8
Risk Factors regarding Bertelsmann SE & Co. KGaA and Bertelsmann Group ............................................ 8
Risk Factors regarding the Notes ................................................................................................................ 14
General Information about Bertelsmann SE & Co. KGaA and Bertelsmann Group .................................... 18
Introduction .................................................................................................................................................. 18
Selected Financial Information .................................................................................................................... 18
Capitalisation of Bertelsmann Group ........................................................................................................... 19
General, History and Development of Bertelsmann SE & Co. KGaA .......................................................... 20
Investments and Financing .......................................................................................................................... 20
Business Overview and Principal Markets .................................................................................................. 20
Organisational Structure .............................................................................................................................. 21
Trend Information ........................................................................................................................................ 21
Administrative, Supervisory Boards and Management ................................................................................ 21
Historical Financial Information ................................................................................................................... 25
Statutory Auditors ........................................................................................................................................ 25
Auditing of Historical Annual Financial Information ..................................................................................... 25
Legal and Arbitration Proceedings .............................................................................................................. 25
Share Capital ............................................................................................................................................... 27
Material Contracts ....................................................................................................................................... 27
Recent Events ............................................................................................................................................. 27
Significant Change in Bertelsmann's financial position ............................................................................... 27
Rating .......................................................................................................................................................... 27
Documents Available ................................................................................................................................... 27
Consent to the Use of the Prospectus ............................................................................................................ 28
Issue Procedures ............................................................................................................................................... 29
Terms and Conditions ....................................................................................................................................... 31
OPTION I Terms and Conditions that apply to Notes with Fixed Interest Rates ...................................... 31
OPTION II Terms and Conditions that apply to Notes with Floating Interest Rates ................................. 45
Terms and Conditions of the Notes German Language Version ............................................................... 62
OPTION I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung .................................. 62
OPTION II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............................ 78
Form of Final Terms (Muster - Endgültige Bedingungen) ............................................................................. 98
Use of Proceeds .............................................................................................................................................. 113
Description of Rules regarding Resolutions of Holders .............................................................................. 114
Taxation Warning ............................................................................................................................................ 116
Selling Restrictions ......................................................................................................................................... 117
General Information ........................................................................................................................................ 121
Documents Incorporated by Reference ........................................................................................................ 123
Documents incorporated by Reference ..................................................................................................... 123
Comparative Table of Documents incorporated by Reference .................................................................. 123
Availability of Documents .......................................................................................................................... 124
Names and Addresses .................................................................................................................................... 125
5

GENERAL DESCRIPTION OF THE PROGRAMME
Under this Programme, Bertelsmann may from time to time issue notes (the "Notes") to one or more of the
following dealers: Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, Citigroup Global
Markets Europe AG, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Deutsche Bank
Aktiengesel schaft, J.P. Morgan Securities plc, Merrill Lynch International, Société Générale, NatWest Markets
N.V. and any additional Dealer appointed under the Programme from time to time by the Issuer, which
appointment may be for a specific issue or on an ongoing basis (each a "Dealer", and together, the "Dealers").
Deutsche Bank acts as arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Notes outstanding at any one time under the Programme wil
not exceed EUR 5,000,000,000 (or its equivalent in any other currency). The Issuer may increase the amount
of the Programme in accordance with the terms of the Dealer Agreement from time to time.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of
public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method of
distribution of each tranche of Notes ("Tranche") will be stated in the relevant final terms (the "Final Terms").
The Notes may be offered to qualified and non-qualified investors, unless the applicable Final Terms include a
legend entitled "PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS".
Notes wil be issued in Tranches, each Tranche in itself consisting of Notes which are identical in all respects.
One or more Tranches, which are expressed to be consolidated and forming a single series and identical in al
respects, but having different issue dates, interest commencement dates, issue prices and dates for first
interest payments may form a series ("Series") of Notes. Notes wil be issued in such denominations as may
be agreed between the Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms save
that the minimum denomination of the Notes wil be, if in euro, EUR 1,000, and, if in any currency other than
euro, an amount in such other currency equivalent to at least EUR 1,000 at the time of the issue of Notes.
Subject to any applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes
may be issued in euro or any other currency. The Notes wil be freely transferable.
Notes wil be issued with a maturity of twelve months or more.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the
relevant Final Terms. The issue price for Notes to be issued wil be determined at the time of pricing on the
basis of a yield which wil be determined on the basis of the orders of the investors which are received by the
Dealers during the offer period. Orders will specify a minimum yield and may only be confirmed at or above
such yield. The resulting yield wil be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which determines
the effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors included in this Prospectus are limited to risks which are (i) specific to Bertelsmann SE & Co.
KgaA as Issuer as wel as the Notes, and (i ) are material for taking an informed investment decision. They are
presented in a limited number of categories depending on their nature. In each category the most material risk
factor is mentioned first.
Under this Prospectus a summary will only be drawn up in relation to an issue of Notes with a minimum
denomination of less than EUR 100,000. Such issue-specific summary wil be annexed to the applicable Final
Terms.
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Prospectus to be
admitted to trading on the Regulated Market or on the professional segment of the Regulated Market of the
Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. The
Programme provides that Notes may be listed on other or further stock exchanges, as may be agreed between
the Issuer and the relevant Dealer(s) in relation to each issue. Notes may further be issued under the
Programme which will not be listed on any stock exchange.
Notes wil be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems will include those operated by Clearstream Banking AG, Frankfurt am Main (CBF),
Clearstream Banking S.A. (CBL) and Euroclear Bank SA/NV (Euroclear). Notes denominated in euro or, as the
case may be, such other currency recognised from time to time for the purposes of eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem, are intended to be held in a
manner, which would allow Eurosystem eligibility. Therefore, these Notes wil initially be deposited upon issue
with in the case of (i) a new global note either Clearstream Banking S.A., Luxembourg or Euroclear Bank
SA/NV as common safekeeper or, (i ) a classical global note Clearstream Banking AG, Frankfurt am Main. It
does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life.
Such recognition wil depend upon satisfaction of the Eurosystem eligibility criteria.
6

Deutsche Bank Luxembourg S. A. will act as Luxembourg Listing Agent (the "Listing Agent") and Deutsche
Bank Aktiengesellschaft wil act as fiscal agent and paying agent (the "Fiscal Agent").
7

RISK FACTORS
The following is a description of material risks that are specific to Bertelsmann SE & Co. KGaA and/or
may affect the ability of Bertelsmann to fulfil its respective obligations under the Notes and that are
material to the Notes issued under the Programme in order to assess the market risk associated with
these Notes. Prospective investors should consider these risk factors before deciding whether to
purchase any Notes issued under the Programme.
Prospective investors should consider all information provided in this Prospectus or incorporated by
reference into this Prospectus and consult with their own professional advisers (including their
financial, accounting, legal and tax advisers) if they consider it necessary. In addition, investors should
be aware that the risks described might combine and thus intensify one another.
RISK FACTORS REGARDING BERTELSMANN SE & CO. KGAA AND BERTELSMANN GROUP
Bertelsmann's business, financial condition or results of operations could suffer adverse material effects due to
any of the fol owing risks. This could have an adverse effect on the market price of the Notes, and the Issuer
may ultimately not be able to meet its obligations under the Notes. While all the risks considered material are
described below, these are not the only risks Bertelsmann faces. Additional risks not known by Bertelsmann or
not presently considered material might also impair Bertelsmann's business operations.
The risk factors regarding the Issuer are presented in the fol owing categories with the most material risk factor
presented first in each category depending on their nature:
1.
Risks related to the Issuer's business activities, industry and competition
2.
Risks related to the Issuer's financial situation
3.
Legal risks

1.
Risks related to the Issuer's business activities, industry and competition
An overall substantial weakening of economic conditions could severely impact Bertelsmann's
business.
Advertising expenditure and consumer spending are heavily correlated to consumer demand, which in turn is
strongly affected by the trends of gross domestic product ("GDP") and unemployment rate. The principal risks
that the divisions face in a downturn are as follows.
The business of the RTL Group critical y depends on the sale of advertising space, in particular television and
radio advertising space. Advertising revenues in the markets of the RTL Group have been materially adversely
affected by recent economic and market conditions, and any deterioration of such conditions can cause the
revenues and profits of the RTL Group to decline significantly. In addition, TV broadcasters may also cut
expenditure on programming generated by the TV production subsidiary Fremantle Media. At the same time,
the RTL Group has substantial commitments to acquire programmes in the future the amount and the terms of
which the RTL Group may not be able to renegotiate in response to a decline in advertising revenues, which
could lead to lower operating margins as well as over-accumulation of programme inventory. Increasing
competition in the area of program acquisition and TV production, and the growing dependence on individual
production companies, coupled with the risk of potential cost increases, could also impact RTL Group's ability
to generate revenues. Furthermore increasing competition and constant change, particularly in the digital
environment, are resulting in a stronger fragmentation of RTL Group's markets as audiences wil have more
choice (e.g., through online platforms) and, at the same time, the market-entry barriers are being lowered. The
possible risks of this for RTL Group are decreasing audience and advertising market shares of its advertising-
financed channels and therefore, ultimately, lower revenues.
For Penguin Random House, an economic crisis may cause declining consumer spending. Additionally, due to
the shift to online orders and ebooks there is an increased risk of losing major customers in a crisis, especial y
bookstore retailers as a result of insolvencies. Fal ing e-book sales due to a change in market conditions
constitute another risk for Penguin Random House. A further risk attributable to the changing retail landscape
is declining sales volumes in brick-and-mortar book retail.
Gruner + Jahr is dependent on advertising revenue and consumer spending. Both factors are negatively
affected in a downturn. The risk of a deterioration of the overall economic environment and the resulting
declines in advertising and circulation revenues, as well as the continuously changing conditions in the digital
business, represent further risks for Gruner+Jahr. A changing market environment, marked by product
innovations and increased consolidation of agencies and marketers, is confronted with a widespread
decrease in demand for print products, which as a result of pressure on prices and conditions can lead to
8

lower margins. Furthermore, there is the risk of losing key customers as advertising customers could switch to
other media, notably digital media.
Risks that affect BMG primarily concern the client portfolio (extending contracts with artists/authors and
distribution partners), its monetarization (physical and digital distribution partners), corporate growth
(integration of new businesses) and the scalability of the company (including technical platform and
organization).
Arvato is exposed to risks from customer and supplier relationships. On the supplier side there are risks
associated with the availability of services. New competitors entering the market could intensify the
competitive pressure and lead to lower margins. Technological trends arising from digitization and ongoing
automation could in some cases damage the business model and competitiveness in individual customer
segments.
The Bertelsmann Printing Group as B2B service provider suffers from an overall declining advertising
expenditure and consumer spending. There could be unused capacity at their replication operations which
require high utilisation to break even. There could also be unused capacity for the printing business. Pricing
pressure created by overcapacity could negatively impact earnings and margins. For Bertelsmann Printing
Group, customer risks are significant. In addition, price and margin pressures result from a market
environment that is characterized by over-capacity. Furthermore, deterioration in the economic environment
also may lead to declining circulations. There are risks on the supplier side associated with rising raw material
prices particularly for paper, color and energy. Similarly, the increasing use of digital media is accelerating
the decline in circulation, particularly in the magazine segment.
For Bertelsmann Education Group, increasing competition from other training providers, particularly in the US
healthcare market, could lead to growing price and margin pressure.
The key risks for Bertelsmann Investments consist of falling portfolio valuations and a lack of exit
opportunities.
Generally, unfavourable economic developments are affecting Bertelsmann in the form of increased customer
default risk due to bankruptcy, as credit insurers have been significantly reducing credit limits. Uncertainty
regarding the future trade agreements to be negotiated after the United Kingdom's impending exit from the EU,
or further escalation of international trade conflicts could adversely impact Bertelsmann's economic
environment. Furthermore, the spread of the COVID-19 virus is associated with risks in global macroeconomic
developments which could potentially also have negative effects on Bertelsmann's businesses. As at the date
of this Prospectus, given the uncertainty of the lasting effect of the COVID-19 outbreak, the financial impact on
the global economy cannot be determined. In the medium to long term, if the rapid spread of COVID-19
continues, it could adversely affect global economies and financial markets, resulting in a prolonged economic
downturn. The COVID-19 outbreak may, either directly or indirectly, impact on Bertelsmann, its clients,
investors and credit markets which in turn may adversely affect Bertelsmann's business, reputation, financial
condition and results of operations.
Also, as a consequence of the above described risks, Bertelsmann may encounter difficulties in its refinancing
or may only be able to refinance itself at unfavourable rates.
Changes in technology, in consumer consumption patterns and changing demographics may
adversely affect demand for Bertelsmann's entertainment products or increase the cost of producing
or distributing products.
Bertelsmann Group's media and entertainment businesses depend significantly on their ability to acquire,
develop, adopt and exploit new technologies to distinguish their products and services from those of
Bertelsmann's competitors. In addition, new technologies affect the demand for Bertelsmann Group's products
and the time and manner in which consumers acquire and view some of its products. Bertelsmann may be
required to invest significant resources to further adapt to the changing competitive environment. In case of the
RTL Group, new streaming competitors like Netflix and Amazon may negatively affect the audience share of
RTL TV. Additionally, changing demographics in its core markets may result in a decrease of the target age
group and the RTL Group may be unable to reposition its leading channels to be attractive to an older
audience. Even if RTL Group is successful in doing so, its advertising clients may determine that an older
audience does not have the same commercial relevance and purchase less advertising space.
Technological developments may increase the threat of content piracy and limit Bertelsmann's ability
to protect its intel ectual property rights.
Bertelsmann's products and services are largely comprised of intellectual property content delivered through a
variety of media, including television, journals, newspapers, books, ebooks and online, including the internet.
Bertelsmann relies on trademark, copyright, patent and other intellectual property laws to establish and protect
its proprietary rights in these products and services. However, Bertelsmann's proprietary rights may be
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challenged, limited, invalidated or circumvented. Despite trademark and copyright protection and similar
intellectual property protection laws, third parties may be able to copy, infringe or otherwise profit from its
proprietary rights without authorisation.
Bertelsmann Group seeks to limit the threat of content piracy; however, policing unauthorised use of the
Bertelsmann Group's products and services and related intellectual property is often difficult and the steps
taken by Bertelsmann may not in every case prevent the infringement by unauthorised third parties.
Developments in technology, including digital copying, file compressing and the growing penetration of broad-
band internet connections, increase the threat of content piracy by making it easier to duplicate and widely
distribute pirated material. Bertelsmann Group has taken, and wil continue to take, a variety of actions to
combat piracy, both individually and together with industry associations. There can be no assurance that
Bertelsmann Group's efforts to enforce its rights and protect its intellectual property wil be successful in
preventing content piracy. Content piracy presents a threat to Bertelsmann Group's revenues from products
and services based on intel ectual property.
Information Security Risks could have a material adverse effect on the ability of some of the companies
of the Bertelsmann Group to operate their business and on the results of operations.
For Bertelsmann, the ability to provide information in a timely, complete, error-free and confidential way, and to
process it without disruptions, is crucial to its success and is becoming increasingly important. The same
applies for the structured management of cyber risks across the Group. Although Bertelsmann has addressed
this tougher operating environment through various measures it cannot be excluded that information security
risks might have a material adverse effect on the ability to operate the business and thus could have a material
adverse effect on the business, financial condition or results of operations.
Changes to respective intellectual property regimes could have a material adverse effect on the ability
of some of the companies of the Bertelsmann Group to operate their business and on the results of
operations.
Some companies of the Bertelsmann Group, in particular the RTL Group and Penguin Random House, are
dependent on the development and use of intel ectual property in order to grow its content business. As such,
they are vulnerable to changes in the laws, rules and regulations relating to intellectual property in the
jurisdictions in which they operate, which could affect their ability to obtain new intellectual property rights over
Bertelsmann's content, as well as their ability to use or enforce their existing intel ectual property rights. Such
changes could therefore have a material adverse effect on their ability to operate their business and could have
a material adverse effect on their business, financial condition or results of operations.
Future reviews of the EU copyright framework may threaten some of the fundamental principles of the business
of the Bertelsmann Group such as limits to the exclusive rights, territorial exclusivity for audiovisual content and
copyright contract law, which could in turn have a material adverse effect on its business, financial condition or
results of operations. Furthermore, any significant changes to the law affecting the licensing of content for
internet distribution could lead to loss of some revenue associated with delivering exclusive or other content on
the internet and have a material adverse effect on the business, financial condition or results of operations.
The introduction and increased popularity of alternative technologies for the distribution of news,
entertainment and other information and the resulting shift in consumer habits and/or advertising
expenditures to other media could adversely affect Bertelsmann's results of operations.
Bertelsmann's corporate division Gruner + Jahr derives a substantial portion of its revenues from advertising in
magazines. Distribution of news, entertainment and other information via the internet has become increasingly
popular over the past several years, and viewing news, entertainment and other content on a personal or tablet
computer, smart phone or other device has become increasingly popular as wel . Accordingly, advertisers have
started to partly shift advertising budgets from traditional print media to online media. Gruner + Jahr has taken
various steps to diversify its advertising vehicles, including relaunching certain websites and expanding its
existing online content. However, Gruner + Jahr's strategies for achieving sustained revenue growth may not
be sufficient to offset revenue losses resulting from a continued shift in advertising over the long term from print
to other media. In addition, Gruner + Jahr has identified the risk that income in the distribution market
(amendment of the German Federal Data Protection Act) and in the advertisement market (possible advertising
restrictions in the automotive, food and print advertisement sectors) may be threatened at both national and
European level. An increasing spread of digital end devices which is resulting in a decline in printed media
could lead to declining circulations with a negative impact on earnings. There are further risks associated with
rising material prices in particular for paper that cannot be passed on to customers.
The ongoing digitisation is resulting in an increasing fragmentation of RTL Group's markets as audiences wil
have more choice (for example through online platforms) and, at the same time, the market-entry barriers are
being lowered. The possible risks of this for RTL Group are decreasing audience shares and, ultimately, lower
advertising revenues. These changes may have negative effects on the advertising revenues of the RTL Group
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