Obligation Volkswagon 3.875% ( XS0968913268 ) en EUR

Volkswagon

100 % ▼

Allemagne

XS0968913268 ( en EUR )

3.875% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Volkswagen XS0968913268 en EUR 3.875%, échue

100 000 EUR

1 250 000 000 EUR

Volkswagen est un constructeur automobile allemand, l'un des plus grands fabricants mondiaux de véhicules, produisant un large éventail de voitures, de SUV et de véhicules utilitaires, sous plusieurs marques dont Audi, Porsche, Skoda et SEAT.

Le conglomérat automobile allemand Volkswagen AG, acteur majeur de l'industrie mondiale et émetteur de nombreux instruments financiers, a récemment procédé au remboursement intégral de son obligation perpétuelle référencée sous le code ISIN XS0968913268, marquant la fin de cette ligne de dette émise en euros depuis l'Allemagne. Structurée initialement comme une obligation perpétuelle, sans date de maturité fixe, cette émission a été remboursée par anticipation à sa valeur nominale de 100%, assurant aux porteurs le retour complet de leur capital investi. L'obligation offrait un taux d'intérêt annuel fixe de 3,875% et représentait une taille totale d'émission de 1,25 milliard d'euros, avec une taille minimale de souscription de 100 000 euros, la rendant principalement accessible aux investisseurs institutionnels ou qualifiés.

Prospectus dated August 30, 2013
Volkswagen International Finance N.V.
(public limited liability corporation (naamloze vennootschap) under the laws of The Netherlands)
EUR 1,250,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2018
Issue Price: 99.213%
EUR 750,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2023
Issue Price: 98.880%
guaranteed on a subordinated basis by
Volkswagen Aktiengesellschaft
(a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany)
Volkswagen International Finance N.V. (the "Issuer" or "VIF") will issue EUR 1,250,000,000 in aggregate principal amount of undated subordinated notes
subject to interest rate reset with a first call date on September 4, 2018 (the "NC5 Notes") and EUR 750,000,000 in aggregate principal amount of undated
subordinated notes subject to interest rate reset with a first call date on September 4, 2023 (the "NC10 Notes" and, together with the NC5 Notes, the
"Notes") in a denomination of EUR 1,000 each on September 4, 2013 (the "Issue Date") at an issue price of 99.213% of their principal amount in respect of
the NC5 Notes and 98.880% of their principal amount in respect of the NC10 Notes (the "Offering"). The Notes are unconditionally and irrevocably guaran-
teed, on a subordinated basis, by Volkswagen Aktiengesellschaft (the "Guarantor" or "VWAG" and together with its consolidated subsidiaries, the
"Volkswagen Group").
The NC5 Notes shall bear interest on their principal amount (i) from and including September 4, 2013 (the "NC5 Interest Commencement Date") to but
excluding September 4, 2018 (the "NC5 First Call Date") at a rate of 3.875% per annum; (ii) from and including the NC5 First Call Date to but excluding
September 4, 2023 (the "First NC5 Step-up Date") at the relevant 5-year swap rate for the relevant Reset Period (as defined herein) plus a margin of 270
basis points per annum (no step-up); (iii) from and including the First NC5 Step-up Date to but excluding September 4, 2038 (the "Second NC5 Step-up
Date") at the relevant 5-year swap rate for the relevant Reset Period plus a margin of 295 basis points per annum (including a 25 basis points step-up); and
(iv) from and including the Second NC5 Step-up Date to but excluding the date on which the Issuer redeems the Notes in whole at the relevant 5-year swap
rate for the relevant Reset Period plus a margin of 370 basis points per annum (including a further 75 basis points step-up). During each such period interest is
scheduled to be paid annually in arrear on September 4 of each year (each an "Interest Payment Date"), commencing on September 4, 2014.
The NC10 Notes shall bear interest on their principal amount (i) from and including September 4, 2013 (the "NC10 Interest Commencement Date") to but
excluding September 4, 2023 (the "NC10 First Call Date") at a rate of 5.125% per annum; (ii) from and including the NC10 First Call Date to but excluding
September 4, 2043 (the "Second NC10 Step-up Date") at the relevant 10-year swap rate for the relevant Reset Period plus a margin of 335 basis points per
annum (including a 25 basis points step-up); and (iii) from and including the Second NC10 Step-up Date to but excluding the date on which the Issuer redeems
the Notes in whole at the relevant 10-year swap rate for the relevant Reset Period plus a margin of 410 basis points per annum (including a further 75 basis
points step-up). During each such period interest is scheduled to be paid annually in arrear on September 4 of each year (each an "Interest Payment Date"),
commencing on September 4, 2014.
The Issuer is entitled to defer payments of interest on any Interest Payment Date (as defined in the Terms and Conditions) ("Arrears of Interest") and may
pay such Arrears of Interest voluntarily at any time, but only has to pay such Arrears of Interest under certain circumstances as laid out in the terms and con-
ditions of the NC5 Notes (the "NC5 Note Terms and Conditions") or the terms and conditions of the NC10 Notes (the "NC10 Note Terms and Con-
ditions" and, together with the NC5 Note Terms and Conditions, the "Terms and Conditions"), as applicable.
Each issue of the Notes is redeemable in whole but not in part at the option of the Issuer at their principal amount plus accrued and unpaid interest and upon payment
of any outstanding Arrears of Interest on the NC5 First Call Date for the NC5 Notes and on the NC10 First Call Date for the NC10 Notes and on any respective Inter-
est Payment Date thereafter. The Issuer may also redeem each issue separately in whole but not in part at any time before the respective first call dates following a
Rating Event, an Accounting Event, a Tax Deductibility Event or a Gross-up Event at the Early Redemption Amount (each as defined in the applicable Terms and
Conditions). Additionally the Issuer may redeem each issue separately, in whole but not in part, if any of the Issuer, the Guarantor or any of the Guarantor's sub-
sidiaries has, severally or jointly, purchased or redeemed at least 80% of the originally issued aggregate principal amount of the Notes of such issue.
Each of the Notes will initially be represented by a temporary global note, without interest coupons, which will be exchangeable in whole or in part for a perma-
nent global note without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Notes are
issued in bearer form with a denomination of EUR 1,000 each.
The Notes are rated BBB by Standard & Poor's Ratings Services ("S&P") and Baa2 by Moody's Investors Service Ltd. ("Moody's" and, together with S&P,
the "Rating Agencies"). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time
by the assigning rating organization. As of the date of this Prospectus, each of the Rating Agencies is a credit rating agency established in the European Union
and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (as amend-
ed) (the "CRA Regulation"). In general, European regulated investors are restricted from using a credit rating for regulatory purposes if such credit rating is
not issued by a rating agency established in the European Union and registered under the CRA Regulation. A list of credit rating agencies registered under the
CRA Regulation is available for viewing at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 as amended from time to time (the "Prospectus Directive"). This Prospectus, any supplement thereto and all documents
incorporated by reference will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and will be available free of
charge at the specified office of the Issuer.
This Prospectus has been approved by the CSSF in its capacity as competent authority under the Luxembourg Prospectus Law. By approving this Prospectus,
CSSF gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer. The Issuer will prepare and
make available an appropriate supplement to this Prospectus if at any time the Issuer will be required to prepare a prospectus supplement pursuant to
Article 13 of the Luxembourg Prospectus Law. The Issuer has requested CSSF to provide the competent authorities in the Federal Republic of Germany
("Germany"), the Republic of Austria ("Austria"), The Netherlands, the United Kingdom and the Republic of Ireland ("Ireland") and may request CSSF to
provide competent authorities in additional host Member States within the European Economic Area with a certificate of approval attesting that the Pro-
spectus has been drawn up in accordance with the Luxembourg Prospectus Law.
Prospective investors should be aware that an investment in the Notes involves a risk and that, if certain risks, in particular those described under
"Risk Factors" occur, the investors may lose all or a very substantial part of their investment.
This document does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation is unlawful. The
Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax
law requirements. Subject to certain 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 the offering and sale of the Notes and on the distribution of this document, see "Selling Restrictions" below.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the Official List of the Luxembourg Stock Exchange (the "Official
List") and to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market. The Luxembourg Stock Exchange's Regulated Market is a regu-
lated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on Markets in Financial Instruments, as
amended.
Joint Bookrunners
B of A Merrill Lynch
Citigroup
Commerzbank
Goldman Sachs International
The date of this Prospectus is August 30, 2013

The Issuer and the Guarantor accept responsibility for the information contained in this Prospectus and relat-
ing to the Notes. To the best of the knowledge and belief of the Issuer and the Guarantor (having taken all
reasonable care to ensure that such is the case) the information contained in this Prospectus is in accord-
ance with the facts and does not omit anything likely to affect the import of such information.
This Prospectus is to be read in conjunction with any supplement hereto and with all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Pro-
spectus should be read and construed on the basis that such documents are incorporated and form part of
the Prospectus.
This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other
than the Notes offered hereby and does not constitute an offer to sell or a solicitation of an offer to buy any
Notes offered hereby to any person in any jurisdiction in which it is unlawful to make any such offer or solic-
itation to such person.
Merrill Lynch International, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft and Gold-
man Sachs International (together, the "Joint Bookrunners" or the "Managers") expressly do not under-
take to review the financial condition or affairs of the Issuer during the term of the Notes or to advise any
investor in the Notes of any information coming to their attention. No Manager accepts any liability or
makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the
information contained or incorporated by reference in this Prospectus or any other information provided by
the Issuer in connection with the Offering, and nothing in this Prospectus is, or shall be relied upon as, a
promise or representation by the Managers.
To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents
of this Prospectus or for any other statement, made or purported to be made by a Manager or on its behalf
in connection with the Issuer, the Guarantor, or the issue and offering of the Notes. Each Manager accord-
ingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above)
which it might otherwise have in respect of this Prospectus or any such statement.
Only persons authorized in this Prospectus are entitled to use the Prospectus in connection with the Offer-
ing.
The delivery of this Prospectus at any time after the date hereof shall not, under any circumstances, create
any implication that there has been no change in the affairs of the Volkswagen Group since the date hereof
or that the information set out in this Prospectus is correct as at any time since its date. No person is or has
been authorized by the Issuer to give any information or to make any representation not contained in or not
consistent with this Prospectus or any other information supplied in connection with the Offering and, if
given or made, such information or representation must not be relied upon as having been authorized by
the Issuer or any of the Managers.
Neither this Prospectus nor any other information supplied in connection with the Offering (a) is intended to
provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the
Issuer or any of the Managers that any recipient of this Prospectus or any other information supplied in
connection with the Offering should purchase any Notes. 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. Neither this Prospectus nor any other information supplied
in connection with the Offering constitutes an offer or invitation by or on behalf of the Issuer or any of the
Managers to any person to subscribe for or to purchase any Notes.
This Prospectus has been prepared by the Issuer in connection with the Offering solely for the purpose of
enabling a prospective investor to consider the purchase of the Notes and to comply with the listing
requirements of the regulated market of the Luxembourg Stock Exchange. In making an investment deci-
sion regarding the Notes offered pursuant to this Prospectus, investors must rely on their own examination
of the Volkswagen Group and the terms of the Offering, including, without limitation, the merits and risks
involved. The Offering is being made solely on the basis of this Prospectus.
Reproduction and distribution of this Prospectus or disclosure or use of the information contained herein for
any purpose other than considering an investment in the Notes is prohibited. The information contained in
this Prospectus has been provided by the Issuer. No representation or warranty, explicit or implied, is made
by the Managers as to the accuracy or completeness of the information set forth herein and nothing con-
tained in this Prospectus is, or shall be relied upon as a promise or representation, whether as to the past or
the future.
The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective
investor should consult its own lawyer, financial adviser or tax adviser for legal, financial or tax advice.
The Issuer, the Guarantor and the Managers do not represent that this Prospectus may be lawfully dis-
tributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other
i

requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsi-
bility for facilitating any such distribution or offering. In particular, subject to the following paragraph, no
action has been taken by the Issuer or the Managers which is intended to permit a public offering of the
Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Subject to the following paragraph, no Notes may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any juris-
diction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Prospectus or any Notes may come must inform themselves about,
and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes.
In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the
United States and the European Economic Area -- see "Selling Restrictions".
This Prospectus contains statements under the captions "Summary", "Risk Factors", and elsewhere which
are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking state-
ments can be identified by the use of forward-looking terminology, including the words "believes",
"estimates", "anticipates", "expects", "intends", "targets", "may", "will", "plans", "continue" or
"should" or, in each case, their negative or other variations or comparable terminology or by discussions of
strategies, plans, objectives, goals, future events or intentions. The forward-looking statements contained
in this Prospectus include certain "targets". These targets reflect goals that the Issuer and all of its sub-
sidiaries is aiming to achieve and do not constitute forecasts.
The Volkswagen Group bases forward-looking statements on its current plans, estimates, projections and
expectations. These statements are based on certain assumptions that, although reasonable at this time,
may prove to be erroneous. Investors should not place undue reliance on these forward-looking state-
ments. Many factors could cause the Volkswagen Group's actual results, performance or achievements to
be materially different from any future results, performance or achievements that may be expressed or
implied by such forward-looking statements.
The forward-looking statements contained in this Prospectus include all matters that are not historical facts
and include statements regarding the Volkswagen Group's intentions, beliefs or current expectations con-
cerning, among other things, the results of operations, financial condition, liquidity, prospects, growth,
strategies and dividend policy and the industry and markets in which the Issuer operates. By their nature,
forward-looking statements involve known and unknown risks and uncertainties because they relate to
events, and depend on circumstances, that may or may not occur in the future. Forward-looking statements
are not guarantees of future performance.
Many factors could cause the actual results, performance or achievements of the Volkswagen Group to be
materially different from any future results, performance or achievements that may be expressed or implied
by such forward-looking statements. Some of these factors are discussed in more detail under "Risk Fac-
tors" below. Should one or more of these risks or uncertainties described in this Prospectus occur, or
should underlying assumptions prove incorrect, actual results may vary materially from those described in
this Prospectus as anticipated, believed, estimated or expected. Neither the Issuer nor the Guarantor has
the intention to or assumes the responsibility for updating the information contained in this Prospectus after
September 4, 2013 if not required in accordance with Article 13 of the Luxembourg Prospectus Law.
This Prospectus contains statements regarding the market position of the Volkswagen Group. Unless speci-
fied otherwise, such statements regarding Volkswagen Group's market or competitive position are based
on Volkswagen Group's internal market research.
Where information has been sourced from a third party, the Issuer and the Guarantor confirm that this
information has been accurately reproduced and that as far the Issuer is aware and is able to ascertain from
information published by that third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Where such information has been included in this Prospectus, the
source is indicated.
The legally binding language of this Prospectus is English. Any part of the Prospectus in the German lan-
guage constitutes a translation, except for the Terms and Conditions in respect of which German is the
legally binding language.
In this Prospectus all references to "", "EUR" or "Euro" are to the currency introduced at the start of the
third stage of the European economic and monetary union, and as defined in Article 2 of Council Regulation
(EC) No. 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
IN CONNECTION WITH THE ISSUE OF THE NOTES, CITIGROUP GLOBAL MARKETS LIMITED (THE
"STABILIZING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILIZING MANAG-
ER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
ii

MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR ANY
PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT
MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR ANY PERSON ACTING ON BEHALF OF
THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
iii

CONTENTS
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
German Translation of the Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Terms and Conditions of the NC5 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Terms and Conditions of the NC10 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Guarantee for the NC5 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
Guarantee for the NC10 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
Description of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
Description of the Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
Recent Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
Description of Rules Regarding Resolutions of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
Offer, Sale and Subscription of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140
Glossary of Abbreviations and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-1
Statements Pursuant to Commission Regulation (EC) No 809/2004 of 29 April 2004 . . . . . . . . . . . . . . . . . . . .
S-1
iv

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 securities and issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of "not applicable".
Section A Introduction and warnings
A.1
Warnings
Warning that:
·
the Summary should be read as an introduction to the Pro-
spectus.
·
any decision to invest in the Notes should be based on consid-
eration 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.
·
civil liability attaches only to the Issuer who has 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 Pro-
spectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent by the issuer to
The Issuer consents to the use of the Prospectus by all credit
the
use
of
the
Pro-
institutions licensed in accordance with Art 4 number 1 of Directive
spectus
by
financial
2006/48/EC to trade securities in Germany, Austria, the Netherlands,
intermediaries
the United Kingdom and Ireland (each a "Financial Intermediary")
(general consent) and accepts responsibility for the content of the
Prospectus also with respect to subsequent resale or final place-
ment of the Notes by any Financial Intermediary which was given
consent to use the Prospectus; an exceeding liability of the Issuer is
excluded.
Indication of the period
The subsequent resale or final placement of the Notes by Financial
for which the consent to
Intermediaries can be made from the later of the time of effective-
use the Prospectus is
ness of the notifications (passporting) of the Prospectus into the
given
eligible jurisdictions and August 30, 2013 until September 4, 2013
(being the date of issuance of the Notes).
Any
other
clear
and
Financial Intermediaries may use the Prospectus for subsequent
objective
conditions
resale or final placement of the Notes in Germany, Austria, the
attached to the consent
Netherlands, the United Kingdom and Ireland during the offer peri-
which are relevant for
od. However, the Issuer may revoke or limit its consent at any
the
use
of
the
Pro-
time, whereby such revocation requires a supplement to the Pro-
spectus
spectus.
Any Financial Intermediary using the Prospectus has to state
on its website that it uses the Prospectus in accordance with
the consent and the conditions attached thereto.
Notice to investors
In the event of an offer being made by a Financial Interme-
diary, this Financial Intermediary will provide information to
investors on the terms and conditions of the offer at the time
the offer is made.
1

Section B Issuer
B.1
Legal
and
commercial
Volkswagen International Finance N.V. ("VIF") is both the legal and
name
commercial name.
B.2
Domicile,
legal
form,
VIF is a stock corporation incorporated under the laws of and domi-
legislation,
country
of
ciled in The Netherlands.
incorporation
B.4b
Description
of
any
The financial crisis which started in 2007 passed into a sovereign
known trends affecting
debt crisis. This financial and sovereign debt crisis and the follow-
the
Issuer
and
the
ing economic crisis led to a historically low interest rate level. The
industries
in
which
it
Issuer does not anticipate a significant change in the overall eco-
operates
nomic conditions and thus expects the general interest rate level to
remain low.
B.5
Description of the Group
VIF is part of the Volkswagen Group which consists of numerous
and the Issuer's position
subsidiaries and affiliates in Germany and overseas.
within the Group
Its legal shareholders are VWAG and Global Automotive B.V.
("Global BV"). VIF itself has subsidiaries which it directly or
indirectly owns.
B.9
Profit forecast/estimate
Not applicable; no profit forecast or estimate is made.
B.10
Qualifications
in
the
Not applicable; PricewaterhouseCoopers Accountants N.V. audited
audit
report
on
the
the non-consolidated financial statements of VIF for the years
historical
financial
ended on December 31, 2012 and 2011 and gave their unqualified
information
opinion for each year.
B.12
Selected historical key
Six months ended
Year ended
June 30
December 31
financial information
2013
2012
2012
2011
(unaudited)
(audited)
in million
Key Financial Information (Dutch GAAP)
Balance Sheet Total . . . . . . . . . . . . . . . . .
34,456
23,598 29,449 18,156
Participations . . . . . . . . . . . . . . . . . . . . . . .
3,903
4,282
4,343
4,507
Receivables from loans granted to
Group companies and Joint
Ventures . . . . . . . . . . . . . . . . . . . . . . . . .
30,003
19,211 24,833 13,532
Total Equity . . . . . . . . . . . . . . . . . . . . . . . .
4,794
6,034
4,994
5,084
Liabilities from funding activities . . . . . . .
29,304
17,295 24,068 12,629
Financial result . . . . . . . . . . . . . . . . . . . . .
12
10
19
24
Result from participations . . . . . . . . . . . .
890
945
999
1,414
Result before tax . . . . . . . . . . . . . . . . . . . .
902
955
1,019
1,438
Result after tax . . . . . . . . . . . . . . . . . . . . .
899
952
1,013
1,432
Net cash flow current year . . . . . . . . . . . .
N/A
N/A
147
103
Audited Information extracted from VIF's Financial report 2012 and
Financial report 2011. Unaudited information extracted from VIF's
Financial report June 2013 and Financial report June 2012.
No
material
adverse
There has been no material adverse change in the prospects of the
change/
significant
Issuer since December 31, 2012.
changes in financial or
trading position
Not applicable; there has been no significant change in the financial
or trading position of the Issuer since June 30, 2013.
B.13
Recent events to a mate-
Not applicable, as no recent event was to a material extent relevant
rial extent relevant to
to evaluate the Issuer's solvency.
the
evaluation
of
the
Issuer's solvency
2

B.14
Dependency of the Issuer
Please read Element B.5 together with the information below.
Legal Shareholders of VIF are VWAG and Global BV. VIF is depend-
ent upon its shareholders. In 2006, VWAG and Global BV con-
cluded a Limited Partnership Agreement, thus forming Global CV,
and contributed the economic rights on their shares to Global CV.
B.15
Principal activities
The main activities of VIF are financing Group companies and acting
as a holding company.
B.16
Controlling interest over
VIF is directly controlled by Global CV, indirectly controlled by Volks-
the Issuer
wagen Aktiengesellschaft and ultimately controlled by Porsche
Automobil Holding SE, Stuttgart.
B.17
Ratings
Not applicable; VIF is not rated.
B.18
Nature and scope of the
VWAG guarantees unconditionally and irrevocably the due payment
guarantee
of the amounts corresponding to the principal of and interest on, if
any, the Notes issued by VIF.
The obligations of the Guarantor under the Guarantee rank:
(i) senior only to the ordinary shares and preferred shares of the
Guarantor and certain equally ranked present and future obligations
of the Guarantor, (ii) pari passu with any present and future obliga-
tions of the Guarantor which rank or are expressed to rank pari
passu, and (iii) junior to the Guarantor's unsubordinated obligations,
contractually and statutorily subordinated obligations except as
expressly provided for otherwise by the terms of the relevant obli-
gation, and subordinated obligations required to be preferred by
law.
B.19
Legal
and
commercial
Volkswagen Aktiengesellschaft ("VWAG") is both the legal and
B.1
name
commercial name.
B.19
Domicile,
legal
form,
VWAG
is
a
German
stock
corporation
(Aktiengesellschaft)
B.2
legislation,
country
of
incorporated under the laws of and domiciled in the Federal Repub-
incorporation
lic of Germany.
B.19
Description
of
any
The markets in which the Group's brands operate are becoming
B.4b
known trends affecting
increasingly challenging, particularly in Western Europe. The devel-
the Guarantor and the
opment of the automotive sector remains dependent on global
industries
in
which
it
economic developments, which continue to be shrouded in
operates
considerable uncertainty. The financial markets still entail risks
resulting above all from the strained debt situation of many coun-
tries.
Growth in the global market for passenger cars is also likely to be
weaker in full-year 2013 than in the previous year.
Challenges will come from the difficult market environment and
increasingly fierce competition as well as interest rate and
exchange rate volatility and considerable fluctuations in raw materi-
als prices.
B.19
Description of the Group
VWAG is the ultimate parent company of the Volkswagen Group,
B.5
and
the
Guarantor's
which consists of numerous subsidiaries and affiliates in Germany
position
within
the
and overseas
Group
B.19
Profit forecast/estimate
Not applicable; no profit forecast or estimate is made.
B.9
B.19
Qualifications
in
the
Not
applicable;
PricewaterhouseCoopers
Aktiengesellschaft
B.10
audit
report
on
the
Wirtschaftsprüfungsgesellschaft audited the unconsolidated finan-
historical
financial
cial statements of VWAG as of and for the year ended
information
31 December 2012, as well as the consolidated financial state-
ments of VWAG as of and for the years ended 31 December 2012
and 31 December 2011, and issued in each case an unqualified
auditor's report (Bestätigungsvermerk).
3

B.19
Selected historical key
Q2
H1
B.12
financial information
Financial Data (IFRSs),
million
2013
20121
%
2013
20121
%
Sales revenue . . . . . . . . . . . . . . . 52,122 48,052
+8.5 98,687 95,378
+3.5
Operating profit . . . . . . . . . . . . . . 3,437 3,375
+1.8 5,780 6,540
11.6
as a percentage of sales
revenue . . . . . . . . . . . . . . . . .
6.6
7.0
5.9
6.9
Profit before tax . . . . . . . . . . . . . . 3,932 5,842
32.7 6,620 10,090
34.4
as a percentage of sales
revenue . . . . . . . . . . . . . . . . .
7.5
12.2
6.7
10.6
Profit after tax . . . . . . . . . . . . . . . 2,847 5,699
50.1 4,793 8,847
45.8
Profit attributable to
shareholders of Volkswagen
AG . . . . . . . . . . . . . . . . . . . . . . . 2,832 5,666
50.0 4,858 8,794
44.8
Cash flows from operating
activities . . . . . . . . . . . . . . . . . . 2,434
906
x 4,984 2,360
x
Cash flows from investing
activities attributable to
operating activities . . . . . . . . . . 3,340 2,208 +51.3 5,769 4,940
+16.8
Automotive Division2
EBITDA3 . . . . . . . . . . . . . . . . . . 5,589 5,208
+7.3 10,114 10,346
2.2
Cash flows from operating
activities . . . . . . . . . . . . . . . . 4,904 3,810 +28.7 8,431 6,752
+24.9
Cash flows from investing
activities attributable to
operating activities4 . . . . . . . 3,259 2,230 +46.2 7,201 4,753
+51.5
of which: investments in
property, plant and
equipment . . . . . . . . . . . . . . 2,252 1,704 +32.1 3,924 3,400
+15.4
as a percentage of sales
revenue . . . . . . . . . . . . . . .
4.9
4.0
4.5
4.0
capitalized development
costs . . . . . . . . . . . . . . . . .
957
590 +62.1 1,635 1,055
+55.0
as a percentage of sales
revenue . . . . . . . . . . . . . . .
2.1
1.4
1.9
1.2
Net cash flow . . . . . . . . . . . . . . . . 1,645 1,581
+4.0 1,231 1,999
38.4
Net liquidity at June 30 . . . . . . . .
11,313 14,863
23.9
1
Prior-year figures adjusted to reflect application of IAS 19R.
2
Including allocation of consolidation adjustments between the Automotive
and Financial Services divisions.
3
Operating profit plus net depreciation/amortization and impairment losses/
reversals of impairment losses on property, plant and equipment, cap-
italized development costs, leasing and rental assets, goodwill and finan-
cial assets as reported in the cash flow statement.
4
Excluding acquisition and disposal of equity investments: Q2 3,157 mil-
lion ( 2,242 million), H1 5,365 million ( 4,354 million).
Information unaudited, extracted from the Half-Yearly Financial
Report January-June 2013 of VWAG.
Financial Data (IFRSs), million
2012
2011
%
Sales revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,676 159,337
+20.9
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,510
11,271
+2.1
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,492
18,926
+34.7
Profit after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,884
15,799
+38.5
Profit attributable to shareholders of
Volkswagen AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,717
15,409
+40.9
Cash flows from operating activities . . . . . . . . . . . . . .
7,209
8,500
15.2
Cash flows from investing activities attributable to
operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .
16,840
16,002
+5.2
Automotive Division1
EBITDA2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,906
17,815
+11.7
Cash flows from operating activities . . . . . . . . . . . .
16,232
17,109
5.1
Cash flows from investing activities attributable to
operating activities3 . . . . . . . . . . . . . . . . . . . . . . . .
16,455
15,998
+2.9
of which: investments in property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,271
7,929
+29.5
as a percentage of sales revenue . . . . . . . . . .
5.9
5.6
capitalized development costs . . . . . . . . . . . . .
2,615
1,666
+56.9
as a percentage of sales revenue . . . . . . . . . .
1.5
1.2
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223
1,112
x
Net liquidity at December 31 . . . . . . . . . . . . . . . . . .
10,573
16,951
37.6
4

1
Including allocation of consolidation adjustments between the Automotive
and Financial Services divisions.
2
Operating profit plus net depreciation/amortization and impairment losses/
reversals of impairment losses on property, plant and equipment, cap-
italized development costs, leasing and rental assets, goodwill and finan-
cial assets as reported in the cash flow statement.
3
Excluding acquisition and disposal of equity investments: 12,528 million
( 9,371 million).
Information audited, extracted from the annual report 2012 of
VWAG.
A statement that there
There has been no material adverse change in the prospects of
has
been
no
material
VWAG since December 31, 2012.
adverse change in the
prospects of the Guaran-
tor since the date of its
last
published
audited
financial statements or a
description
of
any
material adverse change
A
description
of
sig-
Not applicable; there has been no significant change in the financial
nificant changes in the
or trading position of VWAG since June 30, 2013.
financial or trading posi-
tion subsequent to the
period covered by the
historical
financial
information
B.19
Recent Events
Control and Profit and Loss Transfer Agreement Approved
B.13
At the company's Annual General Meeting on June 6, 2013, the
shareholders of MAN SE agreed to the conclusion of the control
and profit and loss transfer agreement between Truck & Bus
GmbH and MAN SE. The agreement was entered in the commer-
cial register on July 16, 2013, and has been effective since that
date. Truck & Bus GmbH is a wholly-owned subsidiary of Volkswa-
gen AG. The control and profit and loss transfer agreement is
designed to enable Volkswagen and MAN to strengthen and sim-
plify their cooperation, increasing the competitiveness of both
companies.
By way of a letter dated July 25, 2013, the Munich Regional Court
(I) served Truck & Bus GmbH, a wholly owned subsidiary of Volks-
wagen AG, with an application in accordance with section 1 no. 1
of the Spruchverfahrensgesetz (SpruchG -- German Act on
Appraisal Proceedings) for judicial review of the appropriateness of
the cash settlement in accordance with section 305 of the
Aktiengesetz (AktG -- German Stock Corporation Act) and the cash
compensation in accordance with section 304 of the AktG for the
noncontrolling interest shareholders of MAN SE. In the appraisal
proceedings, the obligation vis-à-vis the noncontrolling interest
shareholders will be reassessed. The expected present value of the
minimum statutory interest rate in accordance with section 305 of
the AktG must be recognized as a liability. Assuming the appraisal
proceedings take seven years, this is to impact the financial result
by 0.5 billion. It is not currently possible to predict the exact dura-
tion of the proceedings.
5