Obligation Volkswagon 4.625% ( XS1048428442 ) en EUR

Volkswagon

99.86 % ▼

Allemagne

XS1048428442 ( en EUR )

4.625% par an ( paiement annuel )

31/12/2019 - Obligation échue

Prospectus brochure de l'obligation Volkswagen XS1048428442 en EUR 4.625%, échue

1 000 EUR

1 750 000 000 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.

L'Obligation émise par Volkswagon ( Allemagne ) , en EUR, avec le code ISIN XS1048428442, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/12/2019

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 2021
Issue Price: 99.246%
EUR 1,750,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2026
Issue Price: 98.876%
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 sub-
ordinated notes subject to interest rate reset with a first call date on March 24, 2021 (the "NC7 Notes") and EUR 1,750,000,000 in
aggregate principal amount of undated subordinated notes subject to interest rate reset with a first call date on March 24, 2026 (the "NC12
Notes" and, together with the NC7 Notes, the "Notes") in a denomination of EUR 1,000 each on March 24, 2014 (the "Issue Date") at an
issue price of 99.246% of their principal amount in respect of the NC7 Notes and 98.876% of their principal amount in respect of the NC12
Notes (the "Offering"). The Notes are unconditionally and irrevocably guaranteed, on a subordinated basis, by VOLKSWAGEN AKTIENGE-
SELLSCHAFT (the "Guarantor" or "VWAG" and together with its consolidated subsidiaries, the "Volkswagen Group").
The NC7 Notes shall bear interest on their principal amount (i) from and including March 24, 2014 (the "NC7 Interest Commencement
Date") to but excluding March 24, 2021 (the "NC7 First Call Date") at a rate of 3.75% per annum; (ii) from and including the NC7 First Call
Date to but excluding March 24, 2024 (the "First NC7 Step-up Date") at the relevant 7-year swap rate for the relevant Reset Period (as
defined herein) plus a margin of 253.4 basis points per annum (no step-up); (iii) from and including the First NC7 Step-up Date to but exclud-
ing March 24, 2041 (the "Second NC7 Step-up Date") at the relevant 7-year swap rate for the relevant Reset Period plus a margin of
278.4 basis points per annum (including a 25 basis points step-up); and (iv) from and including the Second NC7 Step-up Date to but exclud-
ing the date on which the Issuer redeems the Notes in whole at the relevant 7-year swap rate for the relevant Reset Period plus a margin of
353.4 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 March 24 of each year (each an "Interest Payment Date"), commencing on March 24, 2015.
The NC12 Notes shall bear interest on their principal amount (i) from and including March 24, 2014 (the "NC12 Interest Commencement
Date") to but excluding March 24, 2026 (the "NC12 First Call Date") at a rate of 4.625% per annum; (ii) from and including the NC12 First
Call Date to but excluding March 24, 2046 (the "Second NC12 Step-up Date") at the relevant 12-year swap rate for the relevant Reset
Period plus a margin of 296.7 basis points per annum (including a 25 basis points step-up); and (iii) from and including the Second NC12
Step-up Date to but excluding the date on which the Issuer redeems the Notes in whole at the relevant 12-year swap rate for the relevant
Reset Period plus a margin of 371.7 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 March 24 of each year (each an "Interest Payment Date"), commencing on March 24, 2015.
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 circum-
stances as laid out in the terms and conditions of the NC7 Notes (the "NC7 Note Terms and Conditions") or the terms and conditions of
the NC12 Notes (the "NC12 Note Terms and Conditions" and, together with the NC7 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 NC7 First Call Date for the NC7 Notes and on the NC12 First Call
Date for the NC12 Notes and on any respective Interest 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 subsidiaries 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 permanent 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 expected to be 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 Euro-
pean Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended) (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 Par-
liament and of the Council of 4 November 2003 as amended from time to time (the "Prospectus Directive"). This Prospectus, any supple-
ment 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. As provided
in Article 7(7) of the Luxembourg Prospectus Law, by approving this Prospectus, the CSSF does not give any undertaking as to the econom-
ical and financial soundness of the operation or the quality or solvency of the Issuer. The Issuer will prepare and make available an appro-
priate 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 Prospectus 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 solic-
itation 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 deliv-
ered 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 regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the
Council of April 21, 2004 on Markets in Financial Instruments, as amended.
Joint Bookrunners
Barclays
Goldman Sachs
HSBC
Société Générale Corporate
International
& Investment Banking
The date of this Prospectus is March 18, 2014

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 the Documents
Incorporated by Reference as defined in "Documents Incorporated by Reference". This Prospectus should
be read and construed on the basis that the Documents Incorporated by Reference 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.
Barclays Bank PLC, Goldman Sachs International, HSBC Bank plc and Société Générale (together, the
"Joint Bookrunners" or the "Managers") expressly do not undertake 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 Offer-
ing, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Manag-
ers.
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
Offering.
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 are 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
March 21, 2014 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 the Volkswagen Group's market or competitive position are
based on the 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, GOLDMAN SACHS INTERNATIONAL (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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
TERMS AND CONDITIONS OF THE NC7 NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
TERMS AND CONDITIONS OF THE NC12 NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
GUARANTEE FOR THE NC7 NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
GUARANTEE FOR THE NC12 NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
DESCRIPTION OF THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF NOTEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . .
131
OFFER, SALE AND SUBSCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132
SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
MARKET AND INDUSTRY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
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 during the Offer
the
use
of
the
Pro-
Period (as defined below) by all credit institutions licensed in accord-
spectus
by
financial
ance with Art 4 number 1 of Directive 2006/48/EC to trade securities
intermediaries
in Luxembourg, Germany, Austria, The Netherlands, the United
Kingdom and/or Ireland (each a "Financial Intermediary") (general
consent).
Indication of the period
The subsequent resale or final placement of the Notes by Financial
for which the consent to
Intermediaries can be made in Luxembourg from the date of the
use
the
Prospectus
is
Prospectus and in Germany, Austria, The Netherlands, the
given
United Kingdom and/or Ireland from the time of effectiveness of
the notifications (passporting) of the Prospectus into the respective
jurisdictions until March 21, 2014 (the "Offer Period").
Any
other
clear
and
Financial Intermediaries may use the Prospectus for subsequent
objective
conditions
resale or final placement of the Notes in Luxembourg, Germany,
attached to the consent
Austria, The Netherlands, the United Kingdom and/or Ireland during
which are relevant for
the offer period. However, the Issuer may revoke or limit its con-
the
use
of
the
Pro-
sent at any time, whereby such revocation requires a supplement
spectus
to the Prospectus.
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 VOLKSWAGEN AKTIENGESELLSCHAFT
("VWAG") and Global VW Automotive B.V. ("Global BV"). VIF
itself currently has subsidiaries which it directly or indirectly owns.
VWAG intends to reorganize VIF by transferring it and its sub-
sidiaries to Volkswagen Finance Luxembourg S.A. ("VFL"), so that
VIF will cease to be a holding company except for minority inter-
ests in a limited number of former subsidiaries. Following the
reorganization, VIF and its former subsidiaries will be direct sub-
sidiaries of VFL, which is a wholly-owned direct subsidiary of
VWAG.
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, 2013 and 2012 and gave their unqualified
information
opinion for each year.
B.12
Selected
historical
key
Year ended
financial information
December 31
2013
2012
(audited)
in EUR million
Key Financial Information (Dutch GAAP)
Balance sheet total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,230 29,449
Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,932
4,343
Receivables from loans granted to Group companies and joint
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,754 24,833
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,807
4,994
Liabilities from funding activities . . . . . . . . . . . . . . . . . . . . . . . . . . 30,827 24,068
Financial result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
19
Result from participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
892
999
Result before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
919
1,019
Result after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
913
1,013
Net cash flow current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
147
Audited information extracted from audited financial statements of
the Issuer as of and for the years ended December 31, 2013 and
2012.
No
material
adverse
Other than the reorganization described in Element B.5, there have
change/
significant
been no material adverse change in the prospects of the Issuer
changes in financial or
since December 31, 2013 and no significant changes in the finan-
trading position
cial or trading position of the Issuer since December 31, 2013.
2

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
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.
As described in Element B.5, VWAG intends to reorganize VIF by
transferring it and its subsidiaries to VFL.
B.15
Principal activities
The main activities of VIF are financing Volkswagen Group compa-
nies and until the reorganization described in Element B.5 has been
completed, acting as a holding company.
B.16
Controlling interest over
VIF is directly controlled by Global CV until the reorganization has
the Issuer
been completed, indirectly controlled by VWAG and ultimately
controlled by Porsche Automobil Holding SE, Stuttgart.
B.17
Ratings
VIF is not rated.
VIF has applied for ratings to be assigned to the Notes by Moody's
and S&P. As of the publication date of the Prospectus, the ratings
expected to be assigned to the Notes are Baa2 by Moody's and
BBB by S&P.
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.
B.19
Legal
and
commercial
VOLKSWAGEN AKTIENGESELLSCHAFT 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 automotive industry remains dependent on global economic
B.4b
known trends affecting
developments. The competition in the international automotive
the Guarantor and the
markets will continue to increase. The markets in which the Volks-
industries
in
which
it
wagen Group's brands operate remain challenging, particularly in
operates
Western Europe. The financial markets still entail risks resulting,
above all, from the strained debt situation of many countries. Chal-
lenges for the Volkswagen Group will come from the difficult
market environment and fierce competition, as well as interest rate
and exchange rate volatility and fluctuations in raw materials 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
December 31, 2013, as well as the consolidated financial state-
ments of VWAG as of and for the years ended December 31, 2013
and December 31, 2012, and issued in each case an unqualified
auditor's report (Bestätigungsvermerk).
3

B.19
Selected
historical
key
Financial Data (IFRSs), EUR million
2013
20121
%
B.12
financial information
Sales revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197,007 192,676
+2.2
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,671
11,498
+1.5
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,428
25,487
51.2
Profit after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,145
21,881
58.2
Profit attributable to shareholders of
Volkswagen AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,066
21,712
58.2
Cash flows from operating activities . . . . . . . . . . . . . .
12,595
7,209
+74.7
Cash flows from investing activities attributable to
operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,936
16,840
11.3
Automotive Division2
EBITDA3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,594
19,895
+3.5
Cash flows from operating activities . . . . . . . . . . . .
20,612
16,232
+27.0
Cash flows from investing activities attributable to
operating activities4 . . . . . . . . . . . . . . . . . . . . . . . .
16,199
16,455
1.6
of which: investments in property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,040
10,271
+7.5
as a percentage of sales revenue . . . . . . . . . . . . . . .
6.3
5.9
capitalized development costs . . . . . . . . . . . . . . . . .
4,021
2,615
+53.8
as a percentage of sales revenue . . . . . . . . . . . . .
2.3
1.5
Net cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,413
223
x
Net liquidity at December 31 . . . . . . . . . . . . . . . . . .
16,869
10,573
+59.5
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: EUR 14,497 mil-
lion (2012: EUR 12,528 million).
Audited information extracted from VWAG's audited consolidated
financial statements as of and for the year ended December 31,
2013.
A statement that there
Not applicable. There has been no material adverse change in the
has
been
no
material
prospects of VWAG since December 31, 2013. There have been no
adverse change in the
significant changes in the financial or trading position of VWAG
prospects of the Guaran-
since December 31, 2013.
tor since the date of its
last
published
audited
financial statements or a
description
of
any
material adverse change
B.19
Dependence upon other
Please read Element B.19 B.5 together with the information below.
B.14
entities
within
the
Not applicable, VWAG is the parent company of the Volkswagen
group; description of the
Group.
Group and the Guaran-
tor's position within the
Group
B.19
Principal activities
The main activities of the Volkswagen Group are concentrated in
B.15
the Automotive and Financial Services Divisions. The Automotive
Division develops, manufactures and sells vehicles. The Financial
Services Division combines dealer and customer financing, leasing,
banking and insurance activities, fleet management and mobility
offerings.
B.19
Controlling interest over
Porsche Automobil Holding SE, Stuttgart holds 50.73% of the vot-
B.16
the Guarantor
ing rights of VWAG.
4

B.19
Ratings
Volkswagen AG
B.17
2013
2012
2011
Standard & Poor's
short-term . . . . . . . . . . . . . . . . . . . . . . . . .
A-2
A-2
A-2
long-term . . . . . . . . . . . . . . . . . . . . . . . . .
A-
A-
A-
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . positive positive
stable
Moody's Investors Service
short-term . . . . . . . . . . . . . . . . . . . . . . . . .
P-2
P-2
P-2
long-term . . . . . . . . . . . . . . . . . . . . . . . . .
A3
A3
A3
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . positive positive positive
Standard & Poor's Ratings Services ("S&P") and Moody's Invest-
ors Service Ltd. ("Moody's") are established in the European
Community and are registered under Regulation (EC) No 1060/2009
of the European Parliament and of the Council of 16 September
2009 on credit rating agencies, amended by Regulation (EU) No
513/2011 of the European Parliament and of the Council of
11 March 2011. The European Securities and Markets Authority
publishes
on
its
website
(www.esma.europa.eu/page/List-
registered-and-certified-CRAs) a list of credit rating agencies regis-
tered in accordance with the CRA Regulation. That list is updated
within five working days following the adoption of a decision under
Article 16, 17 or 20 CRA Regulation. The European Commission
shall publish that updated list in the Official Journal of the European
Union within 30 days following such update.
Section C Securities
C.1
Type and class, identi-
EUR 1,250,000,000 undated notes subject to interest rate reset
fication
with a first call date on March 24, 2021 (the "NC7 Notes"):
ISIN: XS1048428012
Common Code: 104842801
EUR 1,750,000,000 undated notes subject to interest rate reset
with a first call date on March 24, 2026 (the "NC12 Notes" and
together with the NC7 Notes, the "Notes"):
ISIN: XS1048428442
Common Code: 104842844
C.2
Currency
Euro
C.5
Restrictions on free trans-
Not applicable; there are no restrictions on free transferability of
ferability
Notes in the European Economic Area.
C.8
Rights, ranking and limi-
The Notes entitle Noteholders, in particular, to the interest pay-
tations
to
the
rights
ments described in Element C.9.
attached to the Notes
The Issuer's obligations under the Notes constitute subordinated
and unsecured obligations of the Issuer and in the event of the
winding-up, dissolution or liquidation of the Issuer rank (i) senior
only to the share capital of the Issuer and certain equivalent pres-
ent and future obligations of the Issuer, (ii) pari passu with any
present and future obligations of the Issuer which rank or are
expressed to rank pari passu, and (iii) junior to all other present and
future
obligations
of
the
Issuer,
whether
subordinated
or
unsubordinated, except as otherwise provided by mandatory provi-
sions of law or as expressly provided for by the terms of the rele-
vant instrument.
5