Obligation Volksfinance Intl N.V. 1.625% ( XS1167667283 ) en EUR

Volksfinance Intl N.V.

100 % ▲

Allemagne

XS1167667283 ( en EUR )

1.625% par an ( paiement annuel )

16/01/2030 - Obligation échue

Prospectus brochure de l'obligation Volkswagen Intl Finance N.V XS1167667283 en EUR 1.625%, échue

1 000 EUR

1 000 000 000 EUR

Volkswagen International Finance N.V. est une filiale de Volkswagen AG qui fournit des services financiers, notamment le financement et le leasing de véhicules, à des clients et concessionnaires dans le monde entier.

L'Obligation émise par Volksfinance Intl N.V. ( Allemagne ) , en EUR, avec le code ISIN XS1167667283, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/01/2030

8 May 2015
This document constitutes seven base prospectuses for the purposes of Article 5.4 of Directive
2003/71/EC, as amended ("Prospectus Directive"): (i) the base prospectus of Volkswagen
Aktiengesel schaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the
Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended ("Non-Equity Securities"),
(i ) the base prospectus of Volkswagen International Finance N.V. in respect of Non-Equity Securities,
(i i) the base prospectus of VW Credit, Inc. in respect of Non-Equity Securities, (iv) the base
prospectus of VW Credit Canada Inc./Crédit VW Canada, Inc. in respect of Non-Equity Securities, (v)
the base prospectus of Volkswagen International Luxemburg S.A. in respect of Non-Equity Securities,
(vi) the base prospectus of Volkswagen Group of America Finance, LLC. in respect of Non-Equity
Securities and (vi ) the base prospectus of Porsche Holding Gesellschaft m.b.H. in respect of Non-
Equity Securities (together, the "Debt Issuance Programme Prospectus" or the "Prospectus").

Volkswagen Aktiengesellschaft
Wolfsburg, Germany
as Issuer and as Guarantor for Notes issued by
Volkswagen International Finance N.V.
Amsterdam, The Netherlands
VW Credit, Inc.
Herndon, Virginia, USA
(incorporated in Delaware)
VW Credit Canada, Inc. / Crédit VW Canada, Inc.
St.-Laurent, Québec, Canada
Volkswagen International Luxemburg S.A.
Luxembourg, Luxembourg
Volkswagen Group of America Finance, LLC
Herndon, Virginia, USA
(formed in Delaware)
Porsche Holding Gesellschaft m.b.H.
Salzburg, Austria

30,000,000,000
Debt Issuance Programme
Arranger
Barclays
Dealers
Barclays
BayernLB
BNP PARIBAS
BofA Merrill Lynch
Crédit Agricole CIB
Citigroup
Commerzbank
Danske Bank A/S
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan

Landesbank Baden-
Mizuho
RBC Capital Markets
Württemberg
Société Générale
Corporate & Investment
The Royal Bank of Scotland
TD Securities
Banking

UniCredit Bank

- ii -

Application has been made to the Commission de Surveil ance du Secteur Financier of the Grand
Duchy of Luxembourg (the "Commission"), which is the Luxembourg competent authority for the
purposes of the approval of the Debt Issuance Programme Prospectus under the Luxembourg law on
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005,
as amended ("Luxembourg Prospectus Law"), which implements the Prospectus Directive into
Luxembourg law.
Application has been made to the Luxembourg Stock Exchange for notes ("Notes") issued under this
Prospectus to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to
trading on the regulated market of the Luxembourg Stock Exchange (as defined below). Notes issued
under the Programme may also not be listed at all.
Each Issuer has requested the Commission to provide the competent authorities in the United
Kingdom, the Republic of Austria, the Federal Republic of Germany, the Republic of Italy, the Republic
of France and of The Netherlands with a certificate of approval attesting that the Prospectus has been
drawn up in accordance with the Luxembourg Prospectus Law ("Notification"). Each Issuer may
request the Commission to provide competent authorities in additional Member States within the
European Economic Area with a Notification.
The offer and sale of the Notes and Guarantee have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any State or other jurisdiction of the United States and are being sold pursuant to an
exemption from the registration requirements of the Securities Act. The Notes are subject to U.S. tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the
Securities Act ("Regulation S"). The Notes are being offered and sold only to non-U.S. persons in
reliance on Regulation S. For a description of certain restrictions on offers and sales of Notes and on
distribution of this Prospectus or any Final Terms or any other offering material relating to the Notes,
see "Sel ing Restrictions". The Notes and Guarantee have not been approved or disapproved by the
U.S. Securities and Exchange Commission (the "SEC"), any State securities commission in the United
States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offence in the United States.
This Prospectus will be published in electronic form on the website of the Luxembourg Stock
Exchange
(www.bourse.lu)
and
the
website
of
Volkswagen Aktiengesel schaft
(www.volkswagenag.com). This Prospectus is valid for a period of 12 months from its date of
approval.
Responsibility Statement
Volkswagen Aktiengesel schaft ("VWAG" or the "Guarantor") with its registered office in
Wolfsburg/Germany, Volkswagen International Finance N.V. ("VIF") with its registered office in
Amsterdam/The Netherlands, VW Credit, Inc. ("VCI") with its registered office in Delaware, USA and
its principal place of business in Herndon, Virginia, USA, VW Credit Canada, Inc. / Crédit VW Canada,
Inc. ("VCCI") with its registered office in St.-Laurent, Québec, Canada, Volkswagen International
Luxemburg S.A. ("VIL") with its registered office in Luxembourg, Luxembourg, Volkswagen Group of
America Finance, LLC ("VWGoAF") with its registered office in Delaware, USA and with its principal
place of business in Herndon, Virginia, USA and Porsche Holding Gesellschaft m.b.H. ("Porsche
Holding") with its registered office in Salzburg, Austria (each an "Issuer" and together the "Issuers")
accept responsibility for the information given in this Prospectus.
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case,
the information contained in this Prospectus for which it is responsible is, to the best of its knowledge,
in accordance with the facts and contains no omission likely to affect its import.
Notice
This Prospectus should be read and understood in conjunction with any supplement thereto and with
any other document incorporated herein by reference. Full information on each 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").

- iii -

The Issuers have confirmed to Barclays Bank PLC (the "Arranger") and to the Dealers (as defined
herein) that this Prospectus contains al information with regard to the Issuers and the Notes which is
material in the context of the Programme and the issue and offering of Notes thereunder; that the
information contained in the Prospectus is accurate and complete in al 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, the Guarantor or the
Notes, the omission of which would make any statement, whether fact or opinion, in this Prospectus
misleading in any material respect; and that al reasonable enquiries have been made to ascertain all
facts and to verify the accuracy of all statements contained herein.
No person has been authorised to give any information which is not contained in or not consistent with
this Prospectus or information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorised by or on behalf of the Issuers, the
Guarantor, the Dealers or any of them.
This Prospectus is valid for 12 months following its date of approval and this Prospectus and any
supplement hereto as wel 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 Issuers and the Guarantor 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.
Each Issuer and the Guarantor have undertaken with the Dealers to supplement this Prospectus or to
publish a new Prospectus in the event of any significant new factor, material mistake or inaccuracy
relating to the information included in this Prospectus which is capable of affecting the assessment of
the Notes and where approval by the Commission of any such document is required, upon such
approval having been given.
To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer
nor any other person mentioned in this Prospectus, excluding the Issuers and the Guarantor, is
responsible for the information contained in this Prospectus or any supplement hereof, or any Final
Terms or any other document incorporated herein by reference, and accordingly, and to the extent
permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for
the accuracy and completeness of the information contained in any of these documents.
The Commission assumes no responsibility as to the economic and financial soundness of the
transactions under the Debt Issuance Programme and the quality or solvency of the Issuers in line
with the provisions of article 7(7) of the Luxembourg Prospectus Law.
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 European Economic Area, The Netherlands the United
States of America, Canada, the United Kingdom and Japan, see "Sel ing Restrictions". In particular,
offer and sale of 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 of America; subject to certain exceptions, Notes
may not be offered, sold or delivered within the United States of America or to U.S. persons. The
Notes have also not been, and will not be, qualified for sale under the securities laws of any province
or territory of Canada and the Notes may not be offered, sold or delivered, directly or indirectly, in
Canada or to, or for the benefit of any resident of Canada unless in accordance with all applicable
Canadian provincial and/or territorial securities laws, or an available exemption therefrom.
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 controlling and binding if so specified in the relevant
Final Terms. In respect of the Guarantee, the German language version is always controlling and
binding.

- iv -

This Prospectus may only be used for the purpose for which it has been published.
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, any supplements thereto and any Final Terms do not constitute an offer or an
invitation to subscribe for or purchase any of the Notes.
CONSENT TO USE THE PROSPECTUS
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes
if and to the extent this is so expressed in the Final Terms relating to a particular issue of Notes is
entitled to use the Prospectus in the Federal Republic of Germany, The Netherlands, the Republic of
Austria or such other Member State whose competent authorities have been notified of the approval of
this Prospectus, for the subsequent resale or final placement of the relevant Notes during the
respective offer period (as determined in the applicable Final Terms), provided however, that the
Prospectus is still valid in accordance with Article 11 of the Luxembourg act relating to prospectuses
for securities as amended (Loi relative aux prospectus pour valeurs mobilières) which implements
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as
amended. The Issuers accept responsibility for the information given in the Prospectus also with
respect to such subsequent resale or final placement of the relevant Notes.
Such consent for the subsequent resale or final placement of Notes by the financial intermediaries
may be restricted to certain jurisdictions and subject to conditions as stated in the applicable Final
Terms.
The Prospectus may only be delivered to potential investors together with all supplements published
before such delivery. Any supplement to the Prospectus is available for viewing in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu).
When using the Prospectus, each Dealer and/or relevant further financial intermediary must make
certain that it complies with all applicable laws and regulations in force in the respective jurisdictions.
In the event of an offer being made by a Dealer and/or a further financial intermediary, the
Dealer and/or the further financial intermediary shall provide information to investors on the
terms and conditions of the Notes at the time of that offer.
Any Dealer and/or further financial intermediary using the Prospectus has to state on its
website that it uses the Prospectus in accordance with this consent and the conditions
attached thereto.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS
(IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF
ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR PERSONS
ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION
ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT
TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST
END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT
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.
In this Prospectus, all references to "" "Euro" or "EUR" 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, to "GBP" or

- v -

"£" are to British pounds, the official currency of the United Kingdom, to "USD" are to U.S. dol ar, the
official currency of the United States of America, to "CAD" are to Canadian dol ar, the official currency
of Canada and references to "YEN" are to Japanese yen, the official currency of Japan.

- vi -

Table of Contents
SUMMARY .............................................................................................................................................. 1
GERMAN TRANSLATION OF THE SUMMARY ................................................................................... 38
RISK FACTORS .................................................................................................................................... 78
Risk Factors regarding Volkswagen Aktiengesel schaft ................................................................... 78
Risk Factors regarding Volkswagen International Finance N.V. ....................................................... 85
Risk Factors regarding VW Credit, Inc. ............................................................................................. 86
Risk Factors regarding VW Credit Canada, Inc. / Crédit VW Canada, Inc. ...................................... 89
Risk Factors regarding Volkswagen International Luxemburg S.A. .................................................. 92
Risk Factors regarding Volkswagen Group of America Finance, LLC .............................................. 94
Risk Factors regarding Porsche Holding Gesel schaft m.b.H. .......................................................... 95
Risk Factors regarding the Notes .................................................................................................... 100
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................... 105
Volkswagen Aktiengesellschaft as Issuer and Guarantor ................................................................... 108
Volkswagen International Finance N.V. as Issuer ............................................................................... 125
VW Credit, Inc. as Issuer ..................................................................................................................... 130
VW Credit Canada, Inc. / Crédit VW Canada, Inc. as Issuer .............................................................. 133
Volkswagen International Luxemburg S.A. as Issuer .......................................................................... 136
Volkswagen Group of America Finance, LLC as Issuer ...................................................................... 141
Porsche Holding Gesellschaft m.b.H. as Issuer .................................................................................. 144
TERMS AND CONDITIONS OF THE NOTES .................................................................................... 153
OPTION I Terms and Conditions for Notes with fixed interest rates ............................................ 153
OPTION II Terms and Conditions for Notes with floating interest rates ...................................... 174
OPTION III Terms and Conditions for Zero Coupon Notes ......................................................... 198
EMISSIONSBEDINGUNGEN DER INHABERSCHULDVERSCHREIBUNGEN ................................ 219
OPTION I Emissionsbedingungen für Inhaberschuldverschreibungen mit fester Verzinsung .... 219
OPTION II Emissionsbedingungen für Inhaberschuldverschreibungen mit variabler Verzinsung245
OPTION III Emissionsbedingungen für Nul kupon-Inhaberschuldverschreibungen .................... 273
GUARANTEE AND NEGATIVE PLEDGE ........................................................................................... 295
GARANTIE UND NEGATIVVERPFLICHTUNG .................................................................................. 298
Form of Final Terms ............................................................................................................................ 301
Description of Rules Regarding Resolutions of Holders ..................................................................... 322
Use of Proceeds .................................................................................................................................. 324
Taxation ............................................................................................................................................... 325
General Information ............................................................................................................................. 348
Subscription and Sale .......................................................................................................................... 352
Selling Restrictions .............................................................................................................................. 352
Documents Incorporated by Reference ............................................................................................... 360
Names and Addresses ........................................................................................................................ 366

- v -

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 contains al 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
Element

A.1
Intro-
Warning that:
duction

this Summary should be read as an introduction to the Prospectus;

any decision to invest in the Notes should be based on consideration
of the Prospectus as a whole by the investor;

where a claim relating to the information contained in the Prospectus
is brought before a court, the plaintiff investor might, under the
national legislation of the Member States, have to bear the costs of
translating the Prospectus, before the legal proceedings are initiated;
and

civil liability attaches only to the Issuers which have tabled the
Summary including any translation thereof, but only if the Summary is
misleading, inaccurate or inconsistent when read together with the
other parts of the Prospectus or it does not provide, when read
together with the other parts of the Prospectus, key information in
order to aid investors when considering whether to invest in the Notes.
A.2
Consent
[Each Dealer and/or each further financial intermediary subsequently resel ing
or finally placing Notes if and to the extent so expressed in [the][these] Final
Terms [relating to a particular issue of Notes] - is entitled to use the
Prospectus for the subsequent resale or final placement of the Notes during
the period from [·] to [·], provided however, that the Prospectus is stil valid in
accordance with Article 11 of the Luxembourg law on prospectuses for
securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July
2005, as amended which implements Directive 2003/71/EC of the European
Parliament and of the Council of 4 November, 2003, as amended.

The Prospectus may only be delivered to potential investors together with al
supplements published before such delivery. Any supplement to the
Prospectus is available for viewing in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and the website of Volkswagen
Aktiengesel schaft (www.volkswagenag.com).

When using the Prospectus, each Dealer and/or relevant further financial
intermediary must make certain that it complies with al applicable laws and
regulations in force in the respective jurisdictions.

In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall
provide information to investors on the terms and conditions of the
Notes at the time of that offer.]

[Not applicable; the Issuer does not consent to the use of the Prospectus.]

- 1 -

[Section B Volkswagen International Finance N.V. as Issuer
Element

B.1
Legal and commercial Volkswagen International Finance N.V. ("VIF") is both the legal
name of the Issuer
and commercial name.
B.2
Domicile, legal form, VIF is a stock corporation incorporated under the laws of and
legislation, country of domiciled in The Netherlands. VIF is subject to the relevant
incorporation
provisions of Boek 2 Burgerlijk Wetboek (Book 2 of the Dutch
Civil Code).
B.4b
Description
of
any The financial crisis which started in 2007 passed into a
known trends affecting sovereign debt crisis. This financial and sovereign debt crisis
the Issuer and the and the following economic crisis led to a historically low
industries in which it interest rate level. The Issuer does not anticipate a significant
operates
change in the overal economic conditions and thus expects
the general interest rate level to remain low.
B.5
Description
of
the VIF is part of the Volkswagen Group which consists of
Group and the Issuer's numerous subsidiaries and affiliates in Germany and overseas.
position
within
the Its legal shareholder is Volkswagen Finance Luxemburg S.A.
Group
("VFL"), which is a wholly-owned subsidiary of Volkswagen
Aktiengesel schaft ("VWAG").
B.9
Profit
forecast
or Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in the Not applicable; PricewaterhouseCoopers Accountants N.V.
audit report on the audited the non-consolidated financial statements of VIF for
historical
financial the years ended on 31 December 2014 and 2013 and gave
information
their unqualified opinion for each year.
B.12
Selected historical key
financial information

Year ended 31 December

2014
2013

(audited)

in EUR million
Key Financial Information (Dutch GAAP)

Total Assets ...................................................
32,705
36,230
Participations..................................................
154
3,932
Receivables from loans granted to
Group companies and joint
ventures .........................................................
32,161
31,754

Total equity ....................................................
706
4,807
Liabilities from funding activities .....................
31,335
30,827

Financial result ...............................................
30
31
Result from participations ...............................
404
892
Result before tax ............................................
429
919
Result after tax ...............................................
423
913
Net cash flow current year ..............................
-137
176

Audited information extracted from audited financial
statements of the Issuer as of and for the years ended
31 December 2014 and 2013.

- 2 -

Element

A statement that there There has been no material adverse change in the prospects
has been no material of the Issuer since the date of the last published audited
adverse change in the consolidated financial statements as of and for the year ended
prospects of the issuer 31 December 2014.
since the date of its
last published audited
financial statements or
a description of any
material
adverse
change

A
description
of Not applicable. There has been no significant change in the
significant changes in financial or trading position of the Issuer since
the financial or trading 31 December 2014.
position subsequent to
the period covered by
the historical financial
information
B.13
Recent events to a Not applicable, as no recent event was to a material extent
material extent relevant relevant to evaluate the Issuer's solvency.
to the evaluation of the
Issuer's solvency
B.14
Dependency
of
the Please read Element B.5 together with the information below
Issuer

Legal shareholder of VIF is VFL. VIF is dependent upon its
shareholder.
B.15
Principal activities
The main activity of VIF is financing Volkswagen Group
companies.
B.16
Controlling
interest VIF is directly controlled by VFL, indirectly controlled by VWAG
over the Issuer
and ultimately controlled by Porsche Automobil Holding SE,
Stuttgart.
B.17
Ratings
Not applicable, VIF is not rated.
B. 19
Summary Information Please refer to "Section B Volkswagen Aktiengesellschaft as
on the Guarantor
Guarantor" below for information on the Guarantor.

- 3 -