Obligation ING Groep N.V. 2.5% ( XS1476746273 ) en USD

ING Groep N.V.

100 % ▼

Pays-Bas

XS1476746273 ( en USD )

2.5% par an ( paiement semestriel )

03/04/2017 - Obligation échue

Prospectus brochure de l'obligation ING BANK N.V XS1476746273 en USD 2.5%, échue

1 000 USD

10 000 000 USD

ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

L'Obligation émise par ING Groep N.V. ( Pays-Bas ) , en USD, avec le code ISIN XS1476746273, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/04/2017

ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Americas Issuance B.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
40,000,000,000
Global Issuance Programme
Base Prospectus for the issuance of Credit Linked Notes and Bond
Linked Notes
This Base Prospectus for the issuance of Credit Linked Notes and Bond Linked Notes (this "Base Prospectus") constitutes a base prospectus for the
purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC), as amended, to the extent that such amendments have been implemented in the
relevant Member State of the European Economic Area (the "Prospectus Directive"), and is one of a number of prospectuses which relate to the
40,000,000,000 Global Issuance Programme (the "Programme").
Under this Base Prospectus, (i) ING Bank N.V. (the "Global Issuer", which expression shall include any Substituted Debtor (as defined in Condition 17 of
the General Conditions of the Notes), "ING Bank" or the "Bank") may from time to time issue notes (the "Notes" as more fully defined herein) and (ii)
ING Americas Issuance B.V. (the "Americas Issuer", which expression shall include any Substituted Debtor (as defined in Condition 17 of the General
Conditions of the Notes)) may from time to time issue Notes guaranteed by ING Bank N.V. (ING Bank N.V. in its capacity as guarantor under the Notes
issued by the Americas Issuer, the "Guarantor").
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (the "AFM") for the purposes of the Prospectus Directive on 27
June 2016 in respect of the issue by the Issuers of PD Notes (as defined below). The AFM has provided the competent authorities in each of Luxembourg
and Malta with a certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive.
Notes to be issued under this Base Prospectus during the period of twelve months from the date of this Base Prospectus, which are:
(a) offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive,
whether or not such Notes are listed and admitted to trading on any market; or
(b) (i) admitted to trading on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"); (ii) admitted to the
official list of the Luxembourg Stock Exchange (the "Official List"); (iii) admitted to trading on the regulated market of the Luxembourg Stock Exchange
(the "Luxembourg Stock Exchange"); (iv) (with respect to the Global Issuer only) admitted to trading on the regulated market of Euronext Paris S.A.
("Euronext Paris"); (v) (with respect to the Global Issuer only) admitted to trading on a regulated market of Borsa Italiana S.p.A. (the "Italian Stock
Exchange"); (vi) admitted to trading on another regulated market within the European Economic Area; or (vii) admitted to trading on an unregulated market
as defined under Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, as amended from time to time
(the "Markets in Financial Instruments Directive"),
are hereinafter referred to as "PD Notes". PD Notes may be issued in any denomination as agreed between the relevant Issuer and the relevant Dealer(s) (as
defined herein), and any PD Notes which have a denomination of less than 100,000 (or its equivalent in any other currency) are referred to hereinafter as
"Non-Exempt PD Notes" and any PD Notes which have a denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of
the Notes) are referred to hereinafter as "Exempt PD Notes".
The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any regulated market within the European Economic Area and, where such
Notes are, in addition, issued with a minimum denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes) or
otherwise fall within an exemption from the requirement to publish a prospectus under the Prospectus Directive, such Notes are hereinafter referred to as
"Exempt Notes".
The Global Issuer may from time to time issue PD Notes (which may be Non-Exempt PD Notes or Exempt PD Notes) and Exempt Notes. The Americas
Issuer may from time to time issue Exempt PD Notes and Exempt Notes.
The AFM has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" of this Base Prospectus.
This Base Prospectus should be read and construed in conjunction with the Base Prospectus for the issuance of Medium Term Notes and Inflation
Linked Notes in respect of the 40,000,000,000 Global Issuance Programme of ING Bank N.V., ING Bank N.V., Sydney Branch and ING Americas
Issuance B.V. dated 27 June 2016 (the "Level 1 Programme Prospectus") and the relevant Registration Document (as defined herein).
Arranger
ING
BASE PROSPECTUS (LEVEL 2)
Dated 27 June 2016

TABLE OF CONTENTS
Page
SUMMARY RELATING TO NON-EXEMPT PD NOTES ...............................................................................3
RISK FACTORS...............................................................................................................................................87
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................132
OVERVIEW OF THE PROGRAMME ..........................................................................................................134
DESCRIPTION OF THE NOTES, KEY FEATURES OF THE NOTES AND AN EXPLANATION OF HOW
THE VALUE OF THE NOTES IS AFFECTED BY THE VALUE OF THE REFERENCE ITEM(S)..146
CONSENT TO USE OF THIS BASE PROSPECTUS...................................................................................187
NOMINAL AMOUNT OF THE PROGRAMME ..........................................................................................192
TERMS AND CONDITIONS OF CREDIT LINKED NOTES (2009 REVISION).......................................193
FORM OF FINAL TERMS FOR CREDIT LINKED NOTES (2009 REVISION)........................................270
TERMS AND CONDITIONS OF CREDIT LINKED NOTES (2014 REVISION).......................................358
FORM OF FINAL TERMS FOR CREDIT LINKED NOTES (2014 REVISION)........................................444
TERMS AND CONDITIONS OF BOND LINKED NOTES.........................................................................533
FORM OF FINAL TERMS FOR BOND LINKED NOTES..........................................................................558
TAXATION.....................................................................................................................................................644
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS.........................................................................685
SUBSCRIPTION AND SALE........................................................................................................................687
GENERAL INFORMATION..........................................................................................................................716
2

SUMMARY RELATING TO NON-EXEMPT PD NOTES
This summary applies only to Non-Exempt PD Notes issued by ING Bank N.V. (the "Global Issuer").
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A to E (A.1 to E.7). This summary contains all the Elements required to be included in a
summary for the Notes and the Global 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 a summary because of the nature of the Notes and the Global Issuer, it is possible that no relevant
information can be given regarding the Element. In this case, a short description of the Element should be
included in the summary with the mention of "Not Applicable".
Section A Introduction and warnings
Element
A.1
Warning and
This summary must be read as an introduction to the Base Prospectus. Any
introduction
decision to invest in the Notes should be based on a consideration of the
Base Prospectus as a whole, including any documents incorporated by
reference. Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff may, under the national
legislation of Member States of the European Economic Area where the
claim is brought, be required to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated. Civil liability attaches
only to those persons who 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 Base Prospectus
or it does not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when considering
whether to invest in the Notes.
A.2
Consent by the
Programme summary
Issuer to the use
The Global Issuer may provide its consent to the use of the Base Prospectus
of the Base
and the applicable Final Terms for subsequent resale or final placement of
Prospectus for
Notes by financial intermediaries to whom the Issuer has given its consent
subsequent resale
to use the Base Prospectus (an "Authorised Offeror"), provided that the
or final placement subsequent resale or final placement of Notes by such financial
by financial
intermediaries is made during the Offer Period specified in the applicable
intermediaries,
Final Terms. Such consent may be subject to conditions which are relevant
during the offer
for the use of the Base Prospectus.
period indicated
In the context of any Public Offer of Notes, the Global Issuer accepts
and the
responsibility, in each of the Public Offer Jurisdictions, for the content of
conditions
the Base Prospectus in relation to any person (an "Investor") who
attached to such
purchases any Notes in a Public Offer made by a Dealer or an Authorised
consent
Offeror, where that offer is made during the Offer Period (as specified in the
applicable Final Terms).
Consent
The Global Issuer consents and (in connection with paragraph (D) below)
offers to grant its consent to the use of the Base Prospectus (as
3

Element
supplemented at the relevant time, if applicable) in connection with any
Public Offer of a Tranche of Notes in the Public Offer Jurisdictions
specified in the applicable Final Terms during the Offer Period specified in
the applicable Final Terms by:
Specific consent
(A)
the Dealer or Managers specified in the applicable Final Terms;
(B)
any financial intermediaries specified in the applicable Final
Terms; and
(C)
any other financial intermediary appointed after the date of the
applicable Final Terms and whose name is published on the Global
Issuer's website (https://www.ingmarkets.com/en-nl/ing-markets/)
and identified as an Authorised Offeror in respect of the relevant
Public Offer; and
General consent
(D)
if General Consent is specified in the applicable Final Terms as
applicable, any other financial intermediary which (a) is authorised
to make such offers under the Markets in Financial Instruments
Directive; and (b) accepts such offer by publishing on its website a
statement that it agrees to use the Base Prospectus in accordance
with the Authorised Offeror Terms and subject to the conditions to
such consent.
Common conditions to consent
The conditions to the Global Issuer's consent are (in addition to the
conditions described in paragraph (D) above if Part B of the Final Terms
specifies "General Consent" as "Applicable") that such consent:
(a) is only valid in respect of the relevant Tranche of Non-Exempt PD
Notes;
(b) is only valid during the Offer Period specified in the applicable Final
Terms; and
(c) only extends to the use of the Base Prospectus to make Public Offers
of the relevant Tranche of Non-Exempt PD Notes in one or more of
the Public Offer Jurisdictions, as specified in the applicable Final
Terms.
Issue specific summary
[Consent: Subject to the conditions set out below, the Issuer consents to the
use of the Base Prospectus in connection with a Public Offer (as defined
below) of Notes by the [Dealer][Manager][s][Issuer], [], [and] [each
financial intermediary whose name is published on the Issuer's website
(https://www.ingmarkets.com/en-nl/ing-markets/) and identified as an
Authorised Offeror in respect of the relevant Public Offer] [and any
financial intermediary which is authorised to make such offers under the
applicable legislation implementing Directive 2004/39/EC (the "Markets
4

Element
in Financial Instruments Directive") and publishes on its website the
following statement (with the information in square brackets duly
completed with the relevant information):
"We, [specify legal name of financial intermediary], refer to the offer of
[specify title of relevant Notes] (the "Notes") described in the Final Terms
dated [specify date] (the "Final Terms") published by ING Bank N.V. (the
"Issuer"). In consideration of the Issuer offering to grant its consent to
our use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in [Luxembourg, Malta and The
Netherlands] during the Offer Period in accordance with the Authorised
Offeror Terms (as specified in the Base Prospectus), we accept the offer by
the Issuer. We confirm that we are authorised under the Markets in
Financial Instruments Directive to make, and are using the Base
Prospectus in connection with, the Public Offer accordingly. Terms used
herein and otherwise not defined shall have the same meaning as given to
such terms in the Base Prospectus."
A "Public Offer" of Notes is an offer of Notes (other than pursuant to
Article 3(2) of the Prospectus Directive) in [Luxembourg, Malta and The
Netherlands] during the Offer Period specified below. Those persons to
whom the Issuer gives its consent in accordance with the foregoing
provisions are the "Authorised Offerors" for such Public Offer.
Offer Period: The Issuer's consent referred to above is given for Public
Offers of Notes during the period from [] to [] (the "Offer Period").
Conditions to consent: The conditions to the Issuer's consents [(in addition
to the conditions referred to above)] are such that consent: (a) is only valid
in respect of the relevant Tranche of Notes; (b) is only valid during the
Offer Period; [and] (c) only extends to the use of the Base Prospectus to
make Public Offers of the relevant Tranche of Notes in [Luxembourg,
Malta and The Netherlands] [; and (d) []].
An investor intending to acquire or acquiring Notes in a Public Offer from
an Authorised Offeror other than the Global Issuer will do so, and offers
and sales of such Notes to an investor by such Authorised Offeror will be
made, in accordance with any terms and other arrangements in place
between such Authorised Offeror and such investor, including as to price,
allocations, expenses and settlement arrangements.
Each investor must look to the relevant Authorised Offeror at the time
of any such Public Offer for the provision of information regarding the
terms and conditions of the Public Offer and the Authorised Offeror
will be solely responsible for such information.]
Section B Issuer
Element
Title
B.1
Legal and
ING Bank N.V. (the "Global Issuer" or the "Issuer")
commercial name
5

Element
Title
of the Issuer
B.2
The domicile and
The Global Issuer is a public limited company (naamloze vennootschap)
legal form of the
incorporated under the laws of The Netherlands on 12 November 1927, with
Issuer, the
its corporate seat (statutaire zetel) in Amsterdam, The Netherlands.
legislation under
which the Issuer
operates and its
country of
incorporation
B.4b
A description of
The results of operations of the Global Issuer are affected by demographics
any known trends and by a variety of market conditions, including economic cycles, banking
affecting the
industry cycles and fluctuations in stock markets, interest and foreign
Issuer and the
exchange rates, political developments and client behaviour changes.
industries in
Macroeconomic developments in 2015
which it operates
Several interrelated themes stood out in 2015: the price of oil and other
commodities, the resilience of the Chinese economy, and the timing and
content of monetary policy measures in the US and the Eurozone. The oil
price seemed to have reached a low early in the year and soon started to
climb. But it resumed its slide in the second half of the year. This coincided
with turmoil on Chinese stock markets and worldwide concerns about
Chinese economic growth. These worries spread to other emerging markets.
While several emerging markets did indeed see economic growth decelerate,
a sharp growth slowdown in China did not materialise in 2015, thanks in
part to government stimulus measures.
Meanwhile, the US economy continued to grow at a modest pace in 2015,
despite headwinds from a stronger dollar and reduced investment in the oil
industry because of low oil prices. The labour market in particular did well,
with unemployment falling to levels well below the long-term average. The
question of when the US Federal Reserve would start raising rates was
therefore a dominant theme for financial markets throughout the year.
Expectations began to be tempered at mid-year when the slowdown in
emerging markets sparked fears this would also take a toll on the US
economy. The US economy remained strong enough however for the
Federal Reserve to embark on the first rate hike in more than nine years at
its December meeting.
Eurozone developments
In the Eurozone, 2015 saw a policy of further monetary expansion, helping
to bring about a broadening of the recovery. Exports and low oil prices
supported the Eurozone economy in the first half of the year, although the
global slowdown started to weigh on exports towards the end of the year.
The combination of low inflation and increasing employment boosted
household purchasing power, fuelling consumer confidence and accelerating
consumption growth.
6

Element
Title
The Greek crisis has not materially influenced the Eurozone recovery.
Within the Eurozone, Germany in particular was able to take advantage of
the weaker euro by increasing its exports, offsetting deteriorating exports to
emerging markets. Domestic demand in Germany developed favourably as
well, helped by job creation and nominal wage growth. The French economy
on the other hand appeared weaker, bogged down by falling house prices
and rising unemployment. Italian domestic demand finally began to recover
in 2015 albeit cautiously, while Spain was an outperformer on both gross
domestic product (GDP) and jobs growth, thanks in part to earlier structural
reforms. In the Netherlands, the revival of the housing market was the most
important driver behind the pick-up in both consumption and fixed capital
formation.
The weak and fragile nature of the recovery and falling inflation
expectations prompted the European Central Bank (the "ECB") to embark
on quantitative easing early in 2015. This sent Eurozone bond yields to
unprecedented lows in the first half of the year. German government bond
yields with a duration up to nine years turned negative for a short time.
Important money market rates such as three-month Euribor and six-month
Euribor sank below zero. As worries about a global slowdown mounted, the
ECB announced in December that it will extend its quantitative easing until
March 2017, and lowered the deposit rate a further 10 basis points to -0.3%.
Lower interest rates helped shore up Eurozone credit demand. Bank lending
to households accelerated modestly in 2015, while lending to businesses
finally turned positive after three years of deleveraging. Marked differences
between countries remain, with credit growth generally more positive in
northern European countries, while still negative in southern ones.
Low interest rate environment
The current situation with persistent low interest rates may put banks' net
interest income under pressure. On mortgages for instance, the Global Issuer
could be confronted with higher than expected prepayment rates as the
difference between rates on the existing mortgage portfolio and the
prevailing market rate causes customers to refinance. On savings, the net
interest income may decrease as possibilities for further reduction of client
rates on savings deposits are limited. The Global Issuer actively manages its
interest rate risk exposure and successfully maintained the net interest
margin on its core lending franchise in 2015. To address the challenge of
interest income erosion, containing costs remains an important goal. The
Global Issuer is also putting more emphasis on generating fee-based income
and is reassessing its product characteristics.
Progress on regulatory initiatives that are most relevant to the Global Issuer
November 2014 marked the start of the Single Supervisory Mechanism
("SSM"), with a central role for the ECB in the prudential supervision of
Eurozone banks. This was a decisive moment in the creation of the
7

Element
Title
European Banking Union.
The Global Issuer has always been a strong supporter of the SSM. As a
predominantly European cross-border universal bank, the Global Issuer has
a clear interest in the proper functioning of European financial markets and
in a harmonised approach to European supervision. The Global Issuer
believes that it will contribute to a more efficient use of financial funds
across Europe and as such should help to foster growth prospects of the
European economy.
After the first full year of operating under the new supervisory framework,
banks' experiences are generally positive. The SSM aims to create the
institutional conditions for overcoming fragmentation in supervisory
practices. It is important that common methodologies and a shared culture
are created within the SSM. That takes time. Some banks may experience
challenges in the short term as they come to terms with the SSM supervisory
approach. The Global Issuer expects that the SSM will increase its
transparency as the system gets embedded.
As well as the SSM, 2015 saw preparations for the Single Resolution
Mechanism ("SRM"). The SRM came into force on 1 January 2016. This
aims to ensure an orderly resolution process for failing banks.
With SSM and SRM, two of the three pillars of Banking Union have been
established. Mutualisation of deposit guarantee schemes, the last remaining
pillar, is progressing at a much slower pace. Lack of a common European
deposit guarantee scheme leaves the Eurozone potentially vulnerable to
bank-sovereign interdependency, despite the existence of the SSM. For
national sovereigns remain, explicitly or implicitly, a liquidity provider of
last resort for the deposit insurance scheme. When sovereigns get into
trouble, deposit holders will worry that the national deposit guarantee
scheme will be unable to meet its commitments should domestic banks fail.
Greece's experience in 2015 made this clear. Capital controls had to be
imposed to contain a bank run, and a euro deposited at a Greek bank was no
longer de facto equal to a euro deposited at a bank in another member state.
Payment Services Directive (PSD II)
The second EU Directive on Payment Services ("PSD II") was adopted in
October 2015. This aims to create an EU-wide single market for payments
with a modern and comprehensive set of rules. The goal is to make cross-
border payments as easy, efficient and secure as domestic payments within a
member state. The PSD II also seeks to improve competition by opening up
payment markets to new entrants, thus fostering greater efficiency and cost
reduction. While implementation in national law could take several years,
the Global Issuer sees the PSD II as an opportunity to develop new ways of
serving its customers.
Regulatory uncertainty
8

Element
Title
The large number of new regulatory initiatives and consultations concerning
banks' capitalisation continued to be a source of uncertainty in 2015.
Examples are the ongoing discussions on bail-in-able instruments (MREL/
TLAC), but also discussions in the Basel Committee about the risk
weighting methodology and the interest rate risk in the banking book. The
main concern of the Global Issuer is that there is insufficient overview of the
combined impact of all initiatives. Moreover, it is unclear what regulatory
end-state policymakers are aiming for. This regulatory uncertainty
complicates multi-year strategic planning and pushes banks towards
confining themselves to no-regret decisions. Also considering the
competitive pressures and fast market developments outlined below, the
Global Issuer believes this piecemeal approach to regulation is not in the
best interest of banks and their stakeholders.
In addition to more traditional financial-sector regulation, the Global Issuer
noticed increasing regulatory interest in environmental and human rights
impacts associated with its business activities. The Dutch Government
initiative to come to a Banking Sector Agreement on international
responsible business conduct, building on the OECD Guidelines for
Multinational Enterprises. There is a call on the part of the public for
increased transparency and continuous debate on the matter in the EU
Parliament. Regulators are also looking at the potential link between
sustainability and financial risk. An example is the Financial Stability Board
looking into potential financial risks of climate change regulation.
Competitive landscape
Technology is removing a number of the barriers to entry that once insulated
the business of the Global Issuer. The Global Issuer faces competition from
many different directions, with relatively new players providing more
segmented offers to its customers and clients. Technology giants, payment
specialists, retailers, telecommunication companies, crowd-funding
initiatives and aggregators are all encroaching on traditional banking
services. The clients of the Global Issuer, in turn, are willing to consider
these offers.
The banking industry is highly regulated. Banks strive to act in the interests
of their customers. Safe banking requires specific knowledge of financial
services and in-depth knowledge of customers as well as rigorous risk-
management systems. As competition from outside the banking sector
continues to increase, the Global Issuer has to become faster, more agile and
more innovative. The Global Issuer believes that its long track record as a
financial institution and a strong brand give it a strong platform from which
to face existing and future challenges and become a better company for all
its stakeholders. The Global Issuer is a leader in digital banking, and it has
scale combined with local market expertise. It is investing in building
profitable, mutually beneficial relationships with its customers, based on the
quality of its service and a differentiating customer experience. An example
9

Element
Title
is the strategic partnership of the Global Issuer with Kabbage. Together, they
have launched a pilot project in Spain, offering small and medium-sized
enterprises (SMEs) loans up to EUR 100,000. Kabbage's automated loan
application and approval process is both accelerated and simple for
customers. It makes use of full credit scoring and real-time risk monitoring
and allows SMEs with an existing business account to get a loan within ten
minutes, based on real-time business data.
Fluctuations in equity markets
The operations of the Global Issuer are exposed to fluctuations in equity
markets. The Global Issuer maintains an internationally diversified and
mainly client-related trading portfolio. Accordingly, market downturns are
likely to lead to declines in securities trading and brokerage activities which
it executes for customers and, therefore, to a decline in related commissions
and trading results. In addition to this, the Global Issuer also maintains
equity investments in its own non-trading books. Fluctuations in equity
markets may affect the value of these investments.
Fluctuations in interest rates
The operations of the Global Issuer are exposed to fluctuations in interest
rates. Mismatches in the interest repricing and maturity profile of assets and
liabilities in the balance sheet of the Global Issuer can affect the future
interest earnings and economic value of the underlying banking operations
of the Global Issuer. In addition, changing interest rates may impact the
(assumed) behaviour of customers, impacting the interest rate exposure,
interest hedge positions and future interest earnings, the solvency and
economic value of the underlying banking operations of the Global Issuer. In
the current low (and potentially negative) interest rate environment in the
Eurozone, the stability of future interest earnings and margin also depends
on the ability to actively manage pricing of customer assets and liabilities.
Especially, the pricing of customer savings portfolios in relation to repricing
customer assets and other investments in the balance sheet is a key factor in
the management of the interest earnings of the Global Issuer.
Fluctuations in exchange rates
The Global Issuer is exposed to fluctuations in exchange rates. The
management by the Global Issuer of exchange rate sensitivity affects the
results of its operations through the trading activities for its own account and
because it prepares and publishes its consolidated financial statements in
euros. Because a substantial portion of the income and expenses of the
Global Issuer is denominated in currencies other than euros, fluctuations in
the exchange rates used to translate foreign currencies into euros will impact
its reported results of operations and cash flows from year to year. This
exposure is mitigated by the fact that realised results in non-euro currencies
are translated into euro by monthly hedging.
10