Obligation HeidelbergCement AG 1.75% ( XS1810653540 ) en EUR

HeidelbergCement AG

95.992 % ▲

Allemagne

XS1810653540 ( en EUR )

1.75% par an ( paiement annuel )

23/04/2028

Prospectus brochure de l'obligation HeidelbergCement AG XS1810653540 en EUR 1.75%, échéance 23/04/2028

1 000 EUR

750 000 000 EUR

23/04/2025 ( Dans 363 jours )

L'Obligation émise par HeidelbergCement AG ( Allemagne ) , en EUR, avec le code ISIN XS1810653540, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/04/2028

Medium Term Note Programme Prospectus
April 12, 2018

This document constitutes two base prospectuses for the purposes of article 5.4 of Directive 2003/71/EC of the European Parliament and of
the Council of November 4, 2003, as amended (the "Prospectus Directive"): (i) the base prospectus of HeidelbergCement AG in respect of
non-equity securities within the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended
("Non-Equity Securities"),and (ii) the base prospectus of HeidelbergCement Finance Luxembourg S.A. in respect of Non-Equity Securities
(together, the "Medium Term Note Programme Prospectus" or the "Prospectus").

HEIDELBERGCEMENT AG
(incorporated in Germany)

and
HEIDELBERGCEMENT FINANCE LUXEMBOURG S.A.
(a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg with registered office at
43, Avenue J.F. Kennedy, 1855 Luxembourg, Luxembourg and registered with the Luxembourg Register of Trade and
Companies under number B 40.962)
(Notes (as defined below) issued by HeidelbergCement Finance Luxembourg S.A. are guaranteed by HeidelbergCement AG on
the terms described in this document)
10,000,000,000 Euro Medium Term Note Programme
(the "Programme")
HeidelbergCement AG and HeidelbergCement Finance Luxembourg S.A. will issue from time to time notes under the
Programme (the "Notes"). The payments of all amounts due in respect of Notes issued by HeidelbergCement Finance
Luxembourg S.A. will be unconditionally and irrevocably guaranteed by a guarantee of HeidelbergCement AG dated
November 18, 2016 (the "Guarantee"). HeidelbergCement AG is herein referred to as the "Guarantor".
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity
as competent authority under the Luxembourg law relating to prospectuses for securities, as amended (Loi relative aux
prospectus pour valeurs mobilières), which implements the Prospectus Directive (the "Luxembourg Law"), for approval of this
Prospectus. Pursuant to Article 7(7) of the Luxembourg Law, the CSSF shall give no undertaking as to the economic and
financial soundness of the operation or the quality or solvency of the issuer by approving a prospectus. Application has been
made to list the Notes on the official list of the Luxembourg Stock Exchange and to trade Notes on the Regulated Market
"Bourse de Luxembourg" of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Regulated Market is a
regulated market for the purposes of the Market in Financial Instruments Directive 2014/65/EU (the "Regulated Market"). Notes
issued under the Programme may also be listed on further stock exchanges or may not be listed at all. Each Issuer has
requested the CSSF to provide the competent authorities in the Federal Republic of Germany ("Germany"), the Republic of
Austria, the Republic of Ireland, the United Kingdom of Great Britain and Northern Ireland and the Netherlands with a certificate
of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Law ("Notification"). Each
Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic
Area with a Notification.
Prospective purchasers of the Notes should refer to the Risk Factors disclosed on pages 36 to 56 of this Prospectus.

Arranger
Deutsche
Bank

Dealers
Banca IMI
Barclays
BayernLB
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Crédit Agricole CIB
Danske Bank
Deutsche Bank
Handelsbanken Capital Markets
Helaba
Landesbank Baden-
ING J.P.
Morgan
Württemberg
Raiffeisen Bank
Mediobanca Morgan
Stanley
International AG
Skandinaviska Enskilda Banken AB (publ)
Standard Chartered Bank

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus is valid for a period of 12 months after its approval.

2

RESPONSIBILITY STATEMENT

HeidelbergCement AG, with its registered office in Heidelberg, Germany ("HeidelbergCement" or "HC" or
"HC AG", an "Issuer" or the "Guarantor", together with its consolidated group companies, the
"HeidelbergCement Group" or the "HC Group" or the "Group"), and HeidelbergCement Finance
Luxembourg S.A., with its registered office in Luxembourg ("HC Finance Lux" or "HC Finance S.A." or an
"Issuer" and together with HeidelbergCement the "Issuers") are solely responsible for the information given
in this Prospectus.

Each of the Issuers hereby declares that (i) this Prospectus contains all information with respect to
HeidelbergCement AG and its subsidiaries taken as a whole and to the Notes and the Guarantee (as defined
below) which is material in the context of the issue and offering of the Notes and the Guarantee, including all
information which, according to the particular nature of the Issuers and the Guarantor (as defined below) and
of the Notes and the Guarantee is necessary to enable investors and their investment advisers to make an
informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the
relevant Issuer, the Guarantor and HC Group and of the rights attached to the Notes and the Guarantee;
(ii) the statements contained in this Prospectus relating to the Issuers, the Guarantor, HC Group, the Notes
and the Guarantee are in every material particular true and accurate and not misleading; (iii) there are no
other facts in relation to the Issuers, the Guarantor, HC Group, the Notes or the Guarantee the omission of
which would, in the context of the issue and offering of the Notes, make any statement in the Prospectus
misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuers to ascertain
such facts and to verify the accuracy of all such information and statements.

NOTICE

This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other document incorporated herein by reference. Full information on the Issuers and any tranche of Notes is
only available on the basis of the combination of this Prospectus and the relevant final terms (the "Final
Terms").

Each of the Issuers accepts responsibility for the information contained in this Prospectus and has confirmed
to the dealers set forth on the cover page and any new dealer appointed from time to time under the
Programme (each a "Dealer" and together the "Dealers") that this Prospectus contains all information with
regard to HeidelbergCement and HC Finance Lux and the Notes which is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects
of the Issuers and the rights attaching to the Notes which is material in the context of the Programme, that the
information contained in this Prospectus with respect to HeidelbergCement and HC Finance Lux and the
Notes is accurate and complete in all material respects and is not misleading, that the opinions and intentions
expressed herein with respect to HeidelbergCement and HC Finance Lux and the Notes are honestly held,
that there are no other facts with respect to HeidelbergCement and HC Finance Lux or the Notes the
omission of which would make this Prospectus as a whole or any of such information or the expression of any
such opinions or intentions misleading in any material respect and that the Issuers have made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.

Each of the Issuers has undertaken with the Dealers to publish a supplement to this Prospectus or to publish
a new Prospectus if and when the information herein should become materially inaccurate or incomplete or 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 CSSF
of any such document is required, upon such approval having been given.

No person has been authorized to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorized by or on behalf of any Issuer or any of the
Dealers.

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 condition 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.

3

To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any
person mentioned in this document other than the Issuers accepts any responsibility for the accuracy and
completeness of the information contained in this Prospectus or any supplement hereof, or any other
document incorporated by reference nor for the information contained in any Final Terms.

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
comes are required to inform themselves about and observe any such restrictions. For a description of the
restrictions applicable in the United States of America, the European Economic Area in general, the United
Kingdom, the Netherlands, Japan and Italy, see "Selling Restrictions". In particular, 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 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 Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to
Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended,
the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The language of the Prospectus is English. Any part of the Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche (as defined below) 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 of the Guarantee is controlling and binding
as to form and content, and all rights and obligations of the Holders and the Guarantor thereunder.

This Prospectus may be used for subsequent offers by the Dealers and/or further financial
intermediaries only for the period so specified in the Final Terms for the relevant Tranche of Notes.

Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.

Neither this Prospectus nor any Final Terms constitute an offer or invitation by or on behalf of the
relevant Issuer or the Dealers to any person to subscribe for or to purchase any Notes.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilizing manager(s) (or persons acting on behalf of any stabilizing manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the price of the
Notes at a level higher than that which might otherwise prevail. However, stabilization may not
necessarily occur. Any stabilization 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 cease

4

at any time, but it must end no later than the earlier of 30 days after the issue date and 60 days after
the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment
must be conducted by the relevant stabilizing manager(s) (or person(s) acting on behalf of any
stabilizing manager(s)) in accordance with all applicable laws and rules.

Any websites included in the Prospectus, except for the website www.bourse.lu in the context of the
documents incorporated by reference, are for information purposes only and do not form part of the
Prospectus.

Amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro Interbank
Offered Rate) which is provided by the European Money Markets Institute (EMMI) or (ii) LIBOR (London
Interbank Offered Rate) which is provided by the ICE Benchmark Association (IBA). As at the date of this
Prospectus, neither EMMI nor IBA do appear on the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011) ("BMR"). As far as the Issuers are aware, the
transitional provisions in Article 51 of the BMR apply, such that EMMI and IBA are not currently required to
obtain authorization or registration (or, if located outside the European Union, recognition, endorsement or
equivalence).

Forward-Looking Statements

This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified
by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans
and expectations regarding HeidelbergCement Group's business and management, its growth and
profitability, and general economic and regulatory conditions and other factors that affect it.

Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including HeidelbergCement Group's
financial condition and results of operations, to differ materially from and be worse than results that have
expressly or implicitly been assumed or described in these forward-looking statements. HeidelbergCement
Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly
advised to read the following sections of this Prospectus: "Risk Factors", "HeidelbergCement AG" and
"HeidelbergCement Finance Luxembourg S.A.". These sections include more detailed descriptions of factors
that might have an impact on HeidelbergCement Group's business and the markets in which it operates.

In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.

5

TABLE OF CONTENTS

Page
Summary
................................................................................................................................................. 6
Section A
Introduction and Warnings ....................................................................................................... 6
Section B
Issuer and Guarantor ............................................................................................................... 7
Section B
Issuer ....................................................................................................................................... 9
Section C
Securities ............................................................................................................................... 12
Section D
Risks ...................................................................................................................................... 15
Risks specific to HeidelbergCement AG as [Issuer] [Guarantor] ................................................................ 15
Risks specific to HeidelbergCement Finance Luxembourg S.A. ................................................................. 16
Risks specific to the Securities .................................................................................................................... 16
Section E
Offer of the Securities ............................................................................................................ 18
German Translation of the Summary .......................................................................................................... 20
Abschnitt A Einleitung und Warnhinweise ................................................................................................ 20
Abschnitt B Emittentin und Garantin ......................................................................................................... 21
Abschnitt B Emittentin ............................................................................................................................... 24
Abschnitt C Wertpapiere ........................................................................................................................... 26
Abschnitt D Risiken ................................................................................................................................... 30
Risiken, die der HeidelbergCement AG als [Emittentin] [Garantin] eigen sind ........................................... 30
Risiken, die der HeidelbergCement Finance Luxembourg S.A. eigen sind ................................................ 32
Risiken, die den Wertpapieren eigen sind ................................................................................................... 32
Abschnitt E Angebot von Wertpapieren .................................................................................................... 34
Risk Factors ............................................................................................................................................... 36
Consent to the Use of the Prospectus ........................................................................................................ 57
General Description of the Programme and Issue Procedures ................................................................... 58
Terms and Conditions of the Notes - English Language Version ............................................................... 61
Option I - Terms and Conditions that apply to Notes with fixed interest rates ............................................ 61
Option II - Terms and Conditions that apply to Notes with floating interest rates ....................................... 83
Terms and Conditions of the Notes German Language Version ........................................................... 104
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ................................... 104
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............................. 129
Form of Final Terms/Muster Endgültige Bedingungen .............................................................................. 152
Guarantee of HeidelbergCement AG/Garantie der HeidelbergCement AG .............................................. 167
HeidelbergCement AG .............................................................................................................................. 173
HeidelbergCement Finance Luxembourg S.A. .......................................................................................... 219
Description of Rules regarding resolutions of Holders .............................................................................. 224
Taxation
............................................................................................................................................. 226
Selling Restrictions .................................................................................................................................... 238
General Information .................................................................................................................................. 242
Documents incorporated by reference ...................................................................................................... 244
Addresses
............................................................................................................................................. 246

6

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 Notes 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 Notes 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".
[The Summary contains options, characterized by square brackets or typesetting in italics (other than the
respective translations of specific legal terms), and placeholders regarding the Notes to be issued under the
Programme. The summary of the individual issue of Notes will include the options relevant to this issue of
Notes as determined by the applicable Final Terms and will contain the information, which had been left
blank, as completed by the applicable Final Terms.]1

Element
Section A Introduction and warnings

A.1
Warnings Warning
that:
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 State,
have to bear the costs of translating the Prospectus, before
the legal proceedings are initiated; and
civil liability attaches only to the Issuers 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 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 such Notes.
A.2
Consent to the use of the
[Each Dealer and/or each further financial intermediary
Prospectus
subsequently reselling or finally placing the Notes is entitled to
use the Prospectus for the subsequent resale or final placement
of the Notes during the offer period for the subsequent resale or
final placement of the Notes from [] to [], provided however,
that the Prospectus is still valid in accordance with Article 11 (2)
of the Luxembourg Act relating to prospectuses for securities
(Loi relative aux prospectus pour valeurs mobilières), as
amended, which implements Directive 2003/71/EC of the
European Parliament and of the Council of November 4, 2003
(as amended).
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) and on the website of

1 To be deleted for the summary of an individual issue of Notes.

7

HeidelbergCement Group (www.heidelbergcement.com).
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.] [Not applicable. No consent has been given.]

Element
Section B [Issuer] [Guarantor]

B.1
Legal and commercial
HeidelbergCement AG ("HeidelbergCement" or "HC AG"
name
together with its fully consolidated subsidiaries
"HeidelbergCement Group" or "HC Group" or the "Group").
B.2
Domicile / Legal form /
HeidelbergCement AG is incorporated under the laws of
Legislation / Country of
Germany in Heidelberg as a stock corporation
incorporation / Legal
(Aktiengesellschaft) and operates under German law.
Entity Identifier (LEI)
HeidelbergCement AG has its registered seat and head office at
Berliner Strasse 6, 69120 Heidelberg, Germany.
HeidelbergCement AG's Legal Entity Identifier (LEI) is
LZ2C6E0W5W7LQMX5ZI37.
B.4b
Known trends affecting
Developments in the global economy generally affect
the Issuer and the
HeidelbergCement Group's revenue and earnings. Cyclicality of
industries in which it
the markets may adversely affect operating margins of the HC
operates
Group. The risks in the development of the global economy
include not only the consequences of the referendum result in
the United Kingdom to leave the European Union (Brexit) which
are difficult to estimate at present, but also the price trend for oil,
the effects of monetary policy measures particularly those of
the U.S. Federal Reserve on capital flows and exchange rates
in the emerging countries, as well as geopolitical risks related to
the crises and conflicts in the Middle East, eastern Ukraine and
North Korea.
B.5
Description of the Group
HeidelbergCement AG is the ultimate parent company of the
and the Issuer's position
Group.
within the Group
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Nature of any
Not applicable. The independent auditor's report with respect to
qualifications in the audit
the consolidated financial statements of HeidelbergCement AG
reports on historical
as of and for the fiscal year ended December 31, 2017 and the
financial information
audit opinion with respect to the consolidated financial
statements of HeidelbergCement AG as of and for the fiscal year
ended December 31, 2016 do not include any qualifications.
B.12
Selected historical key financial information
The following table sets out selected historical financial information related to HC Group for the
fiscal years ended December 31, 2017 and 2016 derived from the audited consolidated
financial statements of HC AG as of and for the fiscal year ended December 31, 2017
(including the comparative amounts for the fiscal year ended December 31, 2016 adjusted on
the finalized purchase price allocations of the acquisitions of Italcementi S.p.A. and Mibau
Holding GmbH) prepared in accordance with the International Financial Reporting Standards of
the International Accounting Standards Board (IASB) as adopted by the European Union
("IFRS") and the additional requirements of German commercial law pursuant to Section 315e
(1) of the German Commercial Code (Handelsgesetzbuch, HGB).
The historical financial information of HC Group for the fiscal year ended December 31, 2016,

8

only includes the revenue, income and expenses of Italcementi S.p.A. and its subsidiaries
("Italcementi Group") as from July 1, 2016. Therefore, a comparison with the financial
information of HC Group for the financial year ended December 2017 may only be possible to a
limited extent.
Where financial information in the table is labelled "audited", this means that it has been taken
from the above mentioned audited consolidated financial statements of HC AG.

Year
ended

Year ended
December 31, 2017
December 31, 2016
adjusted
(in

millions)
audited
Revenue 17,266
15,166
Result from current operations
before depreciation and
3,297 2,887
amortization (RCOBD)
Earnings before interest and
2,107 1,642
taxes (EBIT)
Profit for the financial year
1,058
831
Cash flow from operating
2,038 1,874
activities

December 31, 2017
December 31, 2016
adjusted
(in

millions)
audited
Balance sheet total
34,558
37,120
Total equity
16,052
17,792
Total non-current liabilities 12,210 12,326
Total current liabilities
6,283
7,002

No material adverse
There has been no material adverse change in the prospects of
change in the prospects
HeidelbergCement AG since December
31,
2017. No
of the Issuer
developments are currently foreseen that are reasonably likely to
have a material adverse effect on HeidelbergCement's
prospects.
Significant change in the
Not applicable. There has been no significant change in the
financial and trading
financial or trading position of HeidelbergCement AG since
position
December 31, 2017.
B.13 Recent
events
Not applicable. There are no recent events particular to
HeidelbergCement AG which are to a material extent relevant to
the evaluation of HeidelbergCement AG's solvency.
B.14
Please see Element B.5.
Statement of dependency
Not applicable. HeidelbergCement AG is not dependent upon
upon other entities within other entities within the HeidelbergCement Group.
the group
B.15 Principal
activities
HeidelbergCement is a vertically integrated building materials
company. The core activities include the production and
distribution of cement and aggregates, the two essential raw
materials for concrete production. The product range is
substantially complemented by downstream ready-mixed
concrete and asphalt activities. Furthermore, HeidelbergCement
offers services such as worldwide trading in cement and coal by
sea.

9

B.16 Controlling
Persons As of the date of this Prospectus HeidelbergCement received
inter alia the following notification in accordance with the
German Securities Trading Act (Wertpapierhandelsgesetz,
WpHG):
On October 4, 2016, VEMOS 2 Holding GmbH,
Zossen/Germany, a company controlled by Mr Ludwig Merckle,
notified HeidelbergCement AG that the share of the voting rights
attributed to VEMOS 2 Holding GmbH, Zossen/Germany,
amounted to 25.52% of the voting rights in HeidelbergCement
AG.
B.17
Credit ratings of the
Moody's Deutschland GmbH ("Moody's")1,4 has assigned the
Issuer or its debt
long-term credit rating Baa32 (outlook stable), Fitch Italia S.p.A.
securities
("Fitch") 3 , 4 has assigned the long-term credit rating BBB- 5
(outlook stable) and Standard and Poor's Credit Market Services
Europe Ltd. ("S&P")6,4 has assigned the long-term credit rating
BBB-7 (outlook stable) to HeidelbergCement AG.
[The Notes have been assigned a rating of [] by [].]
[B.18
Nature and scope of the
The payments of all amounts due in respect of Notes issued by
Guarantee
HeidelbergCement Finance Luxembourg S.A. will be
unconditionally and irrevocably guaranteed by a guarantee of
HeidelbergCement AG.]

[Element
Section B Issuer

B.1
Legal and commercial
HeidelbergCement Finance Luxembourg S.A. ("HC Finance
name
Lux" or "HC Finance S.A.").
B.2
Domicile / Legal form /
HeidelbergCement Finance Luxembourg S.A. is a public limited
Legislation / Country of
liability company (société anonyme) founded in accordance with
incorporation / Legal
the law of the Grand Duchy of Luxembourg and operates under
Entity Identifier (LEI)
such law. The statutory seat and place of business of
HeidelbergCement Finance Luxembourg S.A. is 43, Avenue J.F.
Kennedy, 1855 Luxembourg, Grand Duchy of Luxembourg.
HeidelbergCement Finance Luxembourg S.A.'s Legal Entity
Identifier (LEI) is 529900RYHTCF5X9DD509.
B.4b
Known trends affecting
HeidelbergCement Finance Luxembourg S.A. acts solely to
the Issuer and the
facilitate the financing of HeidelbergCement Group. The
industries in which it
business of HeidelbergCement Finance Luxembourg S.A. is
operates
directly related to the extent HeidelbergCement utilizes
HeidelbergCement Finance Luxembourg S.A. for future funding
needs. The extent to which future funding needs arise depends
on the development of the operating business and investment
projects of HeidelbergCement AG and its subsidiaries.

1 Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the "CRA Regulation").
2
Obligations rated "Baa3" are judged to be medium grade with some speculative elements and moderate credit risk.
3 Fitch is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the "CRA Regulation").
4 The European Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs) a list of credit rating agencies registered 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 update list in the Official Journal of the European Union within 30 days following such update.
5 A "BBB-" rating is considered investment grade with expectations of default risk currently low. However, the capacity for
payment of financial commitments might be impaired by adverse business and economic conditions.
6 S&P is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the "CRA Regulation").
7 An S&P credit rating of BBB- is considered investment grade with adequate capacity to meet financial commitments, but
more subject to adverse economic conditions.

10

B.5
Description of the Group
HeidelbergCement Finance Luxembourg S.A. is a wholly owned
and the Issuer's position
subsidiary of HeidelbergCement AG and has no subsidiaries of
within the Group
its own. HeidelbergCement AG is incorporated under the laws of
Germany in Heidelberg as a stock corporation
(Aktiengesellschaft). It is the ultimate parent company of the
Group.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate has been included.
B.10 Nature
of
any
Not applicable. The independent auditor's reports with respect to
qualifications in the audit
the unconsolidated annual accounts of HeidelbergCement
reports on historical
Finance Luxembourg S.A. as of and for the fiscal years ended
financial information
December 31, 2017 and December 31, 2016 do not include any
qualifications.
B.12
Selected historical key financial information
The following table sets out selected historical financial information related to
HeidelbergCement Finance Luxembourg S.A. for the fiscal years ended December 31, 2017
and December 31, 2016 derived from the audited unconsolidated annual accounts of HC
Finance S.A. as of and for the fiscal year ended December 31, 2017 (including the comparative
amounts as of and for the fiscal year ended 2016), prepared on the basis of Luxembourg legal
and regulatory requirements relating to the preparation and presentation of the annual accounts
("Luxembourg GAAP").
Where financial information in the table is labelled "audited", this means that it has been taken
from the above mentioned audited unconsolidated annual accounts of HeidelbergCement
Finance Luxembourg S.A. The label "unaudited" is used in the table to indicate financial
information that has not been taken from the audited unconsolidated annual accounts
mentioned above but has been calculated on the basis of financial information from the above
mentioned audited unconsolidated annual accounts.

Year
ended

Year ended
December 31, 2017
December 31, 2016
(in

thousands)
audited, unless otherwise indicated
Net turnover, other operating

income, income from participating
434,935
486,761
interests and other interest
receivable and similar income
(unaudited)
Interest payable and similar

expenses concerning affiliated
-67,926
-60,201
undertakings
Interest payable and similar

expenses - other interest and
-246,351
-303,701
similar expenses
Other external expenses, staff

costs and other taxes (unaudited)
-12,201
-15,903
Profit for the financial year
108,457
106,956

Net cash flows used in operating

activities
-107,209
-233,023
Net cash flows from/used in

investing activities
-939,037
533,024
Net cash flows from/used in

financing activities
1,046,244
-300,000