Obligation Adidas AG 2.25% ( XS1114159277 ) en EUR

Adidas AG

100 % ▼

Allemagne

XS1114159277 ( en EUR )

2.25% par an ( paiement annuel )

08/10/2026 - Obligation échue

Prospectus brochure de l'obligation Adidas AG XS1114159277 en EUR 2.25%, échue

1 000 EUR

400 000 000 EUR

L'Obligation émise par Adidas AG ( Allemagne ) , en EUR, avec le code ISIN XS1114159277, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/10/2026

Prospectus
Dated September 30, 2014

adidas AG
(a stock corporation (Aktiengesellschaft) incorporated under the laws of Federal Republic of Germany,
having its corporate domicile in Herzogenaurach, Federal Republic of Germany)
per cent. Notes due 2021
and
per cent. Notes due 2026

adidas AG, Herzogenaurach, Federal Republic of Germany (the "Issuer"), wil issue on
October 8, 2014 (the "Issue Date") per cent. Notes due October 8, 2021 (the "2021 Notes")
and per cent. Notes due October 8, 2026 (the "2026 Notes" and, together with the 2021 Notes,
the "Notes"). The 2021 Notes will be redeemed at par on October 8, 2021. The 2026 Notes will be
redeemed at par on October 8, 2026. The 2021 Notes wil bear interest from and including
October 8, 2014 to, but excluding, October 8, 2021 at a rate of per cent. per annum, payable
annually in arrear on October 8 in each year, commencing on October 8, 2015. The 2026 Notes will
bear interest from and including October 8, 2014 to, but excluding, October 8, 2026 at a rate of per
cent. per annum, payable annual y in arrear on October 8 in each year, commencing on
October 8, 2015.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the
Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended
(the "Prospectus Directive"). This Prospectus will be published in electronic form together with all
documents incorporated by reference on the website of the Luxembourg Stock Exchange
(www.bourse.lu). This Prospectus has been approved by the Commission de Surveil ance du Sector
Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority
under the Luxembourg law relating to prospectuses (Loi relative aux prospectus pour valeurs
mobilières, the "Prospectus Law"), as amended, which implements the Prospectus Directive into
Luxembourg law. The Issuer has requested the CSSF to provide the competent authority in the
Federal Republic of Germany ("Germany"), the Republic of Austria ("Austria") and The Netherlands
with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Prospectus Law.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and
admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange ("Bourse de
Luxembourg"), a market appearing on the list of regulated markets issued by the European
Commission pursuant to Directive 2004/39/EC of April 21, 2004 on Markets in Financial Instruments
amending Council Directives 85/811/EEC and 93/6/EEC and Directive 2000/12/EC of the European
Parliament and of the Council and repealing Council Directive 93/22/EEC.
The Notes are issued in bearer form with a denomination of 1,000 each.
The issue price of the 2021 Notes is per cent. and the issue price of the 2026 Notes is per cent.
The 2021 Notes have been assigned the following securities codes: ISIN XS1114155283, Common
Code 111415528, WKN A13R5D.
The 2026 Notes have been assigned the following securities codes: ISIN XS1114159277, Common
Code 111415927, WKN A13R5E.
The issue price, the aggregate principal amount of Notes to be issued, the number of Notes to be issued,
the interest rate, the issue proceeds, and the yield of the issue in respect of the 2021 Notes and of the 2026
Notes will be included in the Pricing Notice (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE
NOTES" below) which wil be filed with the CSSF and published on the website of the Luxembourg Stock
Exchange (www.bourse.lu) prior to the Issue Date of the Notes.

Joint Lead Managers

BayernLB
Deutsche Bank
J.P.Morgan
Mizuho Securities

UniCredit Bank

ii
RESPONSIBILITY STATEMENT
The Issuer with its registered office in Herzogenaurach, Germany accepts responsibility for the
information contained in this Prospectus and hereby declares that, having taken all reasonable care to
ensure that such is the case, the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its importance.

The Issuer further confirms that (i) this Prospectus contains al information with respect to the Issuer
and its subsidiaries and affiliates taken as a whole (the "adidas Group", the "Group" or "adidas") and
to the Notes which is material in the context of the issue and offering of the Notes, including all
information which, according to the particular nature of the Issuer and of the Notes, 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 Issuer and the adidas Group and
of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the
Issuer, the adidas Group, and the Notes are in every material particular true and accurate and not
misleading; (ii ) there are no other facts in relation to the Issuer, the adidas Group, or the Notes 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 Issuer to ascertain such facts and to verify the accuracy of all such information and statements.

Pursuant to Article 7(7) of the Luxembourg Law, by approving this Prospectus, the CSSF gives no
undertaking as to the economic and financial soundness of the transaction and the quality or solvency
of the Issuer.
NOTICE
No person is authorized to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such information or representations must not be
relied upon as having been authorized by or on behalf of the Issuer or the Managers (as defined below
under "SUBSCRIPTION, SALE AND OFFER OF THE NOTES"). Neither the delivery of this
Prospectus nor any sale made hereunder shal , under any circumstances, create any implication that
there has been no change in the affairs of the Issuer or any of their affiliates since the date of this
Prospectus, or that the information herein is correct at any time since its date.
This Prospectus contains certain forward-looking statements, including statements using the words
"believes", "anticipates" "intends", "expects" or other similar terms. This applies in particular to
statements under the caption "GENERAL INFORMATION ON THE ISSUER - Business" and
statements elsewhere in this Prospectus relating to, among other things, the future financial
performance, plans and expectations regarding developments in the business of the Issuer. These
forward-looking statements are subject to a number of risks, uncertainties, assumptions and other
factors that may cause the actual results, including the financial position and profitability of the Issuer,
to be material y different from or worse than those expressed or implied by these forward-looking
statements. The Issuer does not assume any obligation to update such forward-looking statements
and to adapt them to future events or developments.
Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer, is
responsible for the information contained in this Prospectus 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 Managers have not independently verified
any such information and accept no responsibility for the accuracy thereof.
Each investor contemplating purchasing any Notes should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This
Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the
Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the Notes should be considered as a recommendation by the Issuer or the Managers
to a recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus does not constitute, and may not be used for the purposes 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 offer or solicitation.

i i
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions
is restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer
and the Managers to inform themselves about and to observe any such 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 U.S. tax law requirements. Subject to certain
limited exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S.
persons.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH
(OR PERSONS ACTING ON ITS BEHALF) 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, THERE IS NO
ASSURANCE THAT DEUTSCHE BANK AG, LONDON BRANCH (OR PERSONS ACTING ON ITS
BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN
AT ANY TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER
OF THE NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE
PROCEEDS OF THE ISSUE BY THE ISSUER AND 60 CALENDAR DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE NOTES. SUCH STABILISING SHALL BE IN COMPLIANCE WITH ALL
LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY RELEVANT JURISDICTION.
CONSENT TO USE THE PROSPECTUS
Each Manager and/or each further financial intermediary subsequently resel ing or final y placing the
Notes is entitled to use the Prospectus in Luxembourg, Germany, The Netherlands and Austria for the
subsequent resale or final placement of the Notes during the period commencing on the later of (and
including) (i) October 6, 2014 and (i ) the date of the publication of the Pricing Notice following its
publication and ending on (and including) October 8, 2014 during which subsequent resale or final
placement of the Notes can be made, provided however, that the Prospectus is stil valid in
accordance with Article 11 of the Luxembourg Law. The Issuer accepts responsibility for the
information given in this Prospectus also with respect to such subsequent resale or final placement of
the Notes.
The Prospectus may only be delivered to potential investors together with all supplements published
before such delivery. Any supplement to the Prospectus wil be available for viewing in electronic form
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
When using the Prospectus, each Manager 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 Joint Lead Manager and/or a further financial
intermediary, the Manager 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 financial intermediary using the Prospectus shall state on its website that it uses the
Prospectus in accordance with this consent and the conditions attached to this consent.

In this Prospectus all references to "", "EUR" or "Euro" are to the currency introduced at the start of
the third stage of the European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of May 3, 1998 on the introduction of the Euro, as amended.

iv
TABLE OF CONTENTS
Page

SUMMARY ............................................................................................................................................... 1
ZUSAMMENFASSUNG ..........................................................................................................................15
RISK FACTORS .....................................................................................................................................31
USE OF PROCEEDS .............................................................................................................................38
GENERAL INFORMATION ON THE ISSUER .......................................................................................39
CONDITIONS OF ISSUE FOR THE 2021 NOTES ................................................................................59
CONDITIONS OF ISSUE FOR THE 2026 NOTES ................................................................................83
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS .......................................107
TAXATION ............................................................................................................................................109
SUBSCRIPTION, SALE AND OFFER OF THE NOTES ......................................................................119
GENERAL INFORMATION ..................................................................................................................123
INCORPORATION BY REFERENCE ..................................................................................................123
NAMES AND ADDRESSES .................................................................................................................125

1
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for
this type of securities and issuer. Because some Elements are not required to be addressed, there
may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and issuer, it is possible that no relevant information can be given regarding the Element. In
this case a short description of the Element is included in the summary with the mention of "not
applicable".
Section A Introduction and warnings
A.1
Introduction
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 States,
have to bear the costs of translating the Prospectus,
before the legal proceedings are initiated; and
civil liability attaches only to the Issuer which has tabled
the Summary including any translation thereof, but only if
the Summary is misleading, inaccurate or inconsistent
when read together with the other parts of the Prospectus
or it does not provide, when read together with the other
parts of the Prospectus, key information in order to aid
investors when considering whether to invest in such the
Notes.
A.2
Consent
Each of Bayerische Landesbank, Deutsche Bank AG London
Branch, J.P. Morgan Securities plc, Mizuho International plc,
UniCredit Bank AG and possible other financial institutions
(together the "Managers") and/or each further financial
intermediary subsequently reselling or final y placing the Notes is
entitled to use the Prospectus for the subsequent resale or final
placement of the Notes in the Grand Duchy of Luxembourg, the
Federal Republic of Germany, The Netherlands and the Republic
of Austria during the offer period for the subsequent resale or final
placement of the Notes from October 6, 2014 to October 8, 2014,
provided however, that the Prospectus is still valid in accordance
with Article 11 of the Luxembourg law on 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 November 4, 2003 (as
amended by Directive 2010/73/EU of the European Parliament
and of the Council of November 24, 2010).
The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.

2
When using the Prospectus, each Manager 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 Manager and/or a
further financial intermediary, the Manager 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.

3
Section B Issuer
B.1
Legal
and The legal name of the issuer is adidas AG (the "Issuer"), the
commercial
commercial name of the Issuer is "adidas".
name
of
the
Issuer
B.2
Domicile/
legal The Issuer is a stock corporation (Aktiengesellschaft) under
form/ legislation/ German law founded in Germany. Its registered office is at Adi-
country
of Dassler-Strasse 1, 91074 Herzogenaurach, Germany.
incorporation
B.4b
Known
trends In 2014, despite a high degree of economic uncertainty,
affecting
the particularly in the emerging markets, the global economy and
Issuer and the consumer spending is expected to increase, providing a positive
industries
in backdrop for the continued growth and expansion of the sporting
which
it goods industry. In particular, the sporting goods industry should
operates
benefit from the world's largest sports event, the FIFA World Cup
hosted by Brazil.
Following macroeconomic trends, consumer spending on sporting
goods in the emerging economies is expected to grow faster than
in the more developed markets. Private consumption in many
developed economies is forecasted to improve moderately in
2014, supporting modest industry expansion in those markets.
While inflationary pressures are projected to remain relatively
contained in most markets, currency devaluations in several
emerging market countries are likely to lead to significant price
increases over time in the affected countries. In addition, wage
growth in the emerging economies is forecasted to continue to
add costs to the industry, especial y where the industry sources
and manufactures sporting goods.
B.5
Description
of The Issuer is the parent company of the adidas group (the
the Group and "adidas Group").
the
Issuer's The adidas Group employs more than 50,000 people worldwide
position within with less than 11 per cent. of them working in Germany. It has 161
the Group
subsidiaries worldwide.
B.9
Profit forecast or Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in Not applicable; there are no qualifications.
the Audit Report
B.12
Selected
The following table sets out the key financial information regarding
historical
key the adidas Group extracted from the audited consolidated financial
financial
statements of the Issuer for the fiscal year ended December 31,
information
2013, the fiscal year ended December 31, 2012 and the unaudited
interim consolidated financial statements of the Issuer for the six
months ended June 30, 2014 and June 30, 2013.

4

January 1
January 1
Fiscal year
Fiscal year
June 30, 2014
June 30, 2013
2013
2012

(unaudited)
(audited)
(in mil ions)
Net Sales ................................
6,998
..................
7,1 34
14,492
14,883
EBITDA1 ................................
665
...................
823
1,523
1,445
Operating profit ................................
523
.........
693
1,202
920
Total assets ................................
11,887
..............
11
,525
11,599
11,651
Shareholders'
5,513
5,476
5,489
5,304
Equity ........................................................
1 EBITDA = Income before taxes + Interest expense (net) + Depreciation and amortization and impairment
losses (net) on tangible and intangible assets.
A description of There has been no material adverse change in the prospects of
any
material the Issuer since December 31, 2013.
adverse change
in the prospects
of the Issuer
A description of On July 31, 2014, adidas Group updated its full year 2014
significant
financial outlook, taking into account the continued weakness in
changes in the the golf market as wel as recent developments in Russia/CIS. In
financial
or addition, management announced strategic measures, which wil
trading position impact adidas Group's financial development in the second half of
2014 and 2015. As a result, sales are expected to increase at a
mid- to high- single-digit rate on a currency-neutral basis in 2014.
Poor retail sentiment and a slow liquidation of old inventory in the
golf market wil have a significant impact on revenues in the
TaylorMade-adidas Golf segment and weigh on the overall adidas
Group sales development. In addition, currency translation in
particular from the depreciation of the Russian Ruble is
expected to impact negatively adidas Group's top-line
development.
B.13
Recent Events
On May 6, 2014, adidas Group confirmed that it has seen
increased interest in its Rockport segment and, therefore, decided
to engage in discussions with several parties with the help of a
financial advisor.
On July 14, 2014 adidas Group announced a long-term promotion
contract with Manchester United F.C. The minimum financial
commitments in connection with the respective contract amount to
936 mil ion over a period of ten years.
B.14
Please read Element B.5 together with the information below.

Dependence
As the Issuer is the parent company of the adidas Group, it is not
upon
other dependent on other entities within adidas Group.
entities
within

5
the group
B.15
A description of The Issuer and its subsidiaries design, develop, produce and
the
issuer's market increasingly through own-retail activities a broad range
principal
of athletic and sports lifestyle products. Its product range covers
activities
sports footwear and apparel, golf hardware and other sports
equipment and accessories. Based on its own assessment the
adidas Group is the world's second-largest sporting goods
company and enjoys a diverse and widespread global presence.
The adidas Group has divided its operating activities into six
segments: Wholesale, Retail, TaylorMade-adidas Golf, Rockport,
Reebok-CCM Hockey and Other Central y Managed Brands. The
Wholesale segment comprises all business activities relating to
the distribution of adidas and Reebok products to retail customers.
The Retail segment comprises all business activities relating to
the sale of adidas and Reebok products directly to end consumers
through own retail and own e-commerce platforms. The operating
segment TaylorMade-adidas Golf comprises the brands
TaylorMade, adidas Golf, Adams Golf and Ashworth. The
segment Other Central y Managed Brands primarily includes the
business activities of the labels Y-3 and Porsche Design Sport by
adidas as well as the business activities of the brand Five Ten in
the outdoor action sports sector.
The adidas Group aggregates its markets into six geographies:
Western Europe, European Emerging Markets, North America,
Greater China, Other Asian Markets as wel as Latin America.
B.16
Controlling
Not applicable. To its knowledge, adidas AG is neither directly nor
Persons
indirectly owned in a manner that would al ow such owner to
exercise a controlling influence over adidas.
B.17
Credit
ratings Not applicable; neither the Issuer nor its debt securities have been
assigned to the rated.
Issuer or its debt
securities

6
Section C Securities
C.1
Type and class Type and Class
of the securities, The Issuer's per cent notes due 2021 (the "2021 Notes")
including
any and per cent notes due 2026 (the "2026 Notes" and,
security
together with the 2021 Notes, the "Notes") are unsecured bearer
identification
notes.
number.
Security Identification Number(s)
2021 Notes:
ISIN:
XS1114155283
Common Code: 111415528
WKN:
A13R5D
2026 Notes:
ISIN:
XS1114159277
Common Code: 111415927
WKN:
A13R5E
C.2
Currency of the The Notes are issued in Euro.
securities issue.
C.5
Restrictions on Not applicable. The Notes are freely transferable.
the
free
transferability of
the securities.
C.8
Rights attached Rights attached to the Notes
to the Notes,

Each holder of the Notes has the right vis-à-vis the Issuer to claim
ranking of the payment of interest and nominal when such payments are due in
Notes
and accordance with the terms and conditions of the Notes.
limitations to the
rights attached Early Redemption for Taxation Reasons
to the Notes
Early redemption wil be permitted if the Issuer has or will become
obliged to pay certain additional amounts in respect of the Notes
as a result of any change in the tax laws of Germany.
Early Redemption at the Option of the Issuer
The 2021 Notes may be redeemed at any time during a period
commencing on July 8, 2021 and ending on the maturity date at
their nominal amount plus accrued interest at the option of the
Issuer.
The 2026 Notes may be redeemed at any time during a period
commencing on July 8, 2026 and ending on the maturity date at
their nominal amount plus accrued interest at the option of the
Issuer.