- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
March 15 2012 - 4:16PM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration No. 333-174268
March 15, 2012
Final Term Sheet
USD 750,000,000 Floating Rate Global Notes due 2014
To be fungible
with and form a single issuance with KfWs USD 1,250,000,000 Floating Rate Global Notes due 2014 issued on January 17, 2012
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Terms:
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Issuer:
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KfW
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Guarantor:
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Federal Republic of Germany
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Aggregate Principal Amount:
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USD 750,000,000
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Denomination:
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USD 1,000
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Maturity Date:
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January 17, 2014
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Redemption Amount:
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100%
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Rate of Interest:
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Three-Month LIBOR (as defined below) plus a margin of 0.18% per annum.
The notes will bear interest on their Aggregate Principal Amount from (and including)
January 17, 2012 to (but excluding) the first Interest Payment Date (as defined below) and thereafter from (and including) each Interest Payment Date to (but excluding) the next following Interest Payment Date (each such period, an
Interest Period). Interest on the notes will be payable in arrears on each Interest Payment Date. The rate of interest for each Interest Period will be determined on the applicable Interest Determination Date (as defined
below).
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Three-Month LIBOR:
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Three-Month LIBOR, as determined by the Calculation Agent (as defined below), will be the rate for deposits in U.S. dollars with
maturities of three months that appears on the Screen Page (as defined below) as of 11:00 A.M. (London time) on the applicable Interest Determination Date.
If, as at such time, the Screen Page is not available or if no such quotation appears, the reference rate for the determination of the Rate of Interest
for the relevant Interest Period (the Reference Rate) will be the rate calculated by the Calculation Agent based on at least two offered quotations obtained by the Calculation Agent after requesting the principal London office of each of
four major banks in the London interbank market (which may include the Calculation Agent, the Paying Agent, the Additional Paying Agent, the Registrar or their affiliates), selected by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in U.S. dollars for a period of three months, commencing on the first London Business Day (as defined below) of the relevant Interest Period, to prime banks in the London interbank market at approximately 11:00 A.M.
(London time) on that Interest Determination Date and in a Representative Amount (as defined below). If at least two quotations are provided as requested, the Reference Rate for the relevant Interest Period will be the arithmetic mean (rounded if
necessary to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards) of the quotations provided. If fewer than two quotations are provided as requested, the Reference Rate will be the arithmetic mean (rounded
if necessary to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards) of the quotations at approximately 11:00 A.M. (London time) on the applicable Interest Determination Date by the principal London office
of each of three major banks (which may include the Calculation Agent, the Paying Agent, the Additional Paying Agent, the Registrar or their affiliates), selected by the Calculation Agent, for loans in U.S. dollars to leading European banks, for a
period of three months, commencing on the first London Business Day of the relevant Interest Period and in a Representative Amount.
London Business Day means any day, other than a Saturday or Sunday, on which credit institutions are open for business in London.
Representative Amount means an amount that is representative for a single
transaction in the relevant market at the relevant time.
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Screen Page:
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Reuters LIBOR01 page or such other page as may replace such page from time to time
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Date of Pricing:
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March 15, 2012
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Closing Date:
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March 22, 2012
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Interest Payment Dates:
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Every January 17, April 17, July 17 and October 17, commencing on April 17, 2012, subject to the Business Day Convention.
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Accrued Interest:
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USD 1,011,562.50 from, and including, January 17, 2012, to, but excluding, March 22, 2012 (for aggregate principal amount of USD 750,000,000).
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Interest Determination Dates:
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The second London Business Day immediately preceding the first day of the relevant Interest Period.
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Interest Amount:
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The Calculation Agent will, on or as soon as practicable after each Interest Determination Date, determine the Rate of Interest and
calculate the amount of interest payable on the notes for the relevant Interest Period (the Interest Amount). Each Interest Amount will be calculated by applying the Rate of Interest and the Day Count Fraction (as defined below) to the
Aggregate Principal Amount of the notes and rounding the resultant figure to the nearest U.S. cent (with 0.5 U.S. cents being rounded upwards).
The Calculation Agent will cause the Rate of Interest, each Interest Amount, each Interest Period and the relevant Interest Payment Date to be notified to
the Issuer, the Paying Agent, the Additional Paying Agent and the noteholders as soon as possible after determination, but in no event later than the fourth London Business Day thereafter and, if required by the rules of the Luxembourg Stock
Exchange, also to be notified to the Luxembourg Stock Exchange as soon as possible after determination. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of
adjustment) without notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to the Luxembourg Stock Exchange, the Issuer, the Paying Agent, the Additional Paying Agent and the
noteholders.
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for these purposes by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying Agent, the Additional Paying Agent and the
noteholders.
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Currency of Payments:
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USD
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Price to Public/Issue Price:
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100.3734%, plus Accrued Interest
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Underwriting Commissions:
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None
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Proceeds to Issuer:
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100.3734%, plus Accrued Interest
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Format:
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SEC-registered global notes
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Listing:
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Luxembourg Stock Exchange (regulated market)
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Business Day:
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New York
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Business Day Convention:
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Modified following, adjusted
If any due date (other than the Maturity Date) would otherwise be a day that is not a Business Day, the relevant date will be postponed to the next day
that is a Business Day; provided, however, that, if that date would fall in the next succeeding month, such date will be the immediately preceding Business Day. If any such due date (other than the Maturity Date) is postponed or brought forward as
described above, the Interest Amount will be adjusted accordingly and the noteholder will be entitled to more or less interest, respectively.
If the Maturity Date is not a Business Day, the payment of principal and interest will not be made until the next following Business Day, and no further
interest will be paid in respect of the delay in such payment.
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Day Count Fraction:
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Actual/360 (when calculating an amount of interest on any note for any period of time, the actual number of days in that period divided by 360)
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Governing Law/Jurisdiction:
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German law; District Court Frankfurt am Main
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Gross-Up:
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No gross-up if tax deduction or withholding is imposed
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Cross-Default:
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None
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Clearing System:
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DTC (deliverable through CBL and Euroclear)
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ISIN:
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US500769EV25
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CUSIP:
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500769 EV2
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Selling Restrictions:
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European Economic Area, UK, Japan, Canada, Hong Kong
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Ratings of Issuer:
1
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AAA by Standard & Poors, Aaa by Moodys Investors Service and AAA by Fitch Ratings
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Joint Lead Managers:
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BNP PARIBAS
BofA Merrill
Lynch
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Stabilization Manager:
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Merrill Lynch International
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1
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A security rating is not a recommendation to buy, sell or hold securities. Ratings are subject to revision or withdrawal at any time by the
assigning rating organization. Each rating should be evaluated independently of any other rating.
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Calculation Agent:
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The Bank of New York Mellon
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Registrar:
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The Bank of New York Mellon (Luxembourg) S.A.
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Paying Agent:
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The Bank of New York Mellon
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Additional Paying Agent:
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The Bank of New York Mellon, Filiale Frankfurt am Main
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Website at
www.sec.gov
. The prospectus supplement relating to the notes is available under the following link:
http://www.sec.gov/Archives/edgar/data/821533/000104746911005436/a2204268z424b3.htm
. KfWs base prospectus relating to the notes is available through the following link:
http://www.sec.gov/Archives/edgar/data/821533/000104746911005435/a2204267z424b3.htm
. Alternatively, BofA Merrill Lynch will arrange to send you the prospectus, which you may request by calling toll-free: +1-800-294-1322.