COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Federal Republic of Germany

Transcription

1 Second Supplement dated 14 November 2013 to the Base Prospectus dated 8 October 2013 COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Federal Republic of Germany 25,000,000,000 Medium Term Note Programme (the "Programme") This second supplement (the "Second Supplement") to the base prospectus dated 8 October 2013 (the "Base Prospectus" or the "Prospectus") constitutes a supplement for the purposes of Article 13 of the 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, into Luxembourg Law (the "Luxembourg Law") and is prepared in connection with the 25,000,000,000 Medium Term Note Programme of COMMERZBANK Aktiengesellschaft ("Commerzbank Aktiengesellschaft", "COMMERZBANK", the "Issuer" or the "Bank", together with its consolidated subsidiaries and affiliated companies "COMMERZBANK Group" or the "Group"). Unless otherwise defined herein, expressions defined in the Base Prospectus shall have the same meaning when used in this Second Supplement. This Second Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and the supplement thereto dated 30 October 2013 (the "Supplement"). This Second Supplement has been prepared following the publication of the Interim Report of the COMMERZBANK Group as of 30 September 2013 and in order to add some recent developments as well as further selling restrictions. The Issuer accepts responsibility for the information contained in this Second Supplement and hereby declares, that having taken all reasonable care to ensure that such is the case, the information contained in this Second Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. To the extent that there is any inconsistency between (a) any statement in this Second Supplement and (b) any other statement in or incorporated in the Base Prospectus, the statements in (a) above will prevail. In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for the Notes before this Second Supplement is published have the right, exercisable within two working days after the publication of this Second Supplement, to withdraw their acceptances. The final date of the right of withdrawal will be 18 November This Second Supplement is available for viewing in electronic form together with the Base Prospectus, the Supplement thereto and the documents incorporated by reference at the website of the Luxembourg Stock Exchange ( Furthermore, this Second Supplement is available for viewing in electronic form at the website of COMMERZBANK Aktiengesellschaft ( aktionaere/emissionsprogramme/mtn_programm/mtn_programm.html) and copies may be obtained from COMMERZBANK Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), D Frankfurt am Main.

2 Amendments to the Base Prospectus Summary Element B.12 on pages 5 to 7 of the Base Prospectus shall be deleted and replaced by the following: B.12 Selected key financial information The following table shows in overview form the balance sheet and income statement of the COMMERZBANK Group which has been extracted from the respective audited consolidated financial statements prepared in accordance with IFRS as of December 31, 2011 and 2012 as well as from the consolidated interim financial statements as of September 30, 2013 (reviewed): Balance sheet 31 December December 30 September 2012 *) 2013 Assets ( m) Cash reserve... 6,075 15,755 11,122 Claims on banks... 87,790 88, ,482 Claims on customers , , ,530 Value adjustment portfolio fair value hedges Positive fair value of derivative hedging instruments... 5,132 6,057 4,053 Trading assets , , ,472 Financial investments... 94,523 89,142 84,487 Holdings in companies accounted for using the equity method Intangible assets... 3,038 3,051 3,122 Fixed assets... 1,399 1,372 1,721 Investment properties Non-current assets and disposal groups held for sale... 1, Current tax assets Deferred tax assets... 4,154 3,216 3,153 Other assets... 3,242 3,571 3,742 Total , , ,232 Liabilities and equity ( m) Liabilites to banks... 98, , ,315 Liabilities to customers , , ,244 Securitised liabilities ,673 79,332 69,551 Value adjustment portfolio fair value hedges , Negative fair values of derivative hedging instruments... 11,427 11,739 8,429 Trading liabilities , ,111 82,646 Provisions... 3,761 4,099 3,965 Current tax liabilities Deferred tax liabilities Liabilities from disposal groups held for sale Other liabilities... 6,568 6,523 6,590 Subordinated capital... 13,285 12,316 12,136 Hybrid capital... 2,175 1,597 1,489 Equity... 24,803 26,327 26,747 Total , , ,232 *) Prior-year figures restated due to the first-time application of the amended IAS 19 and other disclosure changes

3 January - December January - September *) 2013 Income Statement ( m) Net interest income... 6,724 5,539 4,759 4,468 Loan loss provisions... (1,390) (1,660) (1,046) (1,296) Net interest income after loan loss 5,334 3,879 3,713 3,172 provisions... Net commission income... 3,495 3,191 2,485 2,440 Net trading income and net income from 1,986 1, hedge accounting... Net investment income... (3,611) 81 (169) 10 Current net income from companies accounted for using the equity method Other net income... 1,253 (77) (55) (147) Operating expenses... 7,992 7,025 5,254 5,109 Restructuring expenses Net gain or loss from sale of disposal of --- (268) (83) --- groups... Pre-tax profit or loss , Taxes on income (240) Consolidated profit or loss *) Prior-year figures restated due to the first-time application of the amended IAS 19 and other disclosure changes. Save as disclosed in element B.13 there has been no material adverse change in the prospects of the COMMERZBANK Group since December 31, Save as disclosed in element B.13 no significant changes in the financial position of the COMMERZBANK Group have occurred since September 30, Zusammenfassung Element B.12 on pages 24 and 25 of the Base Prospectus shall be deleted and replaced by the following: B.12 Ausgewählte wesentliche Finanzinformationen Die nachstehende Übersicht stellt in überblicksmäßiger Form die Bilanz und Gewinn- und Verlustrechnung des COMMERZBANK- Konzerns dar, die den jeweils geprüften Konzernabschlüssen nach IFRS zum 31. Dezember 2011 und 2012 sowie dem verkürzten, prüferisch durchgesehenen Konzernzwischenabschluss zum 30. September 2013 entnommen wurden: Konzern-Bilanz (IFRS) 31. Dezember Dezember 2012*) 30. September 2013 Aktiva (in Mio ) Barreserve Forderungen an Kreditinstitute Forderungen an Kunden Wertanpassung aus Portfolio Fair Value Hedges

4 Positive Marktwerte aus derivativen Sicherungsinstrumenten Handelsaktiva Finanzanlagen Anteile an at-equity-bewerteten Unternehmen Immaterielle Anlagewerte Sachanlagen Als Finanzinvestition gehaltene Immobilien Zur Veräußerung gehaltene langfristige Vermögenswerte und Vermögenswerte aus Veräußerungsgruppen Tatsächliche Ertragsteueransprüche Latente Ertragsteueransprüche Sonstige Aktiva Gesamt Passiva (in Mio ) Verbindlichkeiten gegenüber Kreditinstituten Verbindlichkeiten gegenüber Kunden Verbriefte Verbindlichkeiten Wertanpassung aus Portfolio Fair Value Hedges Negative Marktwerte aus derivativen Sicherungsinstrumenten Handelspassiva Rückstellungen Tatsächliche Ertragsteuerschulden Latente Ertragsteuerschulden Verbindlichkeiten von zur Veräußerung gehaltenen Veräußerungsgruppen Sonstige Passiva Nachrangkapital Hybridkapital Eigenkapital Gesamt *) Anpassung Vorjahr aufgrund der Erstanwendung des geänderten IAS 19 sowie weiterer Ausweisänderungen. Konzern-Gewinn-und Verlustrechnung (IFRS) (in Mio ) Januar - Dezember Januar - September * ) 2013 Zinsüberschuss Risikovorsorge im Kreditgeschäft.... (1.390) (1.660) (1.046) (1.296) Zinsüberschuss nach Risikovorsorge Provisionsüberschuss Handelsergebnis und Ergebnis aus Sicherungszusammenhängen Ergebnis aus Finanzanlagen... (3.611) 81 (169) 10 Laufendes Ergebnis aus at- Equity-bewerteten Unternehmen... Sonstiges Ergebnis (77) (55) (147) Verwaltungsaufwendungen Restrukturierungsaufwendungen Ergebnis aus dem Verkauf von Veräußerungsgruppen --- (268) (83)

5 Ergebnis vor Steuern Steuern vom Einkommen und Ertrag (240) Konzernergebnis *) Anpassung Vorjahr aufgrund der Erstanwendung des geänderten IAS 19 sowie weiterer Ausweisänderungen. Außer wie unter B.13. dargestellt, ist seit dem 31. Dezember 2012 keine wesentliche negative Veränderung in den Aussichten des COMMERZBANK-Konzerns eingetreten. Außer wie unter B.13. dargestellt, ist seit dem 30. September 2013 keine wesentliche Veränderung in der Finanzlage des COMMERZBANK-Konzerns eingetreten. Risk Factors In sub-section "Legal Risks" the risk factor "Payment and restoration of value claims have been asserted against COMMERZBANK and its subsidiaries, in some cases also in court, in connection with profit participation certificates and trust preferred securities they have issued. The outcome of such proceedings may have material adverse effects on the Group that go beyond the claims asserted in each case" on pages 95 and 96 of the Base Prospectus shall be deleted and replaced by the following: Payment and restoration of value claims have been asserted against COMMERZBANK and its subsidiaries, in some cases also in court, in connection with profit participation certificates and trust preferred securities they have issued. The outcome of such proceedings may have material adverse effects on the Group that go beyond the claims asserted in each case. COMMERZBANK and its subsidiaries (particularly Hypothekenbank Frankfurt and its legal predecessors) and Dresdner Bank and its subsidiaries have issued profit participation certificates and other hybrid financial instruments, including trust preferred securities in particular. These instruments are generally structured so that they are recognized for regulatory purposes as equity. In some cases, there is an obligation to pay interest only where distributable profit has been realized, or only insofar as the payment of interest does not lead to a net loss, and some types of instruments are structured so that in the case of losses, the redemption amount of the instruments can be reduced (loss participation). Due to losses incurred in the 2009, 2010, 2011 and 2012 financial years, no interest was paid for those financial years on profit participation certificates and trust preferred securities issued by Hypothekenbank Frankfurt, its legal predecessors and its subsidiaries. In addition, the losses had reduced the principal amount payable on redemption of the profit participation certificates due to their participation in losses. Various investors have filed suit in Germany in respect of the reduction of the principal amount payable on redemption and the non-servicing of the profit participation certificates. On May 28, 2013 the German Federal Court of Justice decided adversely to COMMERZBANK in two cases, holding that, because the forecast in respect of the earnings development of Hypothekenbank Frankfurt was positive at the time the control and profit transfer agreement was entered into, the distributions provided for under the profit participation certificates are to be made in full and the principal amount payable on redemption may not be reduced, irrespective of the financial condition of Hypothekenbank Frankfurt. On July 1, 2013, Hypothekenbank Frankfurt effected the decision of the German Federal Court of Justice through a reversal of the reduction and payments of interest to the holders of the profit participation certificates. Investors in the trust preferred securities issued by Eurohypo Capital Funding Trust I and Eurohypo Capital Funding Trust II have filed suit in Germany and the United States of America in respect of the non-servicing of the trust preferred securities. Hypothekenbank Frankfurt therefore, has agreed to make payments to the holders of the Trust Preferred Securities of Eurohypo Capital Funding Trust I and II for the coupons foregone on 2010, 2011, 2012 and No interest was paid for the 2009, 2010 and 2011 financial years on some trust preferred securities issued by a number of COMMERZBANK subsidiaries, due to the economic situation in these financial years. The terms and conditions of these trust preferred securities contain parity treatment clauses under which there is an obligation to pay interest on these trust preferred securities in the event that - 5 -

6 interest is paid on other comparable instruments. On the basis of these parity treatment clauses, investors have also asserted claims for the non-payment of interest, including in some cases in U.S. courts, and have demanded that these trust preferred securities be restructured as subordinated instruments in the event of an insolvency. In one of the two cases pending in Delaware, the Delaware Supreme Court issued an opinion, under which the previous judgment of the Court of Chancery in favour of the Bank was vacated, and the case remanded with instructions to the Court of Chancery to enter final judgment in favour of the claimants. The Supreme Court also stipulated that the Court of Chancery should make its decision consistent with the holdings of the opinion. In summary, the Supreme Court took the following position: Interest payments that had not been made must be made because payments on other comparable instruments were made in the relevant years; moreover, there is an obligation to restructure those trust preferred securities that are the subject of the litigation into subordinated instruments in the event of an insolvency. The final judgment taking into account the Supreme Court s opinion was released on July 16, The other court case pending in Delaware in respect of the failure to make payments on trust preferred securities issued by another subsidiary of COMMERZBANK is currently still suspended. At the end of July 2013, COMMERZBANK effected the final judgment through payments of interest to the holders of the COMMERZBANK trust preferred securities. Furthermore, payments on or servicing hybrid financial instruments, such as the early repayment of silent participations or related servicing or repurchases of hybrid financial instruments, may result in investors who have invested in other profit participation certificates or other hybrid financial instruments bringing claims for the payment of interest that has not been made or for the write-up of the principal amount payable on redemption. If claims are made in such cases and payments become necessary even if COMMERZBANK considers them to be without merit, corresponding charges at Group level would be incurred (for further consequences see also risk factor: The Group s regulatory capital also includes instruments that may cease to qualify as regulatory capital, which could result in its business operations being restricted ). Each of these risks may have material adverse effects on the Group s net assets, financial position and results of operations. Important Notice about the Prospectus In the section "Important Notice about the Prospectus" the second last paragraph on page 101 of the Base Prospectus shall be deleted and replaced by the following: The distribution of the Prospectus and the offer or sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession the Prospectus or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of the Prospectus and the offer or sale of the Notes in the United States, the United Kingdom, the European Economic Area, Switzerland, the People's Republic of China, Hong Kong, Taiwan and Japan (see "Selling Restrictions" on page 325). Commerzbank Aktiengesellschaft Sub-section "Interim Financial Information" on page 120 of the Base Prospectus shall be deleted and replaced by the following: Interim Financial Information COMMERZBANK's condensed consolidated interim financial statements as of 30 September 2013 (reviewed) are incorporated by reference into, and form part of, this Base Prospectus (see "Documents Incorporated by Reference"). Sub-section "Auditors" on page 120 of the Base Prospectus shall be deleted and replaced by the following: Auditors The Bank's auditors are PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft ("PwC"), Friedrich-Ebert-Anlage 35-37, Frankfurt am Main, Germany. PwC audited the consolidated financial statements for the 2011 and 2012 financial years, which were prepared in accordance with the International Financial Report Standards ("IFRS") and the additional accounting requirements under Section 315a(1) of the German Commercial Code (HGB), and issued an unqualified auditors' report in each case. COMMERZBANK's condensed IFRS consolidated interim - 6 -

7 financial statements as of 30 September 2013 have been subject to a review by PwC and provided with a review report. PwC is a member of the German Wirtschaftsprüferkammer (Chamber of Public Accountants). In sub-section "Legal Disputes" the paragraph relating to "Claims for payment and restoration of value in connection with issued profit participation certificates and trust preferred securities" on pages 131 and 132 of the Base Prospectus shall be deleted and replaced by the following: Claims for payment and restoration of value in connection with issued profit participation certificates and trust preferred securities COMMERZBANK and its subsidiaries (particularly Hypothekenbank Frankfurt and its legal predecessors) and Dresdner Bank and its subsidiaries have issued profit participation certificates and other hybrid financial instruments, including trust preferred securities in particular. These instruments are generally structured so that they are recognized for regulatory purposes as equity. In some cases, there is an obligation to pay interest only where distributable profit has been realized or only insofar as the payment of interest does not lead to a net loss, and some types of instruments are structured so that in the case of losses, the redemption amount of the instruments can be reduced. Due to losses incurred in the 2009, 2010, 2011 and 2012 financial years, no interest was paid for those financial years on profit participation certificates and trust preferred securities issued by Hypothekenbank Frankfurt, its legal predecessors and its subsidiaries. In addition, the losses had reduced the principal amount payable on redemption of the profit participation certificates due to their participation in losses. Various investors have filed suit in Germany in respect of the reduction of the principal amount payable on a redemption and the non-servicing of the profit participation certificates. On May 28, 2013 the German Federal Court of Justice decided adversely to COMMERZBANK in two cases, holding that, because the forecast in respect of the earnings development of Hypothekenbank Frankfurt was positive at the time the control and profit transfer agreement was entered into, the distributions provided for under the profit participation certificates are to be made in full and the principal amount payable on redemption may not be reduced, irrespective of the financial condition of Hypothekenbank Frankfurt. On July 1, 2013, Hypothekenbank Frankfurt effected the decision of the German Federal Court of Justice through a reversal of the reduction and payments of interest to the holders of the profit participation certificates. Investors in the trust preferred securities issued by Eurohypo Capital Funding Trust I and Eurohypo Capital Funding Trust II have filed suit in Germany and the United States of America in respect of the non-servicing of the trust preferred securities. Hypothekenbank Frankfurt therefore, has agreed to make payments to the holders of the Trust Preferred Securities of Eurohypo Capital Funding Trust I and II for the coupons foregone on 2010, 2011, 2012 and No interest was paid for the 2009, 2010 and 2011 financial years on some trust preferred securities issued by a number of COMMERZBANK subsidiaries, due to the economic situation in these financial years. The terms and conditions of these trust preferred securities contain parity treatment clauses under which there is an obligation to pay interest on these trust preferred securities in the event that interest is paid on other comparable instruments. On the basis of these parity treatment clauses, investors have also asserted claims for the non-payment of interest, including in some cases in U.S. courts, and have demanded that these trust preferred securities be restructured as subordinated instruments in the event of an insolvency. In one of the two cases pending in Delaware, the Delaware Supreme Court issued an opinion, under which the previous judgment of the Court of Chancery in favour of the Bank was vacated, and the case remanded with instructions to the Court of Chancery to enter final judgment in favour of the claimants. The Supreme Court also stipulated that the Court of Chancery should make its decision consistent with the holdings of the opinion. In summary, the Supreme Court took the following position: Interest payments that had not been made must be made because payments on other comparable instruments were made in the relevant years; moreover, there is an obligation to restructure those trust preferred securities that are the subject of the litigation into subordinated instruments in the event of an insolvency. The final judgment taking into account the Supreme Court s opinion was released on July 16, The other court case pending in Delaware in respect of the failure to make payments on trust preferred securities issued by another subsidiary of COMMERZBANK is currently still suspended. At the end of July 2013, COMMERZBANK effected the final judgment through payments of interest to the holders of the COMMERZBANK trust preferred securities. Furthermore, payments on or servicing hybrid financial instruments, such as the early repayment of silent participations or related servicing or repurchases of hybrid financial instruments, may result in investors who have invested in other profit participation certificates or other hybrid financial - 7 -

8 instruments bringing claims for the payment of interest that has not been made or for the write-up of the principal amount payable on redemption. If claims are made in such cases and payments become necessary even if COMMERZBANK considers them to be without merit, corresponding charges at Group level would be incurred. Furthermore, the paragraph relating to the "Divestment of Bank Forum" on page 136 of the Base Prospectus shall be deleted and replaced by the following: Divestment of Bank Forum In connection with the divestment of its stake in the Ukrainian Bank Forum completed in 2012, COMMERZBANK received notices from the acquirers stating that the acquirers are making a claim under the sale and purchase agreement and challenging the share and purchase agreement as such on grounds of bad faith. COMMERZBANK is currently investigating and assessing the notices submitted by the acquirers whether the accusation made is warranted. To date there is no evidence that the challenge is merited. Both parties have initiated arbitration proceedings on the basis of contractual arbitration agreements in order to formally enforce their claims. With respect to the acquirer these relate to the declaration of the invalidity of the share and purchase agreement, unwinding of the purchase and repayment of purchase price rates. With respect to COMMERZBANK these relate to the enforcement of claims arising from outstanding payments and guarantees. Sub-section "Recent developments and outlook" on pages 136 to 139 of the Base Prospectus shall be deleted and replaced by the following: Recent developments and outlook The global economy is expected to recover further over the remainder of 2013 and in 2014, expanding somewhat faster than in the first nine months of the year The emerging markets will make a slightly smaller contribution than in previous years. By contrast, the US economy should pick up speed noticeably during 2014, since the braking effect of the consolidation measures that came into force at he beginning of the year should now start to decline. Economic growth will strengthen only gradually in the eurozone. The economies of the peripheral countries are probably over the worst, and in recent years some of them at least have implemented far-reaching reforms. However, financial policy is set to remain restrictive for the time being Germany s economy will be one of the top performers, since it had no excesses to be corrected. COMMERZBANK completed the contractual closing of the sale of its Depotbank business to BNP Paribas Securities Services on 31 October Hence, the transfer of the customer relationships and portfolios to BNP Paribas can begin on schedule. The Depotbank business offers services for investment companies and institutional investors, such as settlement of securities transactions, the administration and safekeeping of assets and fund administration. The custody business for customers of COMMERZBANK, which provides a comprehensive custody service for the Bank s private, business and corporate customers as well as for institutional investors, and forms part of COMMERZBANK s core business, is not affected by the agreed disposition. At its meeting on 6 November 2013, the Supervisory Board adopted changes on the Board of Managing Directors. The board complied with the request of Jochen Klösges to terminate his mandate on the Board of Managing Directors as of 31 December In addition, the Supervisory Board has decided to terminate the mandate of Ulrich Sieber on the Board of Managing Directors with effect from 31 December The reduction in the size of the Board of Managing Directors is a consequence of the Group strategy adopted by the Board of Managing Directors in November Part of this strategy is a further significant reduction in costs, and accordingly headcount reductions at all levels. In the wake of these personnel decisions the Board of Managing Directors of COMMERZBANK has decided to amend the allocation of responsibilities as follows from 16 November 2013 onwards: the responsibilities for the Non-Core Asset Segment will be split between Markus Beumer (business areas Commercial Real Estate and Deutsche Schiffsbank) and Michael Reuther (business area Public Finance). A decision on responsibility for Human Resources will be taken in the coming weeks. Save as disclosed in this section, there has been no material adverse change in the prospects of the COMMERZBANK Group since 31 December Save as disclosed in this section, no significant change in the financial position of the COMMERZBANK Group has occurred since 30 September

9 Description of the Notes In the section "Description of the Notes" the paragraph "Selling Restrictions" on page 142 of the Base Prospectus shall be deleted and replaced by the following: Selling Restrictions: Each issue of Notes will be made in accordance with the laws, regulations and legal decrees and any restrictions applicable in the relevant jurisdiction. Any offer and sale of the Notes is subject to the selling restrictions in particular in the member states to the Agreement on the European Economic Area (EEA), in the United States, the United Kingdom, Switzerland, the People's Republic of China, Hongkong, Taiwan and Japan. Selling Restrictions In the section "Selling Restrictions" the following shall be added after paragraph 7 on page 329 of the Base Prospectus: 8 Switzerland The Notes will neither be offered, sold or otherwise distributed in or from Switzerland, as such term is defined or interpreted under the Swiss Code of Obligations nor offered, sold or otherwise distributed in or from Switzerland, as such term is defined or interpreted under the Swiss Federal Act on Collective Investment Schemes. The Programme does neither constitute an issuance prospectus in the sense of article 652a or 1156 of the Swiss Code of Obligations nor a simplified prospectus in the sense of article 5 of the Swiss Collective Investment Schemes Act. The Notes do not constitute a participation in a collective investment scheme in the meaning of the Swiss Federal Act on Collective Investment Schemes. The Notes are neither subject to approval nor supervision by the Swiss Financial Market Supervisory Authority FINMA. Accordingly, holders of the Notes do not benefit from protection under the Swiss Collective Investment Schemes Act or supervision by the Swiss Financial Market Supervisory Authority FINMA. Paragraph "8 General" on page 329 of the Base Prospectus will therefore be renumbered into Paragraph "9 General". Documents incorporated by Reference In the section "Documents incorporated by Reference" on pages 332 and 333 of the Base Prospectus the table referring to the Commerzbank Group Interim Report as at June shall be deleted and replaced by the following: Commerzbank Group Interim Report as at 30 September 2013 (English version) Interim management report p. 9 p. 29 Interim risk report p. 30 p. 52 Interim Financial Statements Statement of comprehensive income p. 54 p. 57 Balance sheet p. 58 p. 59 Statement of changes in equity p. 60 p. 63 Cash flow statement (condensed version) p. 64 Selected notes p. 65 p. 109 Review report p. 110 Disclaimer (reservation regarding forward-looking p. 111 statements) - 9 -