Obligation AB SKF 1.625% ( XS1327531486 ) en EUR

Société émettrice AB SKF
Prix sur le marché 100.001 %  ▲ 
Pays  Suede
Code ISIN  XS1327531486 ( en EUR )
Coupon 1.625% par an ( paiement annuel )
Echéance 01/12/2022 - Obligation échue

Prospectus brochure de l'obligation AB SKF XS1327531486 en EUR 1.625%, échue

Montant Minimal 100 000 EUR
Montant de l'émission 296 219 000 EUR
Description détaillée L'Obligation émise par AB SKF ( Suede ) , en EUR, avec le code ISIN XS1327531486, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/12/2022


(a public company incorporated with limited liability in Sweden)
500,000,000 1.625 per cent. Notes due 2 December 2022
Issue price: 99.568 per cent.
The 500,000,000 1.625 per cent. Notes due 2 December 2022 (the Notes) will be issued by Aktiebolaget SKF (the
Issuer) on 2 December 2015 (the Issue Date).
The Notes are subject to redemption at the option of the Issuer, as further described in "Conditions of the Notes ­
Redemption and Purchase ­ Redemption at the Option of the Issuer". Also, the Issuer may, at its option, redeem all,
but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described
under the Conditions of the Notes. The Notes mature on 2 December 2022.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as
competent authority under the Luxembourg Act dated 10 July 2005 (the Luxembourg Act) on prospectuses for
securities, as amended, to approve this document (this Document) as a prospectus pursuant to Part II Chapter 1 of the
Luxembourg Act and to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the
Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange's regulated market. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the
Markets in Financial Instruments Directive).
References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been
admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List
of the Luxembourg Stock Exchange. The CSSF assumes no responsibility for the economic and financial soundness of
the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Articles
7(7) of the Luxembourg Act.
The Notes will be rated Baa1 by Moody's Deutschland GmbH (Moody's) and BBB+ by Standard & Poor's Credit
Market Services Europe Limited (S&P). Moody's and S&P are established in the European Union and are registered
under Regulation (EC) No. 1060/2009 (as amended). As such Moody's and S&P are included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website in accordance with such
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or
withdrawal at any time by the assigning rating agency.
The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest
coupons, which will be deposited on or about the Issue Date with a common safekeeper for Euroclear Bank SA/NV
(Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary
Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together
with the Temporary Global Note, the Global Notes), without interest coupons, on or after 12 January 2016 (the
Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will
be exchangeable for definitive Notes in bearer form, serially numbered in the denomination of 100,000 and integral
multiples of 1,000 in excess thereof, up to and including 199,000, each with Coupons attached on issue, only in
certain limited circumstances - see "Summary of Provisions relating to the Notes while represented by the Global
Notes". No Notes in definitive form will be issued with a denomination above 199,000.
An investment in Notes involves certain risks. Prospective investors should have regard to the risk
factors described under the heading "Risk Factors" on page 6.
Joint Lead Managers
BofA Merrill Lynch
Deutsche Bank
Banca IMI

The date of this Prospectus is 27 November 2015

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the
Prospectus Directive and for the purposes of the Luxembourg Act. When used in this Prospectus, Prospectus
Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in a relevant Member State of the European Economic Area.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"). This Prospectus should be read and construed
on the basis that such documents are incorporated and form part of the Prospectus.
Save for the Issuer, no party has independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Managers as to the accuracy or completeness of the information contained or incorporated in
this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes.
No Manager accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or
their distribution.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection with the
offering of the Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Managers.
Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Managers that any recipient of this Prospectus or any other
information supplied in connection with the offering of the Notes should purchase any Notes. 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. Neither this Prospectus nor
any other information supplied in connection with the offering of the Notes constitutes an offer or invitation
by or on behalf of the Issuer or any of the Managers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of the
Notes is correct as of any time subsequent to the date indicated in the document containing the same. The
Managers expressly do not undertake to review the financial condition or affairs of the Issuer during the life
of the Notes or to advise any investor in the Notes of any information coming to their attention.

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This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Managers do not represent that this Prospectus may be lawfully distributed, or that the
Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Managers which is intended to permit a public offering of the Notes or the distribution of this Prospectus in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the United Kingdom and Sweden, see "Subscription and Sale".
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor may wish to consider either on its own or with the help
of its financial and other professional advisers, whether it:
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;

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has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
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 exceptions,
the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further
description of certain restrictions on the offering and sale of the Notes and on distribution of this Document,
see "Subscription and Sale" below.
All references in this Document to U.S. dollars, U.S.$ and $ refer to the currency of the United States of
America, to euro and refer to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended, and to
Swedish Kronor and SEK refer to the currency of the Kingdom of Sweden.

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Risk Factors ........................................................................................................................................................ 6
Documents Incorporated by Reference ............................................................................................................ 15
Conditions of the Notes .................................................................................................................................... 16
Summary of Provisions relating to the Notes while Represented by the Global Notes ................................... 27
Use of Proceeds ................................................................................................................................................ 30
Description of the Issuer ................................................................................................................................... 31
Taxation ............................................................................................................................................................ 53
Subscription and Sale ....................................................................................................................................... 56
General Information ......................................................................................................................................... 58

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In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable
to make all payments due in respect of the Notes. There is a wide range of risk factors which individually or
together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is
not possible to identify all such risk factors or to determine which risk factors are most likely to occur, as the
Issuer may not be aware of all relevant risk factors and certain risk factors which it currently deem not to be
material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer
has identified in this Prospectus the following risk factors which could materially adversely affect its
business and ability to make payments due under the Notes.
In addition, risk factors which are material for the purpose of assessing the market risks associated with the
Notes are described below.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and
reach their own views prior to making any investment decision.
Litigation, arbitration, antitrust proceedings and unanticipated claims
The Issuer is the parent company of the SKF group of companies (the Group). The Group is, and may
continue to be, involved in litigation and arbitration both as plaintiff and defendant. Many of these disputes
relate to claims arising in the ordinary course of business including, but not limited to, litigation relating to
intellectual property, product warranty and product liability. Unanticipated claims could have a material
adverse effect on the Issuer's business and results of operations.
SKF and other companies in the bearing industry are part of investigations by the U.S. Department of Justice
and the Korea Fair Trade Commission regarding a possible violation of antitrust rules. In October 2014, an
investigation against bearing manufacturers, including SKF, was launched in Brazil by the General
Superintendence of the Administrative Council for Economic Defense regarding an alleged violation of
antitrust rules. Moreover, SKF is subject to related class action claims by direct and indirect purchasers of
bearings in the United States and may face additional follow-on civil actions by both direct and indirect
There can be no assurance that the Group will not become subject to additional legal proceedings, which
may have an adverse effect on the Issuer's business, financial position and results of operation.
Business risks in general/Changes in economic conditions
The Group operates in many different industrial and automotive segments, as well as in many geographical
segments with different business cycles. A general economic downturn at a global level, or in one of the
world's leading economies, or a change in the economic situation in any of the industry segments in which
the Group operates, could affect customers' investment plans which in turn could reduce the demand for the
Group's products, solutions and services for a period of time. In addition, terrorism, war, unrest and other
hostilities, as well as potential impacts of climate change, water availability, natural disasters (including but
not limited to earthquakes, tsunamis and ash clouds) and disturbances in the worldwide financial markets,
could have a negative impact on the availability of raw materials and components necessary for the Group's
manufacturing process and/or the demand for the Group's products and services. Under certain
circumstances any of the risks identified above could have a material adverse effect on the Issuer's business,
financial position and results of operations.

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Political and regulatory risks
There are political and regulatory risks associated with the wide geographical presence of the Group.
Regulatory requirements, taxes, tariffs and other trade barriers, price or exchange controls or other
governmental policies could limit or otherwise negatively impact the Group's operations.
Competitive factors, including changes in market penetration, increased price competition, the development
and introduction of new products, product designs and technologies by significant existing and new
competitors and to a lesser extent small regional companies as well as changes in customer demand on sales,
product mix, prices and service quality could have a material adverse effect on the Issuer's business, financial
position and results of operations.
Also, the Issuer cannot give any assurance that its competitors do not or will not seek to utilise the Issuer's
patents, trademarks and logos when they market their products. Such unauthorised use of the Issuer's
intellectual property rights is an infringement of the Issuer's legal rights and may have a material adverse
effect on the Issuer's business and brand image.
Changes in manufacturing costs as well as issues affecting manufacturing and production facilities of the
Group or its suppliers and its ability to distribute its products
Changes in the costs associated with the Group's various levels of operations including, but not limited to,
the effects of unplanned work stoppages, severe interruptions in its production and damage to the equipment,
the cost of labour, and the cost and availability of, for example, materials and energy supply from third party
suppliers could have a material adverse effect on the Issuer's business, financial position and results of
If critical equipment in the operating facilities is significantly damaged, or there are severe interruptions in
its productions, the Group is likely to face setbacks in its ability to manufacture and distribute its products.
Such circumstances, to the extent it is unable to find an alternative manufacturing and production facility or
repair the damaged facilities or damaged equipment in a timely and cost-efficient manner, could have a
material adverse effect on the Group's business, results of operations and financial condition.
Changes in costs for raw materials
The annual cost of raw materials and components is approximately SEK 22 billion, of which steel-based
products account for the majority. An increase/ decrease of 1 per cent. in the cost of raw materials and
components would reduce/ increase the operating profit by approximately SEK 220 million. Steel scrap is a
major ingredient in making bearing steel. A 10 per cent. increase/decrease of market scrap prices would
decrease/increase SKF's operating profit by around SEK 65 million, which is already included in the figure
for raw materials and components that impacts the operating profit. Calculations are based on the year-end
figures for 2014 as well as on the assumption that everything else is equal.
Property and product liability insurance
The Group has the customary insurance programmes with respect to the Group's property and product
liability risks. Measures to limit the effect of damages are continually taken and standards for desired
safeguard levels are established in order to reduce the probability of material damages and to ensure
deliveries to the customers. While the Group holds customary insurance programmes in the amounts the
Issuer believes to be appropriate, there can be no assurances that the Group will be able to fully recover such
amounts or that recovered amounts will be sufficient to cover the Group's losses.

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IT Risks
The Group's operations are dependent on IT systems and solutions. The Group has initiated a programme to
replace its enterprise resource planning systems in order to create a new common IT infrastructure. The
implementation and roll-out will be carried out over a number of years. Routines and procedures are
implemented to protect hardware, software and information from being damaged, manipulated, lost or
misused. A major break-down of these systems with loss of information may have a material adverse effect
on the Group's business, financial position and results of operations.
Retention of key employees
The Group has, and is dependent on, highly knowledgeable and skilled people and it works actively on its
ability to attract and retain its employees. Global processes have been developed for recruitment, employee
performance and the overall skills of employees. These processes will enable the Group to further develop
the skills within the Group to even higher levels. However, there can be no assurance that the Group will be
able to retain and attract all of the key employees that it requires and a lack of highly qualified management
and other skilled employees may have an adverse effect on the Group's business, financial position and
results of operation.
Work stoppages or strikes
Many of the Group's employees are covered by collective bargaining agreements. The Issuer cannot provide
any assurance that it will not encounter strikes or other disturbances occasioned by its unionised labour force,
or that, upon the expiration of existing agreements, it will be able to reach new collective bargaining
agreements on satisfactory terms or without work stoppages, strikes or similar industrial actions.
Non-satisfactory terms on any collective bargaining agreements could cause the Group's labour costs to
increase, which would affect its profit margins negatively. In addition, it is required to consult and seek the
advice of its Employee Works' Council in respect of a broad range of matters, which could delay or prevent
the completion of certain corporate transactions. While the Group has not experienced any major work
stoppages in recent years and expects its current process to proceed amicably, the Issuer cannot provide any
assurance that it will not experience lengthier consultations or even strikes, work stoppages or other
industrial actions in the future. Any industrial action could disrupt its operations, possibly for a significant
period of time, and result in increased wages and benefits or otherwise have a material adverse effect on the
Group's business, results of operations and financial condition.
Environmental matters
As an industrial company, the Group is subject to numerous environmental laws and regulations governing,
among other things, air emissions, waste water discharge and solid and hazardous waste disposal. The
Group has a stringent process for preventing environmental pollution from its manufacturing processes.
However, like other long-established industrial companies, the Group is involved in various action plans and
remediation projects, resulting from historical activities. Because of stricter laws and regulations, some with
retroactive effect, relating to landfill disposal, some of the Group companies are currently involved in the
cleaning-up of old landfills, most of which have not been used for many years. The majority of these cases
concern so-called superfund sites in the United States. A superfund site is an old landfill or plant site in the
United States with soil or groundwater contamination, subject to a remediation programme according to
federal law. In most of these cases the Group company was one of many companies contributing to waste
disposal at landfill sites in the past and the Group's share is generally very low (a few per cent. or less).
Other than this, a few on-going remedial activities are being carried out for soil and groundwater
contamination. Although the Issuer believes that the ultimate resolution of these issues will not have a
material impact on its financial position, it can give no assurance that it will not have a material adverse
effect on the Group's business and results of operations. In addition, stricter environmental laws and

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regulations, sometimes with retroactive effect, may lead to increased expenditure to comply with these laws
and regulations. Furthermore, accidental environmental pollution may also expose the Group to substantial
liability that could have a material adverse effect on the Issuer's results of operations.
Environmental provisions
The Group has made its best estimate of expected environmental provisions for a number of locations and
several superfund sites designated by the U.S. Environmental Protection Agency and U.S. state agencies and
the authorities in several other countries. The management believes that the ultimate resolution of these
issues will not have a material impact on the financial position or results of operations of the Group, but no
assurance can be given that actual costs will not exceed the estimates.
Difficulties integrating acquired businesses and achieving anticipated synergies
The Issuer cannot provide any assurance that it will not experience problems in relation to the integration of
acquired companies or that the expected synergies will be achieved within planned timeframes. In addition,
the Group may bear expenses and liabilities undisclosed in its due diligence and acquisition processes. The
Group cannot guarantee that the integration of acquired entities will occur within the planned timeframes.
Moreover, integration costs could be higher than initially anticipated and expected synergies may not be
fully achieved. The occurrence of any of the foregoing may have an adverse effect on the Group's business,
financial position and results of operations.
Tax risks
The Group conducts its operations through companies in a number of different jurisdictions. Its operations,
including intra-group transactions, are conducted in accordance with the Group's interpretation of applicable
tax law, tax treaties and regulations in those jurisdictions and the requirements of the relevant tax authorities.
Even though the Group and its advisers have processes and a structure prepared for transfer pricing and other
transactions that may have tax effects, the possibility that the Group's interpretation of applicable laws, tax
treaties and regulations may not be entirely correct, or may be different from the relevant authorities'
interpretation or administrative practice, or that such regulations may change, potentially with retroactive
effect, cannot be universally ruled out. The occurrence of any of the foregoing may have an adverse effect
on the Group's business, financial position and results of operations.
Reputational risk
If the Group or one of the Group's suppliers, distributors or other partners take any action that is in conflict
with its code of conduct or the values represented by its brands, the Group's reputation may be damaged,
which ultimately could have an adverse effect on the Group's business, financial position, results of
operations and the Issuer's ability to repay amounts due under the Notes.
Financial risks
SKF's operations are exposed to various types of financial risk. The Group's financial policy defines the
main risks as currency, interest rate, credit and liquidity risks and defines responsibility and authority to
manage them. The policy states that the objective is to eliminate or minimize risk and to contribute to a
better return through active risk management. The responsibility for risk management and treasury
operations are largely centralized to the SKF Treasury Centre, the Group's internal bank.
Currency risk
The Group is subject to both transaction and translation exposure. The Group's principal commercial flows
of foreign currencies pertain to exports from Europe to North America and Asia as well as intra-European
business. The Group may hedge 75 per cent. of the estimated net U.S.$ exposure for one to six months. At

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year-end 2014, the hedging with derivatives conformed to the Group policy. Translation exposure on net
assets of foreign subsidiaries is hedged to some extent by loans and derivatives in foreign currencies.

Translation effects: Most of the operating profit is made outside Sweden, meaning that the Group is
exposed to translation risks from all major currencies into the reporting currency SEK. Based on
2014 operating profits in local currencies, a weakening/strengthening of 5 per cent. of the SEK
versus all relevant currencies would have caused an increase/decrease in the Group's reported
operating profit in 2014 of some SEK 400 million.

Transaction effects: With regard to commercial flows, the Group is primarily exposed to the U.S.$
and EUR against SEK. Based on 2014's U.S.$ currency flows, the operating profit in 2014 would
have increased/decreased by around SEK 300 million with a strengthening/weakening of 5 per cent.
of the U.S.$ versus the SEK.
Interest rate risk
The Group defines interest rate risk as the risk of negative fluctuations in the Group's cash flow caused by
changes in the interest rates. Liquidity and borrowing are managed at Group level. By matching the
maturity dates of investments made by subsidiaries with the borrowings of other subsidiaries, the interest rate
exposure of the Group can be reduced. A decrease/increase of 1 per cent. in interest rates has a
positive/negative effect on the Group's profit before tax of around SEK 240 million, based on the position on
31 December 2014. The Group had net interest bearing liabilities of SEK 30,150 million on 31 December
Holding company risk
The financial position of the Issuer, being the parent company, is dependent on the financial position and
development of its subsidiaries. A general decline in the demand for the products and services provided by
the Group could mean lower income for the parent company, as well as a need to write down the values of
the shares in the subsidiaries.
Price risks
As of 31 December 2014, the Group held investments in equity securities with quoted stock prices,
amounting to SEK 506 million, which are categorized as available-for-sale and is subject to risks associated
with changes in stock exchange prices and indexes. If the market share prices had been 5 per cent.
higher/lower as at 31 December 2014, the available-for-sale reserve in equity would have been SEK 25
million higher/lower.
Liquidity risk
Liquidity risk, also referred to as funding risk, is defined as the risk that the Group will encounter difficulties
in raising funds to meet its commitments.
Group policy states that, in addition to current loan financing, the Group should have a payment capacity in
the form of available liquidity and/or long-term committed credit facilities. In addition to its own liquidity,
as at 31 December 2014 the Issuer had three committed credit facilities, one of SEK 3,000 million with due
date 2016, one of EUR 150 million with due date 2017 and one of EUR 500 million with a due date in 2019,
which are currently unutilised.
Credit risk
Credit risk is defined as the Group's exposure to losses in the event that one party to a financial instrument
fails to discharge an obligation. The Group is exposed to credit risk from its operating activities (including

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