Obligation SKB 0.25% ( XS2297204815 ) en EUR

SKB

100 % ▲

Suede

XS2297204815 ( en EUR )

0.25% par an ( paiement annuel )

14/02/2031

Prospectus brochure de l'obligation SKF XS2297204815 en EUR 0.25%, échéance 14/02/2031

100 000 EUR

300 000 000 EUR

15/02/2026 ( Dans 225 jours )

SKF est un fabricant mondial leader de roulements, joints et systèmes de lubrification, ainsi que de services associés.

L'Obligation émise par SKB ( Suede ) , en EUR, avec le code ISIN XS2297204815, paye un coupon de 0.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/02/2031

AKTIEBOLAGET SKF
(a public company incorporated with limited liability in Sweden)
300,000,000 0.250 per cent. Notes due 15 February 2031
Issue price: 98.562 per cent.
The 300,000,000 0.250 per cent. Notes due 15 February 2031 (the Notes) will be issued by Aktiebolaget SKF
(the Issuer) on 15 February 2021 (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 al , 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 15 February 2031.
This Prospectus has been approved as a prospectus by the Commission de Surveil ance du Secteur Financier
(the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF
only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of
the Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability of
investing in the Notes. 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.
Application has also been made 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.
References in this Prospectus to Notes being listed (and all related references) shal mean that such Notes have
been admit ed to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the
Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of Directive 2014/65/EU (as amended, MiFID II). This Prospectus (as
supplemented as at the relevant time, if applicable) is valid for 12 months from the date of approval of this
Prospectus. The obligation to supplement this Prospectus in the event of a significant new factor, material
mistake or material inaccuracy does not apply once the Notes are admit ed to trading on the Luxembourg Stock
Exchange and when the Prospectus is no longer valid.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United
States. The Notes are being offered and sold outside the United States in accordance with Regulation S under
the Securities Act (Regulation S), and may not be offered and sold or delivered within the United States or to,
for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act.
IMPORTANT - PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors - The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
PRIIPs Regulation) for offering or sel ing the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT - UK PRIIPs Regulation/Prohibition of Sales to UK Retail Investors - The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or

(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as
amended, the FSMA) and any rules or regulations made under the FSMA which were relied on immediately
before 11.00 p.m. (London time) on 31 December 2020 to implement the Insurance Distribution Directive,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 on markets in financial instruments (UK MiFIR) as it forms part of domestic law
by virtue of EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms
part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
MIFID II product governance / Professional investors and eligible counterparties only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) al channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer`s target market assessment)
and determining appropriate distribution channels.
UK MiFIR/product governance / Professional investors and eligible counterparties only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook (COBS) and professional clients, as defined in
UK MiFIR; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any distributor should take into consideration the manufactures' target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
The Notes will be rated Baa1 by Moody's Investor Service (Nordics) AB (Moody's) and BBB+ by Fitch Ratings
Limited (Fitch). In accordance with Moody's ratings definitions available as at the date of this Prospectus on
https://www.moodys.com/ratings-process/Ratings-Definitions/002002, obligations rated 'Baa' are judged to be
medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. In
accordance with Fitch's ratings definitions available as at the date of this Prospectus on
https://www.fitchratings.com/site/definitions?rd_file=ltr#str, an obligation rated 'BBB' indicates that
expectations of default risk are currently low; the capacity for payment of financial commitments is considered
adequate, but adverse business or economic conditions are more likely to impair this capacity.
Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as
amended) (the CRA Regulation). As such Moody's is included in the list of credit rating agencies published by
the European Securities and Markets Authority on its website (at ht p://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the CRA Regulation.
Fitch is established in the UK and is registered in accordance with Regulation (EC) No. 1060/2009 as it forms
part of domestic law by virtue of the EUWA (the UK CRA Regulation). Fitch is not established in the
European Union and has not applied for registration under the CRA Regulation. The ratings issued by Fitch
have been endorsed by Fitch Ratings España S.A.U.in accordance with the CRA Regulation. Fitch Ratings
España S.A.U.is established in the European Union and registered under the CRA Regulation. As such Fitch
Ratings España S.A.U.is included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction 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 S.A. (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 27 March 2021 (the Exchange
Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note wil be
exchangeable for definitive Notes in bearer form, serial y 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 at ached 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 4.
Joint Bookrunners
BofA Securities
Citigroup
HSBC

The date of this Prospectus is 11 February 2021

This Prospectus comprises a prospectus for the purposes of Article 6 of the Prospectus Regulation. When
used in this Prospectus, Prospectus Regulation means Regulation (EU) 2017/1129.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken al 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 al 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.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form
part of this Prospectus and has not been scrutinised or approved by the CSSF.
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 Joint Bookrunners 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 Joint Bookrunner 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 Joint Bookrunners.
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 Joint Bookrunners 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 Joint Bookrunners 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 shal 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
Joint Bookrunners 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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IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS
OF NOTES GENERALLY
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 Joint Bookrunners do not represent that this Prospectus may be lawfully distributed, or
that the Notes may be lawful y 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 Joint
Bookrunners 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 UK and the EEA (including in Belgium and Sweden), see
"Subscription and Sale".
The Notes may not be a suitable investment for al 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:
(i)
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;
(ii)
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
overal investment portfolio;
(ii )
has sufficient financial resources and liquidity to bear al 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;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
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.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are
legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of the Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any
applicable risk-based capital or similar rules.

3

The Notes have not been and wil 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 Prospectus,
see "Subscription and Sale" below.

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PRESENTATION OF INFORMATION
All references in this Prospectus 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, SEK refer to the currency of the Kingdom of Sweden and CNY refer to the currency of
the People's Republic of China (PRC) which, for the purposes of this Prospectus, excludes the Hong Kong
Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and
Taiwan.

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___________________________________
CONTENTS

Page
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Summary of Provisions relating to the Notes while Represented by the Global Notes . . . . . . . . . . . . . . . . . 33
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Description of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Subscription and Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
___________________________________

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RISK FACTORS
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. The Issuer's assessment of the materiality of
each risk factor is based on the probability of their occurrence and the expected magnitude of their negative
impact. In addition, risk factors which are material for the purpose of assessing the market risks associated
with the Notes are described below. The description of the risk factors below is based on information
available and estimates made on the date of this Prospectus.
The risk factors are presented in categories where the most material risk factors in a category are presented
first under that category. Subsequent risk factors in the same category are not ranked in order of materiality
or probability of occurrence. Where a risk factor may be categorised in more than one category, such risk
factor appears only once and in the most relevant category for such risk factor.
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.
RISK FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS
OBLIGATIONS UNDER THE NOTES
Business risks in general
IT and digitalisation risks
The Issuer is the parent company of the SKF group of companies (the Group). The Group faces risks
relating to cyber security threats such as intrusion by potential adversaries placing so-cal ed ransomware on
IT assets or gaining unauthorised access to the Group's information or computer systems, which could lead to
loss, theft or manipulation of data, including intellectual property, manufacturing related data and financial
data, infringement of personal data or violations of export control regulations. There are also increasing
requirements from customers and governments to adhere to information security standards such as ISO
(International Organisation for Standardisation, an international organisation promoting proprietary,
industrial and commercial standards), NIST (National Institute of Standards and Technology, a United States
non-regulatory agency promoting innovation and industrial competitiveness) and ITAR (International Traffic
in Arms Regulations, a United States regulatory regime to restrict and control the export defence and military
related technologies). Under certain circumstances the risks identified above could have a material adverse
effect on the Group's ability to operate and on its competitive and financial position and could also be
accompanied by risk of loss of reputation, litigation, penalties and other actions by authorities.
Due to the ongoing digitalisation of the industry, the Group's operations are increasingly dependent on
electronical y stored and processed data, computer systems and other technology solutions. There are
increasing demands for a fully connected value chain applying digital techniques to align and update all parts
of the business, such as marketing, sales, supply chain, manufacturing and service, and excellent digital
customer experience, placing high demands on the speed of the digital transformation. Any inability to reach
strategic objectives in this regard in the long term could lead to lower growth and lower financial
performance as wel as a risk of losing competitiveness and position in the market. The Group has initiated a

4

programme to replace its enterprise resource planning systems in order to create a new common IT
infrastructure. The implementation and roll-out process has started and will be carried out over a number of
years. Any unplanned interruption to the Group's computer systems with potential loss of production or
delays in deliveries to customers or a major break-down of these systems with loss of information or delays
or issues with the roll-out and implementation of the new IT infrastructure or any prolonged or severe
disruptions to the Group's computer systems and solutions may have a material adverse effect on the Group's
business which in turn could have a material adverse effect on the Group's financial position and results of
operations. Further, any prolonged or severe disruptions to the Group's computer systems and solutions
would have an adverse impact on the Group's business, financial position and results of operations.
General economic conditions and transitional risks
The Group operates in many different industrial and automotive segments, as well as in many geographical
areas that are in 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 wel as potential impacts of climate change, global health pandemics, 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 and cost of raw materials and
components necessary for the Group's manufacturing process and/or the demand for the Group's products
and services.
For example, since January 2020, the global spread of Covid-19 and the mitigations and practices
implemented by governments, such as restrictions on movement of people, temporary closure of businesses
and/or public works stoppages has resulted in, and may continue to result in, a fal in demand for the Group's
products, solutions and services. The degree to which Covid-19 will affect demand for the Group's products,
solutions and services going forward is uncertain, and presents a significant risk to the Group.
Further, some of the Group's businesses are subject to transitional risks related to trends such as increased
digitalisation, electrification or pressure to decarbonise industry sectors. Such developments may be driven
by regulatory requirements, taxes, tariffs or other governmental policies. Under certain circumstances any of
the risks identified above could have a material adverse effect on the Group's business, financial position and
results of operations.
Property and product liability insurance and product functionality
Measures to limit the effect of damages arising from property and product liability are continually taken and
standards for desired safeguard levels are established in order to reduce the probability of the Group
incurring material damages and to ensure deliveries to customers are not disrupted. 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.
The risk of product failure in customer applications may lead to warranty claims and/or loss of business
which could have a material adverse effect on the Group's business, financial position and results of
operations.
Political and regulatory risks
There are political and regulatory risks associated with the wide geographical presence of the Group. The
global and diverse nature of the Group's business and operations means that the Group is required to adhere

5