Obligation Knorr-Bremse AG 1.125% ( XS1837288494 ) en EUR

Knorr-Bremse AG

100 % ⇌

Allemagne

XS1837288494 ( en EUR )

1.125% par an ( paiement annuel )

13/06/2025 - Obligation échue

Prospectus brochure de l'obligation Knorr-Bremse XS1837288494 en EUR 1.125%, échue

1 000 EUR

750 000 000 EUR

Knorr-Bremse est un fournisseur mondial de premier plan de systèmes de freinage et autres systèmes ferroviaires et de véhicules commerciaux.

L'obligation Knorr-Bremse (XS1837288494), émise en Allemagne pour un montant total de 750 000 000 EUR, avec un coupon de 1,125% payable annuellement et une taille minimale d'achat de 1 000 EUR, est arrivée à échéance le 13 juin 2025 et a été intégralement remboursée à son prix nominal de 100%.

Debt Issuance Programme Prospectus
dated 21 September 2017

This document constitutes the base prospectus (the "Debt Issuance Programme Prospectus" or the
"Prospectus") for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003, as amended (the "Prospectus Directive") and the Luxembourg law relating to
prospectuses for securities of 10 July 2005 (Loi relative aux prospectus pour valeurs mobilières), as amended
(the "Luxembourg Law"), which implements the Prospectus Directive in Luxembourg of Knorr-Bremse
Aktiengesellschaft in respect of non-equity securities ("Non-Equity Securities") within the meaning of Art. 22 No.
6(4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Commission
Regulation").

Knorr-Bremse Aktiengesellschaft
(Munich, Federal Republic of Germany)

as Issuer

EUR 1,500,000,000
Debt Issuance Programme

Application has been made to list notes (the "Notes") to be issued under the EUR 1,500,000,000 Debt Issuance
Programme (the "Programme") on the official list of the Luxembourg Stock Exchange and to trade the Notes on
the Euro MTF operated by the Luxembourg Stock Exchange, which is a multilateral trading facility for the
purposes of the Markets in Financial Instruments Directive 2004/39/EC, as amended, and therefore a non-EU-
regulated market (a "Non-EU-Regulated Market"). The Notes may also be listed and traded on further Non-EU-
Regulated Markets or not be listed at all.

This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy
of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg Law for public offers of
the Notes in Luxembourg, the Federal Republic of Germany, The Netherlands and the Republic of Austria and the
Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany, The
Netherlands and the Republic of Austria with a certificate of approval attesting that the Prospectus has been
drawn up in accordance with the Luxembourg Law (each a "Notification"). The Issuer may request the CSSF to
provide competent authorities in additional host Member States within the European Economic Area with a
Notification. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial
soundness of the operation or the quality or solvency of the issuer.

Arranger
Deutsche Bank
Dealers
BayernLB Commerzbank
Deutsche Bank
HSBC

UniCredit Bank

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and the website of Knorr-Bremse Aktiengesellschaft (www.knorr-bremse.de). This Prospectus
replaces the prospectus dated 30 September 2016 and is valid for a period of 12 months after its approval.

2
RESPONSIBILITY STATEMENT
Knorr-Bremse Aktiengesellschaft, with its registered office in Munich, Federal Republic of Germany
("Knorr-Bremse", "Knorr-Bremse AG" or the "Issuer") is solely responsible for the information given
in this Prospectus and for the information which will be contained in the Final Terms (as defined
below).
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
NOTICE
The Issuer has confirmed to the dealers set forth on the cover page and any additional dealer
appointed from time to time under the Programme (each a "Dealer" and together the "Dealers") that
this Prospectus contains to the best of the Issuer's knowledge all information with regard to Knorr-
Bremse and its consolidated subsidiaries taken as a whole (the "Knorr-Bremse Group" or the
"Group") which is material in the context of the Programme and the issue and offering of Notes
thereunder: that to the best of the Issuer's knowledge, the information contained in the Prospectus
with respect to Knorr-Bremse and the Notes is accurate in all material respects and is not misleading;
that the opinions and intentions expressed herein with respect to Knorr-Bremse and the Notes are
honestly held, and there are no other facts with respect to Knorr-Bremse or the Notes the omission of
which would make this Prospectus as a whole or any of such information or the expression of any
such opinions or intentions misleading; that Knorr-Bremse has made all reasonable enquiries to
ascertain all facts material for the purposes aforesaid.
Pursuant to Article 16 of Prospectus Directive, the Issuer will publish a supplement to this Prospectus
or publish a new Prospectus subject to applicable laws if and when the information herein should
become materially inaccurate or incomplete or in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Prospectus which is capable of
affecting the assessment of the Notes and which arises or is noted between the time when this
Prospectus has been approved and the final closing of the offer of any tranche of Notes (each a
"Tranche") to the public upon such approval having been given.
No person has been authorised to give any information which is not contained in or not consistent with
this Prospectus or any other document entered into in relation to the Programme or any other
information supplied by the Issuer or such other information as is in the public domain and, if given or
made, such information must not be relied upon as having been authorised by the Issuer, the Dealers
or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuer, is responsible for the information contained in this Prospectus or any supplement thereof, or
any Final Terms (as defined below) or any document incorporated herein by reference, and
accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accepts any responsibility for the accuracy and completeness of the information contained in any of
these documents.
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any other document incorporated herein by reference. Full information on the Issuer and any Tranche
of Notes issued under the Programme is only available on the basis of the combination of the
Prospectus and the relevant final terms (the "Final Terms"). This Prospectus is valid for 12 months
after its approval and it and any supplement to the Prospectus as well as any Final Terms reflect the
status as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the
offering, sale or delivery of any Notes may not be taken as an implication that the information
contained in such documents is accurate and complete subsequent to their respective dates of issue
or that there has been no material adverse change in the financial condition of the Issuer since such
date or that any other information supplied in connection with the Programme is accurate at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any
Final Terms come are required to inform themselves about and observe any such restrictions. For a

3
description of the restrictions applicable in the United States of America, the European Economic Area
in general and the United Kingdom see "Selling Restrictions" below. In particular, the Notes have not
been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), and will include Notes that are subject to tax law requirements of the United States
of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States of America or to U.S. persons.
The language of the Prospectus is English. The German versions of the English language sets of
Terms and Conditions are shown in the Prospectus for additional information. As to form and content,
and all rights and obligations of the Holders and the Issuer under the Notes to be issued, German is
the controlling legally binding language if so specified in the relevant Final Terms.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom
it is unlawful to make such an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or
purchase any Notes.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing
Notes issued under the Programme is entitled to use the Prospectus as set out in "Consent to
the Use of the Prospectus" below.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as
the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the
applicable Final Terms may over allot Notes or effect transactions with a view to supporting the
price of the Notes at a level higher than that which might otherwise prevail. However, there is
no assurance that the stabilising manager(s) (or persons acting on behalf of a stabilising
manager) will undertake stabilisation action. Any stabilisation action may begin at any time
after the adequate public disclosure of the terms of the offer of the relevant Tranche of Notes
and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date and 60 days after the date of the allotment of the relevant Tranche of Notes.
Any stabilisation action or over-allotment must be conducted by the relevant stabilising
manager(s) (or person(s) acting on behalf of any stabilising manager(s)) in accordance with all
applicable laws and rules.
Any websites included in the Prospectus, except for the website www.bourse.lu in the context of the
documents incorporated by reference, are for information purposes only and do not form part of the
Prospectus.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. These forward-looking statements are
identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references
and assumptions. This applies, in particular, to statements in this Prospectus containing information
on future earning capacity, plans and expectations regarding Knorr-Bremse Group's business and
management, its growth and profitability, and general economic and regulatory conditions and other
factors that affect it.
Forward-looking statements in this Prospectus are based on assumptions, analyses or forecasts of
future results and estimates of amounts not yet determinable or foreseeable that the Issuer makes to
the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors beyond the control of the Issuer (such as e.g. the activities of competitors) which
could cause actual results, including Knorr-Bremse Group's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been
assumed or described in these forward-looking statements. Knorr-Bremse Group's business is also
subject to a number of risks and uncertainties that could cause a forward-looking statement, estimate
or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to
read the following sections of this Prospectus: "Risk Factors", "Description of the Issuer". These

4
sections include more detailed descriptions of factors that might have an impact on Knorr-Bremse
Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by
law, to update any forward-looking statement or to conform these forward-looking statements to actual
events or developments.

5
TABLE OF CONTENTS
Page
Summary
........................................................................................................................................ 6
Section A
Introduction and Warnings ............................................................................................. 6
Section B
Issuer .............................................................................................................................. 7
Section C
Securities ...................................................................................................................... 11
Section D
Risks ............................................................................................................................. 15
Section E
Offer .............................................................................................................................. 19
German Translation of the Summary .................................................................................................. 20
Abschnitt A Einleitung und Warnhinweise ....................................................................................... 20
Abschnitt B Emittentin ...................................................................................................................... 21
Abschnitt C
Wertpapiere .................................................................................................................. 26
Abschnitt D Risiken .......................................................................................................................... 31
Abschnitt E Angebot ........................................................................................................................ 35
Risk Factors ...................................................................................................................................... 37

Risk Factors relating to Knorr-Bremse AG as Issuer and the Knorr-Bremse Group ................... 37

Risk Factors specific to the Notes ............................................................................................... 42
Consent to the Use of the Prospectus ................................................................................................. 47
General Description of the Programme ............................................................................................... 48
I.
General
...................................................................................................................................... 48
II. Issue Procedures ......................................................................................................................... 49
Description of the Issuer ...................................................................................................................... 51
Terms and Conditions of the Notes English Language Version ...................................................... 64
OPTION I Terms and Conditions that apply to Notes with fixed interest rates ................................ 64
OPTION II Terms and Conditions that apply to Notes with floating interest rates ........................... 82
OPTION III Terms and Conditions that apply to Notes without periodic interest payments ............ 98
Terms and Conditions of the Notes - German Language Version .................................................... 114
OPTION I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ....................... 115
OPTION II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ................. 134
OPTION III Anleihebedingungen für Schuldverschreibungen ohne periodische Zinszahlungen... 151
Description of Rules regarding Resolutions of Holders ..................................................................... 169
Form of Final Terms .......................................................................................................................... 171
Taxation
.................................................................................................................................... 186
Selling Restrictions ............................................................................................................................ 192
General Information ........................................................................................................................... 195

Interests of Natural and Legal Persons involved in the Issue/Offer .......................................... 195

Use of Proceeds ........................................................................................................................ 195

Listing and admission to trading Information ............................................................................. 195

Authorisation .............................................................................................................................. 195
Documents Incorporated by Reference ............................................................................................. 196

List of documents incorporated by reference ............................................................................ 196

Availability of Documents ........................................................................................................... 197
Names and Addresses ...................................................................................................................... 198

6
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for
this type of Notes and Issuer. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case,
a short description of the Element is included in the Summary with the mention of "not applicable".
[The Summary contains options, characterised by square brackets or typesetting in italics (other than
the respective translations of specific legal terms), and placeholders regarding the Notes to be issued
under the Programme. The summary of the individual issue of Notes will include the options relevant
to this issue of Notes as determined by the applicable Final Terms and will contain the information,
which had been left blank, as completed by the applicable Final Terms.]1
Element
Section A Introduction and warnings

A.1
Warnings
Warning that:
this Summary should be read as an introduction to the
Prospectus;
any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the
investor;
where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member
States, have to bear the costs of translating the
Prospectus, before the legal proceedings are initiated;
and
civil liability attaches only to the Issuer who has tabled the
Summary including any translation thereof, but only if the
Summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Prospectus or it
does not provide, when read together with the other parts
of the Prospectus, key information in order to aid
investors when considering whether to invest in such
Notes.
A.2
Consent to the use of
[Each Dealer and/or each further financial intermediary
the Prospectus
subsequently reselling or finally placing the Notes is entitled
to use the Prospectus for the subsequent resale or final
placement of the Notes during the offer period for the
subsequent resale or final placement of the Notes from [] to
[], provided however, that the Prospectus is still valid in
accordance with Article 11(2) of the Luxembourg act relating
to prospectuses for securities, as amended (Loi relative aux
prospectus pour valeurs mobilières) which implements
Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 (as amended).
The Prospectus may only be delivered to potential investors

1 To be deleted for the summary of an individual issue of Notes.

7
together with all supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in
electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of Knorr-
Bremse AG (www.knorr-bremse.de).
When using the Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it
complies with all applicable laws and regulations in force in
the respective jurisdictions.
In the event of an offer being made by a Dealer and/or a
further financial intermediary the Dealer and/or the
further financial intermediary shall provide information
to investors on the terms and conditions of the Notes at
the time of that offer.]
[Not applicable. No consent has been given.]

Element
Section B Issuer

B.1
Legal and commercial
The legal name of the issuer is Knorr-Bremse
name
Aktiengesellschaft and the commercial name is Knorr-
Bremse AG (the "Issuer").
B.2
Domicile / Legal form /
Knorr-Bremse Aktiengesellschaft is a stock corporation
Legislation / Country
(Aktiengesellschaft) organised and operating under German
of incorporation
law and incorporated in Germany. It has its registered seat in
Munich, Germany.
B.4b Known
trends
The dominant factors in 2016 were the volatile development
affecting the Issuer
of the global economy coupled with slow market growth,
and the industries in
particularly in China and North America. China is about to be
which it operates
moving toward a domestic market driven economy. Europe
witnessed a moderate economic downturn in the course of
2016. The developing and emerging economies were able to
pick up a little speed again.
In 2016, the worldwide market for rail vehicles was in decline
compared to the prior year. This was reflected amongst
others in the marked drop in demand for high-speed trains
and locomotives in China, and a cyclic slowdown in the
freight car and locomotive business in North America.
The global commercial vehicle market in total showed a
modest upswing in 2016. Vehicle output in both North and
South America fell by approximately 20 per cent., while the
truck and trailer business in Europe and Asia showed
progress and offset the cyclic market volatility in North
America.
B.5
Description of the
Knorr-Bremse AG acts as the parent company of the Group.
Group and the Issuer's As of 31 December 2016, the Group includes 24 German
position within the
and 115 foreign consolidated subsidiaries and regional
Group
companies (included in the Group's consolidated financial
statements) over which the Issuer can exert a direct or
indirect controlling influence, and is represented at more than
100 locations in 30 countries, some 80 of which are
manufacturing facilities. Knorr-Bremse AG performs group-
wide functions as a management holding company.

8
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been
estimate
made.
B.10
Nature of any
Not applicable. The audit report does not include any
qualifications in the
qualifications.
audit report on
historical financial
information
B.12
Selected historical key financial information
The following selected historical financial information for the Group is based on the
audited consolidated financial statement of Knorr-Bremse AG as of and for the financial
year ended 31 December 2016.

Summarised balance sheet (amounts in EUR million)

2015
2016
Cash & Equivalents
1,360.1
1,720.1
Accounts receivable, trade & Inventories
1,357.5
1,380.9
Intangibles, fixed assets and investments
1,038.9
1,243.7
Other1 245.4
259.5
Balance sheet total
4,001.9
4,604.2

Accounts Payable, trade
688.1
714.1
Accounts payable, banks
160.6
148.8
Other2 1,417.5
1,922.5
Total Liabilities3 2,266.2
2,785.4
Group Equity4 1,735.7
1,818.8
Balance sheet total
4,001.9
4,604.2

Summarised and adjusted income statement (amounts in EUR million)

2015
2016
Net sales
5,830.6
5,494.3
Changes in inventories
(35.5)
(6.8)
Own work capitalised
0.6
0.4
Other operating income
293.9
248.5
Cost of materials
(2,730.6)
(2,560.9)
Personnel expenses
(1,213.2)
(1,196.6)
Other operating expenses
(969.6)
(967.4)
EBITDA5
1,176.2
1,011.5

1 Other consisting of receivables from affiliated companies not included in consolidation, other assets, other marketable
securities, prepaid expenses and deferred tax assets.
2 Other consisting of pension plan accruals, other accrued liabilities, bonds, other liabilities and deferred income.
3 Total liabilities including accruals, liabilities and deferred income.
4 Group equity consisting of capital stock, capital reserves, retained earnings, unappropriated consolidated net income and
minority interests.
5 EBITDA is being calculated as income before taxes reduced by financial results and depreciation and amortisation on
purchased intangibles and fixed assets.

9
Depreciation and amortisation on
purchased intangibles and fixed assets
(198.9)
(179.4)
EBIT1
977.3
832.1
Financial Results
(0.7)
(2.6)
Income before taxes
976.6
829.5
Taxes on income
(331.8)
(279.8)
Minority Interests
(76.5)
(64.9)
Net income less minority interests
568.3
484.8
Dividends paid2
396.0 428.7

Summarised Cash Flow Statement 2016 in accordance with GAS 21 (German
Accounting Standard) (amounts in EUR million)

2016
Cash flows from operating activities
709.4
Cash flows from investing activities
(423.2)
Cash flows from financing activities
59.0
Changes in cash funds
374.1

Summarised Cash Flow Statement 2015 in accordance with GAS 21 (German
Accounting Standard) (amounts in EUR million)

2015
Cash flows from operating activities
912.7
Cash flows from investing activities
(283.5)
Cash flows from financing activities
(396.3)
Changes in cash funds
255.0

Material adverse change in There has been no material adverse change in the
the prospects of the Issuer prospects of Knorr-Bremse AG since 31 December 2016.

Significant change in the
Not applicable. There has been no significant change in
financial and trading
the financial or trading position of Knorr-Bremse AG
position
since 31 December 2016.
B.13 Recent
events
On 5 September 2016, Knorr-Bremse AG announced a
public offer to acquire all shares in Haldex AB (publ), a
manufacturer of brake systems and air suspension
systems for heavy trucks, trailers and buses, for SEK 110
in cash per share. On 16 September 2016, Knorr-Bremse
AG increased the offer to SEK 125 in cash per share.
The total value of the increased Offer amounted to
SEK
5,526,996,250 (approx. EUR 577 million). The

1 EBIT is being calculated as income before taxes reduced by financial results
2 Dividends paid comprise of dividends paid to parent company shareholders and minority shareholders in 2015 for the
Financial Year 2014 and in 2016 for the Financial Year 2015.

10
acquisition would have been subject to approval by the
anti-trust authorities in the USA and in the EU. On
7 September 2017, the Swedish Supervisory Authority
SSC had announced not to permit an extension of the
current acceptance period applied for by Knorr-Bremse
until 9 February 2018. On 19 September 2017 Knorr-
Bremse decided to withdraw its offer to all shareholders
of Haldex AB (publ) and abandons the proposed
business combination. Knorr-Bremse will also not
continue the merger clearance process.
Effective as from 1 February 2017, Knorr-Bremse
acquired the Electrical Systems business unit (Vossloh
Kiepe) of Vossloh AG. Based on IFRS reporting
standards, Vossloh Kiepe turned over nearly EUR 250
million with around 800 employees in fiscal year 2015.
The acquisition will expand Knorr-Bremse's product
range for rail and commercial vehicles by adding modern
powertrain technologies.
Currently Knorr-Bremse is considering different options
to position the company for the future, including the
possibility of an initial public offering.
B.14
Please see Element B.5
Statement of dependency
Not applicable. Knorr-Bremse AG is not dependent upon
upon other entities within
other entities within the Knorr-Bremse Group.
the group
B.15 Principal
activities
Based on its internal market analysis, the Knorr-Bremse
Group is the world's leading manufacturer of braking
systems and supplier of additional sub-systems for rail
and commercial vehicles. Since more than 110 years the
company is one of the most important market participants
with respect to the development, production, marketing,
and servicing of braking systems.
The Knorr-Bremse Group's operating activities are
organised into two divisions: Rail Vehicle Systems and
Commercial Vehicle Systems.
In the Rail Vehicle Systems division, the Group has a
long tradition of supplying leading-edge products for local
public transport vehicles such as metros and light rail
vehicles as well as freight cars, locomotives, passenger
trains, and high-speed trains. In addition to braking
systems, the Group's product portfolio includes
electronically driven entrance systems, HVAC (heating,
ventilation and air conditioning) systems, power supply
systems, control components, and windscreen wiper
systems, as well as platform screen doors, friction
materials, driver advisory systems, and control
technology. The product portfolio is rounded off by the
iCOM family, with monitoring, driver assistance systems,
and energy metering, as well as power supply systems,
sanding systems, and additional equipment such as
derailment detectors.
In the Commercial Vehicle Systems division, Knorr-
Bremse's solutions range from complete braking
systems, including driver assistance systems to torsional
vibration dampers, powertrain-related solutions, and