Obligation Siemens Finanz GmbH 1.75% ( XS1955187932 ) en EUR

Siemens Finanz GmbH

100 % ▲

Allemagne

XS1955187932 ( en EUR )

1.75% par an ( paiement annuel )

28/02/2039 - Obligation échue

Prospectus brochure de l'obligation Siemens Finan.maatschappij NV XS1955187932 en EUR 1.75%, échue

1 000 EUR

800 000 000 EUR

Siemens Finan.maatschappij NV est une société financière captive de Siemens AG, fournissant des services financiers aux entreprises du groupe Siemens et à ses clients.

L'Obligation émise par Siemens Finanz GmbH ( Allemagne ) , en EUR, avec le code ISIN XS1955187932, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/02/2039

This document constitutes three base prospectuses 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 ("Prospectus Directive"): (i) the base prospectus for Siemens Aktiengesellschaft in
respect of non-equity securities within the meaning of article 22 no 6 (4) of the Commission Regulation (EC) No 809/2004 of April 29, 2004,
as amended ("Non-Equity Securities"), (ii) the base prospectus for Siemens Capital Company LLC in respect of Non-Equity Securities
and (iii) the base prospectus for Siemens Financieringsmaatschappij N.V. in respect of Non-Equity Securities (together, "Prospectus").

SIEMENS AKTIENGESELLSCHAFT
(A stock corporation incorporated in the Federal Republic of Germany)
as Issuer of Instruments and as Guarantor for Instruments issued by
Siemens Capital Company LLC and Siemens Financieringsmaatschappij N.V.

SIEMENS CAPITAL COMPANY LLC
(A limited liability company organized under the laws of the State of Delaware, United States of America)
as Issuer of Instruments

SIEMENS FINANCIERINGSMAATSCHAPPIJ N.V.
(A public company with limited liability incorporated in The Netherlands)
as Issuer of Instruments

15,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT
INSTRUMENTS

Application has been made to the Luxembourg Stock Exchange for debt instruments issued under the 15,000,000,000 programme for
the issuance of debt instruments ("Instruments" and such programme "Programme") to be listed on the official list of the Luxembourg
Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market ("Luxembourg Stock Exchange's
Regulated Market"), which is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council
of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU as amended
("MiFID II"), during the period of 12 months from the date of this Prospectus. However, Instruments may also be issued under the
Programme which are listed and traded on another stock exchange or which wil not be listed and traded on any stock exchange. The
Guarantor has unconditional y and irrevocably guaranteed to Luther Rechtsanwaltsgesel schaft mbH, acting as trustee for the holders of
Instruments, the payment of al amounts due under the Instruments issued by Siemens Capital Company LLC and Siemens
Financieringsmaatschappij N.V.

Prospective purchasers of the Instruments should in particular refer to Important Notice beginning on page 1 and to Risk Factors in Part C
of this Prospectus.

This Prospectus has been approved by the Commission de Surveil ance du Secteur Financier of the Grand Duchy of Luxembourg ("CSSF")
in its capacity as competent authority under the Luxembourg law of July 10, 2005 as amended relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières "Luxembourg Prospectus Law") and wil be published in electronic form on the website
of the Luxembourg Stock Exchange (www.bourse.lu). Each Issuer has requested the CSSF to provide the competent authorities in the
Federal Republic of Germany ("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 Prospectus Law ("Notification"). Each Issuer may request the CSSF
to provide competent authorities in additional Member States within the European Economic Area with a Notification.

Arranger

MORGAN STANLEY

Dealers

BARCLAYS
BNP PARIBAS

BofA MERRILL LYNCH
COMMERZBANK

CREDIT SUISSE

DEUTSCHE BANK

GOLDMAN SACHS INTERNATIONAL

J.P. MORGAN

MORGAN STANLEY

UBS INVESTMENT BANK

December 6, 2018

RESPONSIBILITY STATEMENT

Each of Siemens Aktiengesellschaft with its registered offices in Munich and Berlin, Germany,
Siemens Capital Company LLC with its registered office in Wilmington, Delaware, USA and Siemens
Financieringsmaatschappij N.V. with its registered office in The Hague, The Netherlands (each an
"Issuer" and together, "Issuers") (in each case in relation to itself and in respect of the Instruments
issued by itself only) and Siemens Aktiengesellschaft in its capacity as guarantor ("Guarantor") (in
relation to itself and the Instruments only) accepts responsibility for the information contained in this
Prospectus provided however that with regard to the information contained in the description of Siemens
Capital Company LLC and Siemens Financieringsmaatschappij N.V. Siemens Aktiengesellschaft only
accepts responsibility regarding the correct reproduction of such information.
By approving the Prospectus, the CSSF assumes no responsibility as to the economic and
financial soundness of the transactions under the Programme and the quality or solvency of the Issuers
in line with the provisions of article 7(7) of the Luxembourg Prospectus Law.
Each of the Issuers 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 the import of such information.

IMPORTANT NOTICE
Prospectus
This Prospectus is to be read and construed together with any supplement(s) thereto and with any
other documents incorporated by reference herein. Full information on the Issuers and any Tranches
(as defined herein) of Instruments, is only available on the basis of the combination of the Prospectus
and the Final Terms (as defined herein) relating to such Tranche. For the avoidance of doubt, the content
of websites referred to in this Prospectus do not form part of this Prospectus.
Exclusiveness
No person has been authorized to give any information or to make any representation which is not
contained in or not consistent with this Prospectus or any information supplied by the relevant Issuer in
connection with the Programme and, if given or made, such information or representation should not be
relied upon as having been authorized by or on behalf of the Issuers, the Guarantor, the Dealers (as
defined below) or any of them.
No Responsibility of the Dealers
The arranger and the dealers (including any further dealer appointed according to the dealership
agreement relating to the Programme dated December 6, 2018 ("Dealers")) to the extent permitted by
the laws of any relevant jurisdiction do not accept any responsibility, as to the accuracy or completeness
of the information contained in this Prospectus.
Non-Significance of Delivery
This Prospectus is valid for twelve months after its approval. This Prospectus and any
supplement(s) thereto as well as any Final Terms reflect the status as of their respective dates of issue.
Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any
Instrument, in any circumstances, creates any 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 adverse change in the financial situation of any of the Issuers or the Guarantor since such date
or, that any other information supplied in connection with the Programme is accurate at any time
subsequent to the date indicated in the document containing the same.
Restriction on Distribution, Offer and Sale
Law may restrict the distribution of this Prospectus, any supplement(s) thereto and any Final Terms
and the offering, sale and delivery of the Instruments in certain jurisdictions. Persons into whose
possession this Prospectus, any supplement(s) thereto or any Final Terms fall, are required to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Instruments and on the distribution of this Prospectus, any supplement(s) thereto
or any Final Terms and other offering material relating to the Instruments, see "Part K: Subscription and
Sale".
1

Neither the Instruments nor the SCC Guarantee (as defined herein) nor the SFM Guarantee (as
defined herein) have been, or wil be, registered under the United States Securities Act of 1933, as
amended ("Securities Act"), or with any securities regulatory authority of any state or other jurisdiction
of the United States and are being sold pursuant to an exemption from the registration requirements of
the Securities Act. The Instruments may include Instruments in bearer form that are subject to U.S. Tax
Law requirements. Accordingly, the Instruments are being offered and sold only outside the United
States of America to non-U.S. persons (as such term is defined in Regulation S under the Securities Act
("Regulation S")) in reliance on Regulation S. For further details, see "Part K: Subscription and Sale".
The Instruments have not been approved or disapproved by the United States Commodity Futures
Trading Commision, by the United States Securities and Exchange Commission or any state securities
commission in the United States of America nor has the Securities and Exchange Commission or any
state securities commission in the United States of America passed upon the accuracy or the adequacy
of this Prospectus. Any representation to the contrary is a criminal offense in the United States of
America.
IMPORTANT EEA RETAIL INVESTORS - If the relevant Final Terms in respect of any
Instruments include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Instruments 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) MiFID II; (i ) a customer within the meaning of Directive 2002/92/EC as amended or
superseded ("IMD"), where that customer would not qualify as a professional client as defined in
point (10) of article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014 as amended
("PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
If the relevant Final Terms in respect of any Instruments specify "Prohibition of Sales to EEA Retail
Investors" as "Not applicable", except to the extent sub-paragraph (ii) below may apply, any offer of
Instruments in any Member State of the EEA which has implemented the Prospectus Directive (each a
"Relevant Member State") wil be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
Instruments. Accordingly, any person, making or intending to make an offer in that Relevant Member
State of Instruments which are the subject of an offering or placement contemplated in this Prospectus
as completed by Final Terms in relation to the offer of those Instruments may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant
to article 3 of the Prospectus Directive or supplement a prospectus pursuant to article 16 of the
Prospectus Directive, in each case, in relation to such offer, or (i ) if a prospectus for such offer has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State
and (in either case) published, all in accordance with the Prospectus Directive, provided that any such
prospectus has subsequently been completed by Final Terms which specify that offers may be made
other than pursuant to article 3(2) of the Prospectus Directive in that Relevant Member State, such offer
is made in the period beginning and ending on the dates specified for such purpose in such prospectus
or Final Terms, as applicable, and the Issuer has consented in writing to the use of such prospectus for
the purpose of such offer. Except to the extent sub-paragraph (i ) above may apply, neither the Issuers
nor the Guarantor nor any Dealer have authorized, nor do they authorize, the making of any offer of
Instruments in circumstances in which an obligation arises for the Issuers or the Guarantor or any Dealer
to publish or supplement a prospectus for such offer.
Each Dealer and/or each financial intermediary subsequently resel ing or finally placing
Instruments may only use the Prospectus as set out in "Consent to the use of the Prospectus" below.
Neither this Prospectus nor any supplement(s) thereto nor any Final Terms may be used
for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation.
Floating Rate Instruments and Benchmarks
Interest amounts payable on Instruments with a fluctuating rate of interest wil be calculated by
reference to a specific benchmark which will be provided by an administrator.

2

As at the date of this Prospectus, the specific benchmark applicable to an issue of instruments
with a floating rate of interest ("Floating Rate Instruments") has not yet been determined. However,
amounts payable under Floating Rate Instruments may be calculated by reference to (i) Euro Interbank
Offered Rate (EURIBOR) which is provided by the European Money Markets Institute ("EMMI"), (ii)
London Interbank Offered Rate (LIBOR) which is provided by the ICE Benchmark Administration Limited
("IBA"), (i i) Australian Dol ar Bank bil Reference Rate (AUD-BBR-BBSW) which is provided by ASX
Ltd. ("ASX") or (iv) Canadian Dollar Offered Rate (CDOR) which is provided by Thomson Reuters
Benchmark Services Limited ("Thomson Reuters"). As at the date of this Prospectus, only IBA and
Thomson Reuters appear on the register (the "ESMA Register") of administrators and benchmarks
established and maintained by the European Securities and Markets Authority (the "ESMA") pursuant
to article 36 of the Regulation (EU) 2016/1011 of the European Parliament and of the Council of
June 8, 2016 on indices used as benchmarks in financial instruments and financial contracts or to
measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU
and Regulation (EU) No 596/2014 (the "Benchmark Regulation"). As far as the Issuers are aware, the
transitional provisions in article 51 of the Benchmark Regulation apply, so that neither EMMI nor ASX
are currently required to obtain authorization or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
The Final Terms wil specify the name of the specific benchmark and the relevant administrator. In
such case the Final Terms wil further specify if the relevant administrator is included in the ESMA
Register or whether the transitional provisions in article 51 of the Benchmarks Regulation apply.
Stabilization
In connection with the issue of any Tranche of Instruments, the Dealer or Dealers (if any) named
as stabilizing managers ("Stabilizing Managers") (or persons acting on behalf of any Stabilizing
Manager(s)) in the applicable Final Terms may over-allot Instruments or effect transactions with a view
to supporting the market price of the Instruments at a level higher than that which might otherwise
prevail. However, stabilization may not necessarily occur. Any stabilization action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Instruments is made and, if begun, may cease at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche of Instruments and 60 days after the date of the
allotment of the relevant Tranche of Instruments. Any stabilization action or over-allotment must be
conducted by the relevant Stabilizing Manager(s) (or (any) person(s) acting on behalf of any Stabilizing
Manager(s)) in accordance with all applicable laws and regulations.
Each of the Issuers and the Guarantor might also conduct either itself or through third parties
stabilization action or over-allotment in accordance with all applicable laws and rules.
Exclusion
Neither this Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or
an invitation to subscribe for or purchase any Instruments and must not be considered as a
recommendation by the Issuers or the Guarantor that any recipient of this Prospectus, any
supplement(s) thereto or any Final Terms should subscribe for or purchase any Instruments. Each
recipient of this Prospectus, any supplement(s) thereto or any Final Terms shall be obligated to make
its own investigation and appraisal of the condition (financial or otherwise) of the Issuers and the
Guarantor.
Responsibility of the investor
Prospective investors should carefully consider, among other things, the factors described in
"Part C: Risk Factors" which identify certain risks inherent in investing in Instruments and in regard to
the respective Issuer and/or the Guarantor.
However, each prospective investor of Instruments must determine, based on its own independent
review and such professional advice as it deems appropriate under the circumstances, that its
acquisition of the Instruments is fully consistent with its (or if it is acquiring the Instruments in a fiduciary
capacity, the beneficiary's) financial needs, objectives and condition, complies and is fully consistent
with al investment policies, guidelines and restrictions applicable to it (whether acquiring the Instruments
as principal or in a fiduciary capacity) and is a fit, proper and suitable investment for it (or if it is acquiring
the Instruments in a fiduciary capacity, for the beneficiary), notwithstanding al of the risks inherent in
investing in or holding the Instruments.
None of the Issuers or the Guarantor has or assumes responsibility for the lawfulness of the
acquisition of the Instruments by a prospective investor of the Instruments, whether under the laws of
3

the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance
by that prospective investor with any law, regulation or regulatory policy applicable to it.
References to "", "EUR", "Euro" and "euro"
In this Prospectus all references to "", "EUR", "Euro" and "euro" are to the single currency of the
participating Member States within the European Union.
Controlling Language
The language of the Prospectus is English. The English language translations of the German
language sets of Terms and Conditions, the Final Terms and the guarantee for Instruments issued by
Siemens Capital Company LLC and the guarantee for Instruments issued by Siemens
Financieringsmaatschappij N.V. (together "Guarantees") are shown in the Prospectus for convenience
only. As to form and content and all rights and obligations of the holders of Instruments and the Issuers
under the Instruments to be issued and, in respect of any Guarantee, as to form and content, and al
rights and obligations of the holders of Instruments, the Trustee and the Guarantor thereunder, German
is always the controlling legally binding language.
FORWARD-LOOKING-STATEMENTS
This Prospectus and the Documents Incorporated by Reference may contain statements related
to the Issuers' and/or the Siemens group's future business and financial performance and future events
or developments involving an Issuer/the Issuers/the Siemens group that may constitute forward-looking
statements. These statements may be identified by words such as "expect," "look forward to,"
"anticipate," "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning.
Such statements are based on the current expectations and certain assumptions of each of the Issuers'
management, of which many are beyond the Issuers' control. These are subject to a number of risks,
uncertainties and factors. Further information about risks and uncertainties affecting the Issuers and/or
the Siemens group is included in Part C "Risk Factors" and Part H "Description of the Issuers".
Accordingly, investors are strongly advised to read the following sections of this Prospectus: Part C
"Risk Factors" and Part H "Description of the Issuers".
Should one or more of these risks or uncertainties materialize, or should underlying expectations not
occur or assumptions prove incorrect, actual results, performance or achievements of each of the Issuer
and/or the Siemens group may (negatively or positively) vary materially from those described explicitly
or implicitly in the relevant forward-looking statement. None of the Issuers intends or assumes any
obligation, to update or revise these forward-looking statements in light of developments which differ
from those anticipated.
4

TABLE OF CONTENTS

Page

Page

PART A: SUMMARY ....................................... 6
1.1. OPTION I: Emissionsbedingungen
Section A - Introduction and Warnings ....... 6
für Schuldverschreibungen mit fester
Section B - Siemens
Verzinsung ..................................... 62
Aktiengesel schaft as [Issuer]
1.2. OPTION II: Emissionsbedingungen
[Guarantor] ............................................. 7
für Schuldverschreibungen mit
Section B - Siemens Capital
variabler Verzinsung ...................... 86
Company LLC as Issuer ...................... 10
2. Terms and Conditions of the
Section B - Siemens
Instruments (English Translation)...... 115
Financieringsmaatschappij N.V. as
2.1 OPTION I: Terms and Conditions
Issuer ................................................... 12
that apply to Instruments with fixed
Section C - Instruments ............................. 14
interest rates ................................. 116
Section D - Risks ....................................... 18
2.2 OPTION II: Terms and Conditions
Section E - Offer ........................................ 23
that apply to Instruments with floating
interest rates ................................. 138
TEIL B: ZUSAMMENFASSUNG
3. Form of Final Terms .......................... 164
(GERMAN TRANSLATION) .......................... 24
4. Use of Proceeds ................................ 185
Abschnitt A - Einleitung und
Warnhinweise ....................................... 24
PART G: GUARANTEES ............................ 186
Abschnitt B - Siemens
1. Guarantee for Instruments issued
Aktiengesel schaft als [Emittentin]
by Siemens Capital Company LLC ... 186
[Garantin] ............................................. 25
2. Guarantee for Instruments issued
Abschnitt B Siemens Capital
by Siemens
Company LLC als Emittentin ............... 29
Financieringsmaatschappij N.V. ........ 194
Abschnitt B Siemens
Financieringsmaatschappij
PART H: DESCRIPTION OF THE
N.V. als Emittentin ................................ 31
ISSUERS .................................................... 201
Abschnitt C - Schuldverschreibungen ....... 33
1. Description of Siemens
Abschnitt D Risiken in Bezug auf
Aktiengesel schaft ............................. 201
Siemens Aktiengesellschaft ................. 38
2. Description of Siemens Capital
Abschnitt D Risiken in Bezug auf
Company LLC ................................... 212
Siemens Captial Company LLC ........... 39
3. Description of Siemens
Abschnitt D Risiken in Bezug auf
Financieringsmaatschappij N.V. ........ 215
Siemens
Financieringsmaatschappij N.V. .......... 39
PART I: TAXATION .................................... 220
Abschnitt D Risiken in Bezug auf
die Schuldverschreibungen .................. 40
PART J: DESCRIPTION OF THE
Abschnitt E - Angebot ............................... 43
TRUSTEE ................................................... 231
PART C: RISK FACTORS ............................. 45
PART K: SUBSCRIPTION AND SALE ....... 232
1. Risk Factors relating to Siemens
Aktiengesel schaft ................................ 45
PART L: GENERAL INFORMATION .......... 236
2. Risk Factors relating to Siemens
1. Interests of Natural and Legal
Capital Company LLC .......................... 50
Persons involved in the
3. Risk Factors relating to Siemens
Issue/Offer ......................................... 236
Financieringsmaatschappij N.V. .......... 51
2. Listing and Admission to Trading ...... 236
4. Risk Factors relating to the
3. Authorization...................................... 236
Instruments .......................................... 52
4. Method to determine the yield ........... 236
5. Clearing Systems .............................. 236
PART D: CONSENT TO THE USE OF
6. Rating Agencies ................................ 236
THE PROSPECTUS ...................................... 57
7. Documents Available for
Inspection .......................................... 237
PART E: GENERAL DESCRIPTION OF
THE PROGRAMME ...................................... 58
PART M: DOCUMENTS
INCORPORATED BY REFERENCE .......... 238
PART F: TERMS AND CONDITIONS
OF THE INSTRUMENTS AND
PART N: NAMES AND ADDRESSES ........ 241
RELATED DOCUMENTS .............................. 61
1. Emissionsbedingungen der

Schuldverschreibungen (German
Terms and Conditions of the
Instruments) ......................................... 61
5

PART A: 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 ("Summary") contains all the Elements required to be included in a summary for
this type of Instruments and issuer[s] [and guarantor]. 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
Instruments and issuer[s] [and guarantor], 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".
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 Instruments 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 which 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 Instruments.
A.2
Consent to the use of the
[Each Dealer and/or each further financial intermediary
Prospectus
subsequently reselling or finally placing the Instruments
is entitled to use the Prospectus in [the Grand Duchy of
Luxembourg][,][and][the Federal Republic of
Germany][,][and][The Netherlands][and][Republic of
Austria] for the subsequent resale or final placement of
the Instruments during the offer period from [] to and
until [], provided however, that the Prospectus is still
valid in accordance with article 11 of the Luxembourg law
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
together with al supplements published up to and including
the date of 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).
When using the Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it
complies at al times with all applicable laws and

6

regulations in force in the respective jurisdictions as well
as the relevant selling restrictions.
[Such consent is also subject to and given under the
condition [].]
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 will provide
information to potential investors on the terms and
conditions of the Instruments at the time of that
offer.]
[Not applicable. The Issuer does not give consent to use
the Prospectus for the subsequent resale or final
placement of the Instruments to any Dealer and/or
financial intermediary.]

Element
Section B - Siemens Aktiengesellschaft as [Issuer] [Guarantor]
B.1
The legal and commercial
Siemens Aktiengesellschaft ("Siemens AG" and
name
together with its consolidated subsidiaries "Siemens
Group").
B.2
Domicile / Legal form /
Siemens AG is a stock corporation incorporated in the
Legislation / Country of
Federal Republic of Germany and operating under the
Incorporation
German Stock Corporation Act (Aktiengesetz). Its
registered office is in Berlin and Munich, Germany. The
business address of its registered office in Munich is
Werner-von-Siemens-Straße 1, 80333
Munich,
Germany.
B.4b
Known trends affecting the
Not applicable. There is no trend information that is
[Issuer] [Guarantor] and
reasonably likely to have a material effect on Siemens
the industries in which it
AG's prospects for (at least) the current fiscal year.
operates
B.5
Description of the group
Siemens group comprises Siemens AG as the parent
and the [Issuer's]
company and a total of about 1,200 subsidiaries,
[Guarantor's] position
associated companies and joint ventures as of
within the group
September 30, 2018.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate has been
included.
B.10
Nature of any qualifications Not applicable. The auditor's reports on the Consolidated
in the auditor's reports on
Financial Statements as of and for the fiscal years ended
historical financial
September 30, 2018 and 2017 do not include any
information
qualifications.

7

B.12
Selected historical key
Consolidated Statements of Income Data (IFRS)
financial information
For the fiscal
years ended

September 30,

2018(1)
2017(1)
(in millions of ,
per share

amounts in )

Revenue ............................................
83,044
82,863
Income from continuing operations

before income taxes ...........................
8,050
8,189

Income from continuing operations .....
5,996
6,041
Income from discontinued operations,

net of income taxes .............................
124
53

Net income .........................................
6,120
6,094

Basic earnings per share

Income from continuing operations ....
6.97
7.27

Income from discontinued operations
0.15
0.07

Net income .........................................
7.12
7.34

Diluted earnings per share

Income from continuing operations .....
6.86
7.13

Income from discontinued operations .
0.15
0.06

Net income .........................................
7.01
7.19
Consolidated Statements of Financial Position Data
(IFRS)

September 30,

2018(1)
2017(1)

Total assets .......................................
138,915
136,111

Long-term debt ..................................
27,120
26,777

Total equity ........................................
48,046
44,619

Issued capital .....................................
2,550
2,550
____________________
(1) The selected financial data are derived from the audited
Consolidated Financial Statements of Siemens AG for the
fiscal year ended September 30, 2018, as presented in the

Documents Incorporated by Reference.
No material adverse
There has been no material adverse change in the
change in the prospects of
prospects of the Siemens AG since September 30, 2018.
the [Issuer] [Guarantor]
Significant change in the
Not applicable. There has been no significant change in
financial or trading
the financial or trading position of the Siemens Group
position
since September 30, 2018.

B.13
Recent events
Not applicable. There are no recent events particular to
Siemens AG which are to a material extent relevant to the
evaluation of Siemens AG's solvency.
B.14
Statement of dependency
Not applicable. Siemens AG is not dependent upon other
upon other entities within
entities within the Siemens Group.
the group
B.15
Principal activities
In this section references to "we", "us", "our", "the
Company", "Siemens" or "Siemens AG" are to Siemens
Aktiengesel schaft and, unless the context otherwise
requires, its consolidated subsidiaries.

8

Siemens is a technology company with core activities in
the fields of electrification, automation and digitalization,
and activities in nearly al countries of the world.
As of September 30, 2018, Siemens had the following
reportable segments: the Divisions Power and Gas;
Energy Management; Building Technologies; Mobility;
Digital Factory and Process Industries and Drives as well
as the Strategic Units Siemens Healthineers and
Siemens Gamesa Renewable Energy, which together
form the Industrial Business. The Division Financial
Services (SFS) supports the activities of the Industrial
Business and also conducts its own business with
external customers.
Siemens is reorganizing its operations. Implementation of
the new organization will be completed by the end of the
second quarter of fiscal 2019. Siemens will begin
reporting financial results according to the new company
structure beginning with the third quarter of fiscal 2019.
For the new structure, Siemens is forming three
Operating Companies consisting of the reportable
segments Gas and Power, Smart Infrastructure and
Digital Industries.
These Operating Companies wil form the Industrial
Businesses together with three Strategic Companies
consisting of the reportable segments Siemens
Healthineers, SGRE and Siemens Alstom, following the
completion of the proposed combination of Siemens'
mobility business with Alstom SA (Mobility until
completion of the proposed combination). Financial
Services will continue to be a reportable segment outside
the Industrial Businesses. Furthermore, Siemens reports
Portfolio Companies, which largely consist of businesses
formerly included in the Divisions Energy Management
and Process Industries and Drives, along with certain
other activities that were reported outside the former
Industrial Business.
Power and Gas offers a broad spectrum of products,
solutions and services for generating electricity from
fossil fuels and for producing and transporting oil and gas.
Energy Management offers a wide spectrum of software,
products, systems, solutions, and services for
transmitting, distributing and managing electrical power
and for providing intel igent power infrastructure.
Building Technologies is a provider of automation
technologies and digital services for safe, secure and
efficient buildings and infrastructures throughout the
entire lifecycle.
Mobility combines all Siemens businesses in the area of
passenger and freight transportation, including rail
vehicles, rail automation systems, rail electrification
systems, road traffic technology, digital solutions and
related services.
Digital Factory offers a product portfolio and system
solutions
used in manufacturing industries,
complemented by product lifecycle and data-driven
services.

9