Obligation ThyssenKrupp AG 1.375% ( DE000A2BPET2 ) en EUR

ThyssenKrupp AG

100 % ▲

Allemagne

DE000A2BPET2 ( en EUR )

1.375% par an ( paiement annuel )

02/03/2022 - Obligation échue

Prospectus brochure de l'obligation ThyssenKrupp AG DE000A2BPET2 en EUR 1.375%, échue

1 000 EUR

1 250 000 000 EUR

ThyssenKrupp AG est une société multinationale allemande opérant dans les domaines de la construction de matériel, de la production d'acier et des technologies des ascenseurs et des escalators.

L'Obligation émise par ThyssenKrupp AG ( Allemagne ) , en EUR, avec le code ISIN DE000A2BPET2, paye un coupon de 1.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 02/03/2022

Debt Issuance Programme Prospectus
16 January 2019
This document constitutes the base prospectus for the purpose of article 5.4 of the Directive 2003/71/EC, as
amended or superseded (the "Prospectus Directive"), of thyssenkrupp AG in respect of non-equity securities
within the meaning of article 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as
amended, ("Debt Issuance Programme Prospectus" or the "Prospectus").

thyssenkrupp AG
(Duisburg and Essen, Federal Republic of Germany)
10,000,000,000
Debt Issuance Programme
(the "Programme")
Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the Programme
(the "Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated
Market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market (the "Regulated Market")
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"). Notes issued under the Programme may not be listed at all. The Issuer has requested
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 of 10 July 2005 relating to prospectuses for
securities, as amended (Loi relative aux prospectus pour valeurs mobilières), which implements the Prospectus
Directive (the "Luxembourg Prospectus Law"), to approve this Prospectus and 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 Prospectus Law
(each a "Notification"). The Issuer may request the CSSF to provide competent authorities in additional Member
States within the European Economic Area with a Notification. By approving this Base Prospectus, the CSSF
assumes no responsibility as to the economic or financial soundness of the transactions under the Programme
or the quality and solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Prospectus
Law.
Arranger
Deutsche Bank
Dealers
BayernLB BNP
PARIBAS
Citigroup Commerzbank
Deutsche Bank
HSBC
J.P. Morgan UniCredit
Bank
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu). It is valid for a period of twelve months from the date of its approval.

NOTICE
This Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference. Full information on the Issuer and any Tranche of Notes (as defined herein) is only
available on the basis of the combination of the Prospectus and the final terms (the "Final Terms") relating to
such Tranche.
thyssenkrupp AG, with its registered offices in Duisburg and Essen and its headquarters at thyssenkrupp Allee 1,
45143 Essen, Federal Republic of Germany ("thyssenkrupp AG", the "Company" or the "Issuer" and, together
with all of its affiliated companies within the meaning of the German Stock Corporation Act (Aktiengesetz), the
"thyssenkrupp Group", "thyssenkrupp" or the "Group") has confirmed to the Arranger (as defined herein) and to
the Dealers (as defined herein) that this Prospectus contains to the best of its knowledge all information which is
material in the context of the Programme and the issue and offering of Notes thereunder, that the information
contained herein is accurate in all material respects and is not misleading, that the opinions and intentions
expressed herein are honestly held and that there are no other facts 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.
To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer accepts any
responsibility for the accuracy and completeness of the information contained in this Prospectus or any
supplement hereof, or any other document incorporated by reference nor for the information contained in any
Final Terms.
The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a new
Prospectus if and when 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, where approval by the CSSF of any such
document is required, upon such approval having been given.
No person has been authorized by the Issuer to give any information or to make any representation not contained
in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or such other information as in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorized by the Issuer, the Dealers or
any of them.
This Prospectus is valid for 12 months from the date of its approval and it and any supplement hereto as well as
any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus nor
any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication
that the information contained in this Prospectus is accurate and complete subsequent to their respective dates
of issue or that there has been no adverse change in the financial situation 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 the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final Terms comes
are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For
a description of certain restrictions applicable in the United States of America, the European Economic Area in
general, the United Kingdom and Northern Ireland, The Netherlands, Luxembourg and Japan see "Selling
Restrictions" on pages 200 to 204 of this Prospectus.
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") 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 Notes are subject to tax law requirements of the United States of America. Subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States of America or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). For
further information, see "Selling Restrictions United States of America".
IMPORTANT EEA RETAIL INVESTORS - If the relevant Final Terms in respect of any Notes include a legend
entitled "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) MiFID II; (ii) 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 Notes or otherwise making them available to retail investors in
ii

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.
If the relevant Final Terms in respect of any Notes specify "Prohibition of Sales to EEA Retail Investors" as "Not
applicable", except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of
the EEA which has implemented the Prospectus Directive (each a "Relevant Member State") will 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 Notes. Accordingly, any person, making or intending to
make an offer in that Relevant Member State of Notes 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 Notes 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 (ii) 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 (ii) above
may apply, neither the Issuer nor any Dealer have authorized, nor do they authorize, the making of any offer of
Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer.
This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only insofar
as and for the period so specified in the Final Terms for the relevant series of Notes (each a "Series").
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms
and Conditions may be controlling and binding if so specified in the Final Terms.
Neither the Prospectus 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.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or to purchase
any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that
any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes.
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) (the "Stabilising Managers")) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes 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 Notes 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 Notes and 60 days after the date
of the allotment of the relevant Tranche of Notes. Any stabilization or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with
all applicable laws and rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "EURO" are to the currency introduced at the
start of the third stage of the European Economic and Monetary Union, and as defined in article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, and all references to
"U.S dollars" and "U.S. $" are to lawful currency of the United States of America.
Any descriptions or references to business figures or developments refer to the fiscal year 2016/2017, unless
specified otherwise.
Any websites referred to in the Prospectus are referred to for information purposes only and do not form part of
the Prospectus.
This Prospectus contains certain forward-looking statements. Forward-looking statements are statements that
do not relate to historical facts and events. They are based on the analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. 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 earnings capacity, plans
iii

and expectations regarding the Issuer'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 current estimates and assumptions that the Issuer makes to the best of its present
knowledge. These forward-looking statements are subject to risks, uncertainties and other factors which could
cause actual results, including the Issuer'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 forwardlooking
statements. The Issuer'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, potential
investors are strongly advised to read the following sections of this Prospectus: "Summary", "Risk Factors", and
"thyssenkrupp AG". These sections include more detailed descriptions of factors that might have an impact on
the Issuer'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, the Issuer does not 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.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the 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 target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
("EURIBOR"), which is currently provided by European Money Markets Institute ("EMMI") or the London Interbank
Offered Rate ("LIBOR"), which is currently provided by ICE Benchmark Administration ("IBA").
As at the date of this Prospectus, IBA appears on the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of the Benchmark
Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation").
As at the date of this Prospectus, EMMI does not appear on the register of administrators and benchmarks
established and maintained by ESMA pursuant to article 36 of the Benchmark Regulation. As far as the Issuer is
aware, the transitional provisions in article 51 of the Benchmark Regulation apply, such that EMMI is not currently
required to obtain authorization or registration (or, if located outside the European Union, recognition,
endorsement or equivalence).
Product Classification Pursuant to Section 309B of the Securities and Futures Act (Chapter 289 of Singapore)
The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures Act
Product Classification" which will state the product classification of the Notes pursuant to section 309B(1) of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA").
The Issuer will make a determination in relation to each issue about the classification of the Notes being offered
for purposes of section 309B(1)(a). Any such legend included on the relevant Final Terms will constitute notice
to "relevant persons" for purposes of section 309B(1)(c) of the SFA.

iv

CONTENTS

Page
SUMMARY ........................................................................................................................................... 1
Section A Introduction and warnings .................................................................................................... 1
Section B thyssenkrupp AG ................................................................................................................. 2
Section C Securities ........................................................................................................................... 7
Section D Risks ................................................................................................................................ 10
Section E Offer ................................................................................................................................. 16
GERMAN TRANSLATION OF THE SUMMARY ........................................................................................... 17
Abschnitt A Einleitung und Warnhinweise ............................................................................................. 17
Abschnitt B thyssenkrupp AG ............................................................................................................. 19
Abschnitt C Wertpapiere .................................................................................................................... 25
Abschnitt D Risiken ........................................................................................................................... 29
Abschnitt E Angebot .......................................................................................................................... 36
RISK FACTORS .................................................................................................................................... 37
RISK FACTORS REGARDING THE ISSUER ............................................................................................... 37
RISK FACTORS REGARDING THE NOTES ................................................................................................ 43
RESPONSIBILITY STATEMENT .............................................................................................................. 47
CONSENT TO USE THE PROSPECTUS .................................................................................................... 48
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................... 49
TERMS AND CONDITIONS OF THE NOTES ENGLISH LANGUAGE VERSION ............................................... 52
OPTION I Terms and Conditions for Fixed Rate Notes English language version ...................................... 53
OPTION II Terms and Conditions for Floating Rate Notes English language version ................................. 68
OPTION III Terms and Conditions for Zero Coupon Notes - English language version ................................ 84
TERMS AND CONDITIONS OF THE NOTES GERMAN LANGUAGE VERSION ............................................... 98
OPTION I Emissionsbedingungen für Schuldverschreibungen mit fester Verzinsung .................................. 99
OPTION II Emissionsbedingungen für Schuldverschreibungen mit variabler Verzinsung ........................... 116
OPTION III Emissionsbedingungen für Nullkupon-Schuldverschreibungen ............................................. 134
FORM OF FINAL TERMS (MUSTER ENDGÜLTIGE BEDINGUNGEN) .......................................................... 149
THYSSENKRUPP AG AS ISSUER .......................................................................................................... 168
TAXATION ........................................................................................................................................ 191
GENERAL INFORMATION .................................................................................................................... 200
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 206

v

SUMMARY
This summary (the "Summary") is made up of disclosure requirements known as 'Elements'. These elements
are numbered in Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities 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 this Summary because of the type of securities 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 this Summary with the statement 'not applicable'.
Section A Introduction and warnings
Element

A.1 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 which has tabled this Summary including any
translation hereof, but only if this 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 the Notes.
A.2
Consent to use [Each Dealer and/or each further financial intermediary subsequently
the Prospectus
reselling or finally placing Notes is entitled to use the Prospectus in
[Luxembourg[,][and]] [the Federal Republic of Germany[,][and]] [The
Netherlands] [and] [the Republic of Austria] for the subsequent resale or
final placement of the Notes during the period from [ ] to [ ], provided
however, that the Prospectus is still valid in accordance with article 11
para 2 of the Luxembourg law of 10 July 2005 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 or superseded).
The Prospectus may only be delivered to potential investors 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).
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. The Issuer does not give consent to the use of the
Prospectus for the subsequent resale or final placement of the Notes to any
dealer or financial intermediary.]

1

Section B thyssenkrupp AG
Element

B.1 Legal and commercial thyssenkrupp AG ("thyssenkrupp AG") is the legal name.
name of the Issuer
thyssenkrupp is the commercial name. "thyssenkrupp Group",
"Group" or "thyssenkrupp" means thyssenkrupp AG together with all
of its affiliated companies within the meaning of German Stock
Corporation Act (Aktiengesetz).
B.2 Domicile,
legal form, thyssenkrupp AG is a German stock corporation (Aktiengesellschaft)
legislation, country of incorporated and operated under the laws of the Federal Republic of
incorporation
Germany and domiciled in Essen, Germany.
B.4b
Known trends affecting the The economic climate remains marked by major uncertainty.
Issuer and the industries Uncertainties arise from geopolitical flashpoints as well as the global
in which it operates
economic situation. These include in particular future economic policy
of the USA, along with the further escalation of the existing trade
conflicts, the slowing growth of the Chinese economy, the targeted
normalization of monetary policy, the outcome of the Brexit
negotiations on economic growth in Europe and on exports as well as
on future investments in the UK itself but also in the other countries
of Europe, the dislocations in the automotive sector, in part due to the
introduction of new emissions standards and measuring procedures
(WLTP), the volatility and level of raw material prices as an important
cost factor as well as the continuing structural overcapacities in the
steel industry, the corresponding competitive and import pressure on
the European market and increasing dislocations in international steel
trade flows.
B.5
Description of the Group thyssenkrupp AG is the parent company of thyssenkrupp Group,
and the Issuer's position which has 449 subsidiaries and 23 investments accounted for by the
within the Group
equity method in 78 countries.
B.9
Profit forecast or estimate
Not applicable; no profit forecast or estimate is made.
B.10
Qualifications in the audit Not applicable; PwC issued an unqualified auditor's report on each of
report on the historical the consolidated financial statements of thyssenkrupp AG and its
financial information
subsidiaries for the fiscal years ended on September 30, 2017 and
September 30, 2018.
B.12 Selected
historical
key

financial information
In the audited consolidated financial statements for the fiscal year ended September 30, 2018 the
steel business was classified as discontinued operation according to IFRS 5. Figures related to the
discontinued operation were presented separately in the consolidated statement of financial
position, the consolidated statement of income as well as the consolidated statement of cash flows.
The prior year comparative information in the consolidated income statement as well as the
consolidated statement of cash flows was adjusted in the audited consolidated financial statements
for the financial year ended September 30, 2018. Therefore, presentation of the consolidated
income statement and the consolidated statement of cash flows for the financial year ended
September 30, 2017 differs between the consolidated financial statements for the fiscal year ended
September 30, 2017 and the consolidated financial statement for the fiscal year ended
September 30, 2018. In line with IFRS 5, the comparative period for the consolidated statement of
financial position was not adjusted. When figures in the prospectus are referred to as "Full Group",
this includes continuing operations and discontinued operations.
The following table includes financial figures that are non-IFRS and HGB financial measures and
therefore belong to the so-called alternative performance measures (APM). Such APMs are to be
read in connection with the explanations hereinafter.

2

T H YS S E N K R U P P I N F I G U R E S

Full Group1 Continuing
operations

Year ended Year ended
Year ended Year ended
Sept. 30,
Sept. 30,
Sept. 30,
Sept. 30,

2017
2018
Change in
% 2017
2018
Change in
%
Net sales
million
42,971
42,745
(226) (1)
33,993
34,777
785 2
EBIT
million
687
1,045
358 52 658 464
(194) (29)
EBIT margin
%
1.6
2.4
0.8 53 1.9 1.3
(0.6) (31)
Adjusted EBIT
million
1,910
1,551
(359) (19) 1,164 706
(459) (39)
Adjusted EBIT margin
%
4.4
3.6
(0.8) (18)
3.4
2.0
(1.4) (41)
EBT million

61
668
607 ++ 329 163
(165) (50)
Net income/(loss) /
Income/(loss) (net of tax)
million
(591)
60
650 ++ 12 (198)
(210) --
attributable to
thyssenkrupp AG's
shareholders
million
(649)
8
658 ++ (39) (245)
(206) --
Operating cash flows
million
610
1,184
575 94 27 185
157 ++
Cash flow for investments
million
(1,666)
(1,386)
280 17 (959) (935)
24 2
Cash flow from divestments
million
1,545
87 (1,458) (94) 1,511
66 (1,445) (96)
Free cash flow
million
489
(115)
(603) -- 579
(684) (1,264) --
Free cash flow before M&A
million
(798)
(134)
665 83 (763) (678)
84 11
Net financial debt (Sept. 30)
million
1,957
2,364
407 21

Total equity (Sept. 30)
million
3,404
3,274
(130) (4)

Gearing (Sept. 30)
%
57.5
72.2
14.7 26

Employees (Sept. 30)

158,739
161,096
2,357 1
129,441
131,606
2,165 2

EBIT provides information on the profitability of a unit. It contains all elements of the income
statement relating to operating performance. This also includes items of financial income/expense
that can be characterized as operational, including income and expense from investments where
there is a long-term intention to hold the assets.
EBIT margin is the ratio of EBIT to net sales.
Adjusted EBIT is EBIT adjusted for special items, i.e. excluding disposal losses/gains, restructuring
expenses, impairment charges/impairment reversals and other non-operating expenses and
income. It is more suitable than EBIT for comparing operating performance over several periods.
Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.

The table below presents the reconciliation to thyssenkrupp's EBIT and adjusted EBIT
The table below presents the reconciliation to thyssenkrupp's cash flow for investments, cashflow
from divestments, free cash flow and free cash flow before M & A

R E CO N C I L I AT I O N A D J U S T E D E B I T TO E B T ( F U L L G R O U P )

Year ended
Year ended
million
Sept. 30, 2017
Sept. 30, 2018
Adjusted EBIT as presented in segment reporting (Full Group)
1,9101 1,5511
Special items
(1,224)
(507)
Components
Technology
(80)
(76)
Elevator
Technology
(185)
(90)
Industrial
Solutions
(147)
12
Materials
Services
(91)
(47)
Steel
Europe
(55)
(216)

1 Includes respective amounts of the discontinued steel operations.
3

Corporate
(35)
(89)
Consolidation
22
0
Discontinued operations Steel Americas
(651)
(0)
Special items from continuing operations
(507)
(241)
Discontinued steel operations
(66)
(265)
Discontinued operations Steel Americas
(651)
0
EBIT as presented in segment reporting (Full Group)
6872
1,0452
+ Finance income (Full Group)
1,0192
7452
Finance expense (Full Group)
(1,619)2
(1,101)2
Items of finance income assigned to EBIT based on economic classification (Full Group)
(52)2
(27)2
+ Items of finance expense assigned to EBIT based on economic classification (Full Group)
262
62
EBT-Group (Full Group)
612
6682
EBT discontinued operations Steel Americas
705
--
EBT discontinued steel operations
(437)
(505)
EBT from continuing operations as presented in the statement of income
329
163

R E CO N C I L I AT I O N TO F R E E C A S H F L O W B E F O R E M & A
Year ended
Year ended
million
Sept. 30, 2017
Sept. 30, 2018
Operating cash flows - continuing operations (consolidated statement of cash flows)
27
185
Cash flows from investing activities - continuing operations (consolidated statement of
cash flows)
552
(869)
Cash flow for investments
(959)
(935)
Purchase of investments accounted for using the equity method and non-current financial
assets
(4)
(2)
Expenditures for acquisitions of consolidated companies net of cash acquired
4
(8)
Capital expenditures for property, plant and equipment (inclusive of advance payments)
and investment property
(839)
(801)
Capital expenditures for intangible assets (inclusive of advance payments)
(121)
(124)
Cash flow from divestments
1,511
66
Proceeds from disposals of investments accounted for using the equity method and non-
current financial assets
5
3
Proceeds from disposals of previously consolidated companies net of cash disposed
1,418
0
Proceeds from disposals of property, plant and equipment and investment property
90
63
Proceeds from disposals of intangible assets
(1)
1
Free cash flow - continuing operations (FCF)
579
(684)
/+ Cash inflow/cash outflow resulting from material M&A transactions
(1,342)
6
Free cash flow before M&A continuing operations (FCF before M&A)
(763)
(678)
Discontinued steel operations
(92)
545
Discontinued operations Steel Americas
57
0
Free cash flow before M&A - Group (FCF before M&A)
(798)
(134)
Free Cash Flow before M & A permits a liquidity-based assessment of performance in a reporting
period by measuring cash flows from operating activities excluding income and expenditures from
material portfolio measures. It is measured as operating cash flow less cash flows from investing
activities excluding cash inflows or outflows from material M & A transactions. This too links more
directly to operating activities and facilitates comparability in multi-period analyses.
Net financial debt is calculated as the difference between cash and cash equivalents shown in the
statement of financial position plus current other financial assets available for sale, and non-current
and current financial debt. The corresponding assets and liabilities of the disposal groups are also
taken into account.

2 Includes respective amounts of the discontinued steel operations.
4

The table below presents the reconciliation to thyssenkrupp's net financial debt

R E CO N C I L I AT I O N TO N E T F I N A N C I A L D E B T ( F U L L
G R O U P )

million
Sept. 30, 2017
Sept. 30, 2018
Financial debt (Full Group)
7,255
5,3773
Cash and cash equivalents (Full Group)
(5,292)
(3,006)3
Current other financial assets available for sale (Full Group)
(6)
(6)3
Net financial debt (Full Group)
1,957
2,3643
Gearing4 is the ratio of net financial debt to total equity.

Material adverse change Not applicable. There has been no material adverse change in the
in the prospects of the prospects of thyssenkrupp AG since September 30, 2018.
Issuer
Significant changes in the Not applicable. There has been no significant change in the financial
financial and trading or trading position of thyssenkrupp Group since September 30, 2018.
position
B.13 Recent
Events
On June 30, 2018, thyssenkrupp and Tata Steel have signed a
definitive agreement to combine their European steel activities in a
50/50 joint venture. thyssenkrupp will contribute its Steel Europe
business to the joint venture as well as thyssenkrupp Mill Services &
Systems GmbH that used to be part of the Materials Services business
and individual Corporate companies. Tata will add all of their flat steel
activities in Europe. The completion of the transaction is amongst
other closing conditions subject to merger control clearance in
several jurisdictions, including the European Union.
On September 30, 2018, the Supervisory Board of thyssenkrupp AG
has agreed to the Executive Board's proposal to divide the
thyssenkrupp group into two separate companies. Pursuant to that
proposal, the capital goods and materials businesses shall be
managed in the future as independent, listed companies with direct
access to the capital markets. Both companies will continue to use
the name thyssenkrupp. The separation into two companies will take
the form of a spin-off. The details of the split, such as the transaction
structure, the financing concept and the management models of both
companies, will be developed in a diligent process. The final decision
on the split has to be made by a stockholders' meeting of
thyssenkrupp AG which could take place within 12 to 18 months
following the aforementioned decision of the Supervisory Board.
Pursuant to the current plan for the intended separation of
thyssenkrupp into two companies, following the split, thyssenkrupp
AG shareholders will hold two shares: one of the future thyssenkrupp
Materials AG (formerly thyssenkrupp AG) and one of the new
thyssenkrupp Industrials AG. Existing stockholders will continue to
hold 100 per cent. of thyssenkrupp Materials AG and initially a clear
majority of thyssenkrupp Industrials AG. The remaining stake will
initially be held by thyssenkrupp Materials AG. Liabilities and pension
obligations shall be allocated to both companies. thyssenkrupp
Industrials shall consist of the elevator business, the automotive
supplier business and core plant construction. thyssenkrupp
Materials shall consist of Materials Services, the 50 per cent. interest
in the future steel joint venture with Tata Steel, the slewing bearings
and forging businesses as well as the marine business.

3 Includes respective amounts of the discontinued steel operations.
4 Full Group.
5