Bond BWM 3.7% ( USU09513JL42 ) in USD

BWM

89.99 % ▼

Germany

USU09513JL42 ( in USD )

3.7% per year ( payment 2 times a year)

31/03/2032

Prospectus brochure of the bond BMW USU09513JL42 en USD 3.7%, maturity 31/03/2032

2 000 USD

500 000 000 USD

U09513JL4

A ( Upper medium grade - Investment-grade )

01/10/2025 ( In 131 days )

BMW, a German multinational company, manufactures automobiles, motorcycles, and engines, and provides financial services.

The Bond issued by BWM ( Germany ) , in USD, with the ISIN code USU09513JL42, pays a coupon of 3.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2032
The Bond issued by BWM ( Germany ) , in USD, with the ISIN code USU09513JL42, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PRICING TERM SHEET

BMW US Capital, LLC

U.S.$600,000,000 3.250% Notes due 2025
U.S.$500,000,000 3.450% Notes due 2027
U.S.$500,000,000 3.700% Notes due 2032
U.S.$400,000,000 Floating Rate Notes due 2025

Guaranteed by Bayerische Motoren Werke Aktiengesellschaft

Issuer:
BMW US Capital, LLC (the "Issuer")
Guarantor:
Bayerische Motoren Werke Aktiengesellschaft (the
"Guarantor")
Securities:
3.250% Notes due 2025 (the "2025 Notes")
3.450% Notes due 2027 (the "2027 Notes")
3.700% Notes due 2032 (the "2032 Notes" and, together
with the 2025 Notes and the 2027 Notes, the "Fixed Rate
Notes")
Floating Rate Notes due 2025 (the "Floating Rate Notes"
and, together with the Fixed Rate Notes, the "Notes")
Principal Amount:
2025 Notes: U.S.$600,000,000
2027 Notes: U.S.$500,000,000
2032 Notes: U.S.$500,000,000
Floating Rate Notes: U.S.$400,000,000
Distribution:
Rule 144A/Regulation S

Denominations:
U.S.$2,000 and integral multiples of U.S.$1,000 in excess
thereof.
Ranking:
Unsecured and unsubordinated obligations of the Issuer.
Expected Ratings1:
Moody's: A2
S&P: A
Trade Date:
March 28, 2022
Issue Date:
April 1, 2022 (T+4)
Maturity Date:
2025 Notes: April 1, 2025
2027 Notes: April 1, 2027
2032 Notes: April 1, 2032
Floating Rate Notes: April 1, 2025
Issue Price:
2025 Notes: 99.906% of the principal amount
2027 Notes: 99.895% of the principal amount
2032 Notes: 99.727% of the principal amount
Floating Rate Notes: 100% of the principal amount
Coupon (Interest Rate):
2025 Notes: 3.250%

1 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.

2027 Notes: 3.450%
2032 Notes: 3.700%
Floating Rate Notes: Compounded SOFR plus 84 bps, with
a 0.00% floor
U.S. Benchmark Treasury:
2025 Notes: 1.750% due March 15, 2025
2027 Notes: 1.875% due February 28, 2027
2032 Notes: 1.875% due February 15, 2032
U.S. Benchmark Treasury Price and Yield:
2025 Notes: 97.23 (1/8) / 2.553%
2027 Notes: 96.29 (3/4) / 2.543%
2032 Notes: 94.30+ / 2.453%
Spread to U.S. Benchmark Treasury:
2025 Notes: T + 73 bps
2027 Notes: T + 93 bps
2032 Notes: T + 128 bps
Reoffer Yield:
2025 Notes: 3.283%
2027 Notes: 3.473%
2032 Notes: 3.733%
Interest Payment Dates:
2025 Notes: Interest payments on the 2025 Notes are
payable semi-annually in arrears on April 1 and October 1
of each year, commencing on October 1, 2022
2027 Notes: Interest payments on the 2027 Notes are
payable semi-annually in arrears on April 1 and October 1
of each year, commencing on October 1, 2022
2032 Notes: Interest payments on the 2032 Notes are
payable semi-annually in arrears on April 1 and October 1
of each year, commencing on October 1, 2022
Floating Rate Notes: Interest payments on the Floating Rate
Notes are payable quarterly in arrears on January 1, April 1,
July 1 and October 1 of each year, commencing on July 1,
2022
Optional Redemption of the Notes:
2025 Notes: Make-whole call at Treasury Rate + 12.5 bps
2027 Notes: (i) prior to March 1, 2027: Make-whole call at
Treasury Rate + 15 bps; (ii) on or after March 1, 2027, at par
plus accrued interest
2032 Notes: (i) prior to January 1, 2032: Make-whole call at
Treasury Rate + 20 bps; (ii) on or after January 1, 2032, at
par plus accrued interest
Otherwise, for tax reasons only
Day Count:
Fixed Rate Notes: 30/360
Floating Rate Notes: Actual/360
Day Count Convention:
Fixed Rate Notes: Following business day
Floating Rate Notes: Modified following business day
Form of Notes:
Registered book-entry through DTC
Listing:
The Notes will not be listed on any securities exchange.
Joint Bookrunners and Initial Purchasers:
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC

Security Codes:
2025 Notes:
CUSIP: 144A: 05565E BZ7

Reg S: U09513 JJ9
ISIN: 144A: US05565EBZ79
Reg S: USU09513JJ95
2027 Notes:
CUSIP: 144A: 05565E CA1
Reg S: U09513 JK6
ISIN: 144A: US05565ECA10
Reg S: USU09513JK68
2032 Notes:
CUSIP: 144A: 05565E CB9
Reg S: U09513 JL4
ISIN: 144A: US05565ECB92
Reg S: USU09513JL42
Floating Rate Notes:
CUSIP: 144A: 05565E BY0
Reg S: U09513 JH3
ISIN: 144A: US05565EBY05
Reg S: USU09513JH30

The Issuer has prepared a preliminary offering memorandum dated March 28, 2022 (the "Preliminary
Offering Memorandum") to which this communication relates. This Pricing Term Sheet is qualified in its
entirety by reference to the Preliminary Offering Memorandum. Before you invest in the Notes, you should
read the Preliminary Offering Memorandum, including the documents incorporated by reference therein, for
more information concerning the Issuer, the Guarantor and the Notes. Terms not otherwise defined herein
shall have the meanings ascribed to them in the Preliminary Offering Memorandum.

It is expected that delivery of the Notes will occur on or about April 1, 2022, which will be the fourth business
day following the initial date of trading of the Notes (such settlement cycle being referred to as ("T+4")). Under
applicable rules and regulations, trades in the secondary market generally are required to settle in two business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
Notes on any date prior to two business days before delivery will be required, by virtue of the fact that the Notes
initially will settle on T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a
failed settlement. Purchasers of Notes who wish to trade Notes on the initial date of trading of the Notes or the
next two succeeding business days should consult their own advisor.

The Notes and the Guarantee have not been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, the Notes and the Guarantee are being offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act and outside the United States in reliance on
Regulation S under the Securities Act. The Notes will not be listed on any securities exchange. The Notes and
the Guarantee may not be offered or sold in the United States or to U.S. persons absent registration or an
applicable exemption from the registration requirements under the Securities Act.

Manufacturer target market (MIFID II product governance and UK MiFIR) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs key information document required by
Regulation (EU) No 1286/2014 or under United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 has been prepared as the Notes are not available to retail in the European Economic
Area or the United Kingdom.

You may obtain a copy of the Preliminary Offering Memorandum and the Final Offering Memorandum (when
available) from your sales representatives from Barclays Capital Inc. at +1-888-603-5847, Citigroup Global
Markets Inc. at +1-800-831-9146, Credit Agricole Securities (USA) Inc. at +1-866-807-6030, Mizuho Securities
USA LLC at +1-866-271-7403 or Morgan Stanley & Co. LLC at +1-866-718-1649.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being
sent by Bloomberg or another email system.