Bond Volva 2.35% ( XS1530953618 ) in SEK

Volva

100 % ▼

Sweden

XS1530953618 ( in SEK )

2.35% per year ( payment 1 time a year)

07/03/2022 - Bond has expired

Prospectus brochure of the bond Volvo XS1530953618 in SEK 2.35%, expired

1 000 000 SEK

2 500 000 000 SEK

Volvo Cars is a Swedish multinational automotive manufacturer known for its focus on safety, luxury, and sustainability.

The Bond issued by Volva ( Sweden ) , in SEK, with the ISIN code XS1530953618, pays a coupon of 2.35% per year.
The coupons are paid 1 time per year and the Bond maturity is 07/03/2022

OFFERING MEMORANDUM
NOT FOR DISTRIBUTION

IN THE UNITED STATES

Volvo Car AB
SEK 2,500,000,000 Senior Floating Rate Notes due 2022
SEK 500,000,000 21/2% Senior Fixed Rate Notes due 2022

Volvo Car AB, a Swedish public limited liability company (the "Issuer"), is offering SEK 2.5 billion aggregate principal amount of its senior floating rate
notes due 2022 (the "Senior Floating Rate Notes") and SEK 0.5 billion aggregate principal amount of its 21/2% senior fixed rate notes due 2022 (the
"Senior Fixed Rate Notes" and, together with the Senior Floating Rate Notes, the "Notes"). Interest on the Senior Floating Rate Notes will be payable
quarterly in arrears, equal to the three-month STIBOR plus 2.35% per annum, reset quarterly and subject to a floor of 0.0%, on 7 March, 7 June,
7 September and 7 December, commencing 7 March 2017. Interest on the Senior Fixed Rate Notes will be payable annually on 7 March, commencing
7 March 2017. The Senior Floating Rate Notes will mature on 7 March 2022. The Senior Fixed Rate Notes will mature on 7 March 2022.
Some or all of the Notes may be redeemed by paying 100% of the principal amount of such Notes plus a "make-whole" premium. In addition, up to 40%
of the aggregate principal amount of the Senior Floating Rate Notes and up to 40% of the aggregate principal amount of the Senior Fixed Rate Notes,
respectively, may be redeemed with the net proceeds of certain equity offerings at the respective redemption prices set forth in this offering memorandum.
At any time on or after 7 December 2021 (i.e., the date that is three months prior to maturity), some or all of the Notes may be redeemed at a redemption
price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest, if any, to the date of redemption.
Upon the occurrence of certain change of control events, each holder of the Notes may require the Issuer to repurchase all or a portion of its respective
Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. In the event of
certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes, as applicable.
The Notes will be the Issuer's senior obligations and will rank pari passu in right of payment with all other existing and future senior debt of the Issuer that
is not expressly subordinated in right of payment to the Notes. The Notes will be senior in right of payment to all existing and future indebtedness of the
Issuer that is expressly subordinated in right of payment to the Notes. The Notes will be guaranteed (the "Guarantee") on a senior unsecured basis by the
Issuer's subsidiary, Volvo Car Corporation (the "Guarantor"). The Guarantee will rank pari passu in right of payment with all of the existing and future
indebtedness of the Guarantor that is not expressly subordinated in right of payment to the Guarantee. The Guarantee will rank senior in right of payment
to all existing and future indebtedness of the Guarantor that is expressly subordinated in right of payment to the Guarantee. The Notes and the Guarantee
will be effectively subordinated to all of the Issuer's and the Guarantor's future secured debt to the extent of the value of the assets securing such debt. The
Notes and the Guarantee will be structurally subordinated to all existing and future obligations and other liabilities of the Issuer's other subsidiaries that do
not guarantee the Notes.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg
Stock Exchange's Euro MTF Market. The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. This offering
memorandum shall constitute a prospectus for the purpose of the Luxembourg law dated July 10, 2015 (as amended) on prospectuses for securities.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 15.

Issue price for the Senior Floating Rate Notes: 100.000% plus accrued interest from the issue date, if any.
Issue price for the Senior Fixed Rate Notes: 99.652% plus accrued interest from the issue date, if any.

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any other jurisdiction. The Notes are being offered and sold in offshore transactions outside the United States in compliance
with Regulation S under the U.S. Securities Act ("Regulation S"). The Notes may not be offered, sold or delivered within the United States (as
defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act. See "Important Information" and "Notice to Investors" for further details about eligible offerees and "Transfer Restrictions" for
transfer and resale restrictions.
The Notes will be represented on issuance by global notes, which we expect will be delivered in book-entry form through Euroclear S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), on or about 7 December 2016. Interests in the global notes will be
exchangeable for the relevant definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and Form".
Joint Lead Managers
DNB Markets
Nordea Markets
Swedbank
The date of this offering memorandum is 8 December 2016.

Prospective investors should rely only on the information contained in this offering memorandum (the "offering
memorandum"). Neither the Issuer nor the Initial Purchasers (as defined herein) has authorised anyone to provide
prospective investors with different information, and prospective investors should not rely on any such
information. Neither the Issuer nor the Initial Purchasers is making an offer of these Notes in any jurisdiction
where this offer is not permitted. Prospective investors should not assume that the information contained in this
offering memorandum is accurate as of any date other than the date on the front of this offering memorandum. The
offering memorandum may only be used for the purposes for which it has been prepared.

TABLE OF CONTENTS
Contents

Page
IMPORTANT INFORMATION ................................................................................................................................
ii
STABILIZATION ......................................................................................................................................................
iii
NOTICE TO INVESTORS ........................................................................................................................................
iv
FORWARD-LOOKING STATEMENTS ..................................................................................................................
v
CERTAIN DEFINITIONS .........................................................................................................................................
vii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ......................................................................
viii
PRESENTATION OF MARKET DATA ...................................................................................................................
x
SUMMARY ................................................................................................................................................................
1
CORPORATE STRUCTURE AND FINANCING ARRANGEMENTS ..................................................................
7
THE OFFERING ........................................................................................................................................................
8
SUMMARY FINANCIAL AND OPERATING INFORMATION ...........................................................................
11
RISK FACTORS ........................................................................................................................................................
15
USE OF PROCEEDS .................................................................................................................................................
33
CAPITALISATION ...................................................................................................................................................
33
SELECTED FINANCIAL INFORMATION .............................................................................................................
34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .......................................................................................................................................................
35
INDUSTRY ................................................................................................................................................................
54
BUSINESS .................................................................................................................................................................
59
REGULATION...........................................................................................................................................................
74
MANAGEMENT .......................................................................................................................................................
83
PRINCIPAL SHAREHOLDER .................................................................................................................................
87
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .........................................................
88
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ..........................................................................
89
DESCRIPTION OF THE NOTES ..............................................................................................................................
99
BOOK-ENTRY, DELIVERY AND FORM ...............................................................................................................
134
CERTAIN TAX CONSIDERATIONS ......................................................................................................................
136
PLAN OF DISTRIBUTION .......................................................................................................................................
137
TRANSFER RESTRICTIONS ...................................................................................................................................
139
LEGAL MATTERS ....................................................................................................................................................
140
INDEPENDENT AUDITORS ...................................................................................................................................
141
WHERE PROSPECTIVE INVESTORS CAN FIND MORE INFORMATION .......................................................
141
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES .....................................................
141
CERTAIN INSOLVENCY LAW CONSIDERATIONS ...........................................................................................
142
LISTING AND GENERAL INFORMATION ...........................................................................................................
148
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .................................................................................
F-1

i

IMPORTANT INFORMATION
You should base your decision to invest in the Notes solely on information contained in this offering memorandum. The
"Initial Purchasers" are DNB Bank ASA, Sweden Branch, Nordea Bank Danmark A/S and Swedbank AB (publ). Neither
we nor the Initial Purchasers have authorised any dealer, salesperson or other person to give any information or represent
anything to you other than the information contained in this offering memorandum. You must not rely on unauthorised
information or representations.
This offering memorandum does not offer to sell or solicit offers to buy any of the securities in any jurisdiction where it is
unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the
securities.
The information in this offering memorandum is current only as of the date on the cover page, and our business and
financial condition, along with other information in this offering memorandum, may change after that date. For any time
after the cover date of this offering memorandum, we do not represent that our affairs are the same as described or that the
information in this offering memorandum is correct, nor do we imply those things by delivering this offering memorandum
or selling securities to you. You acknowledge and agree that neither we nor the Initial Purchasers represent that the
information herein is complete.
If you purchase the Notes, you will be deemed to have made certain acknowledgements, representations and warranties as
detailed under "Notice to Investors". You may be required to bear the financial risk of an investment in the Notes for an
indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the
offer and sale of the Notes is prohibited. We do not make any representation to you that the Notes are a legal investment for
you. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for
that purpose.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force in any
jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required by
it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes such purchases, offers or sales, and neither we nor the Initial Purchasers shall have any
responsibility therefor.
The Notes have not been, and will not be, registered under the U.S. Securities Act, or with any securities regulatory
authority of any state or jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred
except in offshore transactions in compliance with Regulation S under the U.S. Securities Act.
We have prepared this offering memorandum solely for use in connection with the offer of the Notes in accordance with
Regulation S under the U.S. Securities Act, for application to list the Notes on the Official List of the Luxembourg Stock
Exchange and to be admitted for trading on the Euro MTF Market of the Luxembourg Stock Exchange. This offering
memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire the Notes.
You are not to construe the contents of this offering memorandum as investment, legal or tax advice. You should consult
your own legal counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase
of the Notes. You are responsible for making your own examination of us and your own assessment of the merits and risks
of investing in the Notes. Neither we nor the Initial Purchasers is making any representation to you regarding the legality of
an investment in the Notes by you.
The information contained in this offering memorandum has been furnished by us and other sources we believe to be
reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or
completeness of any of the information set out in this offering memorandum, and nothing contained in this offering
memorandum is or shall be relied upon as a promise or representation by the Initial Purchasers, whether as to the past or as
to the future. This offering memorandum contains summaries, believed to be accurate in all material respects, of certain of
the terms of specified documents, but reference is made to the actual documents for complete information. All summaries
of such documents contained herein are qualified in their entirety by this reference.
By receiving this offering memorandum, you acknowledge that you have had an opportunity to request from us for review,
and that you have received, all additional information you deem necessary to verify the accuracy and completeness of the
information contained in this offering memorandum. You also acknowledge that you have not relied on the Initial
Purchasers in connection with your investigation of the accuracy of this information or your decision whether to invest in
the Notes.
ii

We accept responsibility for the information contained in this offering memorandum. To the best of our knowledge and
belief, the information contained in this offering memorandum is in accordance with the facts and does not omit anything
that would make the information contained herein misleading in any material respect. No person is authorized in
connection with the Offering made pursuant to this offering memorandum to give any information or to make any
representation not contained in this offering memorandum, and, if given or made, any other information or representation
must not be relied upon as having been authorized by us or the Initial Purchasers.
We and the Initial Purchasers reserve the right to reject all or a part of any offer to purchase the Notes, for any reason. The
Initial Purchasers also reserve the right to allot less than the full amount of the Notes sought by investors. The Initial
Purchasers and certain related entities may acquire a portion of the Notes for their own account.
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes
in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such
an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or sell any
Notes or possess this offering memorandum. You must also obtain any consents or approvals that you need in order to
purchase any Notes. Neither we nor the Initial Purchasers are responsible for your compliance with these legal
requirements.
The distribution of this offering memorandum and the offer and sale of the Notes may be restricted by law in some
jurisdictions. See "Notice to Investors". Persons into whose possession this offering memorandum or any of the Notes
come must inform themselves about, and observe any restrictions on the transfer and exchange of, the Notes. The Notes are
subject to restrictions on resale and transfer as described under "Plan of Distribution" and "Notice to Investors". By
purchasing any Notes, you will be deemed to have made certain acknowledgments, representations and agreements as
described in those sections of this offering memorandum. You may be required to bear the financial risks of investing in the
Notes for an indefinite period of time.
The information contained under "Exchange Rate Information" includes extracts from information and data publicly
released by official and other sources. While we accept responsibility for accurately summarizing the information
concerning exchange rate information, we accept no further responsibility in respect of such information. The information
set out in relation to sections of this offering memorandum describing clearing and settlement arrangements, including the
section entitled "Book-Entry, Delivery and Form," is subject to change in, or reinterpretation of, the rules, regulations and
procedures currently in effect. We accept responsibility for accurately summarizing the information concerning Euroclear
and Clearstream, as applicable, but we do not accept further responsibility in respect of such information.
The Notes will be available in book-entry form only. We expect that the Notes sold pursuant to this offering memorandum
will be issued in the form of global notes, which will be deposited and registered in the name of a common depositary, or its
nominee, for Euroclear and Clearstream, as applicable. Beneficial interests in the global notes will be shown on, and
transfers of the global notes will be effected only through, records maintained by Euroclear and Clearstream, as applicable,
and their respective participants. After the initial issuance of the global notes, notes in certificated form will be issued in
exchange for the global notes only as set forth in the Indenture. See "Book-Entry, Delivery and Form".
We cannot guarantee that our application for the Notes to be listed on the Official List of the Luxembourg Stock Exchange
and to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange will be approved as of the
settlement date for the Notes or at any time thereafter, and settlement of the Notes is not conditioned on obtaining this
listing.
STABILIZATION
IN CONNECTION WITH THIS OFFERING NORDEA BANK DANMARK A/S (THE "STABILIZATION
MANAGER") (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER) 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, THERE CAN BE NO ASSURANCES THAT THE STABILIZATION MANAGER (OR PERSON(S)
ACTING ON BEHALF OF THE STABILIZATION MANAGER) WILL UNDERTAKE ANY SUCH
STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR
AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF
THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE
CONDUCTED BY THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE
STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
iii

NOTICE TO INVESTORS
European Economic Area ("EEA"). In relation to each member state of the EEA that has implemented the Prospectus
Directive (each, a "Relevant Member State"), each Initial Purchaser has represented and agreed that with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and
will not make an offer of Notes which are the subject of the Offering contemplated by this offering memorandum to the
public in that Relevant Member State other than: (a) to any legal entity that is a "qualified investor" as defined in the
Prospectus Directive; (b) to fewer than 150, natural or legal persons (other than "qualified investors" as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant
Initial Purchaser or Initial Purchasers nominated by us for any such offer; or (c) in any other circumstances falling within
Article 3(2) of the Prospectus Directive; provided that no such offer of the Notes shall require the publication by us or any
Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant
to Article 16 of the Prospectus Directive other than in reliance on Article 3(2)(b).
For the purposes of this provision, the expression "offer of Notes to the public" in relation to any Notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer
and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be
varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member
State, and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU) and includes any relevant implementing measures in the Relevant Member State.
Each subscriber for or purchaser of the Notes in the Offering located within a member state of the EEA will be deemed to
have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive. We, the Initial Purchasers and their affiliates and others will rely upon the trust and accuracy of the
foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a "qualified
investor" and who has notified the Initial Purchasers of such fact in writing may, with the consent of the Initial Purchasers,
be permitted to subscribe for or purchase the Notes in the Offering.
Hong Kong. The Notes may not be offered or sold by means of any document other than (i) to "professional investors" as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder, or (ii) in other
circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap.
32) of Hong Kong or do not constitute an offer to the public within the meaning of that Ordinance, and no advertisement,
invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of
issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder.
Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan
(the "Financial Instruments and Exchange Law") and each Initial Purchaser has agreed that it will not offer or sell any
securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means
any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for
re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
People's Republic of China. This offering memorandum does not constitute a public offer of the Notes, whether by way of
sale or subscription, in the People's Republic of China ("China"). Other than to qualified domestic institutional investors in
China, the Notes are not being offered and may not be offered or sold, directly or indirectly, in China to or for the benefit of,
legal or natural persons of China. According to the laws and regulatory requirements of China, with the exception of
qualified domestic institutional investors in China, the Notes may, subject to the laws and regulations of the relevant
jurisdictions, only be offered or sold to non-Chinese natural or legal persons in any country other than China.
Singapore. This offering memorandum has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this offering memorandum and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or
sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than: (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and
in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance
with the conditions of, any other applicable provision of the SFA.
iv

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation
(which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments
and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or (b) a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the
trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation
or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after
that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to
an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of such corporation)
where the transfer arises from an offer referred to in Section 275(1A) of the SFA or (in the case of such trust) where the
transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA, (2) where no consideration is or will be given
for the transfer, (3) where the transfer is by operation of law, or (4) as specified in Section 276(7) of the SFA.
Sweden. This offering memorandum is not a prospectus for the purposes of, and has not been prepared in accordance with,
the prospectus requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om
handel med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority
(Sw. Finansinspektionen) nor any other Swedish public body has examined, approved or registered this offering
memorandum or will examine, approve or register this offering memorandum. Accordingly, this offering memorandum
may not be made available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other than in
circumstances that constitute an exemption from the requirement to prepare a prospectus under the Swedish Financial
Instruments Trading Act.
Switzerland. The Notes offered hereby are being offered in Switzerland on the basis of a private placement only. This
offering memorandum does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code of
Obligations.
United Kingdom. The issue and distribution of this offering memorandum is restricted by law. This offering memorandum
is not being distributed by, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets
Act 2000 (as amended from time to time, the "FSMA") by, a person authorised under the FSMA. This offering
memorandum is directed solely at persons who: (i) are investment professionals, as such term is defined in Article 19(5) of
the Financial Promotion Order; (ii) are persons falling within Article 49(2)(a) to 49(2)(d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the
FSMA) in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be
communicated (all such persons together being referred to as "relevant persons").
This offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this offering memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act
or rely on this offering memorandum or any of its contents. No part of this offering memorandum should be published,
reproduced, distributed or otherwise made available in whole or in part to any person who is not a relevant person without
our prior written consent. The Notes are not being offered or sold to any person in the United Kingdom, except in
circumstances which will not result in an offer of securities to the public in the United Kingdom within the meaning of
Part VI of the FSMA.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
FORWARD-LOOKING STATEMENTS
This offering memorandum contains various forward-looking statements that reflect management's current views with
respect to future events and anticipated financial and operational performance. Forward-looking statements as a general
matter are all statements other than statements as to historical or present facts and circumstances. The words "aim,"
"anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "guidance," "intend," "may," "might,"
"plan," "potential," "predict," "projected," "should," "target" or "will" or, in each case, the negative of such terms, or other
variations or comparable terminology, identify certain of these forward-looking statements. Forward-looking statements
can also be identified in the context in which the statements are made. Forward-looking statements appear in a number of
places throughout this offering memorandum, including, without limitation, "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations," "Industry," and "Business" and include,
among other things, statements relating to:
·
our strategy, including statements relating to the next phase in our transformation and our next generation of cars,
outlook and growth prospects;
·
our operational and financial targets and our medium-term and long-term annual sales goals, including our
medium-term goal of annual sales of more than 800,000 cars globally;
v

·
our liquidity, capital resources, capital expenditures and access to funding, or statements relating to pending or
contemplated refinancings or capital-raising efforts;
·
our planned investments;
·
our plans for future operations and facilities;
·
expectations as to future demand for our cars;
·
general global economic trends and trends in the automotive industry and the premium passenger car segment in
particular;
·
the impact of regulations and laws on us and our operations; and
·
the competitive environment in which we operate.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no
assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates
and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the
forward-looking statements as a result of, among others:
·
changes in international, national and local economic, political, regulatory, business, industry, labour and social
conditions;
·
changes in underlying customer behaviour, including changes in customer buying trends and patterns, customer
preference and demand and consumer purchasing power;
·
competition in the markets we operate;
·
changes in laws, regulations and governmental policies, including tax law and fiscal policy;
·
our ability to successfully develop and implement new products, designs, technologies and innovations;
·
changes in technology and automotive trends;
·
our ability to forecast customer trends and preferences and demand for our cars;
·
the availability and cost of consumer financing for cars;
·
changes in the availability and cost of suppliers, raw materials and key inputs;
·
disruptions to our facilities;
·
fluctuations in currency exchange rates;
·
developments relating to product liability, warranties and recalls with respect to our cars;
·
our ability to protect our intellectual property;
·
our ability to generate the funds needed to service our debt and receive external financing;
·
changes regarding our brand reputation and brand image;
·
changes in our business strategy, development and investment plans;
·
announcements by our competitors and others as to regulatory and similar matters, compliance with regulations,
exposures to litigation and other matters of similar nature which may cause capital markets to downgrade investments
in our industry; and
·
costs associated with ensuring our facilities meet the requirements of applicable environmental, health and safety laws.
vi

Additional factors that could cause our actual results, performance or achievements to differ materially include, but are not
limited to, those discussed under "Risk Factors".
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees
of future performance and that our actual results of operations, financial condition and liquidity, and the development of the
industry in which we operate may differ materially from those made in or suggested by the forward-looking statements
contained in this offering memorandum. In addition, even if our results of operations, financial condition and liquidity, and
the development of the industry in which we operate are consistent with the forward-looking statements contained in this
offering memorandum, such results or developments may not be indicative of results or developments in subsequent
periods.
These forward-looking statements speak only as of the date of this offering memorandum. We expressly undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, other than as required by law or regulation. Accordingly, prospective investors are cautioned not to
place undue reliance on any of the forward-looking statements herein.
CERTAIN DEFINITIONS
Unless otherwise specified or the context requires otherwise in this offering memorandum:
"China Development Bank Facility" means the facilities agreement dated as of 30 November 2012 (as subsequently
amended and restated on 22 November 2013, 9 November 2015 and 6 May 2016), between, among others, Volvo Car
Corporation as borrower, Volvo Car AB and Geely Sweden Holdings AB as guarantors and China Development Bank
Corporation, Bank of China Limited, Luxembourg Branch, Bank of Communications Co., Ltd., Offshore Banking Unit and
Industrial and Commercial Bank of China (Europe) S.A., Sucursal En España as original lenders, China Development
Bank Corporation as agent and InterTrust CN (Sweden) AB as security agent;
"Chinese Joint Ventures" means the joint ventures Daqing Volvo Car Manufacturing Co., Ltd, Zhangjiakou Volvo Car
Engine Manufacturing Co., Ltd. and Shanghai Volvo Car Research and Development Co., Ltd;
"Company", "Group" or "Volvo Cars" means Volvo Car AB and its consolidated subsidiaries, and prior to the merger of
Geely Sweden AB into Volvo Car Corporation in December 2015, Geely Sweden AB and its consolidated subsidiaries;
references to "we", "our" and "us" are to the same entities, as the case may be;
"Existing Notes" means the 500 million aggregate principal amount of the Issuer's 31/4% Senior Notes due 2021,
originally issued on 18 May 2016;
"Geely" means Zhejiang Geely Holding Group Co. Ltd.;
"Guarantor" means Volvo Car Corporation (legal name, Volvo Personvagnar Aktiebolag);
"IFRS" means the International Financial Reporting Standards of the International Accounting Standards Board, as
adopted by the European Union;
"Indenture" means the indenture governing the Notes to be entered into on the Issue Date;
"Issue Date" means 7 December 2016;
"Issuer" means Volvo Car AB, as the issuer of the Notes;
"Nordic Investment Bank Loan" means the loan agreement dated 1 September 2016 between, among others, Volvo Car
Corporation as borrower, Volvo Car AB as guarantor and Nordic Investment Bank as lender;
"Notes" means collectively the Senior Fixed Rate Notes and the Senior Floating Rate Notes offered hereby;
"Offering" means the issuance of Notes offered hereby;
"retail sales" means sales to end customers;
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"Revolving Credit Facility" means the revolving credit facility dated 30 June 2014 (as amended and restated by a
supplemental agreement dated 30 June 2015, a supplemental agreement dated 9 December 2015 and a supplemental
agreement dated 7 March 2016), between, among others, Volvo Car Corporation as borrower, Volvo Car AB as guarantor
and DNB Bank ASA, Sweden Branch, Swedbank AB (publ), ANZ Bank (Europe) Limited, Bank of China Limited,
Luxembourg Branch, Barclays Bank PLC, BNP Paribas Fortis SA/NV Bankfilial Sverige, HSBC Bank PLC, ING
Belgium NV/SA, Lloyds Bank PLC, Nordea Bank AB (publ), Santander Bank, Zweigniederlassung Der Santander
Consumer Bank AG and Société Générale as original lenders;
"Senior Fixed Rate Notes" means the SEK 0.5 billion aggregate principal amount of the Issuer's 21/2% Senior Fixed Rate
Notes due 2022 offered hereby;
"Senior Floating Rate Notes" means the SEK 2.5 billion aggregate principal amount of the Issuer's Senior Floating Rate
Notes due 2022 offered hereby;
"Term Credit Facility" means the term credit facility dated as of 25 June 2015 (as subsequently amended and restated on
4 March 2016), between Volvo Car Corporation as borrower, Volvo Car AB as guarantor and AB Svensk Exportkredit
(publ) as lender;
"Trustee" means HSBC Corporate Trustee Company (UK) Limited, in its capacity as trustee under the Indenture; and
"U.S. Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
This offering memorandum includes:
·
the audited consolidated financial statements of the Issuer and its subsidiaries as of and for the years ended
31 December 2015 and 31 December 2014 (the "Issuer Consolidated Financial Statements");
·
the audited consolidated financial statements of Geely Sweden AB, the Issuer's predecessor entity (as described under
"--Organisational Structure" below), and its subsidiaries as of and for the years ended 31 December 2014 and
31 December 2013 (the "Geely Sweden AB Consolidated Financial Statements", and together with the Issuer
Consolidated Financial Statements, the "Audited Consolidated Financial Statements"); and
·
the unaudited consolidated financial statements of the Issuer and its subsidiaries as of and for the nine-month periods
ended 30 September 2016 and 30 September 2015 (the "Interim Financial Statements", and together with the
Audited Consolidated Financial Statements, the "Consolidated Financial Statements").
The 2014 financial information presented in this offering memorandum, as extracted from the Issuer Consolidated
Financial Statements, has been restated and reflects the consolidation of the Chinese Joint Ventures during 2015 as
described below under "--Chinese Joint Ventures".
The Audited Consolidated Financial Statements have been prepared in accordance with IFRS as adopted by the EU and
have been audited by our independent auditors, Deloitte AB ("Deloitte"), as set forth in their audit reports included herein.
The Interim Financial Statements have been prepared in accordance with IFRS and have been reviewed by Deloitte, as set
forth in their review report included herein.
Our financial data for the twelve months ended 30 September 2016 has been derived by taking, without adjustments, the
results of the year ended 31 December 2015 and subtracting the results for the nine-month period ended 30 September 2015
and then adding the results for the nine-month period ended 30 September 2016. Our financial data for the twelve months
ended 30 September 2016 has been prepared for illustrative purposes only and is not prepared in the ordinary course of our
financial reporting. Such financial data is not necessarily representative of our results of operations for any future period or
our financial condition at any future date. The financial data for the twelve months ended 30 September 2016 has not been
audited or reviewed.
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Organisational Structure
In December 2015, in order to simplify our organisational structure, Geely Sweden AB was merged into its subsidiary,
Volvo Car Corporation, with Volvo Car Corporation as the surviving entity. As a result of this transaction, Geely
Automotive Sweden AB became the new parent of Volvo Car Corporation and changed its name to Volvo Car AB. Volvo
Car AB is a subsidiary of Geely Sweden Holdings AB, with ultimate ownership held by Geely. In 2013 and 2014, the
parent company of Volvo Car Corporation was Geely Sweden AB. This change of parent company in 2015 had no
significant impact on the financial statements as the parent company solely held shares in Volvo Car Corporation and did
not conduct any operating activities. Accordingly, for 2013 and 2014, we present the consolidated financial statements of
Geely Sweden AB.
Chinese Joint Ventures
On 25 June 2015, we acquired an additional 20% interest in each of Daqing Volvo Car Manufacturing Co., Ltd,
Zhangjiakou Volvo Car Engine Manufacturing Co., Ltd. and Shanghai Volvo Car Research and Development Co., Ltd
(together, the "Chinese Joint Ventures") from Shanghai Geely Zhaoyuan International Investment Co., Ltd., a subsidiary
of Geely ("Shanghai Geely"). As a result of these acquisitions, we now hold a 50% interest in each of the Chinese Joint
Ventures. Additionally, Daqing Volvo Car Manufacturing Co., Ltd acquired from Shanghai Geely 100% of the shares in
three other entities, including Volvo Car (Asia Pacific) Investment Holding Co., Ltd. (formerly Zhongjia Automobile
Manufacturing (Shanghai) Co., Ltd) ("Volvo Car (Asia Pacific)"). Volvo Car (Asia Pacific) holds 100% of the shares of
Zhongjia Automobile Manufacturing (Chengdu) Co., Ltd., a Chinese entity that owns the Chengdu car plant. After the
acquisitions, we effectively control these entities through our shareholding and contractual arrangements. The Chinese
Joint Ventures have been reclassified as subsidiaries and have been fully consolidated into the Issuer Consolidated
Financial Statements as of 1 January 2015. The acquisition of the additional 20% interest in each of the Chinese Joint
Ventures was a transaction under common control. We have chosen to apply predecessor accounting for common control
transactions, and, as a result, the 2014 financial information contained in the Issuer Consolidated Financial Statements has
been restated to reflect the consolidation of the Chinese Joint Ventures into our financial statements as of 1 January 2014.
This is in accordance with IFRS for common control transactions.
Accordingly, due to the changed organisational structure and the restatement of the 2014 financial information in
the Issuer Consolidated Financial Statements to reflect the consolidation of the Chinese Joint Ventures as of
1 January 2014, we present the financial information included in the consolidated financial statements of Geely
Sweden AB for 2013 and the Issuer Consolidated Financial Statements for 2015 and 2014 (restated). Please see the
Issuer Consolidated Financial Statements.
Preparation of the Consolidated Financial Statements
In making an investment decision, you must rely upon your own examination of the terms of the offering of the Notes and
the financial information contained in this offering memorandum. The preparation of financial statements in conformity
with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in
the process of applying our accounting policies. The areas involving a higher degree of judgment or complexity, or areas
where assumptions and estimates are significant to our financial statements are disclosed in our Consolidated Financial
Statements.
Our Consolidated Financial Statements have been prepared based on a calendar year or a nine-month period and are
presented in SEK rounded to the nearest million. Therefore, discrepancies in the tables between totals and the sums of the
amounts listed may occur due to such rounding. Percentages and amounts reflecting changes over time periods relating to
financial data set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are
calculated using the numerical data in the Consolidated Financial Statements or the tabular presentation of other data
(subject to rounding) contained in this offering memorandum, as applicable, and not using the numerical data in the
narrative description thereof.
Non-IFRS Measures
This offering memorandum contains non-IFRS measures and ratios, including EBITDA and coverage ratios, which are not
required by, or presented in accordance with IFRS or the accounting standards of any other jurisdiction. We present
non-IFRS measures because management uses them to measure operating performance, in presentations to our directors
and as a basis for strategic planning and forecasting, as well as to monitor certain aspects of our operating cash flow and
liquidity. We also believe that non-IFRS measures are widely used by certain investors, securities analysts and other
interested parties as supplemental measures of performance and liquidity.
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