Bond BWM 2.1% ( XS1619283564 ) in HKD

BWM

100 % ⇌

Germany

XS1619283564 ( in HKD )

2.1% per year ( payment 1 time a year)

16/05/2022 - Bond has expired

Prospectus brochure of the bond BMW XS1619283564 in HKD 2.1%, expired

1 000 000 HKD

535 000 000 HKD

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

The Bond issued by BWM ( Germany ) , in HKD, with the ISIN code XS1619283564, pays a coupon of 2.1% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/05/2022

BMW Group
Bayerische Motoren Werke Aktiengesellschaft
Munich, Federal Republic of Germany
BMW Finance N.V.
The Hague, the Netherlands
BMW US Capital, LLC
Wilmington, Delaware, USA
BMW International Investment B.V.
The Hague, the Netherlands
BMW Japan Finance Corp.
Chiyoda-ku, Tokyo, Japan
EUR 50,000,000,000
Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed by
Bayerische Motoren Werke Aktiengesellschaft
Munich, Federal Republic of Germany

Arranger
Deutsche Bank

Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Credit Suisse
Crédit Agricole CIB
Deutsche Bank
J.P. Morgan
Morgan Stanley
NatWest Markets
Société Générale
Corporate & Investment
Banking

UniCredit Bank

Principal Paying Agent
Deutsche Bank
In relation to notes issued under this Programme (as defined in "General Description of the Programme
General"), application has been made to the Commission de Surveil ance du Secteur Financier (the "CSSF") of
the Grand-Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority (the "Competent
Authority") under the Luxembourg "Act on Securities Prospectuses" (loi relative aux prospectus pour valeurs
mobilières) (the "Luxembourg Act"), as amended from time to time, for approval of this Prospectus (as defined in
"General Description of the Programme General"). This Prospectus constitutes a base prospectus with regard to
each of the Issuers (as defined below) for purposes of Article 5(4) of Directive 2003/71/EC as amended, including
the amendments made by Directive 2010/73/EU (the "Prospectus Directive").
In order to be able to conduct a public offer in relation to certain issues of Notes, Bayerische Motoren Werke
Aktiengesel schaft ("BMW AG"), BMW Finance N.V. ("BMW Finance"), BMW US Capital, LLC ("BMW US
Capital"), BMW International Investment B.V. ("BMW International Investment"), and BMW Japan Finance Corp.
("BMW Japan") (each an "Issuer", and together, the "Issuers") have applied for a notification of this Prospectus
into the Federal Republic of Germany ("Germany"), the United Kingdom, the Republic of Austria ("Austria"), and
the Netherlands pursuant to Article 19 of the Luxembourg Act and the relevant Issuer will comply with such
requirements, inter alia, as to filings and publications as may be necessary from time to time for an offer of such
Notes in Germany, the United Kingdom, Austria and the Netherlands. The Issuers may apply for further
notifications of this Prospectus as may be necessary for an issue of Notes from time to time.
By approving this Prospectus, the CSSF does not assume any responsibility as to the economic and financial
soundness of any issue of Notes under the Programme and the quality or solvency of any of the Issuers and the
Guarantor.

Prospectus dated 9 May 2017

1

This page has been intentional y left blank

2

Important Notice
The Notes and the Guarantee (each as defined below) have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act) except in accordance with Regulation S
under the Securities Act or pursuant to an exemption from the registration requirements of the
Securities Act.

3

TABLE OF CONTENTS

Page

GENERAL INFORMATION ...................................................................................................
6

Part A:
Summary of the Prospectus and Risk Factors ................................................
8
A.I
Summary of the Prospectus ..................................................................................
8

Section A Introduction and Warnings ....................................................................
8

Section B Bayerische Motoren Werke Aktiengesellschaft ....................................
9

Section B BMW Finance N.V. ...............................................................................
13

Section B BMW US Capital, LLC ..........................................................................
15

Section B BMW International Investment B.V. ......................................................
17

Section B BMW Japan Finance Corp. ..................................................................
19

Section C The Securities .......................................................................................
21

Section D Risks specific to Bayerische Motoren Werke Aktiengesel schaft .........
24

Section D Risks specific to BMW Finance N.V. ....................................................
25

Section D Risks specific to BMW US Capital, LLC ...............................................
25

Section D Risks specific to BMW International Investment B.V. ...........................
26

Section D Risks specific to BMW Japan Finance Corp. ......................................
26

Section D Key risks specific to the securities ........................................................
26

Section E Offer .....................................................................................................
29

German translation of the Summary .....................................................................
30

Abschnitt A Einleitung und Warnhinweise .............................................................
30

Abschnitt B Bayerische Motoren Werke Aktiengesel schaft .................................
31

Abschnitt B BMW Finance N.V. .............................................................................
36

Abschnitt B BMW US Capital, LLC .......................................................................
38

Abschnitt B BMW International Investment B.V. ...................................................
40

Abschnitt B BMW Japan Finance Corp. ................................................................
42

Abschnitt C Zentralen Risiken, die den Wertpapieren eigen sind .........................
51

Abschnitt D Risiken, die Bayerische Motoren Werke Aktiengesel schaft eigen

sind ........................................................................................................................
48

Abschnitt D Risiken, die BMW Finance N.V. eigen sind .......................................
49

Abschnitt D Risiken, die BMW US Capital, LLC eigen sind ..................................
50

Abschnitt D Risiken, die BMW International Investment B.V. eigen sind ..............
50

Abschnitt D Risiken, die BMW Japan Finance Corp. eigen sind ..........................
50

Abschnitt D Risiken, die den Schuldverschreibungen eigen sind .........................
51

Abschnitt E Angebot .............................................................................................
54

A.II:
Risk Factors ..........................................................................................................
56
1.
Risks relating to the Issuing Subsidiaries .............................................................
56
2.
Risks relating to BMW AG and BMW Group .........................................................
63
3.
Risks relating to the Notes ....................................................................................
75

Part B:
Part B: Responsibility Statement and Consent to the Use of the

Prospectus ............................................................................................................................
84

Part C:
Part C: Documents Incorporated by Reference ................................................................
86

4

Part D:
Part D: General Description of the Programme ...............................................
91

Part E:
Part E: Terms and Conditions and Related Documents..................................
98
E.I:
Issue Procedures ..................................................................................................
99
E.II:
Terms and Conditions of the Notes (German language version) ..........................
101
E.III:
Terms and Conditions of the Notes (English language version) ...........................
161
E.IV:
Form of Final Terms / Muster-Endgültige Bedingungen ........................................
213
E.V:
Text of the Guarantee / Text der Garantie .............................................................
239
E.VI:
Text of the Declaration of Undertaking / Text der Verpflichtungserklärung ...........
241

Part F:
Part F: Selling Restrictions ................................................................................
243

Part G:
Part G: Taxation ...................................................................................................
249

Part H:
Part H: Description of BMW Finance N.V., BMW US Capital, LLC, BMW
265
International Investment B.V., BMW Japan Finance Corp. .............................
H.I:
Description of BMW Finance N.V. ........................................................................
266
H.II:
Description of BMW US Capital, LLC ...................................................................
270
H.III:
Description of BMW International Investment B.V. ...............................................
274
H.IV:
Description of BMW Japan Finance Corp. ............................................................
278

Part I:
Part I: Description of Bayerische Motoren Werke Aktiengesellschaft ..........
282

ADDRESS LIST ............................................................................................................................ 312

5

GENERAL INFORMATION
Consent to the Use of the Prospectus
With respect to Article 3 (2) of the Prospectus Directive, the relevant Issuer may consent, to the extent
and under the conditions, if any, indicated in the relevant Final Terms, to the use of the Prospectus for
a certain period of time or as long as the Prospectus is valid in accordance with Article 11 (2) of the
Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour valeurs
mobilières) which implements the Prospectus Directive and accepts responsibility for the content of
the Prospectus also with respect to subsequent resale or final placement of Notes by any financial
intermediary which was given consent to use the prospectus, if any. For further information, please
refer below to the Part D ("General Description of the Programme") of this Prospectus and the relevant
Final Terms.
Requirements
This Prospectus contains as of the date hereof all such information as investors and their professional
advisers would reasonably require, and reasonably expect to find, for the purpose of making an
informed assessment of the assets and liabilities, financial position, profits and losses, and prospects
of the Issuers and the Guarantor and of the rights attached to the relevant Notes.
Responsibility of the Dealers
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, whether expressed or implied, is made, and no responsibility
is accepted, by the Dealers (in their capacity as Dealers) with respect to the accuracy or completeness
of this Prospectus or any further information supplied in connection with the Programme. The Dealers
accept no liability in relation to this Prospectus or its distribution or with regard to other information
supplied by the Issuers or the Guarantor herein, save for mandatory provisions of law.
In addition, in the ordinary course of their business activities, certain Dealers and their affiliates may
make or hold a broad array of investments and actively trade debt and equity securities (or related
derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or Issuer's affiliates. Certain of the Dealers or their affiliates that have a
lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with
their customary risk management policies. Typically, such Dealers and their affiliates would hedge
such exposure by entering into transactions which consist of either the purchase of credit default
swaps or the creation of short positions in securities, including potential y the Notes issued under the
Programme. Any such positions could adversely affect future trading prices of Notes issued under the
Programme. The Dealers and their affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such securities or financial instruments
and may hold, or recommend to clients that they acquire, long and/or short positions in such securities
and instruments.
Exclusiveness
The Issuers and the Guarantor have not authorised the making or provision of any representation or
information regarding the Issuers or the Notes other than as contained or incorporated by reference in
this Prospectus, or any final terms the form of which is described in Part E.IV of this Prospectus (for
each Tranche, the "Final Terms", which document may also include information relating to the relevant
Tranche of Notes other than the relevant Terms and Conditions (as defined below)) or as approved for
such purpose by the Issuers. Any such representation or information should not be relied upon as
having been authorised by any Issuer or Dealer or the Guarantor.
Significance of Delivery
Neither the delivery of this Prospectus and any Final Terms nor the offering, sale or delivery of any
Note shal in any circumstances create any implication that there has been no adverse change in the
financial situation of any Issuer or the Guarantor since the date hereof.
The delivery of this Prospectus or any Final Terms or the offering, sale or delivery of any Note does
not at any time imply that the information contained herein concerning the Issuers and the Guarantor
is correct at any time subsequent to the date thereof or that any other written information delivered in
6

connection therewith is correct as at any time subsequent to the date indicated in the document
containing the same.
Restriction on Distribution
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 this Prospectus
comes are required by the Issuers, the Guarantor and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Notes and on distribution of this Prospectus and other offering material relating to the Notes please
refer to the Selling Restrictions set out in Part F of this Prospectus. In particular, the Notes and the
Guarantee have not been and will not be registered under the Securities Act and may include Notes in
bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes
and the Guarantee may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
Exclusion
This Prospectus on its own does not constitute an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by any Issuer, the Guarantor or any
Dealer that any recipient of this Prospectus should subscribe for or purchase any Notes. Each
recipient shal be taken to have made its own investigation and appraisal of the financial condition and
affairs as wel as of the creditworthiness of any Issuer and of the Guarantor. This Prospectus may not
be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
This Prospectus is not intended to provide the basis of any credit or other evaluation.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable
Final Terms may, to the extent permitted by applicable laws and regulations, 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, stabilisation may not necessarily occur. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the Final 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 or Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or
over-al otment shal be conducted in accordance with all applicable laws and rules by the relevant
stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)).
Any such stabilisation action so taken will be, in all material respects, permitted by or
otherwise in accordance with all relevant requirements applicable to such actions in the
jurisdictions where such actions are effected (including rules and other regulatory
requirements governing any stock exchange where such Notes are listed).
7

Part A of the P

rospectus
Summary of the Prospectus and Risk Factors
Part A.I of the Prospectus
Summary of the Prospectus
SUMMARY OF THE PROSPECTUS

Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7).
This summary (the "Summary") contains al the Elements required to be included in a summary for
this type of Notes and Issuers. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes
and the relevant Issuer, it is possible that no relevant information can be given regarding the Element.
In this case, a short description of the Element is included in the Summary with the mention of "not
applicable".
Element Section A Introduction and warnings
A.1
Warnings
Warning that:

this Summary should be read as an introduction to the
Prospectus;

any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the
investor;

where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member
States, have to bear the costs of translating the
Prospectus, before the legal proceedings are initiated;
and

civil liability attaches only to the Issuers which have
tabled the Summary including any translation thereof, but
only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts of
the Prospectus or it does not provide, when read together
with the other parts of the Prospectus, key information in
order to aid investors when considering whether to invest
in the Notes.
A.2
Consent to the use of Each of [] [and/or each of [] as financial intermediary]
the Prospectus
subsequently reselling or finally placing the Notes in [the Grand
Duchy of Luxembourg] [,][and] [the Republic of Austria] [,][and]
[the Federal Republic of Germany] [,][and] [the United Kingdom
of Great Britain and Northern Ireland] [,][and] [the Netherlands]
[,][and] [insert other jurisdiction into which the Prospectus
has been passported based on a supplement to this
Prospectus] is entitled to use the Prospectus for the
subsequent resale or final placement of the Notes during the
offer period for the subsequent resale or final placement of the
Notes from [] to [], provided however, that the Prospectus is
stil valid in accordance with Article 11 (2) of the Luxembourg act
relating to prospectuses for securities (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 by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November 2010).
The Prospectus may only be delivered to potential investors
together with al supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in
8

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 al
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.

Element
Section B Bayerische Motoren Werke Aktiengesellschaft as [Issuer]
[Guarantor]
[B.19/]
Legal and
Bayerische Motoren Werke Aktiengesellschaft ("BMW AG" and,
B.1
commercial name of
together with its consolidated subsidiaries, "BMW Group" or
the [issuer]
"the Group")
[guarantor]
[B.19/]
Domicile and legal
BMW AG is incorporated under the laws of the Federal
B.2
form of the [issuer]
Republic of Germany as a German stock corporation
[guarantor], the
(Aktiengesel schaft). The company has its corporate seat in
legislation under
Munich, Germany. BMW AG operates under the company law
which the
of Germany.
[issuer][guarantor]
operates and its
country of
incorporation
[B.19/]
Description of any
The global car market is expected to grow in 2017
B.4b
known trends
although a number of factors make uncertainty likely to
affecting the [issuer]
persist with regards to future economic and political
[guarantor] and the
developments. These include the negotiations between
industries in which it
the UK and the EU following the Brexit vote and the future
operates
course of the new US administration.
Regulations and intense competition are also affecting
BMW AG and the industries in which it operates.
[B.19/]
Description of the
BMW AG is a stock corporation incorporated and organised
B.5
group and the
under the laws of Germany and the ultimate parent company of
[issuer][guarantor]'s
BMW Group.
position within the
group
[B.19/]
Profit forecast or
Not applicable. No profit forecast or estimate were made or
B.9
estimate
communicated.
[B.19/]
Description of any
Not applicable. The audit report does not contain any
B.10
nature of any quali-
qualification on the historical financial information.
fications in the audit
report on historical
financial information
9

[B.19/]
Selected

B.12
historical key The following table shows selected consolidated financial information
financial
for BMW AG (prepared in accordance with IFRS):
information
regarding the
[issuer]
1 January to 31
1 January to 31 March
[guarantor]

December
2017
2016
(unaudited (unaudited
2016
2015
in Euro mil ion
and
and unre- (audited) (audited)
unreviewed)
viewed)
Revenues
23,448
20,853
94,163
92,175
Gross profit
4,811
4,480
18,721
18,132
(Loss)/Profit before
2,646
2,457
9,386
9,593
financial result
(Loss)/Profit before tax
3,005
2,368
9,665
9,224
Net (loss)/profit in Euro
2,149
1,641
6,910
6,396
Earnings per share of
3.26
2.48
10.45
9.70
common stock in Euro
Earnings per share of
3.26
2.48
10.47
9.72
preferred stock in Euro

31 December
31 December
Assets
31 March 2017
2016
2015
(unaudited and
in Euro mil ion
(audited)
(audited)
unreviewed)
Non-current
123,069
assets
121,671
110,343
Current assets
68,531
66,864
61,831
Total assets
191,600
188,535
172,174

Equity and
31 December
31 December
31 March 2017
liabilities
2016
2015
(unaudited and
in Euro mil ion
(audited)
(audited)
unreviewed)
Equity
49,581
47,363
42,764
Non-current
provisions and
72,138
73,183
63,819
liabilities
Current
provisions and
69,881
67,989
65,591
liabilities
Total equity and
191,600
188,535
172,174
liabilities

10