The first-generation X3 was designed by BMW in conjunction with Magna Steyr of Graz, Austria—who also manufactured all X3s under contract to BMW. BMW manufactures the second-generation X3 at their Spartanburg plant in South Carolina, United States. The third-generation of the BMW X3 is also manufactured at BMW South Africa's Rosslyn plant, a facility that underwent a major upgrade to prepare for the X3 production, replacing the long-running 3 Series production in the plant. About 76,000 units will be manufactured there annually.