BMW 2015 Annual Report

Apr 28, 2016 | Publisher: edocr | Category: Finance |  | Collection: Finance | Views: 6 | Likes: 2

ANNUAL REPORT 2015 3 BMW GROUP IN FIGURES 6 REPORT OF THE SUPERVISORY BOARD 14 STATEMENT OF THE CHAIRMAN OF THE BOARD OF MANAGEMENT 18 COMBINED MANAGEMENT REPORT 18 General Information on the BMW Group 18 Business Model 20 Management System 23 Report on Economic Position 23 General and Sector-specific Environment 27 Overall Assessment by Management 27 Financial and Non-financial Performance Indicators 29 Review of Operations 49 Results of Operations, Financial Position and Net Assets 59 Comments on Financial Statements of BMW AG 62 Events after the End of the Reporting Period 63 Report on Outlook, Risks and Opportunities 63 Outlook 68 Report on Risks and Opportunities 81 Internal Control System and Risk Management System Relevant for the Financial Reporting Process 83 Disclosures Relevant for Takeovers 87 BMW Stock and Capital Markets in 2015 90 GROUP FINANCIAL STATEMENTS 90 Income Statements for Group and Segments 90 Statement of Comprehensive Income for Group 92 Balance Sheets for Group and Segments 94 Cash Flow Statements for Group and Segments 96 Group Statement of Changes in Equity 98 Notes to the Group Financial Statements 98 Accounting Principles and Policies 113 Notes to the Income Statement 121 Notes to the Statement of Comprehensive Income 122 Notes to the Balance Sheet 147 Other Disclosures 163 Segment Information 168 STATEMENT ON CORPORATE GOVERNANCE (§ 289 a HGB) (Part of the Combined Management Report) 168 Information on the Company’s Governing Constitution 169 Declaration of the Board of Management and of the Supervisory Board pursuant to § 161 AktG 170 Members of the Board of Management 171 Members of the Supervisory Board 174 Composition and Work Procedures of the Board of Management of BMW AG and its Committees 176 Composition and Work Procedures of the Supervisory Board of BMW AG and its Committees 181 Disclosures pursuant to the Act on Equal Gender Participation 182 Information on Corporate Governance Practices Applied beyond Mandatory Requirements 184 Compliance in the BMW Group 188 Compensation Report 196 Responsibility Statement by the Company’s Legal Representatives 197 Auditor’s Report 198 OTHER INFORMATION 198 BMW Group Ten-year Comparison 200 BMW Group Locations 202 Glossary 204 Index 206 Financial Calendar 207 Contacts Co nt en ts 3 BMW Group in figures 2011 2012 2013 2014 2015 Change in % Key non-financial performance indicators BMW Group Workforce at year-end1 100,306 105,876 110,351 116,324 122,244 5.1 Automotive segment Sales volume2 1,668,982 1,845,186 1,963,798 2,117,965 2,247,485 6.1 Fleet emissions in g CO2 / km3 145 143 133 130 127 – 2.3 Motorcycles segment Sales volume4 104,286 106,358 115,215 123,495 136,963 10.9 Further non-financial performance figures Automotive segment Sales volume BMW 2 1,380,384 1,540,085 1,655,138 1,811,719 1,905,234 5.2 MINI 285,060 301,526 305,030 302,183 338,466 12.0 Rolls-Royce 3,538 3,575 3,630 4,063 3,785 – 6.8 Total2 1,668,982 1,845,186 1,963,798 2,117,965 2,247,485 6.1 Production volume BMW 5 1,440,315 1,547,057 1,699,835 1,838,268 1,933,647 5.2 MINI 294,120 311,490 303,177 322,803 342,008 5.9 Rolls-Royce 3,725 3,279 3,354 4,495 3,848 – 14.4 Total5 1,738,160 1,861,826 2,006,366 2,165,566 2,279,503 5.3 Motorcycles segment Production volume6 BMW 110,360 113,811 110,127 133,615 151,004 13.0 Financial Services segment New contracts with retail customers 1,196,610 1,341,296 1,471,385 1,509,113 1,655,961 9.7 1 Figures exclude suspended contracts of employment, employees in the non-work phases of pre-retirement part-time arrangements and low income earners. 2 Including the joint venture BMW Brilliance Automotive Ltd., Shenyang (2011: 94,400 units, 2012: 141,165 units, 2013: 198,542 units, 2014: 275,891 units, 2015: 282,000 units). 3 EU-28. 4 Excluding Husqvarna, sales volume up to 2013: 59,776 units. 5 Including the joint venture BMW Brilliance Automotive Ltd., Shenyang (2011: 98,241 units, 2012: 150,052 units, 2013: 214,920 units, 2014: 287,466 units, 2015: 287,755 units). 6 Excluding Husqvarna, production up to 2013: 59,426 units. 4 BMW Group in figures 2011 2012 2013 2014 2015 Change in % Key financial performance indicators BMW Group Profit before tax € million 7,383 7,803 7,893 8,707 9,224 5.9 Automotive segment Revenues € million 63,229 70,208 70,630 75,173 85,536 13.8 EBIT margin % (change in %pts) 11.8 10.8 9.4 9.6 9.2 – 0.4 RoCE % (change in %pts) 77.3 73.7 63.0 61.7 72.2 10.5 Motorcycles segment RoCE % (change in %pts) 10.2 1.8 16.4 21.8 31.6 9.8 Financial Services segment RoE % (change in %pts) 29.4 21.2 20.0 19.4 20.2 0.8 Further financial performance figures in € million Capital expenditure 3,692 5,240 6,711 6,100 5,890 – 3.4 Depreciation and amortisation 3,646 3,541 3,741 4,170 4,659 11.7 Operating cash flow Automotive segment 8,110 9,167 9,964 9,423 11,836 25.6 Revenues 68,821 76,848 76,059 80,401 92,175 14.6 Automotive 63,229 70,208 70,630 75,173 85,536 13.8 Motorcycles 1,436 1,490 1,504 1,679 1,990 18.5 Financial Services 17,510 19,550 19,874 20,599 23,739 15.2 Other Entities 5 5 6 7 7 – Eliminations – 13,359 – 14,405 – 15,955 – 17,057 – 19,097 – 12.0 Profit before financial result (EBIT) 8,018 8,275 7,978 9,118 9,593 5.2 Automotive 7,477 7,599 6,649 7,244 7,836 8.2 Motorcycles 45 9 79 112 182 62.5 Financial Services 1,763 1,558 1,643 1,756 1,981 12.8 Other Entities – 19 58 44 71 169 – Eliminations – 1,248 – 949 – 437 – 65 – 575 – Profit before tax 7,383 7,803 7,893 8,707 9,224 5.9 Automotive 6,823 7,170 6,561 6,886 7,523 9.3 Motorcycles 41 6 76 107 179 67.3 Financial Services 1,790 1,561 1,619 1,723 1,975 14.6 Other Entities – 168 3 164 154 211 37.0 Eliminations – 1,103 – 937 – 527 – 163 – 664 – Income taxes – 2,476 – 2,692 – 2,564 – 2,890 – 2,828 2.1 Net profit 4,907 5,111 5,329 5,817 6,396 10.0 Earnings per share in € 7.45 / 7.47 7.75 / 7.77 8.08 / 8.10 8.83 / 8.85 9.70 / 9.72 9.9 / 9.8 5 BMW Group in figures Sales volume of automobiles* in thousand units 2,450 2,100 1,750 1,400 1,050 700 350 11 12 13 14 15 1,669.0 1,845.2 1,963.8 2,118.0 2,247.5 * Including the joint venture BMW Brilliance Automotive Ltd., Shenyang (2011: 94,400 units, 2012: 141,165 units, 2013: 198,542 units, 2014: 275,891 units, 2015: 282,000 units). Profit before financial result in € million 9,800 8,400 7,000 5,600 4,200 2,800 1,400 11 12 13 14 15 8,018 8,275 7,978 9,118 9,593 Revenues in € billion 105 90 75 60 45 30 15 11 12 13 14 15 68.8 76.8 76.1 80.4 92.2 Profit before tax in € million 9,800 8,400 7,000 5,600 4,200 2,800 1,400 11 12 13 14 15 7,383 7,803 7,893 8,707 9,224 6 Norbert Reithofer – Chairman of the Supervisory Board 7 REPORT OF THE SUPERVISORY BOARD Dear Shareholders, Despite the volatile conditions prevailing on various markets, the BMW Group finished the financial year 2015 with another outstanding earnings performance, reaffirming its position as market leader in the premium segment. The BMW Group is now headed by Harald Krüger, who became the new Chairman of the Board of Management on 13 May 2015. With this carefully planned generational change at the top of the Board of Management, the Supervisory Board has not only ensured personnel continuity, it has also made an impor tant contribution to shaping the future strategy of the BMW Group. Main emphases of the Supervisory Board’s monitoring and advisory activities The Supervisory Board performed the duties charged to it in accordance with the law and the Articles of Incorporation with the utmost care. Throughout the financial year 2015, the Supervisory Board closely monitored the BMW Group’s business performance and macroeconomic developments on important markets, diligently supervised the governance of the Board of Management and advised it on significant projects and plans. In a total of five meetings, the Supervisory Board deliberated at great length on the current business and financial situation of the Group. Further topics of particular focus and consultation at Supervisory Board meetings were corporate strategy (including a whole range of key topics involving the future shape of business), corporate forecasts and the strategy and management of the Financial Services segment. In addi- tion, decisions were taken regarding personnel changes on the Board of Management and with respect to corporate governance. Furthermore, the Supervisory Board attentively monitored the BMW Group’s business performance, both at scheduled meetings and at other times, as the need arose. In particular, the Board of Management provided regular reports on current sales and workforce figures. The Chairman of the Board of Management kept the Chairman of the Supervisory Board well informed, both promptly and directly, on the progress of important business projects and plans of strategic significance. In addition to scheduled meetings, Dr Friedrich Eichiner, member of the Board of Management responsible for Finance, and Dr Karl-Ludwig Kley, the Chairman of the Supervisory Board’s Audit Committee, consulted with each other directly at other times. In its regular reports on the financial condition of the Group, the Board of Management provided infor- mation on sales volume developments, market competition issues relevant for the Automotive and Motorcycles segments, and changes in the size of the workforce. The Board of Management also dealt with questions re- garding economic developments and the prospects of the world’s key regions. On the Financial Services side of the business, the Board of Management provided regular updates on new business with retail customers and changes in the portfolio of contracts with dealerships and retail customers as well as the total volume of business. In its regular reports on the financial condition of the Group, the Board of Management also reported to the Supervisory Board on any variances from budget. Major transactions and projects were highlighted in the Board of Management’s reports on business developments, and deliberated on in subsequent discussions. For example, the Supervisory Board was kept informed of the status of acquisition projects, such as the joint acquisition of the navigation data provider HERE in conjunction with other partners as well as the purchase of a leasing company in China. Furthermore, the Board of Management reported on the BMW Group’s compliance with emissions limits and confirmed that no distinction is made between “dyno mode” and on-road testing when measuring the exhaust emissions of BMW Group vehicles. Over the course of the year under report, the two boards discussed at length eco- nomic developments and business performance in China. Other subjects of discussion were progress in the field of electric mobility, product quality and customer satisfaction. Furthermore, the Board of Management provided detailed information on both the ongoing status and its plans for expanding capacities at various BMW Group production sites. 8 At the first Supervisory Board meeting of the year, the Board of Management presented the new and updated models scheduled for market launch in the course of 2015. One of the Supervisory Board meetings was held at the Landshut (Germany) site, at which the focus was placed on purchasing strategy and the significance of BMW component-producing plants in terms of pur- chasing and production. The Board of Management also elaborated on the requirements that result from the distribution of sales volume and production sites across the world for the Group’s purchasing team and discussed with the Supervisory Board the measures necessary to establish a capable supplier base in growth markets. During its visit to the plant, the Supervisory Board inspected the foundry as well as the production facilities for electric motors and CFRP components. The main topics discussed at a two-day meeting of the Supervisory Board held during the second half of the year were business and product strategy as well as long-term corporate planning. During the first part of the meeting, the Board of Management reported on the results of the annual Number ONE corporate strategy review. The Board of Management also provided information on the planned further development of the Group’s vehicle portfolio and its intention to continue its collaboration with Toyota. In view of the increasing regulation of toxic emissions on key markets, the two boards discussed the challenges facing the Group in the field of alternative drive technologies going forward and the strategic importance of electric mobility. The Board of Management also reported in depth on topics relating to the changing market environment and potential business opportunities emerging in connection with digitalisation and vehicle connectivity, and provided an overview of its plans and activities in this field. The Supervisory Board also gathered facts and figures on the BMW lightweight construction strategy. As part of a series of vehicle presentations, members of the Supervisory Board took the opportunity to drive selected BMW and MINI models on a test track, including the latest BMW 7 Series. Furthermore, the current state of progress of selected vehicle development projects was presented and explained to the Super visory Board. In the second part of the meeting, the Supervisory Board deliberated at length on the long-term corporate forecast presented by the Board of Management for the years 2016 to 2021. The Board of Management also described various crisis scenarios to the Supervisory Board. The Supervisory Board lauded the management team’s efforts to keep a tight control over fixed costs. After thorough examination and lengthy discussion, the Supervisory Board gave the plans its formal approval. The performance and strategic direction of the Financial Services segment as well as risk management in this area were also reported on. The consequences of stricter regulation of financial services were also discussed. The Supervisory Board deliberated on the annual budget presented by the Board of Management for the financial year 2016, including the main external influencing factors identified. Again in 2015, the Personnel Committee and the full Supervisory Board examined both the structure and the amount of compensation that Board of Management members receive. In addition to reviewing trends in business performance and board compensation on a multi-year basis, consideration was also given to the development of the remuneration of senior management and employees of BMW AG within Germany over the course of time. An external compensation consultant, independent of both the Board of Management and BMW AG, was called upon to provide expert advice and assist the Supervisory Board in the evaluation of DAX compensation studies. After a careful review, the Supervisory Board concluded that the level of compen- sation of board members, including pension entitlements, is appropriate and that the compensation system has proved its worth. The Supervisory Board therefore resolved not to propose any changes to the system of Board of Management compensation in 2015. 9 REPORT OF THE SUPERVISORY BOARD Further information on the compensation of Board of Management members is provided in the Compen- sation Report (see section “Statement on Corporate Governance”). In 2015, the Board of Management and the Supervisory Board again conducted an in-depth review of the corporate governance standards currently in place in the BMW Group as well as the rules set out in the German Corporate Governance Code. In the most recent Declaration of Compliance issued in December 2015, both boards decided that the BMW Group should comply with all of the recommendations issued by the German Government Corporate Governance Code Commission on 12 June 2015, except for the disclosure of Board of Management members’ compensation in prescribed model tables, as the Supervisory Board is of the opinion that these tables do not improve the clarity and comprehensibility of the Compensation Report. The wording of the Declaration of Compliance is contained in the Corporate Governance Report. Both the Personnel Committee and the Supervisory Board again asked the Board of Management to describe the state of progress in implementing the BMW Group’s diversity concept. This programme not only relates to gender diversity, it also promotes both cultural diversity and a balanced mixture of age groups among staff. The Board of Management also reported on the percentage of and development of female execu- tives at various management levels within the Group and the targets determined by the Board of Management for the two executive levels immediately below it. In addition, the Board of Management reported to the Supervisory Board on measures to develop young talent for future strategic fields of expertise. The Supervisory Board also consulted on the consequences of legislation relating to the equal participation of women and men in management positions in Germany for the BMW Group’s two boards. As its target for the proportion of women on the Board of Management by 31 December 2016, the Supervisory Board has stipulated that the Board of Management should continue to have at least one female member. Assuming the Board of Management continues to comprise eight members, this would correspond to a ratio of at least 12.5 %. The fact that the Supervisory Board considers it desirable to increase the proportion of women on the board further supports the Board of Management’s current raft of measures, which is also aimed at increasing the proportion of women at the highest executive management levels of the BMW Group. The legal minimum of 30 per cent of female and male members in the Supervisory Board that came into force on 1 January 2016 is already being complied with, both in terms of the Supervisory Board in its entirety and also for both shareholder and employee representatives. The Supervisory Board decided upon specific appointment objectives for its own composition based on a detailed composition profile, a description of which is provided in the Corporate Governance Report. In line with a new recommendation contained in the German Corporate Governance Code, the appointment objectives have been supplemented to include a maximum length of office on the Supervisory Board. Based on a self-assessment, the Supervisory Board determined that its composition at 31 December 2015 complied with its appointment objectives. In the financial year 2015, the Personnel Committee took the decision to disburse any costs to current and former members of the Board of Management that could arise in connection with a civil action brought by a former supplier in the USA. As a former member of the Board of Management, I did not personally vote on this resolution, which was taken as a precautionary measure. Apart from this matter, there were no indications of possible conflicts of interest on the part of Supervisory Board members in the financial year 2015. Significant transactions with Supervisory Board members and other related parties as defined by IAS 24, including close relatives and intermediate entities, are monitored in the form of quarterly requests for relevant information. The Supervisory Board endeavours to assess and continuously improve the efficiency of its work, including that of its committees. Once a year, the efficiency examination is dealt with as a separate agenda point, at 10 which the members of the Board of Management are not present. Preparations for the examination are facilitated by means of a questionnaire. As a result of the efficiency examination, suggestions for additional topics of report were made during the year under report. Each of the five Supervisory Board meetings in 2015 was attended on average by 95 per cent of its members, a fact that can be corroborated by the analysis of attendance fees for individual members, as disclosed in the Compensation Report. None of the members of the Supervisory Board took part in only half or less than half of the meetings of the Supervisory Board, the Presiding Board or the committees to which the members belong during their terms of office in the period under report. Description of Presiding Board activities and committee work In order to work more efficiently and prepare complex issues and decisions with greater thoroughness, the Supervisory Board has established a Presiding Board and several committees. A description of the duties, composition and working procedures of these committees is provided in the Corporate Governance Report. The relevant chairmen reported at length on the status of Presiding Board and committee work at the subsequent Supervisory Board meeting. In a total of four meetings, the Presiding Board focused mainly on preparing topics for the meetings of the full Supervisory Board, unless these fell under the remit of one of the committees. The treatment of more extensive issues, such as the Long-term Business Forecast and the Annual Strategic Review, was prepared by the Presiding Board on the basis of written and oral reports provided by Board of Management members and senior department heads. The Presiding Board selected further topics of discussion for Supervisory Board meetings and made suggestions to the Board of Management regarding items to be included in its reports to the full Supervisory Board. The Audit Committee held four meetings and three telephone conference calls during 2015. In those telephone conference calls, the Audit Committee deliberated with the Board of Management on each of the BMW Group’s Quarterly Reports, prior to their publication. Representatives of the external auditors were present during the telephone conference call held to present the Interim Financial Report for the six-month period ended 30 June 2015. The report had been subjected to review by the external auditors. The Audit Committee meeting held in spring 2015 was primarily dedicated to preparing the Supervisory Board meeting at which the financial statements were examined. Prior to proposing KPMG AG Wirtschafts- prüfungs gesellschaft for election as Company and Group auditor at the Annual General Meeting 2015, the Audit Committee obtained a Declaration of Independence from the proposed auditor. The Audit Committee also considered the scope and composition of non-audit services, including tax advisory services provided by KPMG entities to the BMW Group. There were no indications of conflicts of interest, grounds for exclusion or lack of independence on the part of the auditor. The fee proposals for the audit of the year-end Company and Group Financial Statements 2015 and the review of the six-month Interim Financial Report were deemed appropriate by the Audit Committee. Sub- sequent to the Annual General Meeting 2015, the Audit Committee therefore appointed KPMG AG for the relevant engagements and specified audit focus areas. The Head of Group Controlling reported to the Audit Committee on the current risk profile and on risk management processes and developments within the BMW Group. The Head of Group Financial Reporting provided a description of various aspects of the internal control system (ICS) underlying financial reporting and explained measures being taken to further improve the system. Testing performed during the year under report did not highlight any material ICS weaknesses that could jeopardise the system’s effectiveness. The Chairman of the BMW Group Compliance Committee reported to the Audit Committee on the current compliance situation, which, as in the previous year, was deemed satisfactory overall. None of the information received relating to potential non-compliance or actual incidences of non-compliance identified in specific cases give any indication of serious or systematic non-compliance with applicable requirements. Moreover, the Audit Committee requested and received information regarding the further expansion of the BMW Group Compliance Organisation. The Head of Group Internal Audit reported to the Audit Committee on significant findings of audits con- ducted by Group Internal Audit on the industrial and financial services sides of the business. In addition, he provided information on the main topics of planned audits in both areas. The Audit Committee has already obtained detailed information regarding audit reforms within the EU, particularly with respect to preparing the selection of the auditor. The Audit Committee and Supervisory Board obtained an auditor’s assurance report regarding compliance with regulatory requirements for off-market transactions made by BMW AG involving derivatives. The effec- tiveness of the system that BMW AG currently employs to ensure compliance with regulatory requirements was confirmed. With an addition to its procedural rules, the Supervisory Board transferred tasks related to examinations of this type to the Audit Committee. The Audit Committee concurred with the decision of the Board of Management to raise the Company’s share capital in accordance with § 4 (5) of the Articles of Incorporation (Authorised Capital 2014) by € 309,860 and to issue a corresponding number of new non-voting bearer shares of preferred stock, each with a par value of € 1, at favourable conditions to employees. The Personnel Committee convened four times during the financial year 2015. One of its tasks is to prepare decisions relating to the composition of the Board of Management. In one case, the Personnel Committee gave its approval for a member of the Board of Management to accept a mandate for membership of the supervisory board of a non-BMW Group entity. The Nomination Committee convened twice in 2015 to deliberate on successor planning for mandates of the shareholders’ representatives and adopt recommendations for proposals for election at the 2015 and 2016 Annual General Meetings, taking the composition objectives stipulated by the Supervisory Board into due account. The statutory Mediation Committee was not required to convene during the financial year 2015. Composition and organisation of the Board of Management After the Annual General Meeting held on 13 May 2015, I resigned from the Board of Management as previously announced and Harald Krüger took over as Chairman of the Board of Management. The Supervisory Board had previously appointed Oliver Zipse as member of the Board of Management for the first time with effect from the end of the Annual General Meeting. Mr Zipse has worked for the BMW Group since 1991, most recently as head of Group Planning and Product Strategy. He took over responsibility for Production from Harald Krüger. In the financial year 2015, the Supervisory Board resolved to extend the mandate of one Board of Management member. Composition of the Supervisory Board, the Presiding Board and Supervisory Board Committees In order to facilitate the generational change at the top of the Board of Management and the Supervisory Board, which he both planned and personally supported, Professor Joachim Milberg resigned from the Supervisory Board immediately after the 2015 Annual General Meeting. As previously announced, he will be playing a leading role in the worldwide social engagement and philanthropic work of BMW AG, in particular as Chair- man of the Board of Trustees of the BMW Foundation Herbert Quandt. Professor Milberg has faithfully served and had a major influence on the BMW Group over a period of many years, beginning in 1993, first as 11 REPORT OF THE SUPERVISORY BOARD 12 member and then as Chairman of the Board of Management from 1999. As from 2002 he served firstly as member and finally, from 2005, as Chairman of the Supervisory Board. The Supervisory Board wishes to take this opportunity to express its great respect for, and appreciation of, Professor Milberg’s achievements. Wolfgang Mayrhuber also resigned from the Supervisory Board at his own request at the end of the 2015 Annual General Meeting. The Supervisory Board wishes to thank Mr Mayrhuber for his more than ten years of valuable, trusted cooperation. Simone Menne was elected to the Supervisory Board as new shareholder representative. Professor Dr Henning Kagermann was re-elected as member of the Supervisory Board at the Annual General Meeting in 2015. After my election to the Supervisory Board by the Annual General Meeting in 2015, the Supervisory Board members elected me as their new Chairman. In this capacity, and in accordance with the relevant terms of reference, I remained Chairman of the Personnel and Nomination Committees. I was also elected member of the Audit Committee. The Corporate Governance Report contains a summary of the composition of the Supervisory Board and its committees. Examination of financial statements and the profit distribution proposal KPMG AG Wirtschaftsprüfungs- gesellschaft conducted a review of the abridged Interim Group Financial Statements and Interim Group Management Report for the six-month period ended 30 June 2015. The results of the review were presented to the Audit Committee by representatives of KPMG AG Wirtschaftsprüfungsgesellschaft. No issues were iden- tified that might indicate that the abridged Interim Group Financial Statements and Interim Group Manage- ment Report had not been prepared, in all material respects, in accordance with the applicable provisions. The Group and Company Financial Statements of Bayerische Motoren Werke Aktiengesellschaft for the year ended 31 December 2015 and the Combined Management Report – as authorised for issue by the Board of Management on 18 February 2016 – were audited by KPMG AG Wirtschaftsprüfungsgesellschaft and given an unqualified audit opinion. The Financial Statements and the Combined Management Report, the long-form audit reports of the external auditors and the Board of Management’s profit distribution proposal were made available to all members of the Supervisory Board in a timely manner. In a first step, the Audit Committee dutifully examined and discussed these documents at a meeting held on 25 February 2016. The Supervisory Board subsequently examined the relevant drafts of the Board of Management at its meeting on 9 March 2016, after hearing the committee chairman’s report on the meeting of the Audit Committee. In both meetings, the Board of Management gave a detailed explanation of the fi- nancial reports it had prepared. Representatives of the external auditors attended both meetings, reported on significant findings and answered any additional questions raised by the members of the Supervisory Board. They also confirmed that the risk management system established by the Board of Management is capable of identifying any events or developments that might impair the going-concern status of the Company and that no material weaknesses in the internal control system and risk management system were found with regard to the financial reporting process. Similarly, they confirmed that they had not identified any facts in the course of their audit work that were inconsistent with the contents of the Declaration of Compliance issued jointly by the two boards. Based on thorough examinations at both Audit Committee and full Supervisory Board level, the Super- visory Board concurred with the results of the external audit. In accordance with the conclusion reached after the examination by the Audit Committee and Supervisory Board, no objections were raised. The Group and Company Financial Statements of Bayerische Motoren Werke Aktiengesellschaft for the financial year 2015 prepared by the Board of Management were approved at the Supervisory Meeting held on 9 March 2016. The separate financial statements have therefore been adopted. The Supervisory Board also examined the proposal of the Board of Management to use the unappropriated profit to pay an increased dividend of € 3.20 per share of common stock and € 3.22 per share of non-voting preferred stock. The Supervisory Board considers the proposal appropriate and therefore concurs with it. Expression of appreciation by the Supervisory Board The financial year 2015 has again been a record year for the BMW Group. The Supervisory Board wishes to thank the members of the Board of Management and the entire staff of the BMW Group worldwide for their outstanding work and concerted performance. Munich, 9 March 2016 On behalf of the Supervisory Board Norbert Reithofer Chairman of the Supervisory Board 13 REPORT OF THE SUPERVISORY BOARD 14 Harald Krüger – Chairman of the Board of Management 15 STATEMENT OF THE CHAIRMAN OF THE BOARD OF MANAGEMENT Dear Shareholders, The 7 March 2016 marked an historic milestone in the history of our company. 100 years of Bayerische Motoren Werke is the achievement of all the company’s associates since its founding in 1916 right up until today. Our experiences and strengths establish the foundation for our future. However, we also know that it is not past accomplishments but profitable growth, strength in innovation and competitiveness that deter- mine the success of a company. This is why we are using the occasion of our centenary as a springboard for “The Next 100 Years”. This makes it clear that the company’s strategy is and remains geared towards the long term. Successful development continued in the financial year 2015 The financial year 2015 was a successful year for the BMW Group. We achieved new all-time highs for performance indicators such as sales, Group revenues, Group profit before tax and net profit. The strength of our premium brands is the backbone of our success Our three premium brands fascinate people all around the world. In 2015, more than 2.2 million customers chose a BMW, MINI or Rolls-Royce, more than in any other year. This was a solid increase of 6.1 per cent over the previous year. For the first time in our corporate history, the BMW brand sold more than 1.9 million vehicles. With almost 137,000 motor- cycles and scooters, BMW Motorrad also achieved a new record in sales. The MINI brand also reported the best year ever, with over 338,400 vehicles sold. Rolls-Royce Motor Cars delivered 3,785 vehicles to customers, making 2015 the second-best year in its 112-year history. We continue to strive for a globally balanced distribution of value creation We continue to pursue a balanced distribution of sales between the world’s three major regions, Europe, Asia and America. In view of the heterogeneous and volatile development of the markets, our distribution strategy allows us to respond more swiftly to fluctuations and to avoid overdependence on any single region. Europe is still our largest sales region. Last year we surpassed the mark of one million vehicles sold there for the very first time. Overall, close to 45 per cent of our cars were delivered to customers in Europe. Asia accounted for approximately 30 per cent of sales, the Americas for 22 per cent. We are strategically expanding our global production network of currently 30 sites in 14 countries. Our second engine plant in Shenyang opened in January 2016. In Mexico, preparations for the construction of our new plant in San Luis Potosí are proceeding according to schedule. On top of that, we are currently expanding the company’s largest production site in Spartanburg, USA in order to be able to meet the high demand for our premium sports activity vehicles. Positive sales development reflected in key financials Our successful development in sales is reflected in our key financials: with over 92 billion euros in sales revenues, the BMW Group posted a significant growth of 14.6 per cent over the previous year. As forecasted, the Group profit before tax achieved solid growth of 5.9 per cent to a new high of 9.2 billion euros. The annual net profit increased by 10 per cent to around 6.4 billion euros. The EBIT margin in the Automotive segment stands at 9.2 per cent and therefore remains within our strategic target range. With over 1.65 million new contracts with customers and a profit before tax of 1.98 billion euros, the Financial Services segment once again made a significant contribution to the Group result. The EBT in the segment grew significantly to 14.6 per cent and stands well above the previous year’s level. The Motorcycle segment is profitable due to its successful growth strategy. Based on an operating result of 182 million euros in 2015, the segment reported an EBIT margin of 9.1 per cent. Therefore, we achieved the goals we set for the 2015 financial year and we managed to do so in an environ- ment characterised by intense competition as well as economic and political volatility. 16 We continue to fascinate our customers with new models and technologies In 2015, we launched a total of 15 new models and model revisions in the market, among them the new BMW 2 Series Gran Tourer, the new BMW X1 and the new MINI Clubman. At Rolls-Royce, the new Drophead Coupe called Dawn celebrated its world premiere at the International Motor Show in Frankfurt. The model is scheduled to be introduced in 2016. Most importantly, the model year 2015 was marked by the launch of the sixth generation of the new BMW 7 Series. With its high-end innovations, our flagship has set new benchmarks in driving dynamics, efficiency as well as driver assistance systems. BMW i attracts new customer groups to the BMW brand With Efficient Dynamics technology and especially with the BMW i models, the BMW Group has irreversibly charted the course towards sustainable mobility. At the end of 2015, average emissions for our new car fleet stood at 127 grams of CO2 per kilometre. Last year, we sold close to 30,000 BMW i vehicles – up around 66 per cent year-on-year. The fully electric BMW i3 is already available in 50 countries; it is also the only vehicle with a certified carbon balance for the supply chain, production, use and recycling. It has attracted new customers to the BMW brand – 80 per cent of i3 buyers have never driven a BMW before. We have repeatedly stressed that electromobility is not a sprint but a mara- thon. In order to enable access to e-mobility to many people, the BMW i3 has been included in our DriveNow car-sharing fleet. Furthermore, the BMW Group and its partners support the establishment of a comprehensive charging infrastructure in Europe, China and the USA. Consistent technology transfer from BMW i to the BMW core brand The technologies developed for BMW i are now also being incorporated in the models of our BMW core brand. This includes battery cells, the elec- tronic control unit and electric drives from the i3 and i8 as well as our expertise in lightweight construction. A good example of this technology transfer is the Carbon Core of the new BMW 7 Series, a mixed-material design for the car body structure made of carbon fibre reinforced plastics (CFRP), aluminum and steel. This Carbon Core received the EuroCarBody Award 2015, the world’s most prestigious recognition for innova- tions in car body construction. A broad range of innovative, efficient drivetrains plays a crucial role in adhering to the increasingly strin- gent requirements for the reduction of emissions. BMW’s first plug-in hybrid series model has already been released: the X5 xDrive40e. As of July 2016, all BMW plug-in hybrid models will be offered under the label of “iPerformance” – from the BMW 2 Series Active Tourer to the BMW 7 Series. Furthermore, our iPerformance customers will benefit from a 360° Electric offer, including a wall-mounted charging box and more. Realignment of the company with Strategy NUMBER ONE > NEXT Our Strategy Number ONE has been the guideline for our actions since autumn 2007. Since the global economic and financial crisis, the company has developed successfully. At the same time, our environment has changed at a rapid pace. Digitalisation, in particular, has brought about new technological opportunities for the automobile industry, ranging from automated driving to connectivity in production. Long-term growth targets up to 2020 In the light of these developments, we have revised and updated our strategy for the future. We are operating from a solid basis: the BMW Group successfully combines financial strength, innovation and profitability with further growth, and we intend to pursue this path further with Strategy NUMBER ONE > NEXT. Our business model will continue to focus on individual mobility in the premium segment – combined with attractive mobility services. The customer is at the heart of everything we do. We are setting out long- term targets that will guide us up to 2020 and are gradually implementing the related action plan. Highly automated driving is becoming a part of the intelligent car of the future With BMW ConnectedDrive, the BMW Group has been in a leading position when it comes to driver assistance systems for the past two decades. These systems improve safety and comfort for our customers. At the 2015 Consumer Electronics Show (CES) in Las Vegas we presented our self-driving BMW i3, which is able to avoid obstacles and park itself. At the CES 2016, we showcased the BMW i8 Vision Future Interaction, 17 STATEMENT OF THE CHAIRMAN OF THE BOARD OF MANAGEMENT which can be integrated into our customers’ digital lifestyle via a cloud-based set-up and various mobile end devices. The vehicle provides the personalised digital assistant BMW Connected that makes it possible, among other things, to control smart-home functions. The BMW Group is the first car company to offer such a com- prehensive digital service package. Connectivity is one of the major trends in our industry. Vehicles, their drivers and their environment will be even more closely connected in the future. The next logical step is highly and then fully automated driving. Once again, we see ourselves here as both a driver and an innovator. The new BMW 7 Series is the first series vehicle that offers fully automated parking. Many things are technologically feasible today. However, beyond the technical dimension we also require fundamental legal and transport-related policy decisions that will clearly define the rights and obligations of an extended mobile value chain. The BMW Group takes a clear position: we want to assist drivers in certain situations. We also want to improve people’s safety. And by protecting their data, we protect their privacy as well. Strategic acquisition of the map service HERE Highly and fully automated driving is based on high-accuracy maps. Together with partners, we acquired the map service HERE in 2015 to safeguard our access to cloud- based real-time maps and location-based services. We want HERE to become an independent platform for the automotive industry and remain accessible beyond that. The combination of high-accuracy maps and data from the vehicle’s environment makes driving safer and more comfortable for everyone. Already today, HERE provides maps and location-based data for almost 200 countries in over 50 languages. Our highly motivated associates are our number one success factor Individual mobility satisfies a fundamen- tal human need and will remain a strong trend. To ensure our further growth, we need capable and motivated people as well as new ideas and skills. In 2015, the BMW Group recruited more than 5,900 new associates. At the end of last year, 4,700 young people were in vocational training with the BMW Group, more than ever before. On behalf of the Board of Management, I would like to thank all of our 122,244 associates for their accomplishments in the business year 2015. I would also like to thank our business partners and our suppliers as well as the entire dealership organisation. We can only deliver on our premium claim thanks to the close and trustful cooperation with our partners and dealers. We are looking ahead – to the next 100 years of the BMW Group At the BMW Group, we regard every day as a new opportunity to challenge ourselves and to excel. At our official centenary ceremony on 7 March 2016, we deliberately chose to look forward to the future: how will people move about 30 years from now? Obviously, no one can predict precisely how our mobility behavior is going to develop. However, those who do not try to imagine the future will simply not have one. We are presenting our ideas for mobility of the future with our vision vehicle, the BMW VISION NEXT 100. Dear Shareholders Due to its financial strength and the long-term focus of its Strategy NUMBER ONE > NEXT, the BMW Group will continue to be an attractive investment. We want our shareholders to continue to par- ticipate in our success. For the financial year 2015, the Board of Management and the Supervisory Board will propose to the Annual General Meeting to make our anniversary year 2016 the first time in the company’s history to pay dividends totalling over two billion euros. I would like to thank all our shareholders for their vote of confidence and hope that you will continue to accompany us on our journey into the future. Harald Krüger Chairman of the Board of Management 18 18 COMBINED MANAGEMENT REPORT 18 General Information on the BMW Group 18 Business Model 20 Management System 23 Report on Economic Position 23 General and Sector-specific Environment 27 Overall Assessment by Management 27 Financial and Non-financial Performance Indicators 29 Review of Operations 49 Results of Operations, Financial Position and Net Assets 59 Comments on Financial Statements of BMW AG 62 Events after the End of the Reporting Period 63 Report on Outlook, Risks and Opportunities 63 Outlook 68 Report on Risks and Opportunities 81 Internal Control System and Risk Management System Relevant for the Financial Reporting Process 83 Disclosures Relevant for Takeovers and Explanatory Comments 87 BMW Stock and Capital Markets This Combined Management Report incorporates the management reports of Bayerische Motoren Werke Aktiengesellschaft (BMW AG) and the BMW Group. General information on the BMW Group General information on the BMW Group is provided be- low. There have been no significant changes compared to the previous year. Business model Bayerische Motoren Werke Aktiengesellschaft (BMW AG), based in Munich, Germany, is the parent company of the BMW Group. The primary business objective of the BMW Group is the development, manufacture and sale of engines as well as all vehicles equipped with those engines. The BMW Group is subdivided into the Auto- motive, Motorcycles, Financial Services and Other Enti- ties segments (the latter primarily comprising holding companies and Group financing companies). Bayerische Motoren Werke G. m. b. H. came into being in 1917. Having been originally founded in 1916 as Bayerische Flugzeugwerke AG (BFW), it finally became Bayerische Motoren Werke Aktiengesellschaft (BMW AG) in 1918. The BMW Group comprises BMW AG itself and all subsidiaries over which BMW AG has either direct or indirect control. BMW AG is also responsible for managing the BMW Group as a whole. General condi- tions on the world’s automobile and motorcycle markets (such as the competitive situation, government policies, statutory regulations), underlying trends within society as well as changes in raw materials prices, exchange rates and interest rates are some of the major external factors that exert influence on business performance. The BMW Group is one of the most successful makers of cars and motorcycles worldwide and among the largest industrial companies in Germany. With BMW, MINI and Rolls-Royce, the BMW Group owns three of the strongest premium brands in the automotive industry. The vehicles manufactured by the BMW Group set ex- ceptionally high standards in terms of aesthetics, dynam- ics, technology and quality and are the culmination of concerted expertise in engineering and innovation. In addition to its strong position in the motorcycles market, the BMW Group also offers its customers a successful range of financial services. In recent years, it has also established itself as a leading provider of premium ser- vices for individual mobility. At the end of the reporting period, the BMW Group employed a workforce of 122,244 people worldwide. Long-term thinking and responsible action have long been the cornerstones of the BMW Group’s success. Striving for ecological and social sustainability along the entire value-added chain, taking full responsibility for products and giving an unequivocal commitment to pre- serving resources are prime objectives firmly embedded in the BMW Group’s corporate strategy. As a result of these endeavours, the BMW Group has ranked among the most sustainable companies i

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