Separate financial statements 3 4 Content 7 8 Group management report and management report of Porsche Automobil Holding SE 8 Signifi cant events 17 Business development 22 Capital market 24 Results of operations, financial position and net assets 30 Porsche Automobil Holding SE (financial statements pursuant to the HGB) 35 Remuneration report 52 Value-enhancing factors 83 Opportunities and risks of future development 115 Subsequent events 116 Forecast report and outlook 5 121 Financials 122 Balance sheet of Porsche Automobil Holding SE 123 Income statement of Porsche Automobil Holding SE 124 Notes 215 Company boards of Porsche Automobil Holding SE 217 Membership in other statutory supervi- sory boards and comparable domestic and foreign control bodies 222 Audit opinion This annual report is available in German and English. In case of doubt the german version is binding. 6 2 The company Group management report Volkswagen XL 1 7 8 1 The company Significant events The cash amount of 4.5 billion euro includes the base purchase price agreed upon in the basic agreement of 2009 and discounted to the fair value Porsche SE and Volkswagen AG create as of the date of the contribution for Porsche SE’s integrated automotive group 50.1 percent share in Porsche’s operating business. Porsche Automobil Holding SE (“Porsche SE” or In addition, the amount includes the fair value of the “company”), Stuttgart, and Volkswagen Aktien- dividend payments from this investment that would gesellschaft, Wolfsburg, (“Volkswagen AG” or “VW”) have been due to Porsche SE until 2014. Economi- achieved their shared goal of creating the integrated cally, this means that Porsche SE was in the same automotive group on 1 August 2012. position, as regards its 50.1 percent share in Por- sche’s operating business, as it would be if The executive board of Porsche SE and the Volkswagen exercised its call option in August board of management of Volkswagen AG, with the 2014, as provided for in the basic agreement of agreement of the competent bodies, approved the 2009. The cash amount additionally includes, half of concept for the complete integration of Porsche’s the additional net synergies made possible by the operating business into the Volkswagen group accelerated creation of the integrated automotive (Volkswagen AG and its subsidiaries) on 4 July group, as well as the fair value of the other Porsche 2012. Implementing this concept, both companies SE assets that were contributed to Volkswagen AG. concluded a contribution agreement on 12 July To safeguard the transaction from a tax point of 2012. Porsche SE contributed its operating hold- view, binding information was obtained from the ing business to Volkswagen AG by way of singular competent tax authorities. succession with effect as of 1 August 2012 as part of a capital increase with a mixed non-cash con- Before the contribution of the holding business tribution. In return, Volkswagen AG issued one operations on 1 August 2012, various restructuring new ordinary Volkswagen AG share, created by measures were performed. From the point of view of partly using an existing authorization, to Porsche the Porsche SE group, these mainly pertained to the SE and made a payment of 4.5 billion euro to merger of Porsche Zwischenholding GmbH, Porsche SE. Stuttgart, into Porsche Zweite Zwischenholding GmbH, Stuttgart, (previously operating under the name Porsche Sechste Vermögensverwaltung GmbH, Stuttgart), which at that time was also held 9 by Porsche SE and Volkswagen AG, and – following Immediately following the contribution of the completion of this merger – a resolution on an ad- holding business operations, the equity investment vance profit distribution from Porsche Zweite in Volkswagen AG as well as income tax assets and Zwischenholding GmbH being passed. Porsche cash and cash equivalents remained in Porsche Zweite Zwischenholding GmbH was renamed Por- SE’s consolidated financial statements as significant sche Holding Stuttgart GmbH, Stuttgart, on 24 assets. Immediately following the execution of the October 2012 (hereinafter Porsche Holding Stuttgart contribution, the liabilities and equity side of the GmbH, unless explicitly indicated). consolidated financial statements essentially con- tained equity, provisions, liabilities to banks, a loan As a result of contributing Porsche SE’s holding liability due to a former subsidiary of Porsche SE, business operations, the main items that were di- which has been a subsidiary of Volkswagen AG rectly or indirectly transferred to Volkswagen AG since the contribution of the business operations, were the investment in Porsche Holding Stuttgart and other liabilities. GmbH (then still operating under the name Porsche Zweite Zwischenholding GmbH) and all of Porsche Due to the decision to contribute the holding SE’s other subsidiaries at the time of the contribu- business operations, accounting for the investment tion, the put and call options for Porsche SE’s in Porsche Holding Stuttgart GmbH at equity in the shares – after the merger and renaming – in Porsche consolidated financial statements of Porsche SE Holding Stuttgart GmbH remaining up to the execu- had to cease in July 2012, with the result that no tion of the contribution, as well as receivables from further profit from investments accounted for at and liabilities to companies belonging to the Por- equity is attributable to Porsche SE from July 2012 sche Holding Stuttgart GmbH group. This includes from this investment. Following execution of the Porsche SE’s proportionate net entitlement based contribution, Porsche SE continues, however, to on the resolution regarding the advance profit dis- hold a share of 32.2 percent of Volkswagen AG’s tribution of Porsche Holding Stuttgart GmbH as well capital and will therefore participate indirectly and in as any future tax credits arising from this. In particu- proportion to its share in capital in the result of lar, the investment in Volkswagen AG was not trans- Porsche’s operating business and benefit from the ferred. The contribution transaction resulted in a realization of the full synergy potential of the inte- one-time positive effect on earnings of 4.75 billion grated automotive group in the future. euro in the consolidated financial statements of Porsche SE. 10 21 The company Group management report In addition, the contribution also has effects on Following execution of the transaction, the collateral concept agreed with the involvement Porsche SE founded a wholly owned subsidiary, of Porsche SE. Following execution of the contribu- Porsche Beteiligung GmbH, Stuttgart, which was tion, the secondary lien of Dr. Ing. h.c. F. Porsche entered in the Stuttgart commercial register on Aktiengesellschaft, Stuttgart, (“Porsche AG”) on 70 18 September 2012. million ordinary shares in Volkswagen AG belonging to Porsche SE and Bankhaus Metzler’s correspond- ing tertiary lien on these ordinary shares were can- Expansion of structures for investment celed. management On the basis of the structures and processes in Since the transaction was executed, Porsche connection with the investment in Volkswagen AG SE has become a financially strong holding com- which have been in place for several years, since pany with attractive potential for increasing value August 2012 Porsche SE has gradually created the added, with clear, sustainable structures and a conditions in terms of organization and substance for solid outlook for the future. Porsche AG and the acquisition and management of new investments. Volkswagen AG will be able to leverage synergies To this end, clearly defined criteria and a systematic in their operating business at an earlier stage and process have been created in order to identify and cooperate more easily following execution of the examine future investment opportunities. transaction. Porsche SE, as the largest sharehold- er in Volkswagen AG, will also greatly benefit from Porsche SE’s principal investment criteria are this. the connection of a future investment to the auto- motive value chain, and above-average growth For further information on the effects of the potential based on macro trends and industry- transaction on the results of operations, net assets specific trends derived from them. and financial position, on the opportunities and risks of the Porsche SE group and on its future The automotive value chain comprises the en- development, please refer to the sections “Results tire spectrum of basic technologies geared to of operations, financial position and net assets”, supporting the development and production pro- “Opportunities and risks of future development” cess through to vehicle- and mobility-related ser- and “Forecast report and outlook” in this vices. The relevant macro trends include, for ex- management report. ample, sustainability and conservation of re- sources, demographic change, urbanization and the increasingly networked automotive world. 11 The industry-specific trends derived from these Mr. Thomas Edig left the executive board of include new materials and drive concepts, shorter Porsche SE effective as of 29 February 2012. He product life cycles and rising customer demands was the member of this Porsche SE board in regarding safety and connectivity. charge of commercial and administrative issues. The supervisory board of Porsche SE approved Taking these criteria into account, Porsche the premature termination of his appointment to SE’s investment focus is on strategic investments the executive board in its meeting on 27 February in midsize companies in Germany and abroad 2012. In June 2011, the Porsche AG supervisory with experienced management. The aim is to board had appointed Mr. Thomas Edig as deputy achieve a long-term increase in value. First poten- chairman, board member for human resources tial investments opportunities have already been and social issues, and labor director of Porsche examined. AG for a further five years, effective as of 1 May 2012. Repayment in full of liabilities to banks The supervisory board appointed Mr. Philipp Porsche SE repaid in full the syndicated loan of a von Hagen to the executive board of Porsche SE, nominal amount of 2.0 billion euro that was utilized effective as of 1 March 2012.