Separate financial statements 3 4 Content 7 Group management report and management report of Porsche Automobil Holding SE 8 Fundamental information about the group 10 Report on economic position 10 Significant events and developments in the Porsche SE group 19 Significant events at the Volkswagen group 23 Business development 28 Results of operations, financial position and net assets 34 Porsche Automobil Holding SE (financial statements pursuant to the German Commercial Code) 40 Sustainable value enhancement in the Porsche SE group and in the Volkswagen group 55 Overall statement on the economic situation of Porsche SE and the Porsche SE group 56 Remuneration report 74 Opportunities and risks of future development 94 Publication of the declaration of compliance 95 Subsequent events 96 Forecast report and outlook 5 103 Financials 104 Balance sheet of Porsche Automobil Holding SE 105 Income statement of Porsche Automobil Holding SE 106 Notes 201 Responsibility statement 202 Audit opinion These separate financial statements are available in German and English. In case of doubt the german version is binding. 6 Volkswagen Passat 7 1 Group management report and management report of Porsche Automobil Holding SE 8 Fundamental information about the group Porsche Automobil Holding SE (“Porsche SE” or Porsche SE’s principal criteria for future in- the “company”), as the ultimate parent of the vestments are the connection to the automotive Porsche SE Group, is a European Company value chain, and above-average growth potential (Societas Europaea) and is headquartered at based on macroeconomic trends and industry- Porscheplatz 1 in 70435 Stuttgart, Germany. As of specific trends derived from them. 31 December 2014, the Porsche SE Group had 31 employees (31 December 2013: 35 employees). The automotive value chain comprises the en- tire spectrum of basic technologies geared to sup- The business activities of the Porsche SE porting the development and production process Group essentially consist in holding and managing through to vehicle- and mobility-related services. investments. The management reports for The relevant macro trends include, for example, Porsche SE and for the Porsche SE Group are sustainability and conservation of resources, demo- combined in this report. graphic change, urbanization and the increasingly networked automotive world. The industry-specific trends derived from these include new materials and Expansion of structures for drive concepts, shorter product life cycles and investment management rising customer demands regarding safety and On the basis of the structures in connection with the connectivity. investment in Volkswagen Aktiengesellschaft, Wolfsburg (“Volkswagen AG” or “VW”), which have Taking these criteria into account, Porsche been in place for several years, Porsche SE has SE’s investment focus is on strategic investments in created the conditions in terms of organization and midsize companies in Germany and abroad with substance for the acquisition and management of experienced management. The main goal is to new investments. To this end, clearly defined criteria achieve sustainable value enhancement. New and a systematic process have been created in potential investment opportunities are examined on order to identify and examine future investment an ongoing basis. opportunities. 1 9 Group management report Fundamental information about the group Core management and For the liquidity core management indicator, financial indicator system net liquidity is monitored and managed accordingly. Porsche SE’s main corporate goal is to invest in By definition, net liquidity is calculated as cash and companies that contribute to the mid- and long- cash equivalents, time deposits and securities less term profitability of the Porsche SE Group while financial liabilities. ensuring liquidity. In line with these corporate goals, profit/loss and liquidity are the core management The planning and budgeting process imple- indicators in the Porsche SE Group. mented in the Porsche SE Group is designed to enable management to take its decisions on the On the basis of the current group structure, basis of the development of these indicators. Within the profit from investments accounted for at equity the scope of planning, the costs associated with was used to date at the level of the investments as holding and managing the investments at the level a financial indicator for the contribution to profit of of Porsche SE are budgeted in consultation with all the investments. For the Porsche SE Group as a departments, and integrated multi-year planning of whole, this was based on the profit/loss for the year. the results of operations, financial position and net The profit for the year is significantly influenced by assets of the Porsche SE Group is derived taking the profit/loss from investments accounted for at into account the respective planning of the invest- equity on the basis of the current group structure. In ments held. this respect, there are currently no significant differ- ences in substance in the management and in the In the course of the year, the development of forecasting of these two profit/loss figures. For this the indicators is continuously tracked and made reason, only group profit for the year will be forecast available to the executive board and supervisory as a financial performance indicator in the future. board in the form of regular reports. The reporting includes in particular the monthly reports for the Porsche SE Group and Porsche SE as a single entity as well as monthly risk reports. 10 Report on economic position Significant events and developments Annual general meeting in the Porsche SE Group The annual general meeting of Porsche SE, which was attended by around 4,000 shareholders, took place in Stuttgart on 27 May 2014. The dividend Dilution of share in the capital approved for the fiscal year 2013 amounted to of Volkswagen AG €2.010 per share to holders of preference shares On 13 May 2014, Volkswagen announced that the and €2.004 per share to holders of ordinary shares. voluntary tender offer launched on 17 March 2014 In the prior year, the dividend also had been €2.010 to the shareholders of Scania Aktiebolag (“Scania” per ordinary share and €2.004 per preference share. or “Scania AB”) for the all Scania shares would be The amount distributed for the fiscal year 2013 completed. To partially refinance this offer, on totaled €614,643,750 and therefore remained un- 3 June 2014 Volkswagen AG resolved a capital changed compared to the prior year. The executive increase through the issue of preference shares board and supervisory board were exonerated. from authorized capital in exchange for cash contri- butions in which Porsche SE did not participate (for details of Volkswagen AG’s capital increase, we Porsche SE acquires stake in refer to the subsection “Significant events at the US technology company INRIX Volkswagen Group”). Porsche SE’s share in the On 3 September 2014, the Porsche SE Group capital of Volkswagen AG decreased from 32.2% to acquired a stake of around 10%1 in the US technol- 31.5% as a result. For explanations of the effects of ogy company INRIX Inc., Kirkland, Washington the dilution on the result of operations and net as- (“INRIX”). The total investment came to €41 million. sets of the Porsche SE Group in the fiscal year As part of this acquisition, Porsche SE took a seat 2014, we refer to the section “Results of operations, on the board of directors and associated commit- financial position and net assets”. tees, with corresponding possibilities for influencing the financial and operating policy of INRIX. For Porsche SE, the acquisition is the first step towards creating a portfolio of investments complementing the existing shareholding in Volkswagen AG. 1 This figure anticipates the maximum possible dilution from the stock option plans of INRIX as of the acquisition date. Porsche SE’s actual share in the capital of INRIX came to 12.2% as of the acquisition date. 1 11 Group management report Report on economic position INRIX is a global leader in connected-car Significant developments and current status services and real-time traffic information, areas in relating to litigation risks and legal disputes which continued double-digit growth is expected in For several years, Porsche SE has been involved in the coming years. The company is a pioneer in the various legal proceedings. The essential develop- development of technologies for the collection and ments of these proceedings in the fiscal year 2014 interpretation of traffic data. The INRIX Traffic Intelli- are described in the following: gence platform continuously analyzes real-time data from various sources including a crowd-sourced On 15 August 2014, the U.S. Court of Appeals network of more than 185 million data sources such for the Second Circuit affirmed the dismissal of the as vehicles and mobile devices. The company pro- claims brought by the last eight remaining plaintiffs vides real-time traffic information for several million and remanded the case to the U.S. District Court for kilometers of roads worldwide and is continuously the Southern District of New York to consider adding more roads and countries to its coverage. whether plaintiffs should be permitted to seek leave to amend their complaints. The eight plaintiffs sub- Apart from comprehensive information on sequently informed the District Court that they road traffic conditions, INRIX has smart analysis would not seek leave to file amended complaints, tools for a range of applications such as traffic and on 24 September 2014 the District Court en- forecasting. The company offers services for the tered orders closing the cases. The eight plaintiffs market segments automotive, public sector, mobile had until 13 November 2014 to request discretion- applications, media and other industries. The range ary review of the U.S. Court of Appeals decision by of services includes connected-car services as well the U.S.