Separate financial statements 1 Group management report Report on economic position 3 4 Content 11 Group management report and management report of Porsche Automobil Holding SE 12 Fundamental information about the group 14 Report on economic position 14 Significant events and developments in the Porsche SE group 17 Significant events at the Volkswagen group 22 Business development 25 Results of operations, financial position and net assets 33 Porsche Automobil Holding SE (financial statements pursuant to the German Commercial Code) 39 Sustainable value enhancement in the Porsche SE group and in the Volkswagen group 51 Overall statement on the economic situation of Porsche SE and the Porsche SE group 52 Remuneration report 68 Opportunities and risks of future development 83 Publication of the declaration of compliance 84 Subsequent events 86 Forecast report and outlook 1 Group management report Report on economic position 5 91 Financials 93 Balance sheet of Porsche Automobil Holding SE 94 Income statement of Porsche Automobil Holding SE 95 Notes 180 Company boards of Porsche Automobil Holding SE and their appointments 186 Responsibility statement 187 Audit opinion 6 1 Group management report Report on economic position 7 1 Group management report and management report of Porsche Automobil Holding SE 8 The Porsche 911 50th Anniversary Edition 1 Group management report Report on economic position 9 10 1 Group management report Report on economic position 11 11 Group management report and management report of Porsche Automobil Holding SE 12 Fundamental information about the group 14 Report on economic position 14 Significant events and developments in the Porsche SE group 17 Significant events at the Volkswagen group 22 Business development 25 Results of operations, financial position and net assets 33 Porsche Automobil Holding SE (financial statements pursuant to the German Commercial Code) 39 Sustainable value enhancement in the Porsche SE group and in the Volkswagen group 51 Overall statement on the economic situation of Porsche SE and the Porsche SE group 52 Remuneration report 68 Opportunities and risks of future development 83 Publication of the declaration of compliance 84 Subsequent events 86 Forecast report and outlook 12 Fundamental information about the group Porsche Automobil Holding SE (“Porsche SE” or the Porsche SE’s principal criteria for future invest- “company”), as the ultimate parent of the Porsche ments are the connection to the automotive value SE group, is a European Company (Societas Euro- chain and above-average growth potential based on paea) and is headquartered at Porscheplatz 1 in macroeconomic trends and industry-specific trends 70435 Stuttgart, Germany. As of 31 December derived from them. 2013, the Porsche SE group had 35 employees (31 December 2012: 29 employees). The automotive value chain comprises the en- tire spectrum of basic technologies geared to sup- Since the contribution of Porsche SE’s holding porting the development and production process business operations to Volkswagen Aktiengesell- through to vehicle- and mobility-related services. schaft, Wolfsburg (“Volkswagen AG” or “VW”), with The relevant macro trends include, for example, effect as of 1 August 2012 (hereinafter also referred sustainability and conservation of resources, demo- to as “contribution of business operations”), the graphic change, urbanization and the increasingly business activities of the Porsche SE group essen- networked automotive world. The industry-specific tially consist in holding and managing the invest- trends derived from these include new materials and ment in Volkswagen AG. The management reports drive concepts, shorter product life cycles and for Porsche SE and for the group are combined in rising customer demands regarding safety and this report. connectivity. Expansion of structures Taking these criteria into account, Porsche SE’s for investment management investment focus is on strategic investments in On the basis of the structures in connection with the midsize companies in Germany and abroad with investment in Volkswagen AG, which have been in experienced management. The main goal is to place for several years, since August 2012 Porsche SE achieve sustainable value enhancement. Various has gradually created the conditions in terms of organi- potential investment opportunities are currently zation and substance for the acquisition and manage- being examined. ment of new investments. To this end, clearly defined criteria and a systematic process have been created in order to identify and examine future investment oppor- tunities. 1 Group management report Fundamental information 13 about the group Core management and the results of operations, financial position and net financial indicator system assets of the Porsche SE group is derived taking Porsche SE’s main corporate goal is to invest in into account the respective planning of the invest- companies that contribute to the mid- and long- ments held. term profitability of the Porsche SE group while ensuring liquidity. In line with these corporate goals, In the course of the year, the development of profit contribution and liquidity are the core man- the indicators is continuously tracked and made agement indicators in the Porsche SE group. available to the executive board and supervisory board in the form of regular reports. The reporting On the basis of the current group structure, the includes in particular the monthly reports for the profit from investments accounted for at equity is Porsche SE group and Porsche SE as a single entity used at the level of the investments as a financial as well as risk reports. indicator for the contribution to profit of the invest- ments. For the Porsche SE group as a whole, this is based on the profit/loss for the year. For the liquidity core management indicator, net liquidity is monitored and managed accordingly. By definition, net liquidity is calculated as cash, cash equivalents and time deposits less financial liabilities. The planning and budgeting process imple- mented in the Porsche SE group is designed to enable management to take its decisions on the basis of the development of these indicators. Within the scope of planning, the costs associated with holding and managing the investments at the level of Porsche SE are budgeted in consultation with all departments, and integrated multi-year planning of 14 Report on economic position The executive board and supervisory board Significant events and developments were exonerated. In addition, the annual general in the Porsche SE group meeting approved the conclusion of a control and profit and loss transfer agreement with Porsche Beteiligung GmbH, Stuttgart. In the election of the Family shareholders buy back members of the supervisory board at the annual ordinary shares from Qatar Holding general meeting, all the shareholder representatives In June 2013, the Porsche and Piëch families were reelected for a further tenure of five years. The bought back the 10% of ordinary shares of Porsche members of the supervisory board representing the SE held by Qatar Holding Germany GmbH, employees had already been elected with effect as Frankfurt am Main. They are therefore again the sole of the end of the annual general meeting on 30 April holders of all the ordinary shares of Porsche SE. 2013. At the constituent supervisory board meeting Qatar had acquired its shareholding of 10% of the of Porsche SE held directly after the annual general ordinary shares of Porsche SE in August 2009. meeting, Dr. Wolfgang Porsche was reelected chairman of the supervisory board. Uwe Hück was reelected as his deputy. Annual general meeting The annual general meeting of Porsche SE, which was attended by over 800 shareholders, took place Significant developments relating to at the Messe Leipzig exhibition center on 30 April litigation risks and legal disputes 2013. The dividend approved for the fiscal year For several years, Porsche SE has been involved in 2012 amounted to €2.010 per share to holders of various legal proceedings. The essential develop- preference shares and €2.004 per share to holders ments of these proceedings in the fiscal year 2013 of ordinary shares. The amount distributed for the are described in the following: fiscal year 2012 therefore totaled €614,643,750. The dividend for the fiscal year 2011 had been In early March 2013, 12 plaintiffs, and in late €231,831,250; this corresponds to a dividend of April 2013 a further 12 plaintiffs of the most recent €0.760 per preference share and €0.754 per ordi- total of 32 plaintiffs in the appellate proceeding nary share. before the U.S. Court of Appeals for the Second Circuit withdrew their appeal by way of entering into 1 Group management report Report on economic position 15 stipulations with Porsche SE. The appellate pro- based on alleged market manipulation and alleged ceedings and the claims relating to the remaining inaccurate information in connection with the acqui- eight plaintiffs remain unaffected. Porsche SE con- sition of the shareholding in Volkswagen AG by tinues to consider the actions to be inadmissible Porsche SE, though it remained unclear to what and the claims to be without merit. extent the alleged damages were comprised of damages already asserted before the U.S. Court. By The two actions for damages pending before decision of 19 June 2013, the Regional Court of the New York State Supreme Court, in which 26 Braunschweig referred the matter to the anti-trust plaintiffs had asserted alleged claims