Porsche 2012 Annual Report Download - page 254

Financials
Notes to the consolidated fi nancial statements
· Porsche SE had pledged a loan receivable due from Porsche Holding Stuttgart GmbH and 70
million of the ordinary shares that it holds in Volkswagen AG as collateral for two loan liabilities
to entities of the Porsche Holding Stuttgart GmbH group (please refer to notes [11] and [19]).
The lien was cancelled upon transfer of the loan liabilities in the course of the contribution, re-
leasing Porsche SE from all liability.
· Volkswagen AG had agreed to hold Porsche SE harmless from certain financial guarantees
issued by Porsche SE to the creditors of entities in the Porsche Holding Stuttgart GmbH group
for the amount of its share in Porsche Holding Stuttgart GmbH’s capital (please refer to note
[21]). Since the contribution of the holding business operations of Porsche SE to Volkswagen
AG effective 1 August 2012 the capital share has amounted to 100% and has since then also
comprised guarantees issued by Porsche SE towards the bond creditors of Porsche Holding
Finance plc, Dublin, Ireland, relating to the interest payment and repayment of bonds with a
total volume of €310 million. Under the contribution of the holding business operations of Por-
sche SE to Volkswagen AG, Volkswagen AG undertook to assume a liability compensation as
is customary in the market for guarantees issued vis-à-vis external creditors while holding
Porsche SE harmless for internal purposes, effective as of 1 August 2012.
It remained unchanged that under certain circumstances, Porsche SE holds Porsche Hold-
ing Stuttgart GmbH, Porsche AG and their legal predecessors harmless from tax burdens that
go beyond the obligations from periods up until and including 31 July 2009 recognized at the
level of these entities. In return, Volkswagen AG has undertaken to transfer any tax advantages
or tax refunds of Porsche Holding Stuttgart GmbH, Porsche AG or their legal predecessors and
subsidiaries for fiscal years up until and including 31 July 2009 to Porsche SE.
The following new agreements were concluded under the contribution agreement:
· Under the contribution agreement, Porsche SE granted Volkswagen AG various guarantees
relating to Porsche Holding Stuttgart GmbH, Porsche AG and its other investments transferred.
These concern amongst other things the proper issue and complete payment of shares and/or
contributions and/or the ownership of the shares in Porsche Holding Stuttgart GmbH and
Porsche AG.
· Under the contribution of its holding business operations, Porsche SE also granted
Volkswagen AG guarantees for other assets and liabilities transferred. Under these guarantees,
Porsche SE assures that these are not pledged and are unencumbered by third-party rights
prior up to the execution date of the contribution.
· Porsche SE's liability for these guarantees is limited to the consideration from Volkswagen AG.
· Porsche SE under certain circumstances holds its transferred subsidiaries, Porsche Holding
Stuttgart GmbH and Porsche AG harmless from certain obligations towards Porsche SE per-
taining to the period up to and including 31 December 2011 and that go beyond the obliga-
tions recognized for these entities for this period.
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