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Porsche Automobil Holding SE
Fiscal year
2009/10

Table of contents

  • Page 1
    Porsche Automobil Holding SE Fiscal year 2009/10

  • Page 2
    2

  • Page 3
    ... of operations and the profit/loss accounted for at equity of Porsche Zwischenholding GmbH and Volkswagen AG attributable to the Porsche SE group. Porsche SE records investment income in the form of dividends in its separate financial statements prepared in accordance with the German Commercial...

  • Page 4
    ...supervisory board Corporate governance report Remuneration report (Part of the management report) 40 40 47 51 54 59 63 85 112 113 116 Group management report and management report of Porsche Automobil Holding SE Significant events Business development Capital market Net assets, financial position...

  • Page 5
    ... to the consolidated financial statements Responsibility statement Auditors' report of the group auditor Membership in other statutory supervisory boards and comparable domestic and foreign control bodies Balance sheet of Porsche Automobil Holding SE Income statement of Porsche Automobil Holding SE

  • Page 6
    6

  • Page 7
    7 To our shareholders

  • Page 8
    ...capital increase intended for the first half of 2011. The planned issue volume is five billion euro, which is to be raised through the issue of an equal number of ordinary and preference shares. As part of the overarching concept of the basic agreement, the ordinary shareholders from the Porsche and...

  • Page 9
    9 Z\JO HZ KL]LSVWTLU[ JLU[LYZ HUK [LZ[PUN MHJPSP[PLZ PU [OL M\[\Y L 4VYLV]LY [OLYL HYL VWWVY[\UP[PLZ MVY WYVTPZPUN JVVWLYH[PVU PU [OL HYLHZ VM MPUHUJPHS ZLY]PJLZ HUK ZHSLZ ;OL ZWLLK HUK [HYNL[LK HWWYVHJO VM 7VYZJOL HUK =VSRZ^HNLUqZ PU[LNYH[PVU HYL HSZV L]PKLU[ MYVT [OL RL` PUKP]PK\HSZ PU]VS]LK! ...

  • Page 10
    ...Investment management Hans-Peter Porsche Engineer Prof. Dr. Ulrich Lehner Member of the shareholders' committee of Henkel AG & Co. KGaA * Employee representatives As of 31 July 2010 Werner Weresch* Member of the Porsche Automobil Holding SE works council Member of the Dr. Ing. h.c. F. Porsche AG...

  • Page 11
    ... 2009) Diplom-Wirtschaftsingenieur Chief Finance Officer of Porsche Automobil Holding SE Member of the board of management of Volkswagen AG Finance and Controlling Michael Macht (until 30 September 2010) Diplom-Ingenieur General technical product issues Chairman of the executive board of Dr. Ing...

  • Page 12
    12 Report of the supervisory board Ladies and gentlemen, For Porsche Automobil Holding SE, the agreed creation of an integrated automotive group with Volkswagen AG dominated fiscal year 2009/10. The supervisory board approved the conclusion of a basic agreement which sets forth the steps necessary...

  • Page 13
    ...of December 2009, the executive board informed the supervisory board in detail about the status of negotiations with both Volkswagen AG and the syndicate banks. The supervisory board paid special attention to the financial position, results of operations and liquidity of Porsche Automobil Holding SE...

  • Page 14
    .... The supervisory board focused on the effects of the transaction on the financial position, results of operations and liquidity of Porsche Automobil Holding SE. Regarding the agreed indirect investment of Volkswagen AG in Dr. Ing. h.c. F. Porsche Aktiengesellschaft, the enterprise value was tested...

  • Page 15
    ...also obtained information on the main cornerstones of the new loan agreement. Moreover, the supervisory board examined the separate and consolidated financial statements of Porsche Automobil Holding SE as of 31 October 2009 and the current business and financial situation. At its ordinary meeting on...

  • Page 16
    ... of the capital increase of Porsche Automobil Holding SE planned for the first half of the 2011 fiscal year. Mr. Michael Macht retired from his office as executive board member of Porsche Automobil Holding SE effective 30 September 2010 since he joined the board of management of Volkswagen AG at the...

  • Page 17
    ... group structure on the financial reporting and the resulting balance sheet and profit/loss effects. Finally, it addressed the internal control system of Porsche Automobil Holding SE and the status of the remaining cash-settled options relating to Volkswagen ordinary shares. In the next two meetings...

  • Page 18
    .... 161 German Stock Corporation Act (AktG) and made it permanently accessible to shareholders on the website www.porsche-se.com. The declaration of compliance is published in full in the corporate governance report as part of the 2009/10 annual report. The supervisory board reviews the efficiency of...

  • Page 19
    .... The key audit areas of the financial statements specified by the supervisory board in consultation with the audit committee were: the changes in the consolidated group; the accounting effects of the increase in Volkswagen AG's preference capital at the level of Porsche Automobil Holding SE; the...

  • Page 20
    ... net assets, financial position and results of operations of Porsche Automobil Holding SE and were available to the supervisory board to provide any additional information. The audit committee decided to recommend to the supervisory board to approve the separate and consolidated financial statements...

  • Page 21
    ... group, the effects of the increase in preference capital by Volkswagen AG on the accounting at the level of Porsche Automobil Holding SE, the sale of a significant portion of the cash-settled options relating to VW shares to Qatar Holding LLC, the risk management of Porsche Automobil Holding SE...

  • Page 22
    ... from office effective the end of the annual general meeting on 29 January 2010. Prof. Dr. Martin Winterkorn, chairman of the board of management of Volkswagen AG, and Mr. Hans Dieter Pötsch, CFO of Volkswagen AG, joined Porsche Automobil Holding SE's executive board as of 25 November 2009, while...

  • Page 23
    ... a member of Porsche Automobil Holding SE's executive board until 30 September 2010 and also held the position of CEO at Dr. Ing. h.c. F. Porsche Aktiengesellschaft until that date. From 1 October 2010 onwards Mr. Macht is now member of Volkswagen AG's board of management (Group Production). Thank...

  • Page 24
    ... issues relating to Volkswagen AG. In accordance with the provisions of the German Corporate Governance Code, the executive board ensures compliance with legal provisions and internal policies, and works toward ensuring they are taken into account. The Chief Compliance Officer of Porsche SE reports...

  • Page 25
    ... of supervisory board members. Rights of the shareholders Porsche SE's share capital is equally divided into ordinary shares and preference shares without voting rights. The shareholders exercise their rights in the annual general meeting. When passing resolutions, each ordinary share of Porsche SE...

  • Page 26
    ... Automobil Holding SE. Directors' dealings Pursuant to Sec. 15a German Securities Trading Act (WpHG), members of the executive board and supervisory board as well as certain persons in management position and persons closely related to them must disclose the purchase and sale of Porsche shares...

  • Page 27
    ...) Porsche Automobil Holding SE publishes announcements of the voting rights of our shareholders in accordance with the German Securities Trading Act as required by this law. Announcements concerning the purchase and sale of Porsche preference shares by members of the executive board and supervisory...

  • Page 28
    ...dated 23 November 2009, the executive board and supervisory board of AUDI AG declared that, until the publication of the new version on 5 August 2009, the recommendations of the code as amended in 6 June 2008 were complied with, with the exception of No. 4.2.3 (4) and (5) (severance payment cap), No...

  • Page 29
    ... Automobil Holding SE, Stuttgart, (Porsche SE or the company) and explains the basic structure, composition and the individualized amount of income. In addition, the report includes disclosures on other benefits promised to members of the executive board in the event of termination of their office...

  • Page 30
    ... the close of a fiscal year (short-term Remuneration principles at Volkswagen AG The remuneration of the executive board members Professor Dr. Martin Winterkorn and Hans Dieter Pötsch for their service to the Porsche SE group as presented in the remuneration report also contains the remuneration...

  • Page 31
    ... around 60 percent. In addition, the members of Porsche AG's executive board receive other benefits in kind, such as the use of company cars and provision of insurance cover, for which Porsche AG bears the taxes incurred. The deductible provided by Sec. 93 (2) German Stock Corporation Act (AktG) has...

  • Page 32
    ...above take into account the deconsolidation of the Porsche Zwischenholding GmbH group and of the Volkswagen group as required for the purpose of group reporting in accordance with IFRSs. In addition to the remuneration for service on Porsche SE's executive board, the figures for the Porsche SE group...

  • Page 33
    ... recorded as of the prior-year reporting date were disposed of in the course of deconsolidation of Porsche Zwischenholding GmbH from the Porsche SE group. Until the date of deconsolidation of the Porsche Zwischenholding GmbH group and the Volkswagen group, benefit payments came to 1.0 million euro...

  • Page 34
    ...table above take into account the deconsolidation of the Porsche Zwischenholding GmbH group and of the Volkswagen group as required for the purpose of group reporting in accordance with IFRSs. In addition to remuneration for service on Porsche SE's supervisory board, the figures include remuneration...

  • Page 35
    ... GmbH group for the fiscal year 2009/10 and for Prof. Dr. Martin Winterkorn and Hans Dieter Pötsch additionally remuneration for their service on executive boards in the Volkswagen group for the period from 25 November 2009 to 31 July 2010 and for their work on the supervisory board of Porsche AG...

  • Page 36
    ... not take into account the deconsolidation of the Porsche Zwischenholding GmbH group and of the Volkswagen group as required for the purpose of group reporting in accordance with IFRSs. In addition to the remuneration for service on Porsche SE's executive board, the figures for the Porsche SE group...

  • Page 37
    ... do not take into account the deconsolidation of the Porsche Zwischenholding GmbH group and of the Volkswagen group as required for the purpose of group reporting in accordance with IFRSs. In addition to remuneration for service on Porsche SE's supervisory board, the figures include remuneration...

  • Page 38
    38

  • Page 39
    39 The company

  • Page 40
    ... events Porsche SE acts as a holding company Since early December 2009, Porsche Automobil Holding SE ("Porsche SE") has essentially been functioning as a holding company for its investments in Volkswagen Aktiengesellschaft, Wolfsburg, ("Volkswagen AG") and Porsche Zwischenholding GmbH, Stuttgart...

  • Page 41
    ... it holds the majority of voting rights of 50.1 percent. Consequently, the Porsche Zwischenholding GmbH group was deconsolidated on 7 December 2009 and has been accounted for at equity as a joint venture of Porsche SE and Volkswagen AG since that date. sche SE. The Porsche and Piëch families have...

  • Page 42
    ... issues and labor director at Porsche AG. Michael Macht was a member of Porsche SE's executive board until 30 September 2010 and also held the position of CEO at Porsche AG until that date. From 1 October 2010 onwards Mr. Macht is now member of Volkswagen AG's board of management (Group Production...

  • Page 43
    ... shareholding in Porsche Zwischenholding GmbH by means of a capital increase. Please refer in this regard to our comments in the section "Porsche SE acts as a holding company". Successful capital increase at Volkswagen AG By issuing approximately 65 million new preference shares, Volkswagen AG...

  • Page 44
    ... AG's 50th annual general meeting and the 9th special meeting of preference shareholders were held at the Congress Center Hamburg on 22 April 2010. With 91.1 percent of ordinary share capital present, the ordinary shareholders of Volkswagen AG formally approved the actions of the board of management...

  • Page 45
    ... of the supervisory board of Volkswagen AG by the court on 4 November 2009 as the successor to Dr. Philipp Rösler. The annual general meeting also resolved to pay a dividend of 1.60 euro per ordinary share and 1.66 euro per preference share for fiscal year 2009. 28.6 percent of the preference share...

  • Page 46
    ... in July 2010, the Puebla plant is now one of the group's largest production facilities with an annual capacity of 525,000 vehicles. The group has additional plans to invest up to 1 billion US dollars in Mexico in the next three years. David McAllister, Minister-President of the Federal State of...

  • Page 47
    .... The following statements on sales, production, financial services and employees only take into consideration operating developments at the Porsche Zwischenholding GmbH group, comprising Porsche AG and its subsidiaries, and at the Volkswagen group, and do not take into account the Porsche SE group.

  • Page 48
    ...-year period. With the Panamera, Porsche offers a sporty product in the four-door, four-seater sedan segment which is seeing particularly high demand among Chinese customers. However, Porsche also recorded growth in unit sales in Europe over the period from 1 August 2009 to 31 July 2010, totaling...

  • Page 49
    ... and environmental projects. Production expanded In the reporting period, 89,123 vehicles were produced in the Porsche Zwischenholding GmbH group, an increase of 16.1 percent in comparison to the prior-year period. Over the period from 1 August 2009 to 31 July 2010, 32,215 units of the Cayenne left...

  • Page 50
    ... accounts as of 30 June 2010. As of the same date, the LeasePlan joint venture managed around 1.3 million vehicles. New jobs As of 31 July 2010, the Porsche SE group had 37 employees (as of 31 July 2009, prior to deconsolidation of the Porsche Zwischenholding GmbH group and the Volkswagen group...

  • Page 51
    ... provides the capital markets and Porsche SE's shareholders in particular with sufficient information. The company now discloses the total remuneration of each member of the executive board on an individual basis. Accordingly, the resolutions of the annual general meeting on exemption from...

  • Page 52
    ...2010 at the Porsche Arena in Stuttgart. The annual general meeting approved a dividend for the fiscal year 2008/09 of 0.044 euro per ordinary share and 0.050 euro per preference share. The total net profit available for distribution in the fiscal year 2008/09 was thus distributed to the shareholders...

  • Page 53
    ...ordinary shares had been held indirectly exclusively by members of the Porsche and Piëch families. At the beginning of the reporting year, in August 2009, Qatar Holding LLC acquired an indirect shareholding of ten percent of the ordinary shares in Porsche SE. More than half of the preference shares...

  • Page 54
    ... consolidated financial statements of Porsche SE are now once again recorded in the consolidated balance sheet. The remaining non-current assets of the Porsche SE group totaling 27,026 million euro (31 July 2009: 125,606 million euro) essentially pertain to the shares in Porsche Zwischenholding GmbH...

  • Page 55
    ...interests due to the deconsolidation of the Volkswagen group and the Porsche Zwischenholding GmbH group. The equity ratio (taking hybrid capital into account) increased from 22.7 percent in the prior year to 54.0 as of 31 July 2010 as total assets had fallen considerably. Provisions have fallen from...

  • Page 56
    ...assets including the shares of other comprehensive income attributable to the Volkswagen group and the Porsche Zwischenholding GmbH group and the non-controlling interests. The stock market price of the shareholding in Volkswagen AG on the date of deconsolidation was used to determine the fair value...

  • Page 57
    ... the cash-settled options for Volkswagen AG shares to Qatar Holding LLC at the beginning of the current fiscal year. After deconsolidation of the two groups, personnel expenses came to 17 million euro in the Porsche SE group (2008/09: 74 million euro). The profit/loss from investments accounted for...

  • Page 58
    ... with the prior-year period. After restructuring, the Porsche SE group's results of operations are impacted most by the recoverability and earnings contributions of the investments accounted for at equity in Porsche Zwischenholding GmbH and Volkswagen AG as well as the finance costs associated with...

  • Page 59
    59 Porsche Automobil Holding SE (separate financial statements pursuant to German Commercial Code) Restructuring and associated effects on the separate financial statements In the course of restructuring, Porsche Zwischenholding GmbH, which holds 100 percent of the shares in (the new) Porsche AG, ...

  • Page 60
    60 Group management report Income statement of Porsche Automobil Holding SE â,¬ million Revenue Other operating income Personnel expenses Other operating expenses Income from investments Interest result Income from ordinary activities Taxes Profit/loss after tax Withdrawals from retained earnings ...

  • Page 61
    ...341 million euro due from Porsche AG withdrawn as part of the withdrawal in kind at Porsche Zwischenholding GmbH. Other receivables and assets fell mainly due to the sale of cash-settled stock options of 770 million euro to Qatar Holding LLC at the beginning of the fiscal year 2009/10 and due to tax...

  • Page 62
    ... The statutory financial statements of Porsche SE as of 31 July 2010 report a distributable profit of 4,495,723,624.26 euro. The executive board will propose the distribution of a dividend of 0.094 euro per ordinary share (prior year: 0.044 euro) and 0.10 euro per preference share (prior year: 0.050...

  • Page 63
    ...non-financial performance indicators of the Porsche Zwischenholding GmbH group and the Volkswagen group. Even after deconsolidation of the two groups, these value drivers help raise the value of these significant investments held by Porsche SE in the long term. These include newly developed products...

  • Page 64
    ...- an extremely high value for suction engines by world standards. In addition, the new 911 GT2 RS was launched in September 2010. With 620 hp, it is the most powerful series-production sports car in Porsche's history. But at 11.9 liters per 100 kilometers, its fuel consumption is around five percent...

  • Page 65
    .... The world premiere of the new Sharan was the highlight for the Volkswagen passenger cars brand. This totally revamped model was improved in all areas and is now equipped with rear sliding doors for the first time. Its extremely variable seating concept, high-end quality, uncompromising safety...

  • Page 66
    ... report and appeals to entirely new customer groups for the brand. The smallest member of the Audi family features a distinct design with striking LED headlights and a sporty, flowing roof arch, individuality and the highest possible quality. The debut of the new Audi RS 5*, a powerful, efficient...

  • Page 67
    ... steel structure. Its technical highlights include full-LED headlights. Joining forces through strategic alliances In the fields of vehicle development and production, Volkswagen continues its cooperation with Porsche AG, Daimler AG and the Chrysler group in 2009. In fiscal year 2009, Scania...

  • Page 68
    68 Group management report In 2009, Volkswagen stepped up its cooperation with several experienced battery manufacturers and the Institute of Physical Chemistry at the University of Münster to promote the development of battery systems for hybrid drives and electric vehicles. Porsche Intelligent...

  • Page 69
    ...capitalized development costs in the Volkswagen group amounted to 2,121 million euro. The capitalization rate was 30.6 percent. Industrial property rights and licenses Through intensive support for development projects, Porsche Zwischenholding GmbH again succeeded in increasing the volume of patent...

  • Page 70
    70 Group management report Consumption and emissions Output kW (hp) Model Audi RS 5 Coupé Bentley Continental Supersports Convertible Škoda Fabia RS VW Polo BlueMotion VW Touareg Hybrid Audi A8 L W12 quattro VW Polo GTI VW Touran 1.6 TDI Blue Motion Technology Porsche 911 Turbo Porsche 911 Turbo...

  • Page 71
    ... supplier base. The cost of materials at the Porsche Zwischenholding GmbH group came to 4,492 million euro in fiscal 2009/10, up from 3,795 million euro in the prior year. In the area of production materials, this increase was mainly due to increased production volume and a change in the model mix...

  • Page 72
    ... parts in the Volkswagen group In 2009, supplies of procured components in the Volkswagen group were affected in no small measure by the difficult economic climate worldwide and the government support measures taken to stabilize the global economy. In many countries, unit sales in the luxury vehicle...

  • Page 73
    ...Production Porsche Zwischenholding GmbH wins top accolade for quality In the reporting period, the Porsche Zwischenholding GmbH group produced a total of 89,123 vehicles, 16.1 percent more than in the prior fiscal year. In Stuttgart Zuffenhausen, 20,159 units of the 911 model series and 4,737 units...

  • Page 74
    ... service provided. Volkswagen has set itself the goal of becoming a product quality leader in the global market. For the Volkswagen passenger cars brand, for instance, the sales and quality assurance divisions have set up a customer satisfaction program in collaboration with Technical Engineering...

  • Page 75
    ... markets. The past fiscal year saw the completion of a total of around 100 construction projects - comprising new buildings and modifications - with an investment volume of some 200 million euro. The large number of start-ups across all group brands and corporate locations attested to Volkswagen...

  • Page 76
    ...group meets demand for cross-brand support for fleet customers through key account management. Volkswagen's dealership partners and wholesalers alike can also leverage cross-brand synergies in this way. By optimizing structures and implementing programs to raise quality in sales and customer service...

  • Page 77
    ... customer base in Germany and the rest of Europe. The group's principal advantage is that its competitive product portfolio can satisfy customers' individual mobility requirements in a one-step service. Particularly in Germany, its strong market positioning is supported by Volkswagen Leasing GmbH...

  • Page 78
    ... months previously. In addition to this figure, 219 employees were in the passive phase of the German special phased retirement scheme. 306 young people were in training. Systematically fostering talent Professional training In the reporting year, all 100 of the Porsche Zwischenholding GmbH group...

  • Page 79
    ... at the start of their career have had the opportunity to take part in the "Wanderjahre" (Years Abroad) program, spending twelve months at one of the group's international locations. So far, over 100 young employees of Volkswagen AG have gained work experience at Volkswagen's corporate sites in...

  • Page 80
    ... combustion engine holds potential for high performance with minimal fuel consumption. The new 911 GT3 R Hybrid incorporates a hybrid system specially developed for deployment in Volkswagen offers made-to-measure programs for graduates The start of a person's career shapes his entire working life...

  • Page 81
    ...paint shop's state-of-the-art production technology keeps its emissions well below statutory limits. Participation in e-mobility field test The Porsche Zwischenholding GmbH group is participating in the joint Stuttgart Electric Mobility Pilot Region initiative. From 2009 to 2011, the German federal...

  • Page 82
    ...wide. In 1995, as part of the EMAS validation and certification process, Porsche had already set up and installed an environmental management system which is used to continuously optimize the environmental performance of the company's sites. Since 1999, the Zuffenhausen plant has also been certified...

  • Page 83
    ...increasingly efficient, though also compatible for use with the more carbonneutral fuels of the future. The TSI and TDI engines that have been marketed successfully in combination with Volkswagen's innovative dual clutch gearboxes therefore remain key cornerstones of the group's drive train strategy...

  • Page 84
    ...group launched models with a large market volume that come with both start-stop technology and energy recovery functions. Braking energy recovery technology, which increases engine efficiency, has thus been integrated into Volkswagen's product portfolio. Volkswagen supplemented these hybrid concepts...

  • Page 85
    ...financial statements by means of full consolidation at the beginning of the fiscal year, they have been included at equity since then. The Porsche SE group's accounting is largely organized along decentralized lines. The reporting packages of the Porsche Zwischenholding GmbH group and the Volkswagen...

  • Page 86
    ... a pure holding company and its income consists mainly of dividend payments from the two investments. Risks faced by the (old) company Porsche AG used to have a direct effect on Porsche SE but that is no longer the case, in particular since termination of the domination and profit and loss transfer...

  • Page 87
    ... direct risks of Porsche SE as a single entity mainly comprise the financial and legal risks that are typical for a holding company. The indirect effect of risks from the investments is taken into account by integrating the three subsystems in one group risk management system. Regular communication...

  • Page 88
    ...2011. The syndicated loan agreement stipulates that the funds used to repay the first tranche may not stem from the sale of Volkswagen AG shares or Porsche Zwischenholding GmbH shares. Plans are to reach the final stage in creating an integrated automotive group, namely the merger between Porsche SE...

  • Page 89
    ... the reporting period relating to about two percent of Volkswagen AG's ordinary shares. There is a liquidity risk for Porsche SE in the event of a fall in the share price of the VW ordinary share and sale or settlement of the options. Considering the small number of options, the executive board has...

  • Page 90
    ... money investments at Porsche SE, however, they are hedged using hedging systems customary in the banking business. Cash investments are also exposed to interest rate risks. If the financial position and results of operations of the Porsche Zwischenholding GmbH group and the Volkswagen group were...

  • Page 91
    ... Volkswagen AG for the purchase price payable in the event of the put or call options being exercised. The remaining cash-settled options Porsche SE still holds as of the end of the reporting period relating to about two percent of Volkswagen AG's ordinary shares are subject to fluctuations in value...

  • Page 92
    ... court in New York, with damages claimed totaling "several hundred million dollars". This claim was amended on 23 July 2010. Both complaints allege that Porsche SE's activities in connection with its acquisition of a stake in Volkswagen AG during the year 2008 consti- tuted market manipulation and...

  • Page 93
    ... positive effect on the earnings contributions attributable to Porsche SE. Moreover, the results of operations of both groups and thereby the profit/loss from investments accounted for at equity in the Porsche SE group can also be improved by combining purchasing functions and sharing existing sales...

  • Page 94
    ... GmbH group Integrated internal control and risk management system relevant for the financial reporting process The accounting-related internal control system that is relevant for the financial statements of Porsche Zwischenholding GmbH and the Porsche Zwischenholding GmbH group is designed...

  • Page 95
    ... be taken. The documented reporting channels mean that management always has access to an overall picture of the current risk situation. Porsche Zwischenholding GmbH and the Porsche Zwischenholding GmbH group are prepared to take transparent risks that are proportionate to the benefits expected from...

  • Page 96
    ... of the group. In the automotive industry the financial crisis gave rise to new risks or increased existing ones. Lower purchasing power among potential automotive customers has meant that a large number of automotive manufacturers have had to reduce their prices; cost-intensive marketing measures...

  • Page 97
    ... it daily also contribute to reducing the risk of default for the group. Procurement risk The prices of raw materials and oil remain volatile. At the same time, they have an impact on production costs. Raw materials markets are permanently monitored and analyzed in order to enable Porsche AG to...

  • Page 98
    ... 2011. Porsche AG's executive board is confident that it will be able to refinance them as necessary. Residual value and credit risk in the financial services business In some markets, the leasing business entails the risk for the group of vehicles not being saleable at the planned price following...

  • Page 99
    99 meeting of a certain group of persons is convened in order to take appropriate countermeasures without delay. This process helps to ensure that vehicles are manufactured to plan. Personnel risk A positive image is crucial to any company. The communication strategy of the group ensures that ...

  • Page 100
    ...found in time or whether financial support should be extended to secure the continued supply of parts. The group sets itself high quality goals in both the production and the development of new vehicles, taking care to ensure that all technical and qualitative requirements are taken into account and...

  • Page 101
    ... the net assets, financial position and results of operations of the group. The overall risk exposure of the Porsche Zwischenholding GmbH group is made up of the individual risks presented above, which are managed using the risk management system. Risk report of the Volkswagen group Integrated...

  • Page 102
    ... the financial statements of Volkswagen AG. In addition, the financial reporting-related internal control system is independently reviewed by group internal audit in Germany and abroad. Integrated consolidation and planning system Since February 2009, group financial reporting has been using a new...

  • Page 103
    ...the most part be accessed online. Adherence to these rules is assured by internal controls by the heads of the group internal audit, quality assurance, group treasury, brand controlling and group controlling organizational units. The risk management system - goals and operation The Volkswagen group...

  • Page 104
    ...regular and event-driven reporting to the board of management and supervisory board of Volkswagen AG. Macroeconomic risk The same applies for the Volkswagen group as for the Porsche Zwischenholding GmbH group in that the main risk for the medium-term development of the global economy is a prolonged...

  • Page 105
    ...their relevance for customers is verified in good time. In addition, there is a risk that it may not be possible to develop products or modules within the specified timeframe, to the required quality standards, or in line with cost specifications. To avoid this, the Volkswagen group continuously and...

  • Page 106
    ... smaller segments and engines, and hence impact the group's financial result. The Volkswagen group is countering this risk by developing fuel-efficient vehicles and alternative fuels as part of its fuel and drive train strategy. In the rapidly expanding markets of Asia and eastern Europe, risks may...

  • Page 107
    ... to reduce annual consumption of primary energy sources in the future. In addition, building services engineering will be required to become more energy efficient. This Regulation will affect building design and servicing facilities for Volkswagen's industrial buildings. The G20 member states have...

  • Page 108
    ... trend and set itself the goal of becoming the international technology leader in the automotive industry and expanding its lead over time. The Volkswagen group is well on the way to achieving this goal with cost-efficient technologies whose economies of scale are leveraged successfully throughout...

  • Page 109
    .... The Volkswagen group added hedging transactions in 2009 for the quantities of coal it purchases. The solvency of the Volkswagen group is ensured at all times by providing sufficient liquidity reserves, access to confirmed credit lines and triedand-tested money market and capital market programs...

  • Page 110
    ... new preference shares for the first half of 2010. Based on the proceeds from the capital increase and its currently higher liquidity, the company does not anticipate any liquidity risks. Residual value risk in the financial services business In the financial services business, the Volkswagen group...

  • Page 111
    ...ing data. The upside of residual market values is not taken into account when making provisions for risks. More information on residual value risk and other risks in the financial services business, such as counterparty, market and liquidity risk, can be found in the 2009 annual report of Volkswagen...

  • Page 112
    ... the Porsche SE group is made up of the individual risks relating to the significant investments held in Porsche Zwischenholding GmbH and Volkswagen AG presented above and the specific risks of Porsche SE. The risk management system ensures that these risks can be controlled. Taking into account the...

  • Page 113
    ...highest level for the reporting period at 1.51 US dollars in November 2009, the exchange rate then fell by more than 20 percent as a result of the lack of confidence in southern European countries. The markets started to recover again by mid-2010, but are not expected to return to the previous highs...

  • Page 114
    ... sales markets of Europe and North America, not least due to the great interest shown by customers in the new generation of Cayenne models and Porsche's fourth model series, the Panamera. The Volkswagen group's presence in all key regions around the world, its multi-brand strategy and technological...

  • Page 115
    ... the results of operations and the profit/loss of the significant investments accounted for at equity in Porsche Zwischenholding GmbH and Volkswagen AG attributable to the Porsche SE group. Porsche SE records investment income in the form of dividends in its separate financial statements prepared in...

  • Page 116
    ... fiscal year 2009/10, the US economy saw renewed growth in the wake of the severe crisis. Porsche benefited from this development, increasing deliveries by 17 percent over the prior year to 22,181 units. The new Panamera achieved sales of 5,561 vehicles. Due to the model changeover, the total number...

  • Page 117
    ... fall in GDP since World War 2, Porsche can look back on a very successful fiscal year in that country. The extension of the sales network and introduction of the Panamera enabled sales in France to be increased by 21 percent over the prior year to 2,432 units. The new Panamera accounted for 609 of...

  • Page 118
    ... deliveries - a segment share that is unmatched worldwide. In Austria, the importer increased sales from 551 units in the prior year to 684 vehicles in fiscal 2009/10. The newly launched Panamera accounted for 187 deliveries. Southern and Eastern Europe: success in a turbulent environment In light...

  • Page 119
    119 (ZPH 1HWHU! KLTHUK MVY UL^ TVKLSZ 0U MPZJHS   7VYZJOL ^HZ \UHISL [V I\JR [OL [YLUK PU [OL KLJSPUPUN 1HWHULZL H\[VTV[P]L THYRL[ KLSP]LYPUN  ]LOPJSLZ WYPVY `LHY!   /V^L]LY [OL  7HUHTLYH \UP[Z ZVSK \UKLYSPUL 7VYÌ ZJOLqZ Z\JJLZZ ^P[O UL^ TVKLSZ ;OL UL^ NLULYH[PVU VM [OL ...

  • Page 120
    ... six months. Vehicles sold in the region accounted for 43 percent of the group's overall deliveries in the second half year. The Volkswagen group's market share in western Europe totaled 20.7 percent. Demand was strong for all the group's high-volume brands. A particularly important part was...

  • Page 121
    ...Fox MPV, Gol, Voyage und Jetta models were particularly popular. The new Amarok was also well received. The Volkswagen group continues to lead the Argentine market with a 25.7 percent share. In Brazil, the number of deliveries in the first half of the year came to 358,015 vehicles and 333,397 in the...

  • Page 122
    122

  • Page 123
    123 Financials

  • Page 124
    124

  • Page 125
    ... statement of the Porsche SE group for the period from 1 August 2009 to 31 July 2010 â,¬ million Other operating income Personnel expenses Amortization of intangible assets and depreciation of property, plant and equipment, leased assets and investment property Other operating expenses Profit/loss...

  • Page 126
    ... Consolidated statement of comprehensive income of the Porsche SE group for the period from 1 August 2009 to 31 July 2010 â,¬ million Profit/loss for the year Securities marked to market Cash flow hedges Currency translation Revaluation reserve Other comprehensive income from investments accounted...

  • Page 127
    ...balance sheet of the Porsche SE group as of 31 July 2010 â,¬ million Assets Intangible assets Property, plant and equipment Investments accounted for at equity Other financial assets Leased assets Investment property Receivables from financial services Other receivables and assets Income tax assets...

  • Page 128
    ... Consolidated statement of cash flows of the Porsche SE group for the period from 1 August 2009 to 31 July 2010 â,¬ million 1. Operating activities Profit/loss for the year Amortization and depreciation Change in provisions for pensions and similar obligations Change in other provisions Income...

  • Page 129
    ... - 617 - 391 - 12,156 2 - 5,741 12,023 2 12,273 17 -2 4,831 4. Cash funds Change in cash funds (subtotal of 1 to 3) Exchange-rate related change in cash funds Cash funds as of 31 July 2009 and 31 July 2008 Cash funds as of 31 July 2010 and 31 July 2009 - 21,467 - 21 22,025 537 17,450 152 4,423 22...

  • Page 130
    ... statement of changes in equity of the Porsche SE group for the period from 1 August 2009 to 31 July 2010 Subscribed capital Capital reserves Accumulated profit3 Securities marked to market â,¬ million As of 31 July 2008 175 122 14,049 -6 Profit/loss for the year Other comprehensive income...

  • Page 131
    131 Retained earnings Accumulated other comprehensive income Cash flow hedges Currency translation Investments accounted for at equity Revaluation reserve3 Equity before noncontrolling interests Noncontrolling interests - hybrid capital investors Noncontrolling interests - others Equity 539 -...

  • Page 132
    ...the financial statements has been changed. The comparative information has been restated accordingly. The restatements have been marked as such and explained. The income and expenses from investments accounted for at equity constitute the main contributions to profit/loss for Porsche SE as a holding...

  • Page 133
    ...The income statement has been prepared using the nature of expense method. The consolidated financial statements and group management report of Porsche SE were released to the supervisory board by the executive board by resolution dated 1 October 2010. Consolidated group The consolidated financial...

  • Page 134
    .../7/2009 84 353 57 82 22 46 644 List of shareholdings of the group Share in capital as of 31 July 2010 % Fully consolidated entities Germany Porsche Zweite Vermögensverwaltung GmbH, Stuttgart International Porsche Holding Finance plc., Dublin, Ireland Subsidiaries accounted for at cost Porsche...

  • Page 135
    ... effective 3 December 2009, despite the fact that Porsche SE still holds 50.74% of the voting rights in Volkswagen AG. Since this point in time, the investment in Volkswagen AG is accounted for at equity in the consolidated financial statements of Porsche SE. When the reporting date of a subsidiary...

  • Page 136
    ... Zwischenholding GmbH, Stuttgart, was established as a subsidiary of Porsche SE, which holds 100% of the shares in (the new company) Porsche AG. Porsche's operating business was transferred with legal effectto (this new) Porsche AG. On 7 December 2009, Volkswagen AG assumed a 49.9% shareholding...

  • Page 137
    ... work capitalized Total operating performance Other operating income Cost of materials Personnel expenses Amortization of intangible assets and depreciation of property,plant and equipment, leased assets and investment property Other operating expenses Profit/loss before financial result Profit/loss...

  • Page 138
    ... for the assets and liabilities derecognized, the remaining investments in Porsche Zwischenholding GmbH and Volkswagen AG were recognized at their fair value which totals â,¬15,941 million. The discontinued operations contributed to the cash inflows and outflows in the statement of cash flows as...

  • Page 139
    ... of Porsche SE. The Volkswagen group operates in the automobile and commercial vehicle production sector and the related financial services sector and has a large number of production facilities worldwide. The cost of the business combination amounted to â,¬23.0 billion, including all costs directly...

  • Page 140
    ... consolidated income statement of the discontinued operations. No gain or loss on sale was recognized in the Porsche SE group as the assets and liabilities of the company had already been recognized at fair values in the course of the purchase price allocation for the Volkswagen group at acquisition...

  • Page 141
    ... statements as an associate based on consolidated figures in the comparative period until the date of initial consolidation on 5 January 2009 and in the reporting period since the date of deconsolidation on 3 December 2009. As of 31 July 2010, the market value of the investment in Volkswagen AG...

  • Page 142
    ... figures summarized below are attributable to the Porsche SE group. Porsche Zwischenholding GmbH is included in income and expenses for the reporting period from the date of deconsolidation on 7 December 2009: â,¬ million Non-current assets Current assets Non-current liabilities Current liabilities...

  • Page 143
    ...value of identifiable assets acquired net of liabilities assumed as of the acquisition date, the difference is recognized in the income statement after reassessing the fair values. Any difference arising upon acquisition of additional shares or sale of shares after initial consolidation without loss...

  • Page 144
    ... or the fair value of the investment retained (upon partial sales or loss of control for other reasons) and the net assets disposed of at the date when control is lost (including any goodwill from acquisition accounting) is recognized in profit or loss. Income and expenses recognized directly in the...

  • Page 145
    ... reporting period for both the investment in Volkswagen AG and the investment in Porsche Zwischenholding GmbH. Value in use was determined for both investments using the discounted cash flow method by applying the average weighted cost of capital. Growth rates below the general price increases were...

  • Page 146
    ... rate as of the reporting date, while equity is translated at historical rates with the exception of income and expenses recognized directly in equity. The income statement is translated using average exchange rates. Exchange rate differences resulting from the translation of financial statements...

  • Page 147
    ... translation purposes in the previous Porsche subgroup. For the same reason, average exchange rates for the period from 1 July 2009 to 3 December 2009 and closing rates as of 3 December 2009 were used for the previous Volkswagen subgroup. The foreign currency rates applied are presented in the...

  • Page 148
    148 Financials Balance sheet Closing rate Porsche SE group and Porsche Zwischenholding GmbH group1 â,¬1= Argentina Australia Brazil Canada China Czech Republic Hong Kong India Japan Mexico Poland Republic of Korea Russia South Africa Sweden Switzerland United Kingdom USA ARS AUD BRL CAD CNY CZK ...

  • Page 149
    149 Income statement Average rate Porsche SE group and Porsche Zwischenholding GmbH group1 â,¬1= Argentina Australia Brazil Canada China Czech Republic Hong Kong India Japan Mexico Poland Republic of Korea Russia South Africa Sweden Switzerland United Kingdom USA ARS AUD BRL CAD CNY CZK HKD INR JPY...

  • Page 150
    ... to profit or loss made by the investments accounted for at equity have a significant impact on the net assets and results of operations of the Porsche SE group, the accounting policies applicable only within the Porsche Zwischenholding GmbH group and the Volkswagen group following their...

  • Page 151
    ... at the start of production using the straight-line method over the expected useful life of the product, taking any impairments into account. The useful life is usually five to ten years. Research and non-capitalizable development costs are expensed as incurred. Property, plant and equipment...

  • Page 152
    ... to the acquisition, construction or production of a qualifying asset are recognized as part of the cost of that asset. Until the date of deconsolidation of the Porsche Zwischenholding GmbH group and the Volkswagen group, borrowing costs of â,¬0.8 million were capitalized in the fiscal year 2009/10...

  • Page 153
    ... the Porsche SE group were used in general as a cash-generating unit until the date of their deconsolidation in the current fiscal year. The impairment test of recognized brands was based on the data of the relevant brand organizations. In the case of other intangible assets and property, plant and...

  • Page 154
    ... value of Porsche AG as a whole stated in the basic agreement of â,¬12.4 billion. This figure served as the best indicator of fair value. In the prior year the impairment test of recognized brands in the consolidated financial statements of Porsche SE was also based on fair value less costs to sell...

  • Page 155
    ...Inventories are stated at the lower of cost or net realizable value as of the reporting date. The cost of inventories comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. In addition to costs directly attributable, the costs of...

  • Page 156
    ...instruments measured are traded on an active market. If there is no active market for a financial instrument, fair value is calculated using appropriate valuation techniques such as generally accepted option price models or discounting future cash flows with the market interest rate, or by referring...

  • Page 157
    .... Investments presented as non-current financial assets that are not accounted for at equity also constitute available-for-sale financial instruments and are generally measured at fair value. If, however, no active market exists and fair value cannot be reliably estimated, they are measured at cost...

  • Page 158
    ...difference between cost and their current fair value, less any impairment loss previously recognized on that financial instrument in the income statement - is derecognized from equity and recognized in the income statement. Any increase in the value of debt securities at a later date is accounted as...

  • Page 159
    ...recognized in equity is reclassified to profit or loss. Gains or losses from cash flow hedge accounting are presented under other operating income or expenses in the income statement. The stock options held by the Porsche SE group generally are not traded on a public market. In such cases, IAS 39.48...

  • Page 160
    ... cash and cash equivalents that are not freely available for use by the Porsche SE group. Deferred taxes Deferred tax assets are generally recognized for deductible temporary differences between the tax base and carrying amounts in the consolidated balance sheet (taking into account temporary...

  • Page 161
    ... amount and fair value less costs to sell, and are presented separately in current assets and liabilities in the balance sheet. Hybrid capital Provided the bond conditions of the hybrid capital issued satisfy the criteria, hybrid capital is accounted for as an equity instrument of the group in...

  • Page 162
    ... are recognized taking account of the past or estimated future claims pattern. Non-current provisions are stated at their present value at the reporting date. The interest rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the...

  • Page 163
    ... goods and products being sold are transferred to the buyer. Revenue is reported net of discounts, customer bonuses and rebates. Income from assets for which a group entity has a buy-back obligation cannot be realized until the assets have definitely left the group. If a fixed repurchase price was...

  • Page 164
    ... method for financial instruments measured at amortized cost and interest-bearing securities held for sale. Dividend income is recognized when the group's right to receive the payment is established. Production-related expenses are recognized upon delivery or utilization of the service, while all...

  • Page 165
    ... of the financial statements by the executive board for issue to the supervisory board, there were no indications that the carrying amounts of the assets and liabilities presented in the consolidated balance sheet would require any significant adjustment in the following reporting period. Judgments...

  • Page 166
    ... 27 "Consolidated and Separate Financial Statements" (rev. 2008) IAS 27 (rev. 2008) provides that the acquisition or sale of minorities without loss of control is recognized directly in equity. This does not have any effect as this accounting policy was already applied in the Porsche SE group before...

  • Page 167
    ... the foreign operation accounted for? IFRIC 17 "Distributions of Non-cash Assets to Owners" IFRIC 17 clarifies that when an entity settles the dividend payable, it must recognize the difference, if any, between the carrying amounts of the assets distributed and the fair value in profit or loss. The...

  • Page 168
    ... for the hedge accounting in two specific situations. These are the unilateral risk with reference to a hedged transaction (e.g. the risk of changes in the fair value or cash flows above or below a fixed price or another variable) and the risk of inflation in a financially hedged transaction. IAS...

  • Page 169
    ... fair value. The rules are effective retrospectively for the first time for reporting periods beginning on or after 1 January 2013. Porsche SE is in the process of analyzing the resulting effects on the presentation of net assets, financial position and results of operations as well as on cash flows...

  • Page 170
    ... of the group's net assets, financial position and results of operations or its cash flows. In addition, a number of other changes were presented in the consolidated financial statements for the fiscal year 2008/09 which had still not been applied in the fiscal year 2009/10. Early adoption of...

  • Page 171
    ... statement in the fiscal year 2009/10 and in the comparative period. The column "Continuing operations" contains the contributions to profit/loss of Porsche SE and its remaining subsidiaries as well as the result from accounting for the investments in Porsche Zwischenholding GmbH and Volkswagen AG...

  • Page 172
    ...Income from stock price hedging derivatives was generated as a result of cash-settled stock option transactions, which in the past served to hedge the increase in the investment in Volkswagen AG. This strategy was not pursued further in the reporting period. In the comparative period, this position...

  • Page 173
    173 Income from valuation of options on non-stock company shares contains the change in the fair value of the put option of Porsche SE relating to the remaining shares in Porsche Zwischenholding GmbH. [4] Cost of materials Cost of materials of the discontinued operations break down as follows: ...

  • Page 174
    ... â,¬ million 2009/10 Wages and salaries Social security contribution, pension and other benefit costs Continuing operations Discontinued operations Reclassification acc. to IFRS 5 Total 16 1 17 5,836 1,292 7,128 - 5,836 - 1,292 - 7,128 16 1 17 Employees (annual average) Performance-related...

  • Page 175
    ... increase in the investment in Volkswagen AG. This strategy was not pursued further in the reporting period. Due to the sale of significant volumes of stock options shortly after the prior-year reporting date, the options were accounted for at their selling price as the best indicator of fair value...

  • Page 176
    ... fiscal year 2009/10, the profit/loss from investments accounted for at equity from continuing operations contains the profit/loss from the investments held by Porsche SE in Volkswagen AG and Porsche Zwischenholding GmbH from the respective dates of deconsolidation. As the purchase price allocations...

  • Page 177
    ... the Volkswagen group taking into account the purchase price allocation that has been performed again and the lower fair value of the shares held on the date of initial recognition at equity. It is mainly attributable to the fact that the fundamental data for Volkswagen AG used in the purchase price...

  • Page 178
    ... financial assets and is mainly attributable to time deposits and loans. The other financial result of continuing operations contains interest income of â,¬123 million (prior year: â,¬106 million) which results from financial instruments which are not measured at fair value through profit or loss...

  • Page 179
    ... German entities of continuing operations following the enactment of the business tax reform act in 2008. The tax rate used for the remaining foreign subsidiary included in continuing operations is 12.5% (prior year: 12.5% for this company). There were no changes to the tax rates in either reporting...

  • Page 180
    ... Profit before tax (continuing operations) Group tax rate Expected income tax expense Tax rate related differences Difference in tax base Recognition and measurement of deferred taxes Taxes relating to other periods Reported income tax expense 2009/10 5,855 30% 1,757 -5 - 1,822 173 11 114 2008...

  • Page 181
    ...reporting period the item "Difference in tax base" mainly pertains to the tax exemption of profit/loss from investments accounted for at equity. The deferred tax assets and liabilities break down by balance sheet item as follows: Deferred tax assets 31/7/2010 31/7/2009 thereof continuing operations...

  • Page 182
    ...prior year: â,¬-1,142 million) is mainly allocable to non-controlling interests in Volkswagen AG, AUDI AG and Scania AB. [12] Earnings per share The profit/loss from continuing operations for the comparative period changed on account of the classification of the Porsche Zwischenholding GmbH group...

  • Page 183
    ... to shareholders of Porsche SE Profit/loss attributable to ordinary shares (basic) Profit/loss attributable to preference shares (basic) Profit/loss attributable to ordinary shares (diluted) Profit/loss attributable to preference shares (diluted) Average number of ordinary shares outstanding Average...

  • Page 184
    ... and paid for the acquisition and disposal of cash-settled stock options used to secure stock prices in the comparative period and for other purposes. Changes in investments in securities, loans and time deposits are also included therein. The statement of cash flows for the fiscal year 2009/10 is...

  • Page 185
    ... line items in the cash flow from operating activities. Other non-cash expenses and income mainly comprise profit or loss on deconsolidation (including the reclassification of expenses and income recognized directly in equity for the Porsche Zwischenholding GmbH group and the Volkswagen group...

  • Page 186
    ... directly with the figures in the published consolidated balance sheet. The table below reconciles the cash and cash equivalents as reported in the balance sheet to cash funds reported in the statement of cash flows: â,¬ million Cash and cash equivalents - time deposits - restricted cash and cash...

  • Page 187
    ... consolidated balance sheet [14] Development of intangible assets The carrying amounts of the brands were allocated to the cash-generating units Volkswagen passenger vehicles, Volkswagen commercial vehicles, Audi, Seat, Å koda and Scania until deconsolidation of the discontinued operations. The...

  • Page 188
    ... 31 July 2009 Net carrying amount 31 July 2010 0 0 0 0 0 0 0 0 0 10,449 0 10,449 1 0 0 0 10,450 0 0 0 0 0 0 0 0 0 0 11 10,368 0 70 0 0 10,449 Capitalized development costs for products currently in use Capitalized costs for products under development Brands Other intangible assets Total 261...

  • Page 189
    ... 31 July 2009 thereof continuing operations Cost As of 1 August 2009 Additions due to initial consolidation Additions Exchange differences Reclassifications Disposals due to deconsolidation Other disposals As of 31 July 2010 Depreciation As of 1 August 2009 Additions Exchange differences Impairments...

  • Page 190
    ... were purchase options that were expected to be exercised. The underlying interest rates of the agreements varied between 2.9% and 13.6% in the prior year, depending on the date on which the agreements were concluded and on market conditions. Future lease payments from discontinued operations due...

  • Page 191
    ... and other financial assets Investments accounted for at equity Other financial assets Total â,¬ million Cost As of 1 August 2008 Additions due to initial consolidation Additions Changes from accounting at equity Exchange differences Reclassifications Disposals As of 31 July 2009 Impairment As...

  • Page 192
    ...from the ordinary and preference shares subject to the creditors' right to issue instructions otherwise. In addition, Porsche SE may sell subscription rights associated with the shares. The investment in Porsche Zwischenholding GmbH has been assigned to a trustee as collateral. The trustee holds the...

  • Page 193
    ... assets, investment property and of total fixed assets Leased assets Investment property Fixed assets Total â,¬ million Cost As of 1 August 2008 Additions due to initial consolidation Additions Changes from accounting at equity Exchange differences Reclassifications Disposals As of 31 July 2009...

  • Page 194
    ... almost exclusively to discontinued operations. The impairment losses recognized on fixed assets totaling â,¬223 million (prior year: â,¬353 million) concern assets in the Volkswagen group. The impairment losses result from market changes due to changes in volume and exchange rates and, with regard...

  • Page 195
    ... Current leased assets Advance payments made 0 0 0 0 0 0 2,138 1,263 12,089 696 79 16,265 0 0 0 0 0 0 After deconsolidation of the discontinued operations, the Porsche SE group does not have any inventories as of the reporting date. Of the total inventories reported as of the prior-year reporting...

  • Page 196
    ... as of the reporting date. The non-current receivables from financial services of discontinued operations were generally subject to fixed interest rates of between 1.5% and 18.9% in the prior year, depending on the market. Unguaranteed residual values accruing to the benefit of the Porsche SE group...

  • Page 197
    ... from vehicle financing and broke down as follows: Discontinued operations â,¬ million Total gross investment in the lease thereof due within one year thereof due in one to five years thereof due in more than five years Unearned finance income Present value of outstanding minimum lease payments...

  • Page 198
    198 Financials [21] Non-current and current other receivables and assets 31/7/2010 31/7/2009 thereof continuing operations â,¬ million Derivative financial instruments Other receivables and assets from affiliated companies joint ventures associates other investees and investors Non-income tax ...

  • Page 199
    ...repayment clause in the event of Porsche AG's insolvency. The loan receivables from the Porsche Zwischenholding GmbH group thus exceed the corresponding financial liabilities by a total of â,¬136 million (prior year: â,¬0 million). There is neither a guarantee by Volkswagen AG for the partial amount...

  • Page 200
    ... operations amounted to â,¬83 million in the prior year. The sale of significant volumes of cash-settled stock options shortly after the prior-year reporting date led Porsche SE to measure the stock options at their selling price as the best indicator of fair value as of 31 July 2009. The...

  • Page 201
    ...as of the prior-year reporting date served to safeguard liquidity. The securities were quoted and mainly short-term fixed-interest-bearing securities and shares allocated to the available-for-sale financial assets category. The securities measured at fair value through profit or loss were carried at...

  • Page 202
    ... to approval of the supervisory board, to increase the company's share capital, once or several times, by a maximum amount of â,¬87.5 million by issuing new bearer shares (ordinary shares) or non-voting preference shares in return for contributions in cash or in kind. The corresponding changes in...

  • Page 203
    ... The statutory financial statements of Porsche SE as of 31 July 2010 report a net profit available for distribution of â,¬4,495 million. The executive board will propose the distribution of a dividend of â,¬0.094 per ordinary share (prior year: â,¬0.044) and â,¬0.10 per preference share (prior year...

  • Page 204
    ... of Porsche SE and to non-controlling interests: â,¬ million 2009/10 Income/expenses from currency translation Differences from translation of financial statements recognized in equity Reclassification of realized gains/losses Income/expenses from securities marked to market Changes of fair value...

  • Page 205
    ... reporting period, entitled the optionees - the board of management of Volkswagen AG, group senior executives and management, as well as employees of Volkswagen AG covered by collective pay agreements - to purchase options for shares of Volkswagen AG by subscribing for convertible bonds at a price...

  • Page 206
    ... value of convertible bonds â,¬ As of 5 January 2009 Exercised in fiscal year As of 30 June 2009 As of 1 July 2009 Disposed of in fiscal year due to deconsolidation As of 31 July 2010 43,540.48 4,034.56 39,505.92 39,505.92 39,505.92 0 Number of conversion rights Number of potential ordinary shares...

  • Page 207
    ... Porsche SE group was a two-step process. In a first step, both the Porsche Zwischenholding GmbH group and the Volkswagen group managed their capital in accordance with their individual requirements. In a second step, the two groups, the consolidation effects and the effects from the purchase price...

  • Page 208
    ... imposed by third parties relating to certain profit and debt levels. These were complied with in full in the fiscal year 2009/10. The Porsche Zwischenholding GmbH group supports active debt capital management with a view to reducing the cost of capital and optimizing the capital structure.

  • Page 209
    ... increasing the value of the company. In order to maximize the use of resources in the automotive division and to measure the success of this, the Volkswagen group has been using value contribution, a control variable linked to the cost of capital, for a number of years. The concept of value...

  • Page 210
    ... measurement date taking probable future increases in pensions and salaries into account. The defined benefit obligation for active employees increases annually by the interest cost plus the present value of the new benefit entitlements earned in the current period. Actuarial gains or losses result...

  • Page 211
    ... developments and pension increases. The measurement is based on the following assumptions: Germany % Discount rate Expected return on plan assets Increase in wages and salaries Medical cost increase rate Employee turnover rate Increase in pensions 2009/101 4.80 - 3.00 - - 1.00 2008/09 5.25 - 5.50...

  • Page 212
    .... The discontinued operations' obligation for medical care would have increased or decreased by â,¬6 million in the prior year. Amounts recognized in profit or loss break down as follows: â,¬ million 2009/10 Current service cost Interest expenses Expected return on plan assets Net actuarial gain...

  • Page 213
    ... 7 Development of plan assets 2009/10 2008/09 thereof continuing operations â,¬ million As of 1 August Exchange differences Expected return on plan assets Actuarial gains (+) and losses (-) Benefits paid Employer contributions Employee contributions Changes to consolidated group Other changes As...

  • Page 214
    214 Financials The following amounts were recognized in the balance sheet for defined benefit obligations: 2009/10 2008/09 thereof continuing operations â,¬ million Present value of funded benefit obligations Fair value of plan assets Funded status Present value of unfunded benefit obligations ...

  • Page 215
    ...time credits, the phased retirement scheme, severance payments and similar obligations, among other things. Provisions for obligations arising from sales primarily concerned warranty obligations, marketing services and bonuses of discontinued operations. The warranty obligations in the Porsche group...

  • Page 216
    ... discontinued operations. 43% of the other provisions are expected to result in cash outflows in the following year and 57% in between one and five years. Other provisions developed as follows: As of 1/8/2009 â,¬ million Provisions for employee expenses Provisions for obligations arising from sales...

  • Page 217
    ... Porsche SE group as of the reporting date. The liabilities from long-term development contracts of discontinued operations were calculated as follows in the prior year: Discontinued operations â,¬ million Costs of conversion including outcome of the long-term development contracts thereof services...

  • Page 218
    ...Volkswagen AG in connection with its investment in Porsche Zwischenholding GmbH as of 7 December 2009 which was passed on to Porsche SE to repay the loan liabilities of Porsche SE due to banks. Financial liabilities from joint ventures are due from companies in the Porsche Zwischenholding GmbH group...

  • Page 219
    ... rates were at inter-bank level. The average duration of the maturities ranged from one to four years in the prior year. Measurement was at amortized cost. The present values of the future minimum lease payments from sale-and-leaseback transactions entered into to refinance the financial services...

  • Page 220
    220 Financials [30] Non-current and current other liabilities As of the reporting date, other liabilities break down as follows: 31/7/2010 31/7/2009 31/7/2009 thereof continuing operations â,¬ million Advance payments received on account of orders Other tax liabilities Liabilities relating ...

  • Page 221
    ... interest rate risk (fair value hedges). Due to the sale of significant volumes of stock options shortly after the reporting date in the prior year, the stock options were accounted for at their selling price as the best indicator of fair value as of 31 July 2009. The cumulative price difference...

  • Page 222
    ... of the discontinued operations, the processes implemented govern the ongoing monitoring of the liquidity situation in the Porsche SE group, the status of the remaining cash-settled options relating to Volkswagen AG shares, the monitoring of the enterprise value of Porsche Zwischenholding GmbH, the...

  • Page 223
    ... of the positive fair values of claims against them. In the reporting period, the credit and default risk also comprises the amount of financial guarantees issued and in the prior year the amount of irrevocable credit commitments. The default risk of financial assets is taken into account through...

  • Page 224
    ... cash equivalents thereof continuing operations 5,207 57,996 3,321 4,567 3,436 25,036 99,563 2,941 1,291 3,802 123 0 0 0 5,216 0 261 1,006 124 0 3 0 1,394 0 6,759 62,804 3,568 4,567 3,439 25,036 106,173 2,941 There are no past due financial instruments measured at fair value in the Porsche SE group...

  • Page 225
    ... services Other financial receivables Derivative financial instruments Securities Cash and cash equivalents thereof continuing operations 5,207 50,351 3,320 4,567 2,253 25,036 90,734 2,941 0 7,645 1 0 0 0 7,646 0 5,207 57,996 3,321 4,567 2,253 25,036 98,380 2,941 The Porsche SE group performed...

  • Page 226
    ... operations. Reference is made to explanations on the management of liquidity risks in the Porsche SE group, the Volkswagen group and the Porsche Zwischenholding GmbH group and to risks originating from financial covenants" presented in the risk report as part of the group management report. Cash...

  • Page 227
    ... 13,332 The item 'derivative financial instruments' combines all cash outflows from derivative financial instruments with a negative and positive carrying amount. In the reporting period these are interest hedges as well as effects from the share price hedging strategy that was pursued in the prior...

  • Page 228
    ... option for the remaining shares in Porsche Zwischenholding GmbH was calculated using a sensitivity analysis, and a value-at-risk model was used for stock price risks. Due to deconsolidation of the discontinued operations in the fiscal year 2009/10, the presentation of risks in the reporting period...

  • Page 229
    ... the discontinued operations, currency and interest rate risks in financial services were valued using a value-at-risk model. Market price risks in the automotive division for interest rate and currency hedges and the investment risks associated with asset management within those operations largely...

  • Page 230
    ... Zwischenholding GmbH The market price risk is due to fluctuation in the enterprise value of Porsche Zwischenholding GmbH. It affects the measurement of the put and call option and consequently their measurement in the balance sheet as well as the profit or loss reported in the income statement...

  • Page 231
    ...Prior-year market price risks in discontinued operations - the Porsche Zwischenholding GmbH group (formerly: Porsche subgroup) The disclosures below relate to the market price risk in the comparative period and until the date of deconsolidation in the current reporting period. 4.3.1 Market price...

  • Page 232
    ...Financials loss would have been â,¬57 million lower. If market interest rates had increased by 100 base points as of 31 July 2009, profit or loss would have been â,¬57 million higher. 4.3.1.3 Investment risk from asset management The Porsche Zwischenholding GmbH group had invested part of its cash...

  • Page 233
    ...for fixed-interest receivables and liabilities. Interest rate swaps, cross-currency interest swaps and other interest contracts are entered into to hedge against this risk under fair value or cash flow hedges, depending on market conditions. Intra-group financing arrangements are normally structured...

  • Page 234
    .... If market interest rates had decreased by 100 base points lower as of 31 July 2009, profit or loss would have been â,¬1 million higher as of that date. 4.4.1.3 Investment risk from asset management As of the prior-year reporting date, the Volkswagen group had invested part of its cash and cash...

  • Page 235
    ... fair value hedging on a portfolio basis, fixed-rate receivables and liabilities were hedged against changes in the risk-free base rate. The assets and liabilities included in this hedging strategy were measured at fair value for the remaining term. The resulting effects on the income statement...

  • Page 236
    ...Hedge accounting was not applied for the share price hedging strategy that was pursued in the prior year but abandoned in the reporting period. As a result of the sale of stock options shortly after the prior-year reporting date, the notional amounts of the stock price derivatives both on the assets...

  • Page 237
    ...The market value of financial instruments is determined by reference to stock market listings, reference prices or generally accepted calculation models such as the discounted cash flow method. The following term structure of interest rates is used where appropriate (amounts given in %): 31/7/2010...

  • Page 238
    ... from financial services Derivative financial instruments Hedge accounting Currency derivatives Interest derivatives Stock price derivatives Commodity futures contract Other derivatives Other financial receivables Financial guarantees Securities Measured at fair value Measured at amortized cost Cash...

  • Page 239
    ... from financial services attributable to discontinued operations was determined using the current market interest rates as of the reporting date instead of the internal interest rate. The fair value of the financial derivatives is presented in the balance sheet under other receivables and assets or...

  • Page 240
    ... 3 Total comprehensive income with effect on profit/loss recognized directly in equity Disposal (sales) As of 31 July 2010 Result recognized in profit or loss Other operating profit/loss thereof attributable to assets/liabilities held on reporting date Financial assets at fair value through profit...

  • Page 241
    ... 31/7/2010 â,¬ million Financial assets at fair value through profit or loss Designated upon initial recognition (FVtPL) Held for trading (HfT) Held to maturity investments (HtM) Loans and receivables (LaR) Available-for-sale financial assets (AfS) Financial liabilities at fair value through profit...

  • Page 242
    ...2009/101 â,¬ million Financial instruments at fair value through profit or loss Designated upon initial recognition (FVtPL) Held for trading (HfT) Held to maturity investments (HtM) Loans and receivables (LaR) Available-for-sale financial assets (AfS) Financial liabilities measured at amortized cost...

  • Page 243
    ...2010 2009 thereof continuing operations â,¬ million Hedging instruments used in fair value hedges Hedged items used in fair value hedges Ineffective portion of cash flow hedges 0 0 0 - 362 307 7 0 0 0 In discontinued operations, the ineffective portion of cash flow hedges represented the income...

  • Page 244
    ...same court in New York, with damages claimed totaling "several hundred million dollars". This claim was amended on 23 July 2010. Both complaints allege that Porsche SE's activities in connection with its acquisition of a stake in Volkswagen AG during the year 2008 constituted market manipulation and...

  • Page 245
    ... expenses. Legal proceedings are expected for the tax treatment of part of the stock option gains. Income tax provisions have been recognized for possible obligations arising from this litigation. Adequate provisions have been recognized for any financial costs from other court or arbitration...

  • Page 246
    ... and purchase options as well as escalation clauses. [34] Subsequent events Mr. Michael Macht stepped down from Porsche SE's executive board effective as of 30 September 2010. [35] Segment reporting Before the deconsolidation of the Volkswagen group and the Porsche Zwischenholding GmbH group...

  • Page 247
    ... executive board of Porsche SE now manages the remaining investments in Porsche Zwischenholding GmbH and Volkswagen AG on an aggregated basis only, based on the profit or loss from investments accounted for at equity. As separate assets these two investments do not meet the definition of operating...

  • Page 248
    ...operating profit) Segment total Consolidation Reclassification acc. to IFRS 5 Result after segment reporting Profit/loss before financial result and income tax (continuing operations)1 Financial result from continuing operations2 Profit before tax (continuing operations) Segment assets Segment total...

  • Page 249
    249 Volkswagen Segment total Reconciliation / Reclassification acc. to IFRS 5 2009/10 - 46,349 - 334 - 46,683 9 0 0 0 - 4,420 - 222 - 5,990 2008/09 - 57,081 - 373 - 57,454 1,124 - 171,587 - 698 - 720 - 5,816 - 353 - 7,769 2009/10 0 0 0 - 259 0 0 0 0 0 0 Porsche group 2009/10 44,594 311 44,905 -...

  • Page 250
    ... the asset is located. The information on non-current assets refers to intangible assets, property, plant and equipment, investment property and leased assets. All disclosures on sales to third parties refer to discontinued operations. Revenue from third parties â,¬ million Germany Rest of Europe...

  • Page 251
    ...": German Stock Corporation Act] Notification on 7 January 2004: Porsche AG received the following notification on 7 January 2004: "We are writing to inform you on behalf of Familien Porsche-Daxer-Piëch Beteiligung GmbH, which we represent in legal matters, with registered offices in Stuttgart...

  • Page 252
    ... of the entities listed below (hereinafter also referred to as the "notifying parties") and represented by them, which at the time of this notification directly or indirectly held shares in Porsche Automobil Holding SE (then operating under the name of Dr. Ing. h.c. F. Porsche Aktiengesellschaft) in...

  • Page 253
    ... No. 1 WpHG new version were held via the following controlled companies, whose share of voting rights amounted to 3% or more each: Notifying party Prof. Ferdinand Alexander Porsche GmbH, Salzburg, Austria Ing. Hans-Peter Porsche GmbH, Salzburg, Austria Gerhard Anton Porsche GmbH, Salzburg, Austria...

  • Page 254
    ...notifying party") in accordance with Sec. 21 (1) WpHG that its share of the voting rights held in Porsche Automobil Holding SE (formerly: Dr. Ing. h.c. F. Porsche Aktiengesellschaft), Porscheplatz 1, 70435 Stuttgart, exceeded the voting right thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75...

  • Page 255
    ... signed this notification hereby announce to you on behalf of and with the authorization of the individuals or entities listed under no. 1 and 2 below, which at the time of this notification directly or indirectly held shares in Porsche Automobil Holding SE (then operating under the name of Dr. Ing...

  • Page 256
    ...voting rights allocated to Ferdinand Karl Alpha Privatstiftung pursuant to Sec. 22 (1) Sentence 1 No. 1 WpHG are held via the following dependent companies whose voting share in Porsche Automobil Holding SE is 3% or more: Dipl. Ing. Dr. h.c. Ferdinand Piëch GmbH, FN 202342 m, with registered office...

  • Page 257
    ... of Familie Porsche Beteiligung GmbH, Grünwald, Germany, as a correction to the announcement of 3 January 2003 pursuant to Sec. 21 (1) WpHG, that the share of voting rights in Porsche Automobil Holding SE (at that time operating under the name Dr. Ing. h.c. F. Porsche Aktiengesellschaft...

  • Page 258
    ... Daxer-Piëch GmbH, Stuttgart Prof. Ferdinand Alexander Porsche GmbH, Salzburg, Ferdinand Alexander Porsche GmbH, Stuttgart Ing. Hans-Peter Porsche GmbH, Salzburg, Hans-Peter Porsche GmbH, Stuttgart 3% or more of the voting rights arising from the shares of the following shareholders were allocated...

  • Page 259
    ... of Familie Porsche Beteiligung GmbH, Grünwald, Germany, as a correction to the announcement of 3 January 2003 pursuant to Sec. 21 (1) WpHG, that the share of voting rights in Porsche Automobil Holding SE (at that time operating under the name Dr. Ing. h.c. F. Porsche Aktiengesellschaft...

  • Page 260
    ... WpHG on the basis of a consortium agreement. The share of voting rights allocated to the following shareholders in accordance with Sec. 22 (2) WpHG came to 3% or more: Ferdinand Piëch GmbH, Hans-Michel Piëch GmbH, Porsche GmbH, all based in Stuttgart, Germany. Allocation as of today 75.57% of the...

  • Page 261
    ... Holding Germany GmbH, Frankfurt am Main, Germany, that its direct voting rights in Porsche Automobil Holding SE exceeded the thresholds of 3% and 5% and reached the threshold of 10% on 18 December 2009 and amounted to 10% of the voting rights of Porsche Automobil Holding SE (8,750,000 voting rights...

  • Page 262
    ...and operating policies of the entity, but do not control it. In the fiscal year 2009/10, this concerns members of the supervisory board and the executive board of Porsche SE as well as their close family members. Before the deconsolidation of the Volkswagen group and the Porsche Zwischenholding GmbH...

  • Page 263
    ...time, business relations existed with the Volkswagen group from deliveries relating to the vehicle and parts business and from consulting and development services. The transactions were charged at arm's length conditions. In addition, shares from the mandatory offer for shareholders of Audi AG worth...

  • Page 264
    ...of the 2007 and/or 2009 spin-off, the purchase price payable by Volkswagen AG for transfer of the remaining 50.1% share in Porsche Zwischenholding GmbH will be increased by the present value of the tax advantages in the event that Porsche SE exercises its put options. In order to hedge any remaining...

  • Page 265
    ... between the Porsche SE group and its related parties as well as existing receivables and liabilities. Supplies and services rendered â,¬ million Porsche and Piëch families Volkswagen AG (prior to initial consolidation) Members of the executive board and the supervisory board Joint ventures...

  • Page 266
    ... service on the executive board in discontinued operations that has been taken into account pro rata temporis includes both fixed and variable components. The executive board remuneration comprises a long-term incentive amounting to â,¬0.3 million. The prior-year amount includes severance payments...

  • Page 267
    ... In accordance with the disclosure requirements of Sec. 314 (1) No. 9 HGB, other services include advisory services of â,¬4.1 million rendered to Volkswagen AG and its subsidiaries prior to deconsolidation of the Volkswagen group on 3 December 2009 (in the prior year from the date of initial full...

  • Page 268
    ... on 20 November 2009 and made it permanently accessible to the shareholders of Porsche SE on the homepage www.porsche-se.com. The next declaration of compliance is scheduled for 13 October 2010. Stuttgart, 1 October 2010 Porsche Automobil Holding SE The executive board Prof. Dr. Martin Winterkorn...

  • Page 269
    ... a fair review of the development and performance of the business and the position of the group, together with a description of the principal opportunities and risks associated with the expected development of the group. Stuttgart, 1 October 2010 Porsche Automobil Holding SE The executive board...

  • Page 270
    ... by Porsche Automobil Holding SE, Stuttgart, comprising the income statement, the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity as well as the notes to the financial statements, together with the combined management report for...

  • Page 271
    ... board of Porsche Automobil Holding SE Dr. Wolfgang Porsche (Chairman) A) Dr. Ing. h.c. F. Porsche AG, Stuttgart (chairman) 1) Volkswagen AG, Wolfsburg Porsche Holding GmbH, Salzburg (chairman) Porsche Ges.m.b.H., Salzburg (chairman) Porsche Retail GmbH, Salzburg (chairman) (since 25 February 2010...

  • Page 272
    ...HGB) As of 31 July 2010 or the date on which members left the supervisory board of Porsche Automobil Holding SE. A) Membership in German statutory supervisory boards B) Comparable offices in Germany and abroad 1) 2) 3) 4) 5) 6) Until 30 November 2009 Dr. Ing. h.c. F. Porsche AG (HRB no. 722287...

  • Page 273
    .../N. Porsche Consulting Italia S.r.l., Milan (until 11 December 2009) B) (Disclosures pursuant to Sec. 285 No. 10 HGB) As of 31 July 2010 or the date on which members left the executive board of Porsche Automobil Holding SE. A) Membership in German statutory supervisory boards B) Comparable offices...

  • Page 274
    ... Balance sheet of Porsche Automobil Holding SE as of 31 July 20101 â,¬ million Assets Non-current assets Intangible assets Property, plant and equipment Financial assets Current assets Trade receivables Other receivables and assets Securities Cash and cash equivalents 31/7/2010 31/7/2009...

  • Page 275
    275 Income statement of Porsche Automobil Holding SE for the period from 1 August 2009 to 31 July 2010 â,¬ million Revenue Total operating performance Other operating income Cost of materials Personnel expenses Amortization and depreciation Other operating expenses Income from investments Interest...