Porsche 2012 Annual Report Download

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Annual Report

Table of contents

  • Page 1
    Annual Report

  • Page 2
    Key figures 2012 IFRS Porsche SE group Total assets Shareholders' equity 2 Investments accounted for at equity Personnel expenses Financial result Profit/loss before tax Profit/loss for the year Earnings per ordinary share 3 Earnings per preference share 3 Net liquidity Employees on 31 December â,¬...

  • Page 3
    Investments of Porsche SE Stake of ordinary shares 50.7 % (Stake of total capital 32.2 %) Status 31 December 2012

  • Page 4

  • Page 5
    2012

  • Page 6

  • Page 7
    3

  • Page 8
    ...8 Letter to our shareholders Company boards of Porsche Automobil Holding SE 32 Group management report and management report of Porsche Automobil Holding SE 10 32 14 Significant events Business development Capital market Results of operations, financial position and net assets Report of the...

  • Page 9
    ...to the consolidated financial statements 256 Responsibility statement Auditors' report of the group auditor Other disclosures Membership in other statutory supervisory boards and comparable domestic and foreign control bodies 257 258 259 262 Balance sheet of Porsche Automobil Holding SE 263...

  • Page 10
    6 Conzept study Porsche Panamera Sport Turismo

  • Page 11
    7

  • Page 12
    ... improved considerably as of 31 December 2012 to 2.6 billion euro. Porsche SE has therefore developed into a financially strong holding company and is today in an excellent position. As the anchor shareholder of Volkswagen AG, Porsche SE, and in the future our shareholders as well, will benefit...

  • Page 13
    ... contribution of its holding business operations to Volkswagen AG. Moreover, Porsche SE significantly improved its financial results, in particular by repaying its liabilities to banks in full. And you, our shareholders, should also benefit from the positive development of the company. This is why...

  • Page 14
    ... Investment management Werner Weresch* Member of the SE works council of Porsche Automobil Holding SE Deputy chairman of the group works council and member of the general works council of Dr. Ing. h.c. F. Porsche AG Member of the works council Zuffenhausen / Ludwigsburg (as of 31 December 2012...

  • Page 15
    ... executive board of Porsche Automobil Holding SE (until 29 February 2012) Deputy chairman of the executive board of Dr. Ing. h.c. F. Porsche AG Hans Dieter Pötsch Diplom-Wirtschaftsingenieur Chief Financial Officer of Porsche Automobil Holding SE Member of the board of management of Volkswagen AG...

  • Page 16
    12 1 To our shareholders The executive board Philipp von Hagen Investment management Member of the executive board Hans Dieter Pötsch Finance Member of the executive board

  • Page 17
    13 Prof. Dr. Dr. h.c. mult. Martin Winterkorn Chairman of the executive board Matthias Müller Strategy and corporate development Member of the executive board

  • Page 18
    ..., Porsche SE has become a financially strong holding company with attractive potential for increasing value added, with clear, sustainable structures and a solid outlook for the future. As the largest shareholder in Volkswagen AG, Porsche SE continues to hold the majority of the ordinary shares in...

  • Page 19
    ... at the annual general meeting of Volkswagen AG regarding the exoneration of the management for the fiscal year 2011 and the election of members of the supervisory board, the voting behavior of Porsche Zwischenholding GmbH at the annual general meeting of Dr. Ing. h.c. F. Porsche Aktiengesellschaft...

  • Page 20
    ... behavior of Porsche Zwischenholding GmbH at the annual general meeting of Dr. Ing. h.c. F. Porsche Aktiengesellschaft regarding the exoneration of the members of management for the fiscal year 2011. At the second ordinary meeting on 25 June 2012, the supervisory board obtained information on the...

  • Page 21
    ... the company management with special focus on the accounting process, the effectiveness of the systems of internal control, compliance, risk management and the internal audit function and the independent audit of the financial statements. The audit committee has four members: Prof. Dr. Ulrich...

  • Page 22
    18 1 To our shareholders Report of the supervisory board At its meeting on 1 March 2012, the audit committee focused on the separate financial statements and consolidated financial statements for the fiscal year 2011, the combined management report, the current risk report and the recommendation ...

  • Page 23
    ... of Porsche SE or the fact that individual supervisory board members are also members of the supervisory boards of Porsche SE and Volkswagen AG or Dr. Ing. h.c. F. Porsche Aktiengesellschaft, conflicts of interest can arise for these supervisory board members in individual cases. This was a key...

  • Page 24
    ...business to Volkswagen AG in the company's separate financial statements and consolidated financial statements as well as Porsche SE's recognition and measurement of the legal risks. In accordance with Sec. 313 AktG, the audit of financial statements included a review of the executive board's report...

  • Page 25
    ...'s operating business to Volkswagen AG in the company's separate financial statements and consolidated financial statements as well as Porsche SE's recognition and measurement of the legal risks. Representatives of the auditor attended the meeting of the supervisory board on the relevant point of...

  • Page 26
    ... Philipp von Hagen was appointed to the executive board of Porsche SE on 1 March 2012. Mr. von Hagen is responsible for the investment management function. Hans Baur laid down his office as a member of the supervisory board of Porsche SE on 31 December 2011. As his successor, Mr. Hansjörg Schmierer...

  • Page 27
    23 Thanks The supervisory board expresses its gratitude to the executive board and all employees in acknowledgment of their outstanding work and unflagging commitment to the company in the past fiscal year. Stuttgart, 13 March 2013 Supervisory board Dr. Wolfgang Porsche Chairman

  • Page 28
    ... our shareholders Responsible, transparent and efficient corporate governance is an integral part of Porsche Automobil Holding SE's corporate culture. Corporate management by the executive board The executive board has sole responsibility for the management of Porsche SE and the Porsche group and...

  • Page 29
    ... 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 task of Porsche SE's Chief Compliance Officer...

  • Page 30
    ... board resolution, resolutions in the integrated automotive group committee had to be passed unanimously. The committee was established until 31 December 2012 and therefore no longer exists. Rights of the shareholders Porsche SE's share capital is equally divided into ordinary shares and preference...

  • Page 31
    ...are directly appointed to office following their election by the Porsche SE works council. Even if no such agreement had been made, the annual general meeting would be bound by the nominations of the employees when electing employee representatives. www.porsche-se.com, Financial reporting and annual...

  • Page 32
    ... in Directors' dealings Pursuant to Sec. 15a German Securities Trading Act (WpHG), members of the executive board and supervisory board as well as other management personnel and persons closely related to them must disclose the purchase and sale of Porsche shares and related financial instruments...

  • Page 33
    ...in the future. Porsche Automobil Holding SE publishes voting rights notifications by our shareholders in accordance with the German Securities Trading Act (WpHG) as required by this law. Notifications concerning the purchase and sale of Porsche preference shares by members of the executive board and...

  • Page 34
    30 2 The company Group management report Volkswagen XL 1

  • Page 35
    31

  • Page 36
    ...Automobil Holding SE ("Porsche SE" or "company"), Stuttgart, and Volkswagen Aktiengesellschaft, Wolfsburg, ("Volkswagen AG" or "VW") achieved their shared goal of creating the integrated automotive group on 1 August 2012. The executive board of Porsche SE and the board of management of Volkswagen AG...

  • Page 37
    ... of 4.75 billion euro in the consolidated financial statements of Porsche SE. Immediately following the contribution of the holding business operations, the equity investment in Volkswagen AG as well as income tax assets and cash and cash equivalents remained in Porsche SE's consolidated financial...

  • Page 38
    ... on these ordinary shares were canceled. Since the transaction was executed, Porsche SE has become a financially strong holding company with attractive potential for increasing value added, with clear, sustainable structures and a solid outlook for the future. Porsche AG and Volkswagen AG will be...

  • Page 39
    ...), Prof. Dr. Dr. h.c. mult. Martin Winterkorn, and the Chief Financial Officer (CFO), Mr. Hans Dieter Pötsch, by five years, effective from 25 November 2012. Both members of the executive board will perform their functions alongside their respective roles on the board of management of Volkswagen AG...

  • Page 40
    ... 2012. Some of the new applications are also directed against Volkswagen AG and in one case against Porsche AG. All of the claims alleged in conciliatory proceedings relate to alleged lost profits or alleged losses incurred estimated by the market participants to total approximately 3.3 billion euro...

  • Page 41
    ... market manipulation in connection with the acquisition of a shareholding in Volkswagen AG in 2008. The plaintiff based the alleged damage on alleged losses incurred due to a total of 205 investment decisions (comprising purchases and sales of VW ordinary shares) on 27 October 2008. On 27 June 2012...

  • Page 42
    ...down his office as a member of the supervisory board of Porsche AG on 31 December 2011. Mr. Bernd Kruppa was appointed as his successor by the Stuttgart Local Court on 15 February 2012. est sales market in the world. Prof. Dr. Jochem Heizmann, the member of the group board of management responsible...

  • Page 43
    ... Osnabrück starts production of Porsche Boxster The first Porsche Boxster to be produced in Lower Saxony rolled off the production line at Volkswagen's Osnabrück plant on 19 September 2012 in the presence of Prof. Dr. Martin Winterkorn, chairman of the board of management of Volkswagen AG, David...

  • Page 44
    40 2 The company Group management report

  • Page 45
    41 Business development Mixed picture in automotive market in difficult macroeconomic environment The global economy grew less strongly in the reporting year 2012 than in the prior year. According to information from the International Monetary Fund (IMF), the increase in economic performance was ...

  • Page 46
    ... statements on sales, production, financial services and employees take into account the operational developments of the Volkswagen group and - until the contribution of the holding business operations of Porsche SE to Volkswagen AG, effective 1 August 2012 - of the Porsche Holding Stuttgart...

  • Page 47
    ...the North American market, unit sales of 896,171 thousand vehicles by the group were 32.2 percent above the prior-year figure. Unit sales in South America increased by 13.9 percent in comparison to the prior year, coming to 1,074,633 vehicles. In the AsiaPacific region, demand for the group's models...

  • Page 48
    ...in Europe are Volkswagen Bank GmbH, Volkswagen Leasing GmbH and Volkswagen Versicherungs-dienst GmbH. Financial Services activities in North America are performed by VW CREDIT, INC. Volkswagen Leasing GmbH acquired the dealer-owned rental company Euromobil on 1 January 2012. The acquisition expanded...

  • Page 49
    ... December 2012, the Porsche SE group had 29 employees (31 December 2011: 31 employees). The Volkswagen group employed 549,763 people as of 31 December 2012. This was 9.5 percent more than as of 31 December 2011 (501,956). This increase is primarily due to the full consolidation of Porsche and Ducati...

  • Page 50
    ... 673 points. The price of Porsche SE's preference share followed the general upward trend, but saw more dynamic development than the overall market in the second half of the reporting period. The share closed 2012 at a price of 61.70 euro, a high for the year. This corresponds to a price increase of...

  • Page 51
    ... of ordinary shares of Porsche SE also own Porsche SE preference shares. Annual general meeting of Porsche SE Around 4,200 shareholders attended the annual general meeting of Porsche SE held on 25 June 2012 at the Stuttgart trade fair center. The dividend approved for fiscal year 2011 amounts...

  • Page 52
    ... (3.4 billion euro) and to the positive effect on profit on the investments accounted for at equity in Volkswagen AG and Porsche Holding Stuttgart GmbH (1.3 billion euro in total). Other operating income of 3,847 million euro for the fiscal year 2012 (prior year: 12 million euro) mainly contains...

  • Page 53
    ... from loans, came to minus 30 million euro (prior year: minus 185 million euro). The marked improvement in the financial result is mainly attributable to the repayment in full of the liabilities to banks in August 2012. In addition, as the accounting for the investment in Porsche Holding Stuttgart...

  • Page 54
    ...holding business operations of Porsche SE to Volkswagen AG, and the full repayment of the liabilities to banks. As of 31 December 2012, the non-current assets of the Porsche SE group essentially comprise the investment accounted for at equity in Volkswagen AG of 27,517 million euro (31 December 2011...

  • Page 55
    ... 2011, was transferred to Volkswagen AG as part of the contribution of the holding business operations of Porsche SE effective as of 1 August 2012. Due to the contribution of loan receivables due from companies of the Porsche Holding Stuttgart GmbH group and of the put option on the remaining shares...

  • Page 56
    ... its investment in Porsche Holding Stuttgart GmbH, Porsche SE currently acts essentially as a holding company for its investments in the operating company Volkswagen AG. The Porsche SE group's results of operations in the past fiscal year 2012 were influenced in particular by the one-time special...

  • Page 57
    ... in full of the liabilities to banks. Porsche SE is now a financially strong holding company with attractive potential for increasing value added, with clear, sustainable structures and a solid outlook for the future. Additional information on the composition and development of the items in the...

  • Page 58
    ...to banks with part of the consideration received from Volkswagen AG in return. Interest income decreased from 190 million euro in the fiscal year 2011 to 116 million euro as a result of the contribution to Volkswagen AG of loan liabilities due to companies of the Porsche Holding Stuttgart GmbH group...

  • Page 59
    55 Income statement of Porsche Automobil Holding SE â,¬ million Other operating income Personnel expenses Other operating expenses Income from investments Depreciation of financial assets Interest result Income from ordinary activities Income taxes Other taxes Net profit Withdrawals from retained ...

  • Page 60
    ... the investment held in Volkswagen AG, which is recognized at cost in the separate financial statements. Porsche SE's receivables recorded in the prior year primarily contained loan receivables from Porsche Holding Stuttgart GmbH (2,703 million euro) and from Porsche AG (1,313 million euro). These...

  • Page 61
    57 Balance sheet of Porsche Automobil Holding SE as of 31 December 2012 â,¬ million Assets Financial assets Receivables Other receivables and assets Cash and cash equivalents Prepaid expenses 31/12/2012 31/12/2011 21,487 5 823 2,862 3 25,180 24,771 4,030 228 460 5 29,494 Equity and ...

  • Page 62
    ... annual general meeting by the time the financial statements were authorized by the executive board. Dependent company report drawn up As in previous years, in accordance with Sec. 312 AktG, Porsche SE has drawn up a report on relations with companies affiliated with holders of its ordinary shares...

  • Page 63
    ... the Porsche SE executive board, which was last amended in the fiscal year 2009/10, and decided on further amendments. These pertain to the remuneration structure for the executive board members Matthias Müller (strategy and corporate development) and Philipp von Hagen (investment management), for...

  • Page 64
    ... investment strategy, Positioning Porsche SE on the capital market as a powerful investment platform and profit- and risk-based management of the investment portfolio. For each fiscal year completed, the executive Since the fiscal year 2012, all members of the executive board of Porsche SE, except...

  • Page 65
    ... service on the executive board of Porsche SE. Remuneration of the members of the executive board according to Secs. 285 No. 9a, 314 (1) No. 6a HGB for the fiscal year 2012 Non-performancerelated components Performancerelated components thereof long-term incentive1 Total in â,¬ Prof. Dr. Dr...

  • Page 66
    ...The company Group management report percentage increases by one percentage point for each full year of active service on the executive board of Porsche SE. The defined maximum is 40 percent. As of 31 December 2012, Mr. von Hagen has a retirement pension entitlement of 25 percent of his fixed annual...

  • Page 67
    ... the fiscal year 2011. The members of Porsche SE's executive board received a fixed basic component from the company in the fiscal year 2011. In addition, Prof. Dr. Winterkorn and Mr. Pötsch received benefits in kind in the form of the use of company cars in the fiscal year 2011. Porsche SE bore...

  • Page 68
    ... totaling 2,181,631 euro for its service at Porsche SE in the fiscal year 2012. This amount includes fixed components of 724,972 euro and variable components of 1,456,659 euro. Beyond this, the supervisory board members did not receive any other remuneration or benefits in the past fiscal year 2012...

  • Page 69
    ...service at Porsche SE in the fiscal year 2011 totaled 1,033,420 euro. This amount includes fixed components of 744,500 euro and variable components of 288,920 euro. Beyond this, the supervisory board members did not receive any other remuneration or benefits in the fiscal year 2011 for any services...

  • Page 70
    66 2 The company Group management report Remuneration of the members of the supervisory board according to Secs. 285 No. 9a, 314 (1) No. 6a HGB for the fiscal year 2011 Non-performancerelated components 98,000 97,500 49,000 1 in â,¬ Dr. Wolfgang Porsche Uwe Hück Hans Baur 1 1 ...

  • Page 71
    ... board of the company. He received no remuneration for holding other offices in the Porsche Holding Stuttgart GmbH group for the fiscal year 2012. Mr. Edig's remuneration for serving on the executive board of Porsche AG is taken into account until his departure from the executive board of Porsche SE...

  • Page 72
    ... SE in the fiscal year, total remuneration for Prof. Dr. Winterkorn and Mr. Pötsch includes remuneration for serving on the board of management of Volkswagen AG, as well as for holding other offices in the Volkswagen group and in the Porsche Holding Stuttgart GmbH group in the fiscal year 2012...

  • Page 73
    ..." and "productivity" indicators as well as the participation rate and results of employee surveys. The Growth Index is calculated using the "deliveries to customers" and "market share" indicators. The Return Index is derived from the return on sales and the dividend per ordinary share. The indices...

  • Page 74
    ... Porsche SE's executive board, they were members of the executive board of Porsche AG in the fiscal year 2012 and received remuneration for their service. The management of Porsche Holding Stuttgart GmbH, which, except for one member, comprises the same individuals as the executive board of Porsche...

  • Page 75
    ... executive board of Porsche AG for fiscal 2012 and for Prof. Dr. Winterkorn and Mr. Pötsch additionally remuneration for their service on the board of management of Volkswagen AG and for their other offices in the Volkswagen group and in the Porsche Holding Stuttgart GmbH group in the fiscal year...

  • Page 76
    72 2 The company Group management report The remuneration of Mr. Edig for service on the executive board of Porsche AG is taken into account until his departure from the executive board of Porsche SE effective as of the end of the day on 29 February 2012. The short-term performancebased ...

  • Page 77
    ...which accounts for most of the fixed individual remuneration for members of the board of management received from Volkswagen AG. Starting at 50 percent, the individual percentage increases by two percentage points for each year of service. The executive committee of Volkswagen AG's supervisory board...

  • Page 78
    74 2 The company Group management report Remuneration of the supervisory board Porsche Holding Stuttgart GmbH (and thus also Porsche AG) and Volkswagen AG as well as their subsidiaries were still group entities as defined by Sec. 18 AktG in the fiscal year 2012. Therefore, the total remuneration ...

  • Page 79
    ... Total 2 1 The figures in the table above take into account the remuneration received in the Porsche Holding Stuttgart GmbH group and in the Volkswagen group that are no group companies of Porsche SE as defined by IFRSs. These employee representatives have declared that their supervisory board...

  • Page 80
    ...non-financial performance indicators of the Volkswagen group. These value drivers help raise the value of this significant investment held by Porsche SE in the longterm. They include newly developed products, the processes in the fields of research and development, procurement, production, sales and...

  • Page 81
    ... within the group and the brands, using standardized structures, processes and reports. It strategically aligns all CSR activities and acts as a guidance unit for internal management processes and dialog with stakeholders. CSR project teams work on current topics across business areas, such...

  • Page 82
    ... boxer gasoline engines with direct fuel injection and improved efficiency based on electrical system recuperation, thermal management and start/stop function. The new 2.7-liter engine of the delivers 315 hp (232 kW), an increase of 5 hp. The Cayenne GTS debuted at Auto China 2012 in Beijing...

  • Page 83
    ... Volkswagen's brand image. Volkswagen took account of special customer and market requirements in key regions outside Europe through product upgrades and country-specific models. The biggest selling model in Brazil overall, the Gol, and its notchback derivative, the Voyage, were upgraded in 2012...

  • Page 84
    ... over the course of the year. In the future, the MQB will form the technical foundation for a large number of models under the Volkswagen Passenger Cars, Audi, SEAT and Å KODA brands. This means that innovations in the areas of infotainment and driver assistance systems, for example, will be widely...

  • Page 85
    ...number of universities. Research and development costs In the fiscal year 2012, research costs and development costs in the Volkswagen group totaled 9,515 million euro; in the fiscal year 2011, they came to 7,203 million euro. Of these development costs, a total of 2,615 million euro was capitalized...

  • Page 86
    82 2 The company Group management report

  • Page 87
    ... components and raw materials in the Volkswagen group In the reporting period, the supply situation was dominated by growing vehicle sales in China, North and South America, as well as the further increase in demand in all segments for vehicles with high-quality equipment features. Because of this...

  • Page 88
    ... the cost targets set as part of the group's Strategy 2018, and these were also systematically implemented in 2012. One of these measures is implementing the C3 Sourcing (Cost-Competitive Country Sourcing) program to develop affordable procurement markets. The objective of this program is to use...

  • Page 89
    ... process so that the company can react even more quickly in the future to vehicle problems and help its customers ex gratia repair costs. The Volkswagen group's production locations The Volkswagen group's production network was extended by five locations in 2012, and consisted of a total...

  • Page 90
    ...Volkswagen commercial vehicles are already assembled by Volkswagen's Indonesian partner Indomobil. The start of engine production in Silao in Mexico in 2013 marked the opening of the Volkswagen group's 100th plant and added additional capacity for local production to the production network in North...

  • Page 91
    ...leading automobile manufacturer in the world. With the "Volkswagen Way", the Volkswagen group aims to improve its efficiency, productivity, quality, communication, cooperation, ergonomics and teamwork. Volkswagen does this by permanently avoiding waste and by perfecting work The group's value-driven...

  • Page 92
    ... "Automotive Lean Production Award 2012" from trade magazine "Automobil Produktion". This year, the Volkswagen group opened a training center for optimizing production and management processes at the main ŠKODA production facility in Mladá Boleslav. Continuously qualifying employees is an integral...

  • Page 93
    ...order to increase sales volumes and market share, lift earnings contributions and sales efficiency, and decrease costs at the same time. In 2012, the Volkswagen group integrated dealers more tightly into the group's IT systems environment; this is part of its distribution network strategy and serves...

  • Page 94
    90 2 The company Group management report Service quality The Volkswagen group's goal is to improve global service quality and thus increase customer satisfaction in the area of service. As the direct interface with the customer, the starting point in customer satisfaction is the dealership ...

  • Page 95
    ...were in training. At the end of the fiscal year 2012, the Volkswagen group employed 549,763 people. The number of employees has thus increased by 9.5 percent compared to the figure as of 31 December 2011. A total of 249,470 people were employed in Germany (plus 10.9 percent). The German share of the...

  • Page 96
    ... Volkswagen AG and Volkswagen Financial Services AG took part in this two-year development and training program in December 2012. 163 talented employees have already completed it. The focus of Volkswagen's vocational training is on the professional development of the participants. They also benefit...

  • Page 97
    ...trainees at other Volkswagen subsidiaries and investment companies have now also had the opportunity to help with the maintenance work on the memorial site in Auschwitz. On completion of their training, since 2006 young people at the start of their career have had the opportunity to take part in the...

  • Page 98
    ... to increase this to around 30 percent. Volkswagen therefore specifically recruits female talent, for example by offering special information days for industrial and technical vocational training at Volkswagen and career experience days for young women. The company has participated for many years in...

  • Page 99
    ... a high level of working time flexibility and a range of part-time and shift models, as well as local and on-site childcare facilities. Volkswagen offers meetings and seminars for employees on parental leave in order to retain contact with employees on parental leave and help ease their transition...

  • Page 100
    ...brands. Volkswagen places tremendous value on facilitating the flow of ideas and improvement suggestions from its employees into the work organization and production process. The input of employees is screened and evaluated by Volkswagen Ideas Management, which is represented at all German locations...

  • Page 101
    ... same time, Volkswagen uses improvements along the entire product development process to guarantee that the quality of workplaces and the strains on employees that arise as a result of production are already taken into account in the planning and design stages of vehicle models. The common objective...

  • Page 102
    ..., funds for the Volkswagen AG direct pension commitment have been invested in the capital markets by the company pension fund administered in trust by Volkswagen Pension Trust e.V. At the end of 2012, an additional 22 group companies in Germany made use of this facility. A total of 3,009 million...

  • Page 103
    ... are created. Volkswagen's factory planners can use the "digital factory," for example, to virtually walk through the future production buildings long before the ground is broken. IT ensures that employees on the production line can build the right vehicle at the right time using the "Fertigungs...

  • Page 104
    ...reaching these goals. count at all locations. The main pillars are the group's globally applicable environmental principles for products and production. Since 2010, these efforts have been supported by a group-wide energy management system. Since 1995, Volkswagen's German locations have voluntarily...

  • Page 105
    ...make production more efficient. These initiatives identify potential, develop strategies and solutions, and implement measures. Examples include the Volkswagen Passenger Cars brand's "Think Blue. Factory." initiative and the Å KODA brand's "GreenFuture" initiative. Examples from the reporting period...

  • Page 106
    102 2 The company Group management report emissions by 30 percent at the Lamborghini brand's Italian location in Sant'Agata Bolognese in the reporting period. Warm forming of sheet steel is an example of a case where saving energy can also sometimes mean that more energy is used initially. This ...

  • Page 107
    ... new engines feature turbocharging, direct injection and a start-stop system as a standard feature. In addition, they make use of other fuel-saving technologies such as intelligent thermomanagement for reducing mechanical and energy losses, recuperation, demand-driven auxiliary power unit management...

  • Page 108
    ... Group management report good starting point for efficient vehicle propulsion now and in the future. They can be combined with electrical components on a modular basis to produce hybrid drives. Plug-in versions of these vehicles can be recharged via electrical outlets and - depending on the model...

  • Page 109
    ... customers, or to make it attractive for them - for example by providing new services and business models, such as mobile online services that give details on battery charge levels and recharging options. Volkswagen will manufacture not only the bodywork but also the core components of electric cars...

  • Page 110
    106 2 The company Group management report

  • Page 111
    ... risk management system relevant for the financial reporting process Porsche SE contributed its holding business operations and in particular also its 50.1 percent investment in Porsche Holding Stuttgart GmbH to Volkswagen AG with economic effect as of 1 August 2012. Volkswagen AG now directly holds...

  • Page 112
    ...adjustments to the carrying amount of this investment accounted for at equity and the inclusion and consolidation of the Porsche SE subsidiary's reporting package are processed at group level. tion of the financial statements is ensured by means of unambiguous rules. Testing for reasonableness, the...

  • Page 113
    ... companies included in the consolidated financial statements were implemented with the involvement of Porsche SE's internal audit function. The accounting-related internal control system and the guidelines are subject to appropriateness reviews and are updated on an ongoing basis. Risk management...

  • Page 114
    ...The 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 investment in Volkswagen AG is taken into account within the group risk management system. Regular communication, for example...

  • Page 115
    ...a significant financial and risk indicator that reflects both the financing and the investment strategy and that is therefore included in the regular reporting. Porsche SE's risks have changed in the fiscal year 2012 due to the contribution of its holding business operations to Volkswagen AG and are...

  • Page 116
    ... loan concluded in October 2011. They relate to an earnings indicator of Volkswagen AG and to the value of the shares in Volkswagen pledged by Porsche SE and therefore cannot be directly influenced by Porsche SE. During the fiscal year 2012 and as of 31 December 2012, the financial covenants...

  • Page 117
    ...due from companies in the Porsche Holding Stuttgart GmbH group. As part of the contribution, these receivables were transferred directly or indirectly to Volkswagen AG. As a result, there will be no direct default risk for Porsche SE in the future. Risk arising from the use of financial instruments...

  • Page 118
    ... For further information on financial risk management, and on the financial instruments used, please also refer to note [21] of the consolidated financial statements of Porsche SE as of 31 December 2012. Further risks in connection with the creation of the integrated automobile group As part of the...

  • Page 119
    ... Stuttgart against former members of the executive board Dr. Wendelin Wiedeking and Holger P. Härter in connection with allegations of information-based manipulation of the market in Volkswagen shares. sponding price hedging transactions relating to ordinary and preference shares in VW. Porsche SE...

  • Page 120
    ...against the two former members of the executive board Dr. Wiedeking and Mr. Härter in connection with allegations of breach of fiduciary duty. The Stuttgart public prosecutor brought charges against three managers of the finance department of Porsche SE with the Chamber for Commercial Crimes of the...

  • Page 121
    ... 2012. Some of the new applications are also directed against Volkswagen AG and in one case against Porsche AG. All of the claims alleged in conciliatory proceedings relate to alleged lost profits or alleged losses incurred estimated by the market participants to total approximately 3.3 billion euro...

  • Page 122
    ...complaint against Porsche SE at the Stuttgart Regional Court and asserted claims for damages against the company in the total amount of some 2 billion euro, based on allegations of market manipulation and inaccurate information in connection with the acquisition of a shareholding in Volkswagen AG in...

  • Page 123
    ... market manipulation in connection with the acquisition of a shareholding in Volkswagen AG in 2008. The plaintiff based the alleged damage on alleged losses incurred due to a total of 205 investment decisions (comprising purchases and sales of VW ordinary shares) on 27 October 2008. On 27 June 2012...

  • Page 124
    ...2013. A total of four reminder notices were served on the company in December 2011 and January 2012, asserting alleged claims for damages based on allegations of market manipulation and of inaccurate information or the omission of information, for a total of approximately 31 million euro. Porsche SE...

  • Page 125
    ... of Stuttgart is final and legally binding. decision of the Regional Court of Stuttgart of 28 May 2010 in favor of Porsche SE. The dismissal of the appeal against the denial of leave to appeal clarifies that the resolutions of the annual general meeting on the exoneration of the executive board and...

  • Page 126
    122 2 The company Group management report Tax risk The contribution of the holding business operations of Porsche SE to Volkswagen AG is generally associated with tax risks. To safeguard the transaction from a tax point of view, and thus avoid subsequent taxes for the spin-offs performed in the ...

  • Page 127
    ... financial reporting process The Volkswagen group's accounting is organized along decentralized lines. For the most part, accounting duties are performed by the consolidated companies themselves or entrusted to the group's centralized shared service centers. The financial statements of Volkswagen AG...

  • Page 128
    ... Controlling department and reflected in the financial reporting. Porsche Holding Salzburg, which was consolidated in 2011, was fully integrated into the Volkswagen group's existing systems in the reporting period. MAN SE, likewise consolidated in 2011, and Porsche AG, which was consolidated in 2012...

  • Page 129
    .... The results culminate in both regular and event-driven reporting to the board of management and supervisory board of Volkswagen AG. the future institutional structures in the euro zone. Imbalances in foreign trade and volatile financial markets are also contributing to a high level of uncertainty...

  • Page 130
    ...trading and sales companies of the Volkswagen group, for example efficient warehouse management and the profitability of the dealer network, are considerable. They meet them by taking appropriate measures. Although it remains difficult to finance business activities through bank loans, the financial...

  • Page 131
    ... affect the Volkswagen group's genuine parts business. to declines in individual market segments and an adverse effect on suppliers' financial position. In the second half of 2012, investors became more reluctant to invest in the automotive supply sector due to the drop in demand in Europe and the...

  • Page 132
    ...risk. Increased fuel and energy prices could lead to unexpected buyer reluctance, which could be further exacerbated by media reports. This is particularly the case in saturated automotive markets such as Western Europe, where demand could drop as a result of owners holding on to their vehicles for...

  • Page 133
    ... fiscal year 2012, the percentage of total registrations in Germany accounted for by business fleet customers increased to 12.7 percent (12.4 percent). The Volkswagen group's share of this segment rose to 47.7 percent (46.8 percent). In Europe, Volkswagen's extensive product range and target group...

  • Page 134
    130 2 The company Group management report Personnel risk The individual skills and technical expertise of the employees are a major factor contributing to the Volkswagen group's success. The aim of becoming the top employer in the automotive industry improves Volkswagen's chances of recruiting ...

  • Page 135
    ..., performance and energy efficiency. Volkswagen maintained this course in 2012 commissioning additional data centers at the Mladá Boleslav and Ingolstadt sites. In addition, measures are continuously taken to combat identified and anticipated risks during the software development process, when...

  • Page 136
    ...group's technological and financial capabilities, which are reflected, among other things, in its drive train and fuel strategy. The other main EU regulations affecting the automotive industry include · EU Directive 2009/33/EC on the promotion of clean and energy-efficient road transport vehicles...

  • Page 137
    ... countries in Eastern Europe, the USA and Canada). Enhancements to the product portfolio in the Power Engineering segment are focusing on improving the efficiency of the equipment and systems. In order to be optimally prepared for the third emissions trading period starting in 2013, the Volkswagen...

  • Page 138
    ...Volkswagen AG and the companies in which it is directly or indirectly invested become involved in legal disputes and official proceedings in Germany and internationally. In particular, such proceedings may occur in relation to suppliers, dealers, customers, employees, or investors. For the companies...

  • Page 139
    ... rates, raw materials prices, or share and fund prices. Management of financial and liquidity risks is the responsibility of the central group Treasury department, which minimizes these risks using nonderivative and derivative financial instruments. The board of management is informed of the current...

  • Page 140
    ...in full of Dr. Ing. h.c. F. Porsche AG to the Volkswagen group as of 1 August 2012, the increase in the equity interest in MAN SE and the acquisition of sports motorcycle manufacturer Ducati Motor Holding S.p.A. resulted in a large outflow of liquidity. However, the strong performance by the company...

  • Page 141
    ... capital base of the Volkswagen group with an eye toward future global growth and the systematic implementation of its Strategy 2018. This transaction increased not only the Volkswagen group's net liquidity, but also its equity. As part of risk management, the Volkswagen group uses residual value...

  • Page 142
    ... risks relating to the significant investment held in Volkswagen AG presented above and the specific risks of Porsche SE. The risk management system ensures that these risks can be controlled. Based on of the information currently available to us, the executive board has not identified any risks...

  • Page 143
    ... Stuttgart public prosecutor had launched investigations against all members of the supervisory board of Porsche SE from 2008 and a former employee in connection with the allegation of jointly aiding and abetting violation of the prohibition on market manipulation by omission. In early March 2013...

  • Page 144
    ...for the current year. The IMF sees the euro zone as a great downside risk for the global economy. The economists expect moderate rates of increase for economic growth in the USA. The key impetus for global economic development is expected to come from the emerging countries in Asia and South America...

  • Page 145
    ... to purchase price allocation, among other things - and the Financial Services Division. Starting in 2013, the Volkswagen group will report the Volkswagen Commercial Vehicles brand as part of the Commercial Vehicles, Power Engineering Business Area, in line with the management structure created...

  • Page 146
    ... new plants, developing technologies and platforms, and agreeing strategic partnerships. Disciplined cost and investment management remains an integral part of Strategy 2018. profit/loss from investments accounted for at equity attributable to Volkswagen AG. In the separate financial statements...

  • Page 147
    ...an existing loan liability due to a company of the Volkswagen group. Overall, on the basis of the current group structure, Porsche SE expects a low single-digit billioneuro profit after tax for the fiscal years 2013 and 2014. Stuttgart, 8 March 2013 Porsche Automobil Holding SE The executive board

  • Page 148
    ... the record figure for the prior year. Since the contribution of the holding business operations of Porsche SE to Volkswagen AG as of 1 August 2012, the Volkswagen group has owned 100 percent of the shares in the sports car manufacturer. Volkswagen group deliveries The Volkswagen group delivered...

  • Page 149
    ...in Western Europe in 2012 resulted in the Volkswagen group's deliveries to customers in this region declining year-on-year. Volkswagen group's sales figures were down on the prior year in all major markets here, apart from Germany and the United Kingdom. Vehicles sold in Western Europe accounted for...

  • Page 150
    ... models recorded stronger demand than in 2011. With a market share of 25.0 percent (prior year: 25.1 percent), the Volkswagen group maintained its market leadership. Deliveries in North America Demand for group vehicles in the US market grew by 34.2 percent year-on-year, outperforming the positive...

  • Page 151
    ... the highest growth rates. In Japan, the group's sales figures were up 14.4 percent year-on-year. The Beetle, Passat and Audi A6 models were particularly popular. Deliveries to customers continued to develop positively in the other markets in the Asia-Pacific region. However, the market slowed down...

  • Page 152
    148 Conzept study Audi crosslane coupé

  • Page 153
    149

  • Page 154
    ...to the consolidated financial statements 256 Responsibility statement Auditors' report of the group auditor Other disclosures Membership in other statutory supervisory boards and comparable domestic and foreign control bodies 257 258 259 262 Balance sheet of Porsche Automobil Holding SE 263...

  • Page 155
    ... Finance costs Financial revenue Financial result Profit/loss before tax Income tax Profit/loss for the year thereof attributable to shareholders of Porsche Automobil Holding SE non-controlling interests - hybrid capital investors Earnings per ordinary share (basic) Earnings per preference share...

  • Page 156
    ... income Consolidated statement of comprehensive income of Porsche Automobil Holding SE for the period from 1 January to 31 December 2012 â,¬ million Profit/loss for the year Other comprehensive income from investments accounted for at equity (after tax) Other comprehensive income after taxes Total...

  • Page 157
    153 Consolidated balance sheet of Porsche Automobil Holding SE as of 31 December 2012 â,¬ million Assets Investments accounted for at equity Other receivables and assets Non-current assets Other receivables and assets Income tax assets Cash, cash equivalents and time deposits Current assets Note...

  • Page 158
    154 3 Financials Consolidated statement of cash ï¬,ows/ Consolidated statement of changes in equity Consolidated statement of cash flows of Porsche Automobil Holding SE for the period from 1 January to 31 December 2012 â,¬ million 1. Operating activities Profit/loss for the year Change in other ...

  • Page 159
    155 Consolidated statement of changes in equity of Porsche Automobil Holding SE for the period from 1 January to 31 December 2012 Subscribed capital Capital reserves Retained earnings Accumulated profit Investments accounted for at equity3 Equity before noncontrolling interests Noncontrolling ...

  • Page 160
    ... year 2012 Basis of presentation Porsche Automobil Holding SE ("Porsche SE" or the "company"), as the ultimate parent of the Porsche SE group (Porsche SE and its subsidiaries), is a European Company (Societas Europaea) and is headquartered at Porscheplatz 1 in 70435 Stuttgart, Germany. The company...

  • Page 161
    ... group management report of Porsche SE were authorized for issue to the supervisory board by the executive board by resolution dated 8 March 2013. Consolidated group The consolidated financial statements of Porsche SE essentially include by means of full consolidation all companies in which Porsche...

  • Page 162
    ...SE, however, its investment in Volkswagen AG is accounted for in the consolidated financial statements of Porsche SE at equity. Prior to the contribution of the holding business operations to Volkswagen AG, Porsche SE did not have control within the meaning of IFRSs over this company despite holding...

  • Page 163
    ... of the holding business operations of Porsche SE, Volkswagen AG issued one new ordinary Volkswagen AG share, created by partly using an existing authorization, to Porsche SE and made a total payment of â,¬4,495 million to Porsche SE. From the point of view of the Porsche SE group, the executed...

  • Page 164
    ...thus directly resulted in income of â,¬3,430 million, which was recognized in other operating income. Due to the resolution to make the contribution, the investment in Porsche Holding Stuttgart GmbH ceased to be accounted for at equity in the Porsche SE consolidated financial statements in July 2012...

  • Page 165
    ... 31/12/2011 0 1 1 2 1 5 List of shareholdings of the group Share in capital as of 31/12/2012 % Fully consolidated entities Germany Porsche Beteiligung GmbH, Stuttgart Associates accounted for at equity Germany Volkswagen Aktiengesellschaft, Wolfsburg 32.2 1 100.0 Equity Profit/loss â,¬'000...

  • Page 166
    ... statements of Porsche SE as an associate. As of 31 December 2012, the market value of the investment in Volkswagen AG amounted to â,¬24,375 million (31 December 2011: â,¬15,524 million). The Volkswagen group reported the following figures for the fiscal year 2012: â,¬ million Non-current assets...

  • Page 167
    ... of the Porsche SE group, the consolidation principles applicable only within the Porsche Holding Stuttgart GmbH group and the Volkswagen group are also included in the explanations below. In the reporting period, the financial statements of all subsidiaries and investments accounted for at...

  • Page 168
    ... to hold shares in the previous subsidiary, such shares are measured at fair value on the date of loss of control. If the shares are listed on the stock exchange, the fair value of the shares on the date when control is lost is the product of the number of shares retained and the quoted market price...

  • Page 169
    ...Porsche Holding GmbH group approved by the management of the equity investments was used as a basis. One integral component of the corporate planning for the Porsche Holding Stuttgart GmbH group (Porsche Holding Stuttgart GmbH as well as Porsche AG and its subsidiaries) is the increase in the annual...

  • Page 170
    ...) as well as of those of the sports car business of the Porsche Holding Stuttgart GmbH group were taken into consideration. Even an isolated decrease in the sustainable EBIT margin by 20% or a growth rate of 0%, or an isolated increase in the weighted average cost of capital by 20% would not lead to...

  • Page 171
    ... applied for translating transactions to the euro are presented in the following tables. Balance sheet Closing rate Porsche SE group VW group1 Porsche SE group and Porsche Holding Stuttgart GmbH group1 31/12/2011 N/A 1.2725 2.4145 1.3217 8.1444 25.7840 N/A 100.1802 18.0502 N/A 1,500.1100 41.7640...

  • Page 172
    168 3 Financials Notes to the consolidated financial statements Income statement Average rate Porsche SE group Porsche Holding Stuttgart GmbH group2 VW group1 Porsche SE group and Porsche Holding Stuttgart GmbH group1 2011 N/A 1.3475 2.3253 1.3758 8.9978 24.5586 N/A 111.0040 17.2770 N/A 1,539....

  • Page 173
    ... year 2011. Since the contributions 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, those accounting policies applicable at the Porsche SE group only within the Porsche Holding Stuttgart...

  • Page 174
    ... on a straight-line basis, reflects the pattern of the assets' expected utility to the company. Higher depreciation rates are applied for some equipment used in shift operations. Depreciation is based on the following useful lives: Years Buildings Site improvements Technical equipment and machinery...

  • Page 175
    ... used under a finance lease, the lessee recognizes the individual assets and liabilities resulting from the lease at fair value or, if lower, the present value of the minimum lease payments. Items of property, plant and equipment are depreciated on a straight-line basis over the economic useful life...

  • Page 176
    .... An impairment test is performed at least once a year for goodwill, capitalized costs for products under development and intangible assets with an indefinite useful live. For intangible assets with finite useful lives, property, plant and equipment as well as investments accounted for at equity an...

  • Page 177
    ...due to a decrease in prices in the sales market, inventories are written down accordingly. Inventories of similar nature are generally measured using the weighted average cost method. Long-term development contracts Future receivables from long-term development contracts are recognized according to...

  • Page 178
    ... 3 Financials Notes to the consolidated financial statements amount of the contract costs incurred (zero profit method). If the total of accumulated contract costs and reported profits exceeds advance payments received, the development contracts are recognized as an asset under trade receivables...

  • Page 179
    ...recognized in profit or loss. In the Porsche SE group, financial instruments in the category held for trading can include derivative financial instruments. No financial assets or liabilities were classified as at fair value through profit or loss upon initial recognition in the 2012 reporting period...

  • Page 180
    ...recognized directly in equity. Derivative financial instruments The derivative financial instruments recognized in the consolidated financial statements of Porsche SE relate to an interest derivative that expired at the end of the 2011 reporting period and had been used to hedge interest rate risks...

  • Page 181
    ... Porsche SE's 50.1% of shares in Porsche Holding Stuttgart GmbH remaining prior to the contribution of the holding business operations to Volkswagen AG. For options that are not traded on an active market, IAS 39.48 et seq. requires that a suitable valuation technique or recent transaction be used...

  • Page 182
    ...nancial statements Cash, cash equivalents and time deposits The cash, cash equivalents and time deposits include checks, cash on hand and at banks. This item may also include cash and cash equivalents that are not freely available for use by the Porsche SE group. Deferred taxes Deferred tax assets...

  • Page 183
    ... in the income statement as profit from discontinued operations below the profit from continuing operations. The prior-year information in the income statement is restated accordingly. Under IFRS 5, non-current assets or groups of assets and liabilities are classified as held for sale if their...

  • Page 184
    ... amount is calculated using best estimates, including estimated cost increases. 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...

  • Page 185
    ... these transactions as a whole. If, for example, loans in the financial services sector are issued at below market interest rates to promote sales of new vehicles, revenue is reduced by the incentive arising from the loan. Revenue from long-term development contracts is recognized in accordance with...

  • Page 186
    ... the profit or loss from investments accounted for at equity are the determination of the fair value of assets and liabilities for which observable market data are not available when performing purchase price allocations, the impairment testing of financial and non-financial assets, the useful lives...

  • Page 187
    ..., the circumstances given when preparing the consolidated financial statements and assumptions as to the expected future development of the global and industry environment were used to estimate the company's future business performance. The estimates on which accounting is based are associated with...

  • Page 188
    ... to equity holders are accounted for in accordance with IAS 12 "Income Taxes" IAS 34 "Interim Financial Reporting": Consistency of disclosures relating to segment information for the sum of segment assets The amended standards are applicable for reporting years beginning on or after 1 January 2013.

  • Page 189
    ... investment entities are defined as a separate category of entities that, as parent companies, are exempted from the consolidation requirements in IFRS 10 "Consolidated Financial Statements". Instead, in order to improve the usefulness of financial reporting information, accounting at fair value...

  • Page 190
    ... in the fair value of the call option of Volkswagen AG relating to the remaining shares held by Porsche SE in Porsche Holding Stuttgart GmbH prior to the contribution of the holding business operations to Volkswagen AG. The income in the fiscal year 2012 is attributable to the update of parameters...

  • Page 191
    ... of options on non-stock company shares in the fiscal year 2012 pertain to the change in the fair value of the put option of Porsche SE relating to the remaining shares held by the company in Porsche Holding Stuttgart GmbH prior to the contribution of the holding business operations to Volkswagen AG...

  • Page 192
    ... investment in Volkswagen AG of â,¬4,208 million (prior year: â,¬4,265 million) and in Porsche Holding Stuttgart GmbH, until the end of accounting at equity in July 2012, of â,¬124 million (prior year: â,¬395 million). The profit/loss from ongoing equity accounting before purchase price allocation...

  • Page 193
    ...from Porsche Holding Stuttgart GmbH in the period between the end of accounting at equity and the disposal of this investment. Finance revenue contains interest income of â,¬116 million (prior year: â,¬189 million) from financial instruments that are not measured at fair value through profit or loss...

  • Page 194
    ... expense: â,¬ million Profit/loss before tax 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 2012 7,861 30% 2,358 -2 - 2,313 -3 -8 32 2011 28 30...

  • Page 195
    ... tax assets on unused tax losses (â,¬9 million). In the reporting period the item "Difference in tax base" mainly relates to the tax exemption of profit/loss from investments accounted for at equity and the effects in connection with the preparation of execution of the contribution of the holding...

  • Page 196
    ... 3 Financials Notes to the consolidated financial statements [9] Earnings per share 2012 Profit/loss for the year Profit/loss attributable to non-controlling interests - hybrid capital investors Profit/loss attributable to shareholders of Porsche SE Profit/loss attributable to ordinary shares...

  • Page 197
    ...income mainly relate to expenses and income from subsequent measurement of the investments accounted for at equity as well as from the valuation of the put and call options for the remaining shares in Porsche Holding Stuttgart GmbH held by Porsche SE prior to the contribution of its holding business...

  • Page 198
    ... of any potential future use by the company of the revolving line of credit. Porsche SE can still exercise its voting rights and is also entitled to dividends from the ordinary shares subject to the creditors' right to issue instructions otherwise in restrictively defined, exceptional cases. All of...

  • Page 199
    ...31/12/2012 0 0 5 11 16 31/12/2011 232 4,030 0 12 4,274 4,253 21 thereof non-current thereof current 2 14 As part of the contribution of the holding business operations of Porsche SE to Volkswagen AG, other receivables and assets previously reported as non-current as well as derivative financial...

  • Page 200
    ... unless any mandatory or optional grounds for insolvency had arisen at Porsche AG. Prior to the execution of the contribution, the loan receivables from the Porsche Holding Stuttgart GmbH group exceeded the corresponding financial liabilities by â,¬136 million (prior year: â,¬136 million). There was...

  • Page 201
    ... the positive fair value of the put option on the remaining shares held by Porsche SE in Porsche Holding Stuttgart GmbH prior to the contribution of the holding business operations to Volkswagen AG. Further details on derivative financial instruments are given in note [21]. [13] Income tax assets...

  • Page 202
    ... the time the financial statements were authorized by the executive board. The clauses of the syndicated loan agreement concluded in October 2011 restricted the distributable dividends per fiscal year to the total of distributions received from Volkswagen AG and Porsche Holding Stuttgart GmbH in the...

  • Page 203
    ... group"). Capital management The target of capital management at Porsche SE is the continuous increase in the enterprise value, securing its liquidity and a return on investment that is commensurate with the risk involved. These goals aim to protect the interests of the shareholders and employees...

  • Page 204
    ...the consolidated financial statements The Porsche SE group's total capital, defined for capital management purposes as the sum of equity and financial liabilities, is as follows as of the reporting date: â,¬ million Equity Share of total capital Non-current financial liabilities Current financial...

  • Page 205
    ... following assumptions: Germany % Discount rate Increase in wages and salaries Career progress Increase in pensions 2012 3.50 3.00 0.50 1.80 2011 5.00 3.00 0.50 1.50 Changes in the present value of pension obligations: â,¬ million As of 1 January Current service cost Interest expenses Actuarial...

  • Page 206
    ... Present value of unfunded benefit obligations Net obligations Unrecognized net actuarial gains (+) and losses (-) Carrying amount on 31 December thereof pension provisions thereof other asset 2012 9 9 -2 7 7 0 2011 8 8 -1 7 7 0 The table below presents experience adjustments, meaning differences...

  • Page 207
    ... payments. 89% of the other provisions are expected to result in cash outflow in the following year and 11% in between one and five years. Other provisions developed as follows: â,¬ million Provisions for employee expenses Provisions for costs of litigation Sundry other provisions As of 1/1/2012...

  • Page 208
    ...to associates Financial liabilities due to joint ventures 1,991 0 3,880 5,871 0 0 0 0 1,991 0 3,880 5,871 Liabilities to banks were recognized at amortized cost. Porsche SE's syndicated loan of nominal â,¬2.0 billion was repaid in full following the execution of the contribution and using a portion...

  • Page 209
    ...31/12/2012 0 503 1 504 31/12/2011 5,087 0 150 5,237 5,087 150 thereof non-current thereof current 0 504 In the course of the contribution of the holding business operations of Porsche SE to Volkswagen AG, the call option of Volkswagen AG on the shares in Porsche Holding Stuttgart GmbH remaining...

  • Page 210
    ...31/12/2012 0 0 31/12/2011 5,087 5,087 The options on non-stock company shares contained, until the contribution, the fair value of Volkswagen AG's call option relating to the remaining shares held by Porsche SE in Porsche Holding Stuttgart GmbH. Further details on derivative financial instruments...

  • Page 211
    ... and the supporting systems are checked regularly and brought into line with current market development. The Porsche SE group manages and monitors these risks primarily via its business operations and financing activities and, where necessary, by using derivative financial instruments. For further...

  • Page 212
    ... due or impaired financial assets in the Porsche SE group. The credit ratings of the gross carrying amounts of financial assets that are neither past due nor impaired were as follows: â,¬ million 31/12/2012 Other financial receivables Financial guarantees Derivative financial instruments Cash, cash...

  • Page 213
    ...undrawn line of credit of â,¬1,000 million remains (prior year: â,¬1,500 million). Reference is made to explanations on the management of liquidity risks in the Porsche SE group and risks originating from financial covenants presented in the risk report as part of the group management report. Liquid...

  • Page 214
    ... to the financial statements and management report. 4.2 Market price risks A sensitivity analysis is used to calculate the market price risk from the general interest rate risk and from the put and call options relating to the shares in Porsche Holding Stuttgart GmbH remaining at Porsche SE prior...

  • Page 215
    ... option and consequently their measurement in the balance sheet as well as the profit or loss reported in the income statement. The enterprise value was determined on the basis of the key measurement parameters used in impairment testing of the investment in Porsche Holding Stuttgart GmbH accounted...

  • Page 216
    212 3 Financials Notes to the consolidated financial statements This was partly offset by the accounting for the investment in Volkswagen AG at equity, as the accounting for the options at the level of Volkswagen AG had an reverse effect on the pro rata profit/loss attributable to Porsche SE in ...

  • Page 217
    ...million Financial assets at fair value through profit or loss Derivative financial instruments Financial assets accounted for at fair value Financial liabilities at fair value through profit or loss Derivative financial instruments Financial liabilities accounted for at fair value 31/12/2012 Level...

  • Page 218
    ... fair value of financial instruments in level 3 is calculated using valuation techniques with inputs that are not based on observable market data. These include options for equity instruments of non-listed companies. The put and call options relating to the shares in Porsche Holding Stuttgart GmbH...

  • Page 219
    ... on profit/loss recognized directly in equity Disposal (sales) As of 31 December 2012 Results recognized in profit or loss in fiscal year 2012 Other operating profit/loss thereof attributable to assets/liabilities held on reporting date Financial assets at fair value through profit or loss 232...

  • Page 220
    216 3 Financials Notes to the consolidated financial statements The principal risk variable for measurement of the options held by Porsche SE for its shares in Porsche Holding Stuttgart GmbH remaining until the contribution of the holding business operations was the enterprise value in each case...

  • Page 221
    ...executive board had effectively begun to increase the investment through the acquisition of corresponding price hedging transactions relating to ordinary and preference shares in VW. Porsche SE's denials are alleged to have had an actual impact on the stock market price of Volkswagen ordinary shares...

  • Page 222
    ... actions, the former members of the executive board Dr. Wendelin Wiedeking and Holger P. Härter are also named as defendants. Plaintiffs alleged in their complaints that, in connection with its acquisition of a stake in Volkswagen Aktiengesellschaft during the year 2008, Porsche SE issued false and...

  • Page 223
    ... 2012. Some of the new applications are also directed against Volkswagen AG and in one case against Porsche AG. All of the claims alleged in conciliatory proceedings relate to alleged lost profits or alleged losses incurred estimated by the market participants to total approximately â,¬3.3 billion...

  • Page 224
    ... market manipulation in connection with the acquisition of a shareholding in Volkswagen AG in 2008. The plaintiff based the alleged damage on alleged losses incurred due to a total of 205 investment decisions (comprising purchases and sales of VW ordinary shares) on 27 October 2008. On 27 June 2012...

  • Page 225
    ... to shares in Volkswagen AG in 2008 on the basis of inaccurate information and the omission of information as well as market manipulation by Porsche SE and that he incurred losses from these options due to the share price development in 2008 in the amount claimed. The Regional Court of Stuttgart...

  • Page 226
    ... declared the resolution of the annual general meeting of 29 January 2010 on the exoneration of the supervisory board for the fiscal year 2008/09 null and void. The first-instance decision of the Regional Court of Stuttgart of 17 May 2011 in favor of Porsche SE was altered accordingly. The Higher...

  • Page 227
    ...in 1 to 5 years > 5 years Total 0 4 The other financial obligations in the comparative period resulted from warranties that were cancelled in the course of the contribution of the holding business operations of Porsche SE to Volkswagen AG. [24] Subsequent events On 27 December 2012, the Court...

  • Page 228
    ... 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 229
    ... 868,313 760,719 760,719 668,749 A share in voting rights of 23.57% (206,251 voting rights) was allocated to the former company Porsche Holding KG, Fanny-von-Lehnert Strasse 1, A-5020 Salzburg (current legal successor: Porsche Holding Gesellschaft m.b.H., Vogelweiderstrasse 75, A-5020 Salzburg) and...

  • Page 230
    ... which are controlled by it and whose attributed proportion of voting rights in Porsche Automobil Holding SE amounts to 3% each or more: (a) Qatar Investment Authority, P.O. Box: 23224, Doha, Qatar; (b) Qatar Holding LLC, Qatar Finance Centre, 8th Floor, Q-Tel Tower, West Bay, Doha, Qatar; (c) Qatar...

  • Page 231
    ...on 18 December 2009: "Pursuant to Sec. 21 (1) WpHG we hereby notify for and on behalf of Qatar 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...

  • Page 232
    ... WpHG. The voting rights allocable to the notifying parties listed in the investment chain below are actually held by the controlled entities listed in the investment chain below, whose voting share in Porsche SE amounts to 3% or more in each case: Investment chain Dipl.-Ing. Dr. h.c. Ferdinand Pi...

  • Page 233
    ... on 30 May 2011: On 30 May 2011, we were informed of the following pursuant to Sec. 21 (1) Sentence 1 WpHG: I. 1. The percentage of voting rights held by the following notifying parties in Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, fell below the voting rights threshold of 75...

  • Page 234
    ... 3 Financials Notes to the consolidated financial statements 5. The voting rights allocable to Ferdinand Porsche Privatstiftung, Salzburg, are actually held by the following controlled entities, whose voting share in Porsche SE amounts to 3% or more in each case: Ferdinand Porsche Holding GmbH...

  • Page 235
    ... Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, fell below the voting rights threshold of 75% on 24 May 2011 and amounts to 63.21% (96,784,524 voting rights) as of that date: a) c) e) f) h) i) j) Ing. Hans-Peter Porsche, Salzburg, Austria Dr. Wolfgang Porsche, Salzburg, Austria Familie...

  • Page 236
    ... 3 Financials Notes to the consolidated financial statements Familie Porsche Privatstiftung, Salzburg, Familie Porsche Holding GmbH, Salzburg, Ing. Hans-Peter Porsche GmbH, Salzburg, Hans-Peter Porsche GmbH, Grünwald, Porsche Wolfgang 1. Beteiligungs GmbH & Co. KG, Stuttgart, Wolfgang Porsche...

  • Page 237
    ... No. 1 group WpHG are actually held via the following controlled entities, whose voting share in Porsche Automobil Holding SE amounts to 3% or more in each case: Porsche Gesellschaft m.b.H., Salzburg, Porsche Gesellschaft mit beschränkter Haftung, Stuttgart 4. The voting rights allocated to Porsche...

  • Page 238
    234 3 Financials Notes to the consolidated financial statements Familie Porsche Beteiligung GmbH, Stuttgart, Familien Porsche-Daxer-Piech Beteiligung GmbH, Stuttgart 6. 3% or more of the voting rights arising from the shares of the following shareholders are allocated to Porsche Familienholding ...

  • Page 239
    ...of purchase rights resulting from financial instruments according to Sec. 25 (1) Sentence 1 WpHG." Notification on 21 June 2011: With reference to its voting rights notification dated 30 May 2011, Porsche Verwaltungs GmbH, Salzburg, Austria, informed Porsche Automobil Holding SE, Stuttgart, Germany...

  • Page 240
    .... No equity or liabilities of Porsche Verwaltungs GmbH were used to finance the acquisition of the voting rights." Notification on 5 October 2011: Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, Germany, was informed of the following on 5 October 2011 pursuant to Sec. 21 (1) Sentence...

  • Page 241
    ..., Mondsee, are actually held via the following controlled entities, whose voting share in Porsche SE amounts to 3% or more in each case: Ferdinand Porsche Privatstiftung, Salzburg, Ferdinand Porsche Holding GmbH, Salzburg, Louise Daxer-Piech GmbH, Salzburg, Louise Daxer-Piech GmbH, Grünwald, Prof...

  • Page 242
    ... Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, exceeded the voting rights threshold of 75% on 4 October 2011 and amounts to 79.33% (121,478,320 voting rights) as of that date: a) c) e) f) h) i) j) Ing. Hans-Peter Porsche, Salzburg, Austria Dr. Wolfgang Porsche, Salzburg, Austria Familie...

  • Page 243
    ... The voting rights allocable to Dr. Wolfgang Porsche, Salzburg, are actually held by the following controlled entities, whose voting share in Porsche SE amounts to 3% or more in each case: Familie Porsche Privatstiftung, Salzburg, Familie Porsche Holding GmbH, Salzburg, Ing. Hans-Peter Porsche GmbH...

  • Page 244
    ...3 Financials Notes to the consolidated financial statements 11. 3% or more of the voting rights arising from the shares of the following shareholders were allocated to the notifying parties listed under no. 1.a) through 1.j) of this section II in accordance with Sec. 22 (2) WpHG: Familien Porsche...

  • Page 245
    ..., Grünwald. These voting rights were not obtained by exercise of purchase rights resulting from financial instruments according to Sec. 25 (1) Sentence 1 WpHG." Notification on 3 November 2011: Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, Germany, was informed of the following on...

  • Page 246
    ...arising from the shares of the following shareholder were allocated to ZH 1320 GmbH: Familie Porsche Beteiligung GmbH, Grünwald, Germany. 2. The percentage of voting rights held by ZH 1330 GmbH, Salzburg, Austria, in Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, exceeded the voting...

  • Page 247
    ...were not obtained by exercise of purchase rights resulting from financial instruments according to Sec. 25 (1) Sentence 1 WpHG. Notification on 3 November 2011: Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, Germany, was informed on 3 November 2011 pursuant to Sec. 27a (1) WpHG with...

  • Page 248
    ...or liabilities of the notifying parties were used to finance the acquisition of the voting rights." Notification on 7 December 2011: Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, Germany, was informed of the following on 7 December 2011 pursuant to Sec. 21 (1) WpHG: "The percentage...

  • Page 249
    ... that have already been allocated voting rights arising from the shares of the respective shareholder in accordance with Sec. 22 (1) Sentence 1 No. 1 WpHG): * Ferdinand Piëch GmbH, Grünwald, Germany; * Hans-Michel Piëch GmbH, Grünwald, Germany; * Familien Porsche-Daxer-Piech Beteiligung GmbH, Gr...

  • Page 250
    246 3 Financials Notes to the consolidated financial statements Notification on 7 December 2011: Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, Germany, was informed of the following on 7 December 2011 pursuant to Sec. 21 (1) WpHG: "The percentage of voting rights held by ZH 1420...

  • Page 251
    ...GmbH, Grünwald, Germany. These voting rights were not obtained by exercise of purchase rights resulting from financial instruments according to Sec. 25 (1) Sentence 1 WpHG." Notification on 24 January 2012: Porsche Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, Germany, was informed of the...

  • Page 252
    ... between Porsche SE and the Porsche Holding Stuttgart GmbH group that relate to the contribution of the holding business operations of Porsche SE to Volkswagen AG of â,¬17 million were taken into account in the goods and services received in the reporting period. The obligations directly resulting...

  • Page 253
    ... holding business operations of Porsche SE to Volkswagen AG there were relationships to the Porsche Holding Stuttgart GmbH group in the form of receivables and liabilities subject to market interest rates (sell also notes [12] and [19]). Prior to the execution of the contribution, financial services...

  • Page 254
    ...3 Financials Notes to the consolidated financial 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...

  • Page 255
    ...and/or 2009 spin-off, the purchase price payable by Volkswagen AG for the transfer of the remaining 50.1% share in Porsche Holding Stuttgart GmbH would have increased by the present value of the tax advantages if Porsche SE had exercised its put options. This rule was taken over in the course of the...

  • Page 256
    ... SE and Volkswagen AG on the investment held by Volkswagen AG in Porsche Holding Stuttgart GmbH, a retention mechanism was agreed in favor of Volkswagen AG for the purchase price payable in the event of the put or call option being exercised. In the course of the contribution of the holding business...

  • Page 257
    ...087 8,967 The following benefits and payments were recorded for the board work of the members of the executive board and the supervisory board of Porsche SE. â,¬ million Short-term employee benefits Other long-term benefits Post-employment benefits Termination benefits 2012 6.0 0.8 0.2 0.5 2011...

  • Page 258
    ...by the auditor Ernst & Young GmbH, Stuttgart, for the fiscal year in accordance with Sec. 314 (1) No. 9 HGB break down as follows: â,¬'000 Audit of financial statements Other assurance services Tax advisory services Other services 2012 227 120 2,705 651 3,703 2011 250 3,525 2,264 1,095 7,134 The...

  • Page 259
    ...The executive board and supervisory board of Porsche SE issued the declaration required by Sec. 161 AktG in October 2012 and made it permanently accessible to the shareholders of Porsche SE on the website www.porsche-se.com. Stuttgart, 8 March 2013 Porsche Automobil Holding SE The executive board...

  • Page 260
    ... 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, 8 March 2013 Porsche Automobil Holding SE The executive board Prof. Dr. Martin...

  • Page 261
    ...net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal...

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    258

  • Page 263
    ... control bodies Members of the supervisory board of Porsche Automobil Holding SE Dr. Wolfgang Porsche (chairman) A) Dr. Ing. h.c. F. Porsche AG, Stuttgart (chairman) Volkswagen AG, Wolfsburg AUDI AG, Ingolstadt B) Porsche Holding Gesellschaft m.b.H., Salzburg Porsche Gesellschaft m.b.H., Salzburg...

  • Page 264
    ...A) Dr. Ing. h.c. F. Porsche AG, Stuttgart Volkswagen AG, Wolfsburg AUDI AG, Ingolstadt B) Porsche Holding Gesellschaft m.b.H., Salzburg Porsche Gesellschaft m.b.H., Salzburg (chairman) Porsche Cars Great Britain Ltd., Reading Hansjörg Schmierer (since 23 January 2012) A) Dr. Ing. h.c. F. Porsche AG...

  • Page 265
    ... Pötsch A) Dr. Ing. h.c. F. Porsche AG, Stuttgart AUDI AG, Ingolstadt Volkswagen Financial Services AG, Braunschweig (chairman) Autostadt GmbH, Wolfsburg (chairman) MAN SE, Munich Bertelsmann SE & Co. KGaA, Gütersloh B) Bentley Motors Ltd., Crewe Volkswagen (China) Investment Company Ltd., Beijing...

  • Page 266
    ... Holding SE/ Income statement of Porsche Automobil Holding SE Balance sheet of Porsche Automobil Holding SE as of 31 December 20121 â,¬ million Assets Non-current assets Financial assets Current assets Trade receivables Other receivables and assets Cash and cash equivalents 31/12/2012 31/12/2011...

  • Page 267
    263 Income statement of Porsche Automobil Holding SE for the period from 1 January to 31 December 2012 â,¬ million Other operating income Personnel expenses Other operating expenses Income from investments Impairment losses on financial assets Interest result Income from ordinary activities Income...

  • Page 268
    ... Creative conception Simone Leonhardt, Frankfurt am Main Total production IThaus Münster GmbH & Co. KG, Kornwestheim Inhouse produced with FIRE.sys This annual report is available in German and English. In case of doubt the german version is binding. © 2013 Porsche Automobil Holding SE, Stuttgart

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    Porsche Automobil Holding SE P.O. Box D-70432 Stuttgart Germany Phone +49 (0) 711 911-110 00