SOBRE LA PROPUESTA DIDÁCTICA (DISCUSIÓN GENERAL)

two further tranches, including a revolving credit line of €2.5 billion, maturing in April 2014.

Thanks to the positive business performance, the first tranche of the syndicated loan in the amount of €625.0 million was repaid early at the end of December 2011. This reduced the committed volume of the loan to €5,375.0 million as of the end of 2011. In the third quarter of 2012, Continental took advantage of the positive capital market environment to further optimize the maturity structure of its indebtedness and in Sep- tember 2012 placed the U.S. dollar bond issued by Continental Rubber of America, Corp., Wilmington, Delaware, U.S.A., with an issue volume of $950.0 million. The net issue proceeds from this bond were used to repay the syndicated loan, as stipulated in the syndicated loan agreement, and led to an early partial repayment of €737.9 million. This reduced the commit- ted volume of the syndicated loan to €4,637.1 million as of the end of 2012. The syndicated loan had been utilized by Continental AG and Continental Rubber of America, Corp., Wilmington, Delaware, U.S.A., and had a total value as of the end of the reporting period of €2,475.9 million (PY: €3,860.0 million).

To further improve the financial and maturity structure while also increasing flexibility, the refinancing process for the syndicated loan maturing in April 2014 was initiated by Continental already in December 2012. As part of the agreement concluded on January 22, 2013, the credit volume was reduced to a total of €4.5 billion and split into two tranches with different terms: a loan of €1.5 billion with a term of three years and the in- crease in the revolving credit line from €2.5 billion to €3.0 billion with a term of five years. Under the new loan agreement, Continental is no longer required to furnish security in rem and has obtained further simpli- fications of the documentation required.

On the basis of the new agreement concluded in Jan- uary 2013 for the syndicated loan, the fixed tranche

had already improved as at June 30, 2011, which meant that Continental benefited from a further margin reduction for the syndicated loan in the third quarter of 2011. The associated expectation of a lower cash outflow for this loan led to an adjustment in profit or loss of its carrying amount as at June 30, 2011. To- gether with the adjustments of the carrying amount in profit or loss that were required in 2009 and 2010 due to rising margins and the associated anticipated higher cash outflow for the syndicated loan, the negative value of the carrying amount adjustments totaled €2.4 million as of the end of December 2012 (PY: €15.7 million). These deferrals are amortized over the term of the loan, increasing or reducing expenses accordingly. The other liabilities with credit character increased by €404.8 million to €1,478.4 million as of the end of 2012 (PY: €1,073.6 million). This is essentially due to the greater utilization of sale of receivables programs as against the previous year and the conclusion of new sale of receivables programs, as well as a significantly higher volume of commercial papers issued. However, the finance lease liabilities and the negative fair values of derivative instruments were down on the previous year at €64.4 million (PY: €122.9 million) and €11.4 million (PY: €163.0 million) respectively. The decline in the negative fair values of derivative instruments re- sults in particular from the expiration in August 2012 of interest rate hedges totaling €3,125.0 million that were concluded for the syndicated loan and stipulated an average fixed interest rate of 4.19% p.a. plus margin. The use of sale of receivables programs increased by €386.7 million to €936.2 million (PY: €549.5 million). The financing volume of the sale of receivables pro- gram concluded with Norddeutsche Landesbank Luxembourg S.A., Luxembourg, was increased from €230.0 million to €280.0 million in July 2012 by way of a new master agreement. The master agreement set to run until the end of September 2012 was prolonged by a further year on September 26, 2012. This pro-

banks Wells Fargo Bank N.A., Atlanta, Georgia; The Bank of Nova Scotia, Houston, Texas; and Bank of America N.A., Charlotte, North Carolina, with an un- changed financing volume of U.S. $400.0 million was extended by an additional year. €278.5 million of the program had been utilized as of the end of 2012 (PY: €169.5 million). Two further sale of receivables pro- grams were also set up in 2012. An indefinite agree- ment was concluded with The Royal Bank of Scotland N.V. Germany branch, Frankfurt am Main, Germany, at the end of April 2012. The agreed financing volume of £75.0 million can be utilized in both euros and pounds sterling. Total utilization as of the end of 2012 amount- ed to €91.8 million.

A further sale of receivables program with a financing volume of €300.0 million was agreed with Crédit Agricole Corporate and Investment Bank, Paris, France, on July 26, 2012. The program has a term of up to five years if prolonged by either party on an annual basis. At the end of 2012, the program had been utilized in the amount of €158.3 million.

At €459.7 million, the volume of the commercial pa- pers issued was up €243.1 million on the end of the previous year (€216.6 million).

Cash and cash equivalents, derivative instruments and interest-bearing investments were up €1,143.1 million at €2,933.4 million (PY: €1,790.3 million).

Net indebtedness fell by €1,452.2 million as against the end of 2011 to €5,319.9 million (PY: €6,772.1 million). The gearing ratio improved significantly year- on-year to 58.2% (PY: 89.8%).

As at December 31, 2012, Continental had liquidity reserves totaling €5,198.5 million (PY: €3,730.7 mil- lion), consisting of cash and cash equivalents of €2,397.2 million (PY: €1,541.2 million) and committed, unutilized credit lines totaling €2,801.3 million (PY: €2,189.5 million).

in € millions Dec. 31, 2012 Dec. 31, 2011 Cash flow arising from operating activities 3,784.5 2,288.6 Cash flow arising from investing activities -2,132.0 -1,798.1 Cash flow before financing activities (free cash flow) 1,652.5 490.5 Dividends paid -300.0 — Dividends paid and repayment of capital to non-controlling interests -49.5 -37.9 Non-cash changes 151.3 162.0 Other -29.5 -42.7 Foreign exchange effects 27.4 -27.0 Change in net indebtedness 1,452.2 544.9

Total assets

As at December 31, 2012, total assets increased by €1,299.5 million year-on-year from €26,038.4 million to €27,337.9 million. This increase was chiefly due to the €782.5 million rise in property, plant and equip- ment as a result of increased investment activities and the €856.0 million rise in cash and cash equivalents. This was offset by the decline in other intangible as- sets of €420.8 million, mainly due to amortization from the purchase price allocation (PPA).

Non-current assets

Non-current assets rose by €498.0 million to €15,573.5 million (PY: €15,075.5 million). This change was primarily attributable to the €782.5 million in- crease in property, plant and equipment to €7,391.0 million (PY: €6,608.5 million). The long-term derivative instruments and interest-bearing investments included in other non-current assets were up €240.7 million at €433.9 million (PY: €193.2 million), mainly due to the change in the fair value of the early redemption options for the bonds. Other intangible assets fell by €420.8 million to €945.1 million (PY: €1,365.9 million). The carrying amount of companies carried at equity de- clined by €103.7 million to €376.5 million (PY: €480.2 million) as a result of a reclassification to assets held for sale. Goodwill decreased by €70.2 million in com- parison to the prior-year period and amounted to €5,622.2 million (PY: €5,692.4 million).

Current assets

Current assets increased by €801.5 million to €11,764.4 million (PY: €10,962.9 million). Cash and cash equivalents rose by €856.0 million to €2,397.2 million in the year under review (PY: €1,541.2 million). Trade receivables fell by €348.2 million to €4,993.3 million (PY: €5,341.5 million), while inventories did not change significantly in comparison to the prior-year period. Other current assets were up €284.7 million at €1,375.2 million (PY: €1,090.5 million), mainly due to the reclassification of an investment to assets held for

Annual Shareholders’ Meeting in April 2012. The equity ratio improved from 29.0% to 33.5%.

Non-current provisions and liabilities

At €6,307.0 million, non-current provisions and liabili- ties were down €1,829.4 million from €8,136.4 million in the previous year. This was primarily due to the non- current indebtedness included therein, which declined by €1,867.0 million to €4,181.0 million (PY: €6,048.0 million). The main reason for this was the reclassifica- tion of the tranche of the syndicated loan amounting to €2,137.1 million from non-current to current liabilities as a result of the new agreement concluded in January 2013. Other non-current liabilities showed no material changes as against the previous year.

Current provisions and liabilities

At €11,886.1 million, current provisions and liabilities were up €1,527.4 million from €10,358.7 million in the previous year, mainly due to the increase in current indebtedness. This rose by €1,557.9 million to €4,072.3 million (PY: €2,514.4 million), chiefly as a result of the reclassification from non-current liabilities and the distribution of dividends totaling €300.0 million for the previous year. This was offset by the positive free cash flow as of the end of 2012. Trade payables rose by €233.2 million to €4,344.6 million (PY: €4,111.4 million). The €263.7 million decrease in other current provisions and liabilities to €3,469.2 million (PY: €3,732.9 million) results in particular from the decline in warranty provisions.

Operating assets

The corporation’s operating assets increased by €79.0 million year-on-year to €16,277.6 million as at Decem- ber 31, 2012 (PY: €16,198.6 million).

Total working capital was down €572.4 million at €3,647.4 million (PY: €4,219.8 million). The key factors in this development were the €348.2 million year-on- year decrease in operating receivables to €4,993.3

Consolidated statement of financial position

Assets in € millions Dec. 31, 2012 Dec. 31, 2011 Goodwill 5,622.2 5,692.4 Other intangible assets 945.1 1,365.9 Property, plant and equipment 7,391.0 6,608.5 Investments in at-equity accounted investees 376.5 480.2 Other long-term assets 1,238.7 928.5 Non-current assets 15,573.5 15,075.5 Inventories 2,998.7 2,989.7 Trade accounts receivable 4,993.3 5,341.5 Other short-term assets 1,375.2 1,090.5 Cash and cash equivalents 2,397.2 1,541.2 Current assets 11,764.4 10,962.9 Total assets 27,337.9 26,038.4 Total equity and liabilities in € millions Dec. 31, 2012 Dec. 31, 2011 Total equity 9,144.8 7,543.3 Non-current liabilities 6,307.0 8,136.4 Trade accounts payable 4,344.6 4,111.4 Other short-term provisions and liabilities 7,541.5 6,247.3 Current liabilities 11,886.1 10,358.7 Total equity and liabilities 27,337.9 26,038.4 Net indebtedness 5,319.9 6,772.1 Gearing ratio in % 58.2 89.8

Non-current operating assets amounted to €14,399.5 million (PY: €14,213.6 million), up €185.9 million as against the previous year. Goodwill decreased by €70.2 million to €5,622.2 million (PY: €5,692.4 million), chiefly due to an impairment loss of €75.6 million resulting from the annual impairment test. Property, plant and equipment increased by €782.5 million to €7,391.0 million (PY: €6,608.5 million) due to investing activities. Other intangible assets fell by €420.8 million to €945.1 million (PY: €1,365.9 million). This was mainly due to the amortization of intangible assets from the purchase price allocation (PPA) in the amount of €445.5 million (PY: €435.5 million).

The acquisition of Omitec Group Ltd., Devizes, U.K., as part of a share deal increased the Interior division’s operating assets by €23.3 million. The acquisition of the automotive air conditioning business of the Parker Hannifin Corporation, Cleveland, Ohio, U.S.A., as part

of a combined asset and share deal increased the ContiTech division’s operating assets by €64.4 million. The acquisition of the molded brake components business of Freudenberg Sealing Technologies GmbH & Co. KG, Weinheim, Germany, as part of a combined asset and share deal led to a €12.6 million rise in the ContiTech division’s operating assets. In addition, the acquisition of Specialised Belting Sup- plies Ltd., Thetford, U.K., as part of a share deal in- creased the ContiTech division’s operating assets by €5.9 million. Other changes in the scope of consolida- tion and asset deals did not result in any notable addi- tions or disposals of operating assets at corporation level.

Exchange rate effects reduced the corporation’s total operating assets by €62.4 million in the fiscal year. In the previous year, this effect had increased operating assets by €6.0 million.

Average operating assets of the corporation climbed by €934.8 million to €16,953.8 million as against the previous year (€16,019.0 million).

Employees

The number of employees in the Continental Corpora- tion rose by 5,851 as against 2011 (163,788) to

169,639. As a result of the volume increase and the expansion in best-cost countries, the number of em- ployees in the Automotive Group rose by 3,483. In the Rubber Group, increased market demand and further expansion of production capacity also led to an in- crease of 2,350 employees.

Employees by region in % 2012 2011 Germany 29 30 Europe excluding Germany 31 31 NAFTA 16 15 Asia 18 18 Other countries 6 6

Automotive Group in € millions 2012 2011 Δ in % Sales 19,505.1 18,354.2 6.3 EBITDA 2,404.6 2,225.8 8.0 in % of sales 12.3 12.1 EBIT 1,068.8 1,024.5 4.3 in % of sales 5.5 5.6 Research and development expenses 1,495.6 1,367.5 9.4 in % of sales 7.7 7.5 Depreciation and amortization1 _{1,335.8 1,201.3 11.2}

– thereof impairment2 75.0 22.8 228.9 Operating assets as at December 31 11,012.7 11,394.6 -3.4 EBIT in % of operating assets as at December 31 9.7 9.0 Operating assets (average) 11,438.5 11,427.2 0.1 EBIT in % of operating assets (average) 9.3 9.0 Capital expenditure3 _{1,035.9 968.5 7.0}

in % of sales 5.3 5.3 Number of employees as at December 314 _{98,619 95,136 3.7}

Adjusted sales5 19,497.9 18,354.2 6.2 Adjusted operating result (adjusted EBIT)6 1,544.7 1,470.1 5.1 in % of adjusted sales 7.9 8.0

1

Excluding impairment on financial investments.

2

Impairment also includes necessary reversals of impairment losses.

3

Capital expenditure on property, plant and equipment, and software.

4

Excluding trainees.

5

Before changes in the scope of consolidation.

6

Before amortization of intangible assets from the purchase price allocation (PPA), changes in the scope of consolidation, and special effects.