UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
January 28, 2013
Commission File Number: 1-15174
Siemens Aktiengesellschaft
(Translation of registrants name into English)
Wittelsbacherplatz 2
80333 Munich
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
INTRODUCTION
Siemens AGs Interim Report for the Siemens Group complies with the applicable legal requirements of the German Securities Trading Act (WertpapierhandelsgesetzWpHG) regarding quarterly financial reports, and comprises Condensed Interim Consolidated Financial Statements and an Interim group management report in accordance with section 37x (3) WpHG. The Condensed Interim Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union (EU). The Condensed Interim Consolidated Financial Statements also comply with IFRS as issued by the IASB. This Interim Report should be read in conjunction with our Annual Report for fiscal 2012, which includes a detailed analysis of our operations and activities.
Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
1
unaudited; in millions of €, except where otherwise stated
|
VOLUME | |||||||||||||||||
Q1 2013 | Q1 2012 | Actual | % Change Adjusted3 |
|||||||||||||||
Continuing operations |
||||||||||||||||||
Orders |
19,141 | 19,792 | (3 | )% | (5 | )% | ||||||||||||
Revenue |
18,128 | 17,856 | 2 | % | (1 | )% | ||||||||||||
EARNINGS |
||||||||||||||||||
Total Sectors |
Q1 2013 | Q1 2012 | % Change | |||||||||||||||
Adjusted EBITDA |
2,194 | 2,043 | 7 | % | ||||||||||||||
Total Sectors profit |
1,698 | 1,627 | 4 | % | ||||||||||||||
in % of revenue (Total Sectors) |
9.3 | % | 9.0 | % | ||||||||||||||
Continuing operations |
||||||||||||||||||
Adjusted EBITDA |
2,285 | 2,127 | 7 | % | ||||||||||||||
Income from continuing operations |
1,295 | 1,314 | (1 | )% | ||||||||||||||
Basic earnings per share (in )4 |
1.52 | 1.48 | 2 | % | ||||||||||||||
Continuing and discontinued operations |
||||||||||||||||||
Net income |
1,214 | 1,383 | (12 | )% | ||||||||||||||
Basic earnings per share (in )4 |
1.42 | 1.56 | (9 | )% | ||||||||||||||
CAPITAL EFFICIENCY |
||||||||||||||||||
Continuing operations |
Q1 2013 | Q1 2012 | ||||||||||||||||
Return on capital employed (ROCE) (adjusted) |
16.7 | % | 18.7 | % | ||||||||||||||
CASH PERFORMANCE |
||||||||||||||||||
Q1 2013 | Q1 2012 | |||||||||||||||||
Continuing operations |
||||||||||||||||||
Free cash flow |
(1,435 | ) | (956 | ) | ||||||||||||||
Cash conversion rate |
(1.11 | ) | (0.73 | ) | ||||||||||||||
Continuing and discontinued operations |
||||||||||||||||||
Free cash flow |
(1,395 | ) | (1,204 | ) | ||||||||||||||
Cash conversion rate |
(1.15 | ) | (0.87 | ) | ||||||||||||||
LIQUIDITY AND CAPITAL STRUCTURE |
||||||||||||||||||
|
December 31, 2012 |
|
|
September 30, 2012 |
| |||||||||||||
Cash and cash equivalents |
7,823 | 10,891 | ||||||||||||||||
Total equity (Shareholders of Siemens AG) |
30,025 | 30,855 | ||||||||||||||||
Net debt |
12,020 | 9,292 | ||||||||||||||||
Adjusted industrial net debt |
5,220 | 2,271 | ||||||||||||||||
EMPLOYEES (IN THOUSANDS) |
||||||||||||||||||
|
December 31, 2012 |
|
|
September 30, 2012 |
| |||||||||||||
|
Continuing operations |
|
Total | 6 | |
Continuing operations |
|
Total | 6 | |||||||||
Employees |
365 | 405 | 370 | 410 | ||||||||||||||
Germany |
119 | 129 | 119 | 130 | ||||||||||||||
Outside Germany |
247 | 275 | 250 | 280 |
1 | Orders; Adjusted or organic growth rates of revenue and orders; Total Sectors profit; ROCE (adjusted); Free cash flow and cash conversion rate; Adjusted EBITDA; Net debt and adjusted industrial net debt are or may be non-GAAP financial measures. Definitions of these supplemental financial measures, a discussion of the most directly comparable IFRS financial measures, information regarding the usefulness of Siemens supplemental financial measures, the limitations associated with these measures and reconciliations to the most comparable IFRS financial measures are available on our Investor Relations website under WWW.SIEMENS.COM/NONGAAP |
2 | October 1, 2012 December 31, 2012. |
3 | Adjusted for portfolio and currency translation effects. |
4 | Basic earnings per share attributable to shareholders of Siemens AG. For fiscal 2013 and 2012 weighted average shares outstanding (basic) (in thousands) for the first quarter amounted to 845,527 and 875,421 shares, respectively. |
5 | Calculated by dividing adjusted industrial net debt as of December 31, 2012 and 2011 by adjusted EBITDA. |
6 | Continuing and discontinued operations. |
2
INTERIM GROUP MANAGEMENT REPORT
OVERVIEW OF FINANCIAL RESULTS FOR THE FIRST QUARTER OF FISCAL 2013
(THREE MONTHS ENDED DECEMBER 31, 2012)
| Revenue for the first quarter rose 2%, to 18.128 billion, supported by 4% growth in emerging markets. Organic revenue, excluding currency translation and portfolio effects, was 1% lower year-over-year. |
| Orders came in at 19.141 billion, 3% below the prior-year period. On an organic basis, orders declined 5%. The book-to-bill ratio was 1.06, and Siemens order backlog stood at 97 billion at the end of the first quarter. |
| Total Sectors profit rose 4%, to 1.698 billion, on higher profit in the Sectors Energy and Healthcare. Income from continuing operations came in slightly lower year-over-year, at 1.295 billion, while corresponding basic EPS rose to 1.52. |
| Net income declined to 1.214 billion, with corresponding basic EPS of 1.42. |
| Siemens solar business was classified as discontinued operation, effective during the fourth quarter of fiscal 2012, and Siemens adopted International Accounting Standard 19 (Revised) (IAS 19R) (Employee Benefits) as of the beginning of fiscal 2013. Prior-period results are presented on a comparable basis. |
Managements perspective on first-quarter results. In an uncertain economic environment, Siemens got off to a solid start in fiscal 2013. For the rest of the fiscal year as well, we do not expect any tailwinds from the global economy to help us reach our ambitious goals. Our full attention is on implementing our Siemens 2014 program.
Revenue stable, book to bill above one. Revenue rose 2% in the first quarter compared to the prior-year period, supported by Siemens order backlog (defined as the sum of the order backlogs of the Sectors). In part due to macroeconomic uncertainty that affected investment sentiment, orders declined 3% year-over-year. On a comparable basis, excluding currency translation and portfolio effects, revenue was 1% lower and orders declined 5% year-over-year. While the book-to-bill ratio for Siemens was 1.06, the order backlog declined to 97 billion due to negative currency translation effects in the current quarter.
Emerging markets support revenue growth. Energy, Healthcare and Infrastructure & Cities reported higher first-quarter revenue compared to a year earlier, while Industry posted a slight decline. Revenue growth in the Americas more than offset slight declines in the region comprising Europe, the Commonwealth of Independent States (C.I.S.), Africa, Middle East and in the Asia, Australia region. Emerging markets (according to the International Monetary Funds definition of Emerging Market and Developing Economies) on a global basis grew 4% year-over-year, and accounted for 5.983 billion, or 33%, of total revenue for the quarter.
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Market conditions hold back order intake. A number of market factors reduced business confidence and capital expenditures in the first quarter. While Energy and Healthcare kept orders stable year-over-year, Industry saw reduced demand in its short-cycle businesses and posted lower orders for the first quarter. Orders at Infrastructure & Cities came in below the prior-year level, which included a higher volume from large orders. On a geographic basis, orders declined in the Americas and Asia, Australia. Emerging markets on a global basis were down 5% year-over-year and accounted for 6.849 billion, or 36%, of total orders for the quarter.
Healthcare and Energy drive Total Sectors profit improvement. Total Sectors profit increased to 1.698 billion from 1.627 billion in the prior-year period. The largest increase came in Healthcare, where profit climbed 38% to 503 million, due in part to continuing implementation of the Sectors Agenda 2013 initiative. Profit in Energy rose 12% year-over-year, to 567 million, including substantially lower impacts related to grid connection projects. Industry produced profit of 500 million, below the prior-year level due mainly to market weakness particularly for certain short-cycle businesses. Profit at Infrastructure & Cities declined to 128 million in the current period, due largely to project charges of 116 million related mainly to high-speed trains. Total Sectors profit for the first quarter included charges of 50 million for the previously disclosed Siemens 2014 productivity improvement program. All Sectors booked charges under the program, with the largest portion at Energy.
4
Stable income from continuing operations, higher EPS. Income from continuing operations for the first quarter declined slightly to 1.295 billion from 1.314 billion a year earlier. Corresponding basic earnings per share (EPS) rose to 1.52 from 1.48 in the prior-year period, due to share buybacks between the periods under review.
Net income lower due to loss from discontinued operations. Net income in the current period was 1.214 billion, down from 1.383 billion a year earlier. Corresponding basic EPS declined to 1.42, down from 1.56 a year earlier. Within net income, discontinued operations was a negative 81 million, compared to a positive 70 million a year earlier. The main reason for the decline was the solar business which recorded a loss of 150 million compared to a loss of 28 million a year earlier. The larger loss year-over-year was due mainly to impairment charges of 115 million (pre-tax) in the current period. Furthermore, income from discontinued operations related to OSRAM was down to 79 million in the current period, compared to 111 million a year earlier. Reported and comparable revenue for OSRAM each declined 1% year-over year.
Weak cash performance at the Total Sectors level. After a strong cash performance at the end of fiscal 2012, Free cash flow at the Sector level was a negative 750 million in the first quarter, compared to a negative 71 million in the same period a year ago. The current period included substantial cash outflows relating to the build-up of operating net working capital, including significant payments of trade payables particularly in Energy Sector. Free cash flow from continuing operations was a negative 1.435 billion, compared to a negative 956 million in the first quarter a year ago. The change year-over-year was due mainly to the weak cash performance at the Sectors level.
Free cash flow from discontinued operations improved to a positive 40 million in the current quarter from a negative 247 million in the prior-year quarter. The change was due largely to a strong Free cash flow performance at OSRAM.
5
ROCE declines on higher average capital employed. On a continuing basis, ROCE (adjusted) decreased to 16.7%, compared to 18.7% a year earlier. While income from continuing operations was nearly stable year-over-year, the difference was due to higher average capital employed, compared to the prior-year period.
Pension plan underfunding remains unchanged. The estimated underfunding of Siemens pension plans as of December 31, 2012 amounted to 8.9 billion, unchanged from the level at the end of fiscal 2012. Siemens defined benefit obligation (DBO) increased in the first quarter due primarily to a decrease in the discount rate assumption as of December 31, 2012. Accrued service and interest costs also contributed to the increase in the DBO. The impact of these factors on pension plan funding was offset by a positive actual return on plan assets and employer contributions.
RESULTS OF SIEMENS
Orders and revenue
In the first quarter of fiscal 2013, revenue increased to 18.128 billion, up 2% from the prior-year period. In part due to macroeconomic uncertainty that affected investment sentiment, orders declined 3% year-over-year. On an adjusted basis, orders decreased 5% and revenue came in 1% lower compared to the same period a year earlier. While the book-to-bill ratio for Siemens was 1.06, the order backlog declined to 97 billion due to negative currency translation effects in the first quarter.
Orders (location of customer) | ||||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||
Europe, C.I.S.(2), Africa, Middle East |
9,792 | 9,839 | 0 | % | (2 | )% | 1 | % | 0 | % | ||||||||||||||
therein Germany |
2,826 | 2,623 | 8 | % | 8 | % | 0 | % | 0 | % | ||||||||||||||
Americas |
5,524 | 5,994 | (8 | )% | (10 | )% | 2 | % | 0 | % | ||||||||||||||
therein U.S. |
3,492 | 4,567 | (24 | )% | (26 | )% | 2 | % | 0 | % | ||||||||||||||
Asia, Australia |
3,825 | 3,959 | (3 | )% | (5 | )% | 2 | % | 0 | % | ||||||||||||||
therein China |
1,538 | 1,380 | 11 | % | 9 | % | 2 | % | 0 | % | ||||||||||||||
Siemens |
19,141 | 19,792 | (3 | )% | (5 | )% | 1 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
(2) | Commonwealth of Independent States. |
Orders related to external customers declined 3% compared to the prior-year period. A number of market factors reduced business confidence and capital expenditures in the first quarter. While Energy and Healthcare kept orders stable year-over-year, Industry saw reduced demand in its short-cycle businesses and posted lower orders for the first quarter. Orders at Infrastructure & Cities came in below the prior-year level, which included a higher volume from large orders.
In the region Europe, C.I.S., Africa, Middle East three-month orders were stable year-over-year. A double-digit increase at Energy, due largely to a higher volume from large orders, was offset by decreases at Infrastructure & Cities and Industry. Orders in the Americas came in lower due to a double-digit decline in the U.S., which recorded a lower volume from large orders. In the region Asia, Australia, Infrastructure & Cities posted a sharp increase and Healthcare orders increased clearly. This
6
growth was more than offset by order declines in the region for Energy and Industry. Orders from emerging markets on a global basis declined 5%, and accounted for 6.849 billion, or 36%, of total orders for the first three months of fiscal 2013.
Revenue (location of customer) | ||||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||
Europe, C.I.S.(2), Africa, Middle East |
9,451 | 9,511 | (1 | )% | (2 | )% | 1 | % | 0 | % | ||||||||||||||
therein Germany |
2,567 | 2,761 | (7 | )% | (7 | )% | 0 | % | 0 | % | ||||||||||||||
Americas |
5,276 | 4,910 | 7 | % | 5 | % | 2 | % | 1 | % | ||||||||||||||
therein U.S. |
3,694 | 3,633 | 2 | % | (1 | )% | 3 | % | 0 | % | ||||||||||||||
Asia, Australia |
3,402 | 3,436 | (1 | )% | (3 | )% | 2 | % | 0 | % | ||||||||||||||
therein China |
1,337 | 1,448 | (8 | )% | (10 | )% | 2 | % | 0 | % | ||||||||||||||
Siemens |
18,128 | 17,856 | 2 | % | (1 | )% | 2 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
(2) | Commonwealth of Independent States. |
Revenue related to external customers rose 2% compared to the first quarter a year earlier. Healthcare and Infrastructure & Cities showed moderate growth, and Energy recorded a slight increase. Industry posted a slight decline.
In the region Europe, C.I.S., Africa, Middle East revenue declined 1%, as growth in Infrastructure & Cities was more than offset by declines in the other Sectors. Revenue in the Americas rose 7% on growth in all Sectors, led by a significant increase in Energy. Revenue declined 1% in the Asia, Australia region, as a double-digit increase in Healthcare was more than offset by declines in the other Sectors. Emerging markets on a global basis grew faster than revenue overall, at 4% year-over-year, and accounted for 5.983 billion, or 33%, of total revenue for the first three months of fiscal 2013.
Consolidated Statements of Income
First three months of fiscal |
||||||||||||
2013 | 2012 | % Change | ||||||||||
(in millions of ) | ||||||||||||
Gross profit |
5,267 | 5,083 | 4 | % | ||||||||
as percentage of revenue |
29.1 | % | 28.5 | % | | |||||||
Research and development expenses |
(998 | ) | (978 | ) | (2 | )% | ||||||
as percentage of revenue |
5.5 | % | 5.5 | % | | |||||||
Marketing, selling and general administrative expenses |
(2,623 | ) | (2,638 | ) | 1 | % | ||||||
as percentage of revenue |
14.5 | % | 14.8 | % | | |||||||
Other operating income |
139 | 114 | 22 | % | ||||||||
Other operating expense |
(138 | ) | (101 | ) | (37 | )% | ||||||
Income from investments accounted for using the equity method, net |
194 | 205 | (5 | )% | ||||||||
Interest income |
232 | 241 | (4 | )% | ||||||||
Interest expense |
(189 | ) | (194 | ) | 3 | % | ||||||
Other financial income (expense), net |
(34 | ) | 48 | n/a | ||||||||
Income from continuing operations before income taxes |
1,850 | 1,780 | 4 | % | ||||||||
Income taxes |
(555 | ) | (466 | ) | (19 | )% | ||||||
as percentage of income from continuing operations before income taxes |
30 | % | 26 | % | | |||||||
Income from continuing operations |
1,295 | 1,314 | (1 | )% | ||||||||
Income (loss) from discontinued operations, net of income taxes |
(81 | ) | 70 | n/a | ||||||||
Net income |
1,214 | 1,383 | (12 | )% | ||||||||
Net income attributable to non-controlling interests |
16 | 18 | | |||||||||
Net income attributable to shareholders of Siemens AG |
1,197 | 1,366 | (12 | )% |
7
Income from continuing operations was 1.295 billion in the first three months of fiscal 2013, compared to 1.314 billion in the same period a year earlier. The Energy and Healthcare Sectors recognized substantially lower charges year-over-year, which are mostly reflected in cost of sales and, accordingly, in gross profit, partially offset by higher charges at Infrastructure & Cities. Gross profit was held back by pricing pressure and a less favorable business mix in several Siemens businesses. The current period also included an initial effect in all Sectors totaling 50 million related to the company-wide Siemens 2014 productivity improvement program.
Income from investments accounted for using the equity method, net was 194 million in the first three months of fiscal 2013, compared to 205 million in the same period a year earlier. Investment income related to Siemens share in Nokia Siemens Networks B.V. (NSN) increased to 51 million in the current period, up from 0 million a year earlier. The prior-year amount included a gain of 78 million on the sale of a portion of Financial Services (SFS) stake in Bangalore International Airport Limited.
In addition, the same period a year earlier included a 87 million gain from the sale of the 25% interest in OAO Power Machines, which was recognized in Other financial income (expense) net.
As a result of these developments, Income from continuing operations before income taxes increased 4%. The effective tax rate of 26% in the same period a year earlier was lower than the rate of 30% in the current report period.
Income (loss) from discontinued operations, net of income taxes in the first three months of fiscal 2013 was a negative 81 million, compared to a positive 70 million in the first three months of fiscal 2012, and was comprised of the following:
First three months of fiscal |
||||||||||||
2013 | 2012 | % Change | ||||||||||
(in millions of ) | ||||||||||||
OSRAM |
79 | 111 | (29) | % | ||||||||
Solar business |
(150 | ) | (28 | ) | >(200) | % | ||||||
Other former activities |
(11 | ) | (14 | ) | 21 | % |
The loss at the solar business in the first three months of fiscal 2013 included an impairment charge of 115 million pre-tax, as the entire remaining non-current assets in the measurement scope of the disposal group were impaired mainly due to technical factors resulting in a revised performance expectation of the underlying business.
For additional information, see Note 2 in Notes to Condensed Interim Consolidated Financial Statements.
Net income for Siemens in the first three months of fiscal 2013 was 1.214 billion, compared to 1.383 billion in the same period a year earlier. Net income attributable to shareholders of Siemens AG was 1.197 billion, compared to 1.366 billion in the same period a year earlier.
Portfolio activities
During the first quarter of fiscal 2013, Siemens signed an agreement to acquire Invensys Rail, the rail automation business of Invensys plc., U.K., which will be integrated in the Infrastructure & Cities Sectors Mobility and Logistics Division. The purchase price amounts to approximately 2.2 billion. The transaction is subject to consent of the anti-trust authorities. Closing of the transaction is expected in the third quarter of fiscal 2013.
At the beginning of January 2013, Siemens closed the acquisition of LMS International NV, Belgium, a leading provider of mechatronic simulation solutions. With the acquisition, which will be integrated into the Industry Sectors Industry Automation Division, Siemens intends to expand and complement the Industry Sectors product lifecycle management portfolio with mechatronic simulation and testing software. The purchase price of 0.7 billion was paid at the beginning of the second quarter of fiscal 2013.
8
SEGMENT INFORMATION ANALYSIS
Energy Sector
Sector | First three months of fiscal |
% Change | therein | |||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||
Profit |
567 | 507 | 12 | % | ||||||||||||||||||||
Profit margin |
9.0 | % | 8.3 | % | ||||||||||||||||||||
Orders |
7,120 | 7,166 | (1 | )% | (3 | )% | 1 | % | 1 | % | ||||||||||||||
Revenue |
6,285 | 6,130 | 3 | % | 0 | % | 2 | % | 1 | % |
(1) | Excluding currency translation and portfolio effects. |
Energy reported first-quarter profit of 567 million, up 12% year-over-year. The biggest factor in the change was Power Transmission, which substantially reduced its project charges and resulting loss compared to the prior-year period. The Fossil Power Generation Division delivered another strong earnings performance and accounted for most of the Sectors profit. Wind Power delivered a positive result compared to a loss in the prior-year period, and profit declined at Oil & Gas due to charges related to Iran.
First-quarter revenue rose 3%, supported by positive currency translation effects, including 27% growth at Wind Power and a 6% decline at Power Transmission. On a regional basis, significant revenue growth in the Americas included all Divisions, more than offsetting a moderate decline in Europe, C.I.S., Africa, Middle East, where only Wind Power posted an increase.
Orders for the quarter decreased 1% year-over-year. While Fossil Power Generation posted 18% growth, Wind Power took in a much lower volume from large orders and Power Transmission also saw its orders fall. The regional picture for orders was mixed. Order intake increased in Europe, C.I.S., Africa, Middle East, on sharp rises at Fossil Power Generation and Wind Power. Power Transmission posted a substantial decline in the region. Orders declined in Asia, Australia at all Divisions, and in the Americas, where a sharp decline at Wind Power more than offset growth at other Divisions. The book-to-bill ratio for Energy was 1.13, and its order backlog was 55 billion at the end of the quarter.
Businesses | Orders | |||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||
Fossil Power Generation |
3,239 | 2,742 | 18 | % | 16 | % | 2 | % | 0 | % | ||||||||||||||
Wind Power |
1,162 | 1,541 | (25 | )% | (25 | )% | 0 | % | 0 | % | ||||||||||||||
Oil & Gas |
1,404 | 1,422 | (1 | )% | (7 | )% | 2 | % | 4 | % | ||||||||||||||
Power Transmission |
1,386 | 1,553 | (11 | )% | (12 | )% | 1 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
Businesses | Revenue | |||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||
Fossil Power Generation |
2,582 | 2,612 | (1 | )% | (3 | )% | 2 | % | 1 | % | ||||||||||||||
Wind Power |
1,137 | 896 | 27 | % | 23 | % | 4 | % | 0 | % | ||||||||||||||
Oil & Gas |
1,252 | 1,239 | 1 | % | (5 | )% | 3 | % | 3 | % | ||||||||||||||
Power Transmission |
1,384 | 1,465 | (6 | )% | (7 | )% | 1 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
9
Businesses | Profit | Profit margin | ||||||||||||||||||
|
|
|||||||||||||||||||
First three months of fiscal |
First three months of fiscal |
|||||||||||||||||||
2013 | 2012 | % Change | 2013 | 2012 | ||||||||||||||||
(in millions of ) | ||||||||||||||||||||
Fossil Power Generation |
507 | 580 | (13 | )% | 19.6 | % | 22.2 | % | ||||||||||||
Wind Power |
52 | (26 | ) | n/a | 4.6 | % | (2.9 | )% | ||||||||||||
Oil & Gas |
25 | 90 | (73 | )% | 2.0 | % | 7.3 | % | ||||||||||||
Power Transmission |
(16 | ) | (145 | ) | 89 | % | (1.2 | )% | (9.9 | )% |
Fossil Power Generation generated profit of 507 million in the first quarter. Reported profit of 580 million in the same period a year earlier included an 87 million gain on the Divisions divestment of its joint venture stake in OAO Power Machines, partly offset by 51 million in charges related to Olkiluoto. Revenue in the current period decreased 1% and order intake was up 18%, driven by a number of large orders including a combined-cycle power plant in Germany.
First-quarter profit at Wind Power was 52 million compared to a loss a year earlier. Key factors in the change included higher revenue, positive effects related to project completions, and settlement of a claim related to an offshore wind-farm project. Revenue rose 27% compared to the first quarter a year earlier, as the Division continued to work off its order backlog in both Europe, C.I.S., Africa, Middle East and the Americas. First-quarter orders came in 25% lower year-over-year, due in part to concerns about expiring tax incentives in the U.S. at the end of calendar 2012. A year earlier, the U.S. was a major contributor to Wind Powers higher volume from large orders in the first quarter.
First-quarter profit at Oil & Gas fell to 25 million, due in part to 46 million in charges resulting from compliance with newly enacted sanctions on Iran, primarily on its oil and gas industries. Revenue and orders for the Division were close to prior-year levels.
Power Transmission sharply reduced its first-quarter loss compared to a year earlier. The Division took 28 million in project charges related mainly to grid connections to offshore wind-farms, compared to 203 million in project charges in the prior-year period. Profit development in the current period was held back by margin impacts related to these projects and by conversion of orders booked in prior periods with significant pricing pressure. First-quarter revenue was down 6% year-over-year, due mainly to a significant decrease in Europe, C.I.S., Africa, Middle East. First-quarter orders came in 11% lower compared to the prior-year quarter, due in part to more selective order intake in Europe, C.I.S., Africa, Middle East. The Division expects continuing challenges in coming quarters.
Healthcare Sector
Sector | First three months of fiscal |
% Change | therein | |||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||||
Profit |
503 | 364 | 38 | % | ||||||||||||||||||||||
Profit margin |
15.5 | % | 11.6 | % | ||||||||||||||||||||||
Orders |
3,286 | 3,284 | 0 | % | (1 | )% | 2 | % | 0 | % | ||||||||||||||||
Revenue |
3,252 | 3,152 | 3 | % | 1 | % | 2 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
First-quarter profit in the Healthcare Sector rose to 503 million, led by earnings performances in its imaging and therapy systems businesses. Profit development for the Sector included a more favorable business mix and improvements in cost position resulting from the Sectors ongoing Agenda 2013 initiative. For comparison, profit of 364 million in the prior-year period included 72 million in charges for Agenda 2013.
Profit at Diagnostics rose to 111 million from 67 million in the prior-year period, benefiting from a more favorable business mix. For comparison, the prior-year period included 35 million of the Agenda 2013 charges mentioned above. Purchase price allocation (PPA) effects related to past
10
acquisitions at Diagnostics were 43 million in the first quarter. A year earlier, Diagnostics recorded 42 million in PPA effects.
Revenue for the Sector rose 3% and orders were stable compared to the prior-year period. On a regional basis, growth came from Asia, Australia, led by China with double-digit increases in both revenue and orders. The book-to-bill ratio was 1.01, and Healthcares order backlog was 7 billion at the end of the first quarter.
The Diagnostics business increased its first-quarter revenue to 961 million from 925 million a year earlier, driven by higher demand in emerging markets.
Industry Sector
Sector | First three months of fiscal |
% Change | therein | |||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||||
Profit |
500 | 556 | (10 | )% | ||||||||||||||||||||||
Profit margin |
10.8 | % | 11.8 | % | ||||||||||||||||||||||
Orders |
4,509 | 4,901 | (8 | )% | (9 | )% | 1 | % | 0 | % | ||||||||||||||||
Revenue |
4,633 | 4,702 | (1 | )% | (3 | )% | 1 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
The market environment for Industry was more challenging than a year earlier. Industry delivered first-quarter profit of 500 million, compared to 556 million in the prior-year period. The decline year-over-year was due largely to the Drive Technologies Division, where weaker demand in short-cycle businesses led to a less favorable business mix. Furthermore, profit contributions from the Sectors offerings for renewable energy were lower year-over-year.
First-quarter revenue and orders for the Sector were down 1% and 8%, respectively, including declines across its Divisions and metals technologies business. On a geographic basis, Industry recorded 2% revenue growth in the Americas region, which was more than offset by lower revenue year-over-year in Europe, C.I.S., Africa, Middle East and Asia, Australia. Orders fell in all three reporting regions. The Sectors book-to-bill ratio was 0.97 and its order backlog at the end of the quarter was 11 billion.
Shortly after the quarters end, Industry closed its acquisition of LMS International NV, which will be integrated into the Sectors Industry Automation Division. The purchase price amounted to 0.7 billion.
Businesses | Orders | |||||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||||
Industry Automation |
2,182 | 2,452 | (11 | )% | (12 | )% | 1 | % | 0 | % | ||||||||||||||||
Drive Technologies |
2,253 | 2,297 | (2 | )% | (3 | )% | 1 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
Businesses | Revenue | |||||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||||
Industry Automation |
2,218 | 2,249 | (1 | )% | (3 | )% | 1 | % | 0 | % | ||||||||||||||||
Drive Technologies |
2,092 | 2,161 | (3 | )% | (5 | )% | 1 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
11
Businesses | Profit | Profit margin | ||||||||||||||||||
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First three months of fiscal |
First three months of fiscal |
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2013 | 2012 | % Change | 2013 | 2012 | ||||||||||||||||
(in millions of ) | ||||||||||||||||||||
Industry Automation |
307 | 323 | (5 | )% | 13.9 | % | 14.3 | % | ||||||||||||
Drive Technologies |
169 | 194 | (13 | )% | 8.1 | % | 9.0 | % |
First-quarter profit for Industry Automation declined moderately on slightly lower revenue year-over-year. Orders declined 11% compared to the prior-year period, when reported orders benefited from a recognition effect related to the Divisions product lifecycle management software. PPA effects related to the acquisition of UGS Corp. in fiscal 2007 were 37 million in the current quarter compared to 35 million a year earlier
Profit at Drive Technologies was 169 million in the first quarter, well below the same period a year earlier. Market conditions held back demand for the Divisions higher-margin short-cycle offerings and reduced the profit contribution from its renewable energy offerings. These factors were only partly offset by improved results in long-cycle businesses year-over-year. Revenue and orders were down 3% and 2%, respectively, for Drive Technologies overall. On a regional basis, higher revenue in the Americas could not overcome declines in other regions. Orders showed the reverse pattern, as lower orders in the Americas more than offset increases in other regions.
Infrastructure & Cities Sector
Sector | First three months of fiscal |
% Change | therein | |||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||||
Profit |
128 | 200 | (36 | )% | ||||||||||||||||||||||
Profit margin |
3.1 | % | 4.9 | % | ||||||||||||||||||||||
Orders |
4,364 | 4,679 | (7 | )% | (9 | )% | 2 | % | 0 | % | ||||||||||||||||
Revenue |
4,141 | 4,055 | 2 | % | 0 | % | 2 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
First-quarter profit at Infrastructure & Cities declined year-over-year, to 128 million. This was due mainly to the Transportation & Logistics Business, which recorded higher project charges and posted a loss. In contrast, profit increased at the Power Grid Solutions & Products Business and the Building Technologies Division.
Revenue and order development showed the same pattern. Power Grid Solutions & Products and Building Technologies delivered revenue and order growth, including increases in all three geographic regions. Transportation & Logistics posted a 2% decline in revenue and a 30% drop in orders compared to the prior-year period, which included a major order for trains. Taken together, these factors resulted in 2% revenue growth and a 7% order decline for the Sector overall. The book-to-bill ratio was 1.05 and its order backlog at the end of the quarter was 24 billion.
Businesses | Orders | |||||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||||
Transportation & Logistics |
1,357 | 1,937 | (30 | )% | (31 | )% | 1 | % | 0 | % | ||||||||||||||||
Power Grid Solutions & Products |
1,709 | 1,496 | 14 | % | 12 | % | 2 | % | 0 | % | ||||||||||||||||
Building Technologies |
1,367 | 1,353 | 1 | % | (1 | )% | 2 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
12
Businesses | Revenue | |||||||||||||||||||||||||
First three months of fiscal |
% Change | therein | ||||||||||||||||||||||||
2013 | 2012 | Actual | Adjusted(1) | Currency | Portfolio | |||||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||||
Transportation & Logistics |
1,370 | 1,399 | (2 | )% | (3 | )% | 1 | % | 0 | % | ||||||||||||||||
Power Grid Solutions & Products |
1,435 | 1,353 | 6 | % | 4 | % | 2 | % | 0 | % | ||||||||||||||||
Building Technologies |
1,402 | 1,370 | 2 | % | 0 | % | 2 | % | 0 | % |
(1) | Excluding currency translation and portfolio effects. |
Businesses | Profit | Profit
margin First three months of fiscal |
||||||||||||||||||
First three months of fiscal |
||||||||||||||||||||
2013 | 2012 | % Change | 2013 | 2012 | ||||||||||||||||
(in millions of ) | ||||||||||||||||||||
Transportation & Logistics |
(54 | ) | 27 | n/a | (3.9 | )% | 1.9 | % | ||||||||||||
Power Grid Solutions & Products |
100 | 82 | 22 | % | 6.9 | % | 6.0 | % | ||||||||||||
Building Technologies |
92 | 85 | 9 | % | 6.6 | % | 6.2 | % |
The Transportation & Logistics Business posted a loss of 54 million in the first quarter compared to a profit of 27 million a year earlier. The change was due mainly to higher project charges, particularly related to high-speed trains, totaling 116 million, compared to 69 million in the prior-year period. In addition, the revenue mix was less favorable due to lower margins associated with large long-term contracts from prior periods, which are being converted to current business. Revenue declined slightly year-over-year. Orders came in substantially lower compared to the first quarter a year earlier, which included a major order for trains in Russia.
The Power Grid Solutions & Products Business posted first-quarter profit of 100 million. Major factors in the 22% increase year-over-year included successful implementation of productivity measures, higher capacity utilization and a more favorable revenue mix. Revenue growth of 6% and order growth of 14% were broad-based across the Business and on a regional basis.
First-quarter profit at Building Technologies came in at 92 million, a 9% increase compared to the prior-year period. Revenue and orders were up slightly year-over-year, including growth in all three reporting regions.
Equity Investments
First-quarter profit at Equity Investments rose to 135 million from 75 million a year earlier. The increase was due mainly to Nokia Siemens Networks B.V. (NSN), which posted a profit in a strong year-end quarter. Siemens equity investment result related to NSN was 51 million, compared to 0 million a year earlier. NSN reported to Siemens that it took restructuring charges and associated items totaling 257 million in the current period, compared to 23 million a year earlier. Results from equity investments are expected to be volatile in coming quarters.
13
Financial Services (SFS)
First three months of fiscal |
||||||||||||
2013 | 2012 | % Change | ||||||||||
(in millions of ) | ||||||||||||
Income before income taxes |
117 | 199 | (41 | )% | ||||||||
December 31, 2012 |
September 30, 2012 |
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Total assets |
17,388 | 17,405 | 0 | % |
In the first quarter, SFS delivered 117 million in profit (defined as income before income taxes). For comparison, higher profit in the prior-year period included a 78 million gain on the sale of a portion of SFSs stake in Bangalore International Airport Limited. Total assets at the end of the first quarter were nearly unchanged compared to the end of fiscal 2012. The growth strategy for SFS remains in place.
Reconciliation to Consolidated Financial Statements
Reconciliation to Consolidated Financial Statements includes Centrally managed portfolio activities, Siemens Real Estate and various categories of items which are not allocated to the Sectors and to SFS because Management has determined that such items are not indicative of their respective performance.
Centrally managed portfolio activities
Centrally managed portfolio activities reported a profit of 1 million in the first three months of fiscal 2013, compared to 0 million in the same period a year earlier.
Siemens Real Estate
Income before income taxes at Siemens Real Estate was 45 million in the first three months of fiscal 2013, compared to 5 million in the same period a year earlier. This increase was attributable mainly to significantly higher income related to the disposal of real estate.
Corporate items and pensions
Corporate items and pensions reported a loss of 166 million in the first quarter, unchanged compared to the prior-year period. The loss at Corporate items was 68 million, compared to a loss of 66 million in the same quarter a year earlier. Centrally carried pension expense totaled 98 million in the first quarter, compared to 100 million in the prior-year period. Both periods were significantly affected by the adoption of International Accounting Standard 19 (Revised).
Eliminations, Corporate Treasury and other reconciling items
Income before income taxes from Eliminations, Corporate Treasury and other reconciling items was 20 million in the first three months of fiscal 2012, compared to 39 million in the same period a year earlier. The decrease year-over-year included lower results from Corporate Treasury activities, due mainly to lower interest income from liquidity compared to the prior-year period.
14
Reconciliation to adjusted EBITDA (continuing operations)
The following table gives additional information on topics included in Profit and Income before income taxes and provides a reconciliation to adjusted EBITDA based on continuing operations.
For the first three months of fiscal 2013 and 2012 ended December 31, 2012 and 2011
(in millions of )
Profit(1) | Income (loss) from investments accounted for using the equity method, net(2) |
Financial income (expense), net(3) |
Adjusted EBIT(4) |
Amortization(5) | Depreciation and impairments of property, plant and equipment and goodwill(6) |
Adjusted EBITDA |
Adjusted EBITDA margin |
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2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||
Sectors |
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Energy Sector |
567 | 507 | 21 | 29 | (9 | ) | 77 | 554 | 401 | 27 | 20 | 100 | 87 | 681 | 508 | 10.8 | % | 8.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
therein: Fossil Power Generation |
507 | 580 | 14 | 15 | (5 | ) | 80 | 497 | 485 | 5 | 6 | 33 | 31 | 536 | 521 | |||||||||||||||||||||||||||||||||||||||||||||||||
Wind Power |
52 | (26 | ) | (3 | ) | 1 | (1 | ) | (3 | ) | 56 | (23 | ) | 6 | 5 | 21 | 19 | 83 | | |||||||||||||||||||||||||||||||||||||||||||||
Oil & Gas |
25 | 90 | | | (1 | ) | (1 | ) | 25 | 91 | 12 | 7 | 19 | 15 | 57 | 114 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Transmission |
(16 | ) | (145 | ) | 5 | 9 | (2 | ) | 1 | (19 | ) | (154 | ) | 3 | 3 | 26 | 21 | 10 | (130 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Healthcare Sector |
503 | 364 | 2 | 2 | | (10 | ) | 501 | 372 | 83 | 113 | 79 | 92 | 663 | 577 | 20.4 | % | 18.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
therein: Diagnostics |
111 | 67 | | | 3 | 1 | 108 | 66 | 51 | 80 | 53 | 55 | 212 | 201 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Industry Sector |
500 | 556 | 2 | 2 | (3 | ) | (4 | ) | 501 | 557 | 67 | 64 | 82 | 73 | 650 | 694 | 14.0 | % | 14.8 | % | ||||||||||||||||||||||||||||||||||||||||||||
therein: Industry Automation |
307 | 323 | | 1 | (1 | ) | (1 | ) | 308 | 323 | 53 | 49 | 34 | 30 | 395 | 402 | ||||||||||||||||||||||||||||||||||||||||||||||||
Drive Technologies |
169 | 194 | 2 | 1 | (1 | ) | (1 | ) | 168 | 194 | 12 | 12 | 45 | 40 | 226 | 246 | ||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure & Cities Sector |
128 | 200 | 12 | 5 | (17 | ) | (5 | ) | 133 | 199 | 29 | 27 | 39 | 38 | 201 | 264 | 4.8 | % | 6.5 | % | ||||||||||||||||||||||||||||||||||||||||||||
therein: Transportation & Logistics |
(54 | ) | 27 | 9 | 2 | (2 | ) | (4 | ) | (61 | ) | 28 | 3 | 3 | 10 | 10 | (48 | ) | 42 | |||||||||||||||||||||||||||||||||||||||||||||
Power Grid Solutions & Products |
100 | 82 | 2 | 3 | (1 | ) | (1 | ) | 98 | 80 | 9 | 9 | 17 | 16 | 124 | 104 | ||||||||||||||||||||||||||||||||||||||||||||||||
Building Technologies |
92 | 85 | | | (1 | ) | (1 | ) | 93 | 85 | 16 | 15 | 11 | 12 | 121 | 112 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total Sectors |
1,698 | 1,627 | 37 | 39 | (28 | ) | 59 | 1,689 | 1,529 | 205 | 224 | 300 | 290 | 2,194 | 2,043 | |||||||||||||||||||||||||||||||||||||||||||||||||
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Equity Investments |
135 | 75 | 133 | 74 | 2 | 2 | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Services (SFS) |
117 | 199 | 25 | 95 | 110 | 106 | (18 | ) | (1 | ) | 1 | 2 | 57 | 58 | 41 | 58 | ||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation to Consolidated Financial Statements |
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Centrally managed portfolio activities |
1 | | 1 | 2 | | | 1 | (2 | ) | 1 | 1 | | | 2 | (1 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Siemens Real Estate (SRE) |
45 | 5 | | | (28 | ) | (30 | ) | 73 | 35 | | | 65 | 68 | 138 | 103 | ||||||||||||||||||||||||||||||||||||||||||||||||
Corporate items and pensions |
(166 | ) | (166 | ) | | | (78 | ) | (116 | ) | (87 | ) | (50 | ) | 4 | 3 | 13 | 12 | (70 | ) | (35 | ) | ||||||||||||||||||||||||||||||||||||||||||
Eliminations, Corporate Treasury and other reconciling items |
20 | 39 | (1 | ) | (4 | ) | 32 | 73 | (11 | ) | (30 | ) | | | (9 | ) | (11 | ) | (20 | ) | (41 | ) | ||||||||||||||||||||||||||||||||||||||||||
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Siemens |
1,850 | 1,780 | 194 | 205 | 9 | 94 | 1,647 | 1,480 | 212 | 230 | 426 | 417 | 2,285 | 2,127 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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(1) | Profit of the Sectors as well as of Equity Investments and Centrally managed portfolio activities is earnings before financing interest, certain pension costs and income taxes. Certain other items not considered performance indicative by Management may be excluded. Profit of SFS and SRE is Income before income taxes. Profit of Siemens is Income from continuing operations before income taxes. For a reconciliation of Income from continuing operations before income taxes to Net income see Consolidated Statements of Income. |
(2) | Includes impairments and reversals of impairments of investments accounted for using the equity method. |
(3) | Includes impairment of non-current available-for-sale financial assets. For Siemens, Financial income (expense), net comprises Interest income, Interest expense and Other financial income (expense), net as reported in the Consolidated Statements of Income. |
(4) | Adjusted EBIT is Income from continuing operations before income taxes less Financial income (expense), net and Income (loss) from investments accounted for using the equity method, net. |
(5) | Amortization and impairments, net of reversals, of intangible assets other than goodwill. |
(6) | Depreciation and impairments of property, plant and equipment, net of reversals. Includes impairments of goodwill of million in the current period and million in the prior-year period, respectively. |
15
LIQUIDITY, CAPITAL RESOURCES AND REQUIREMENTS
Cash flows
The following discussion presents an analysis of our cash flows from operating, investing and financing activities for the first three months of fiscal 2013 and 2012 for both continuing and discontinued operations.
Cash flows |
Continuing operations | Discontinued operations | Continuing and discontinued operations |
|||||||||||||||||||||
First three months of fiscal | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
(in millions of ) | ||||||||||||||||||||||||
Net cash provided by (used in): |
||||||||||||||||||||||||
Operating activities |
(1,057 | ) | (514 | ) | 81 | (204 | ) | (976 | ) | (718 | ) | |||||||||||||
Investing activities |
(581 | ) | (1,457 | ) | (51 | ) | (129 | ) | (632 | ) | (1,586 | ) | ||||||||||||
therein: Additions to intangible assets and property, plant and equipment |
(378 | ) | (442 | ) | (41 | ) | (43 | ) | (420 | ) | (485 | ) | ||||||||||||
Free cash flow |
(1,435 | ) | (956 | ) | 40 | (247 | ) | (1,395 | ) | (1,204 | ) | |||||||||||||
Financing activities |
(1,394 | ) | (1,592 | ) | (30 | ) | 333 | (1,424 | ) | (1,259 | ) |
Cash flows from operating activitiesAfter a strong cash performance at the end of fiscal 2012, continuing operations used net cash of 1.057 billion in the first three months of fiscal 2013, compared to net cash used of 514 million in the same period a year earlier. In the current period, income from continuing operations was 1.295 billion. Therein included are amortization, depreciation and impairments of 638 million. A build-up of operating net working capital led to cash outflows of 2.6 billion. The increase in operating net working capital was due mainly to payments of trade payables particularly in the Energy Sector. The current period also included income taxes paid of 569 million. In the prior-year period, income from continuing operations was 1.314 billion. Therein included are amortization, depreciation and impairments of 647 million. The build-up of operating net working capital in the prior-year period was sharply lower than in the current period. In contrast, the prior-year period also included cash outflows of 0.3 billion related to Healthcares particle therapy business. For comparison, income taxes paid were 233 million a year earlier.
Discontinued operations provided net cash of 81 million in the first three months of fiscal 2013, compared to net cash used of 204 million in the prior-year period. The change was due largely to a strong operating cash flow performance at OSRAM.
Cash flows from investing activitiesNet cash used in investing activities for continuing operations amounted to 581 million in the first three months of fiscal 2013, compared to net cash used of 1.457 billion in the prior-year period. The decrease in cash outflows from investing activities was due mainly to a lower new business volume and higher run-off of leasing and loan receivables at SFS. Cash outflows for these SFS financing activities were 119 million in the first three months of fiscal 2013, compared to 1.009 billion in the prior-year period.
Discontinued operations used net cash of 51 million in the first three months of fiscal 2013, compared to net cash used of 129 million in the prior-year period. These cash outflows related primarily to OSRAM.
Free cash flow from continuing operations amounted to a negative 1.435 billion in the first three months of fiscal 2013, compared to a negative 956 million a year earlier. The decrease was due primarily to cash flows from operating activities as discussed above. Additions to intangible assets and property, plant and equipment decreased in the current three months, mainly due to lower investments within the Sectors.
On a sequential basis, Free cash flow in the first quarter of fiscal 2013 and during fiscal 2012 was as follows:
16
Cash flows from financing activitiesContinuing operations used net cash of 1.394 billion in the first three months of fiscal 2013, compared to net cash used of 1.592 billion in the same period a year earlier. The decrease in net cash outflows was due primarily to lower repayments of long-term debt partly offset by purchase of common stock and a decline in cash inflows from short-term debt and other financing activities. The cash outflows for the purchase of common stock of 1.219 billion in the current period related mainly to Siemens share buy back program, which was completed in November 2012. For comparison, cash outflows for the repayment of long-term debt of 2.208 billion in the prior-year period were for the redemption of 1.55 billion in 5.25%-fixed-rate-instruments and 0.7 billion in floating rate assignable loans. These cash outflows a year earlier were partly offset by cash inflows from the change in short-term debt and other financing activities of 1.187 billion, due primarily to net cash inflows from the issuance of commercial paper.
Capital structure
A key consideration for Siemens is maintenance of ready access to the capital markets through various debt products and preservation of our ability to repay and service our debt obligation over time. Siemens set a capital structure target range of 0.5-1.0. The capital structure ratio is defined as the item Adjusted industrial net debt divided by the item Adjusted EBITDA (continuing operations). As of December 31, 2012 and September 30, 2012 the ratios were as follows:
17
December 31, 2012 |
September 30, 2012 |
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(in millions of ) | ||||||||
Short-term debt and current maturities of long-term debt(1) |
3,709 | 3,826 | ||||||
Plus: Long-term debt(1) |
16,651 | 16,880 | ||||||
Less: Cash and cash equivalents |
(7,823 | ) | (10,891 | ) | ||||
Less: Current available-for-sale financial assets |
(517 | ) | (524 | ) | ||||
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Net debt |
12,020 | 9,292 | ||||||
Less: SFS Debt(2) |
(14,490 | ) | (14,558 | ) | ||||
Plus: Pension plans and similar commitments(3) |
9,856 | 9,801 | ||||||
Plus: Credit guarantees |
313 | 326 | ||||||
Less: 50% nominal amount hybrid bond(4) |
(910 | ) | (920 | ) | ||||
Less: Fair value hedge accounting adjustment(5) |
(1,570 | ) | (1,670 | ) | ||||
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Adjusted industrial net debt |
5,220 | 2,271 | ||||||
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Adjusted EBITDA (continuing operations) |
2,285 | 9,756 | ||||||
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Adjusted industrial net debt / adjusted EBITDA (continuing operations)(6) |
0.57 | 0.23 | ||||||
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|
(1) | The item Short-term debt and current maturities of long-term debt as well as the item Long-term debt included in total fair value hedge accounting adjustments of 1,570 million as of December 31, 2012 and 1,670 million as of September 30, 2012. |
(2) | The adjustment considers that both Moodys and S&P view SFS as a captive finance company. These rating agencies generally recognize and accept higher levels of debt attributable to captive finance subsidiaries in determining credit ratings. Following this concept, we exclude SFS Debt in order to derive an adjusted industrial net debt which is not affected by SFSs financing activities. |
(3) | To reflect Siemens total pension liability, adjusted industrial net debt includes line item Pension plans and similar commitments as presented in Consolidated Statements of Financial Position. |
(4) | The adjustment for our hybrid bond considers the calculation of this financial ratio applied by rating agencies to classify 50% of our hybrid bond as equity and 50% as debt. This assignment reflects the characteristics of our hybrid bond such as a long maturity date and subordination to all senior and debt obligations. |
(5) | Debt is generally reported with a value representing approximately the amount to be repaid. However for debt designated in a hedging relationship (fair value hedges), this amount is adjusted by changes in market value mainly due to changes in interest rates. Accordingly we deduct these changes in market value in order to end up with an amount of debt that approximately will be repaid. We believe this is a more meaningful figure for the calculation presented above. For further information on fair value hedges see Note 31 in D.6 Notes to Consolidated Financial Statements in our Annual Report for fiscal 2012. |
(6) | In order to calculate this ratio, adjusted EBITDA (continuing operations) needs to be annualized. |
18
Funding of pension plans and similar commitments
At the end of the first quarter of fiscal 2013, the combined funded status of Siemens pension plans showed an estimated underfunding of 8.9 billion, unchanged from the level at the end of fiscal 2012. The increase in Siemens DBO was offset by an increase in the fair value of Siemens funded pension plan assets.
The estimated DBO of Siemens pension plans, which takes into account future compensation and pension increases, amounted to 33.5 billion on December 31, 2012, 0.5 billion higher than the DBO of 33.0 billion on September 30, 2012. The DBO increased primarily due to a decrease in the discount rate assumption as of December 31, 2012, and, to a minor extent, the net of accrued service and interest cost less benefits paid during the three-month period ended December 31, 2012. These negative effects were only partly offset by currency translation effects and settlements.
The fair value of Siemens funded pension plan assets as of December 31, 2012, was 24.6 billion compared to 24.1 billion on September 30, 2012. The actual return on plan assets for the first quarter of fiscal 2013 amounted to 765 million, resulting mainly from fixed-income investments and, to a lesser extent, from equity investments. In the first three months of fiscal 2013, employer contributions amounted to 266 million. These positive effects were partly offset by benefits paid during the quarter, currency translation effects and settlements.
The combined funded status of Siemens predominantly unfunded other post-employment benefit plans amounted to an underfunding of 0.7 billion, both at the end of the first quarter of fiscal 2013 and as of September 30, 2012.
For more information on Siemens pension plans and similar commitments, see Note 7 in Notes to Condensed Interim Consolidated Financial Statements.
REPORT ON RISKS AND OPPORTUNITIES
Within the scope of its entrepreneurial activities and the variety of its operations, Siemens encounters numerous risks and opportunities which could negatively or positively affect business development. For the early recognition and successful management of relevant risks and opportunities we employ a number of coordinated risk management and control systems. Risk management facilitates the sustainable protection of our future corporate success and is an integral part of all our decisions and business processes.
In our Annual Report for fiscal 2012 we described certain risks which could have a material adverse effect on our financial condition, including effects on assets, liabilities and cash flows, and results of operations, certain opportunities as well as the design of our risk management system.
As previously disclosed, business with customers in Iran is subject to export control regulations, embargoes, sanctions or other forms of trade restrictions imposed by the U.S., the European Union and other countries or organizations. The sanction regime against Iran was recently further tightened. Following the approval of Council Regulation (EU) No. 267/2012 on March 23, 2012 concerning restrictive measures against Iran and repealing Regulation (EU) No 961/2010, the Implementing Regulations (EU) No. 945/2012 dated October 15, 2012 and No. 1264/2012 dated December 21, 2012, which were based on Council Regulation (EU) No. 267/2012, specify numerous additional companies and institutions as sanctions targets (primarily from the oil and gas industries). In addition, Amending Regulation (EU) No. 1263/2012 dated December 21, 2012, enhanced in particular the restrictions related to goods and products and sets time-limits for the execution of transactions under pre-existing contracts. Furthermore, the signing into law of the American Iran Threat Reduction and Syria Human Rights Act of 2012 on August 10, 2012 tightened the restrictions on the ability of non-U.S. companies to do business or trade with Iran and Syria and imposed additional disclosure obligations. As described in our Annual Report of fiscal 2012, we have issued, and regularly update, restrictive internal guidelines governing business with customers in Iran. We may, however, still conduct certain business activities and provide products and services to customers in Iran under limited circumstances. Although we believe that
19
our business activities have not had a material negative impact on our reputation or share value, we cannot exclude any such impact in the future. New or tightened export control regulations, sanctions, embargos or other forms of trade restrictions imposed on Iran, Syria or on other sanctioned countries in which we do business may result in a curtailment of our existing business in such countries and in an adaptation of our policies. In addition, the termination of our activities in Iran, Syria or other sanctioned countries may expose us to customer claims and other actions.
During the first three months of fiscal 2013 we identified no further significant risks and opportunities besides those presented in our Annual Report for fiscal 2012 and in the sections of this Interim Report entitled Overview of financial results for the first quarter of fiscal 2013, Segment information analysis, and Legal proceedings. Additional risks not known to us or that we currently consider immaterial could also impair our business operations. We do not expect to incur any risks that alone or in combination would appear to jeopardize the continuity of our business.
We refer also to Notes and forward-looking statements at the end of this Interim group management report.
LEGAL PROCEEDINGS
For information on legal proceedings, see Note 10 in Notes to Condensed Interim Consolidated Financial Statements.
SUBSEQUENT EVENTS
At the beginning of January 2013, Siemens closed the acquisition of LMS International NV, Belgium, a leading provider of mechatronic simulation solutions. For more information, see Note 16 in Notes to Condensed Interim Consolidated Financial Statements.
At the annual general meeting of Siemens AG on January 23, 2013, shareholders approved the previously proposed spin-off of OSRAM. For more information, see Note 2 in Notes to Condensed Interim Consolidated Financial Statements. We are taking the appropriate steps to complete the spin-off as approved.
OUTLOOK FOR FISCAL 2013
For our outlook for fiscal 2013, see our Annual Report 2012.
20
NOTES AND FORWARD-LOOKING STATEMENTS
This document includes supplemental financial measures that are or may be non-GAAP financial measures. Orders and order backlog; adjusted or organic growth rates of revenue and orders; book-to-bill ratio; Total Sectors profit; return on equity (after tax), or ROE (after tax); return on capital employed (adjusted), or ROCE (adjusted); Free cash flow, or FCF; cash conversion rate, or CCR; adjusted EBITDA; adjusted EBIT; adjusted EBITDA margins, earnings effects from purchase price allocation, or PPA effects; net debt and adjusted industrial net debt are or may be such non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation as alternatives to measures of Siemens financial condition, results of operations or cash flows as presented in accordance with IFRS in its Consolidated Financial Statements. Other companies that report or describe similarly titled financial measures may calculate them differently. Definitions of these supplemental financial measures, a discussion of the most directly comparable IFRS financial measures, information regarding the usefulness of Siemens supplemental financial measures, the limitations associated with these measures and reconciliations to the most comparable IFRS financial measures are available on Siemens Investor Relations website at www.siemens.com/nonGAAP. For additional information, see supplemental financial measures and the related discussion in Siemens most recent annual report on Form 20-F, which can be found on our Investor Relations website or via the EDGAR system on the website of the United States Securities and Exchange Commission.
This document contains statements related to our future business and financial performance and future events or developments involving Siemens that may constitute forward-looking statements. These statements may be identified by words such as expects, looks forward to, anticipates, intends, plans, believes, seeks, estimates, will, project or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to stockholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of Siemens management, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens control, affect Siemens operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or anticipated on the basis of historical trends. These factors include in particular, but are not limited to, the matters described in Item 3: Key informationRisk factors of our most recent annual report on Form 20-F filed with the SEC, in the chapter Risks of our most recent annual report prepared in accordance with the German Commercial Code, and in the chapter Report on risks and opportunities of our most recent interim report.
Further information about risks and uncertainties affecting Siemens is included throughout our most recent annual and interim reports, as well as our most recent earnings release, which are available on the Siemens website, www.siemens.com, and throughout our most recent annual report on Form 20-F and in our other filings with the SEC, which are available on the Siemens website, www.siemens.com, and on the SECs website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of Siemens may vary materially from those described in the relevant forward-looking statement as being expected, anticipated, intended, planned, believed, sought, estimated or projected. Siemens neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
21
SIEMENS
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the first three months of fiscal 2013 and 2012 ended December 31, 2012 and 2011
(in millions of , per share amounts in )
Note | 2013 | 2012(1) | ||||||||||
Revenue |
18,128 | 17,856 | ||||||||||
Cost of goods sold and services rendered |
(12,861 | ) | (12,773 | ) | ||||||||
|
|
|
|
|||||||||
Gross profit |
5,267 | 5,083 | ||||||||||
Research and development expenses |
(998 | ) | (978 | ) | ||||||||
Marketing, selling and general administrative expenses |
(2,623 | ) | (2,638 | ) | ||||||||
Other operating income |
3 | 139 | 114 | |||||||||
Other operating expense |
4 | (138 | ) | (101 | ) | |||||||
Income from investments accounted for using the equity method, net |
194 | 205 | ||||||||||
Interest income |
5 | 232 | 241 | |||||||||
Interest expense |
5 | (189 | ) | (194 | ) | |||||||
Other financial income (expense), net |
(34 | ) | 48 | |||||||||
|
|
|
|
|||||||||
Income from continuing operations before income taxes |
1,850 | 1,780 | ||||||||||
Income taxes |
(555 | ) | (466 | ) | ||||||||
|
|
|
|
|||||||||
Income from continuing operations |
1,295 | 1,314 | ||||||||||
Income (loss) from discontinued operations, net of income taxes |
2 | (81 | ) | 70 | ||||||||
|
|
|
|
|||||||||
Net income |
1,214 | 1,383 | ||||||||||
|
|
|
|
|||||||||
Attributable to: |
||||||||||||
Non-controlling interests |
16 | 18 | ||||||||||
Shareholders of Siemens AG |
1,197 | 1,366 | ||||||||||
Basic earnings per share |
12 | |||||||||||
Income from continuing operations |
1.52 | 1.48 | ||||||||||
Income (loss) from discontinued operations |
(0.10 | ) | 0.08 | |||||||||
|
|
|
|
|||||||||
Net income |
1.42 | 1.56 | ||||||||||
|
|
|
|
|||||||||
Diluted earnings per share |
12 | |||||||||||
Income from continuing operations |
1.50 | 1.47 | ||||||||||
Income (loss) from discontinued operations |
(0.10 | ) | 0.08 | |||||||||
|
|
|
|
|||||||||
Net income |
1.40 | 1.54 | ||||||||||
|
|
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
For the first three months of fiscal 2013 and 2012 ended December 31, 2012 and 2011
(in millions of )
2013 | 2012(1) | |||||||
Net income |
1,214 | 1,383 | ||||||
Items that will not be reclassified to profit or loss: |
||||||||
Remeasurements of defined benefit plans |
(95 | ) | 402 | |||||
|
|
|
|
|||||
Items that may be reclassified subsequently to profit or loss: |
||||||||
Currency translation differences |
(375 | ) | 559 | |||||
Available-for-sale financial assets |
1 | (56 | ) | |||||
Derivative financial instruments |
74 | (73 | ) | |||||
|
|
|
|
|||||
(300 | ) | 430 | ||||||
|
|
|
|
|||||
Other comprehensive income, net of tax (2) |
(395 | ) | 833 | |||||
|
|
|
|
|||||
Total comprehensive income |
818 | 2,215 | ||||||
|
|
|
|
|||||
Attributable to: |
||||||||
Non-controlling interests |
2 | 28 | ||||||
Shareholders of Siemens AG |
817 | 2,188 |
(1) | Adjusted for effects of adopting IAS 19R, see Note 1 Basis of presentation. |
(2) | Includes income (expense) resulting from investments accounted for using the equity method of (66) million and (31) million, respectively, for the three months ended December 31, 2012 and 2011 of which (59) million and (42) million, respectively, are attributable to items that will not be reclassified to profit or loss. |
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
22
SIEMENS
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2012 (unaudited) and September 30, 2012
(in millions of )
Note | 12/31/12 | 9/30/12(1) | ||||||||||
ASSETS |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
7,823 | 10,891 | ||||||||||
Available-for-sale financial assets |
517 | 524 | ||||||||||
Trade and other receivables |
15,688 | 15,220 | ||||||||||
Other current financial assets |
2,814 | 2,901 | ||||||||||
Inventories |
15,987 | 15,679 | ||||||||||
Income tax receivables |
804 | 836 | ||||||||||
Other current assets |
1,343 | 1,277 | ||||||||||
Assets classified as held for disposal |
2 | 4,638 | 4,799 | |||||||||
|
|
|
|
|||||||||
Total current assets |
49,615 | 52,128 | ||||||||||
|
|
|
|
|||||||||
Goodwill |
16,831 | 17,069 | ||||||||||
Other intangible assets |
4,402 | 4,595 | ||||||||||
Property, plant and equipment |
10,583 | 10,763 | ||||||||||
Investments accounted for using the equity method |
4,586 | 4,436 | ||||||||||
Other financial assets |
14,702 | 14,666 | ||||||||||
Deferred tax assets |
3,352 | 3,748 | ||||||||||
Other assets |
907 | 846 | ||||||||||
|
|
|
|
|||||||||
Total assets |
104,977 | 108,251 | ||||||||||
|
|
|
|
|||||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities |
||||||||||||
Short-term debt and current maturities of long-term debt |
6 | 3,709 | 3,826 | |||||||||
Trade payables |
6,452 | 8,036 | ||||||||||
Other current financial liabilities |
1,829 | 1,460 | ||||||||||
Current provisions |
4,637 | 4,750 | ||||||||||
Income tax payables |
2,262 | 2,204 | ||||||||||
Other current liabilities |
19,542 | 20,302 | ||||||||||
Liabilities associated with assets classified as held for disposal |
2 | 2,053 | 2,049 | |||||||||
|
|
|
|
|||||||||
Total current liabilities |
40,483 | 42,627 | ||||||||||
|
|
|
|
|||||||||
Long-term debt |
6 | 16,651 | 16,880 | |||||||||
Pension plans and similar commitments |
7 | 9,856 | 9,801 | |||||||||
Deferred tax liabilities |
517 | 494 | ||||||||||
Provisions |
3,904 | 3,908 | ||||||||||
Other financial liabilities |
965 | 1,083 | ||||||||||
Other liabilities |
2,050 | 2,034 | ||||||||||
|
|
|
|
|||||||||
Total liabilities |
74,426 | 76,827 | ||||||||||
|
|
|
|
|||||||||
Equity |
8 | |||||||||||
Common stock, no par value (2) |
2,643 | 2,643 | ||||||||||
Additional paid-in capital |
5,610 | 6,173 | ||||||||||
Retained earnings |
23,954 | 22,877 | ||||||||||
Other components of equity |
773 | 1,058 | ||||||||||
Treasury shares, at cost (3) |
(2,955 | ) | (1,897 | ) | ||||||||
|
|
|
|
|||||||||
Total equity attributable to shareholders of Siemens AG |
30,025 | 30,855 | ||||||||||
|
|
|
|
|||||||||
Non-controlling interests |
526 | 569 | ||||||||||
|
|
|
|
|||||||||
Total equity |
30,551 | 31,424 | ||||||||||
|
|
|
|
|||||||||
Total liabilities and equity |
104,977 | 108,251 | ||||||||||
|
|
|
|
(1) | Adjusted for effects of adopting IAS 19R, see Note 1 Basis of presentation. |
(2) | Authorized: 1,084,600,000 and 1,084,600,000 shares, respectively. |
Issued: 881,000,000 and 881,000,000 shares, respectively.
(3) | 38,250,330 and 24,725,674 shares, respectively. |
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
23
SIEMENS
CONSOLIDATED STATEMENTS OF CASH FLOW (unaudited)
For the first three months of fiscal 2013 and 2012 ended December 31, 2012 and 2011
(in millions of )
2013 | 2012(1) | |||||||
Cash flows from operating activities |
||||||||
Net income |
1,214 | 1,383 | ||||||
Adjustments to reconcile net income to cash provided by (used in) operating activitiescontinuing operations |
81 | (70 | ) | |||||
(Income) loss from discontinued operations, net of income taxes |
||||||||
Amortization, depreciation and impairments |
638 | 647 | ||||||
Income taxes |
555 | 466 | ||||||
Interest (income) expense, net |
(43 | ) | (46 | ) | ||||
(Gains) losses on sales and disposals of businesses, intangibles and property, plant and equipment, net |
(30 | ) | (12 | ) | ||||
(Gains) losses on sales of investments, net (2) |
(6 | ) | (176 | ) | ||||
(Gains) losses on sales and impairments of current available-for-sale financial assets, net |
(1 | ) | | |||||
(Income) losses from investments (2) |
(182 | ) | (123 | ) | ||||
Other non-cash (income) expenses |
129 | (95 | ) | |||||
Change in assets and liabilities |
||||||||
(Increase) decrease in inventories |
(439 | ) | (775 | ) | ||||
(Increase) decrease in trade and other receivables |
(666 | ) | (875 | ) | ||||
Increase (decrease) in trade payables |
(1,495 | ) | (658 | ) | ||||
Change in other assets and liabilities |
(391 | ) | (71 | ) | ||||
Additions to assets held for rental in operating leases |
(92 | ) | (101 | ) | ||||
Income taxes paid |
(569 | ) | (233 | ) | ||||
Dividends received |
25 | 8 | ||||||
Interest received |
215 | 216 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) operating activitiescontinuing operations |
(1,057 | ) | (514 | ) | ||||
Net cash provided by (used in) operating activitiesdiscontinued operations |
81 | (204 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) operating activitiescontinuing and discontinued operations |
(976 | ) | (718 | ) | ||||
Cash flows from investing activities |
||||||||
Additions to intangible assets and property, plant and equipment |
(378 | ) | (442 | ) | ||||
Acquisitions, net of cash acquired |
(29 | ) | (264 | ) | ||||
Purchases of investments (2) |
(85 | ) | (97 | ) | ||||
Purchases of current available-for-sale financial assets |
(6 | ) | (8 | ) | ||||
(Increase) decrease in receivables from financing activities |
(119 | ) | (1,009 | ) | ||||
Proceeds and (payments) from sales of investments, intangibles and property, plant and equipment (2) |
58 | 354 | ||||||
Proceeds and (payments) from disposals of businesses |
(41 | ) | (1 | ) | ||||
Proceeds from sales of current available-for-sale financial assets |
20 | 9 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activitiescontinuing operations |
(581 | ) | (1,457 | ) | ||||
Net cash provided by (used in) investing activitiesdiscontinued operations |
(51 | ) | (129 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) investing activitiescontinuing and discontinued operations |
(632 | ) | (1,586 | ) | ||||
Cash flows from financing activities |
||||||||
Purchase of common stock |
(1,219 | ) | | |||||
Proceeds (payments) relating to other transactions with owners |
(4 | ) | (1 | ) | ||||
Repayment of long-term debt (including current maturities of long-term debt) |
(8 | ) | (2,208 | ) | ||||
Change in short-term debt and other financing activities |
(21 | ) | 1,187 | |||||
Interest paid |
(123 | ) | (169 | ) | ||||
Dividends paid to non-controlling interest holders |
(42 | ) | (25 | ) | ||||
Financing discontinued operations (3) |
24 | (378 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activitiescontinuing operations |
(1,394 | ) | (1,592 | ) | ||||
Net cash provided by (used in) financing activitiesdiscontinued operations |
(30 | ) | 333 | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activitiescontinuing and discontinued operations |
(1,424 | ) | (1,259 | ) | ||||
Effect of exchange rates on cash and cash equivalents |
(43 | ) | 70 | |||||
Net increase (decrease) in cash and cash equivalents |
(3,075 | ) | (3,494 | ) | ||||
Cash and cash equivalents at beginning of period |
10,950 | 12,512 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period |
7,875 | 9,018 | ||||||
Less: Cash and cash equivalents of assets classified as held for disposal and discontinued operations at end of period |
52 | 41 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period (Consolidated Statements of Financial Position) |
7,823 | 8,977 | ||||||
|
|
|
|
(1) | Adjusted for effects of adopting IAS 19R, see Note 1 Basis of presentation. |
(2) | Investments include equity instruments either classified as non-current available-for-sale financial assets, accounted for using the equity method or classified as held for disposal. Purchases of investments includes certain loans to investments accounted for using the equity method. |
(3) | Discontinued operations are financed principally through Corporate Treasury. The item Financing discontinued operations includes these intercompany financing transactions. |
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
24
SIEMENS
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
For the first three months of fiscal 2013 and 2012 ended December 31, 2012 and 2011
(in millions of )
Total comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
Other components of equity | ||||||||||||||||||||||||||||||||||||||||||||
Items that may be reclassified subsequently to profit or loss |
||||||||||||||||||||||||||||||||||||||||||||
Common stock |
Additional paid-in capital |
Retained earnings |
Currency translation differences |
Available- for-sale financial assets |
Derivative financial instruments |
Total | Treasury shares at cost |
Total
equity attributable to shareholders of Siemens AG |
Non-controlling interests |
Total equity |
||||||||||||||||||||||||||||||||||
Balance at October 1, 2011 (as previously reported) |
2,743 | 6,011 | 25,881 | 2 | 36 | (106 | ) | 25,813 | (3,037 | ) | 31,530 | 626 | 32,156 | |||||||||||||||||||||||||||||||
Effect of retrospectively adopting IAS 19R |
| | 116 | | | | 116 | | 116 | | 116 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance at October 1, 2011(1) |
2,743 | 6,011 | 25,996 | 2 | 36 | (106 | ) | 25,929 | (3,037 | ) | 31,645 | 626 | 32,271 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income(1) |
| | 1,366 | | | | 1,366 | | 1,366 | 18 | 1,383 | |||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax(1) |
| | 402 | (2) | 548 | (56 | ) | (72 | ) | 823 | | 823 | 10 | 833 | (3) | |||||||||||||||||||||||||||||
Dividends |
| | | | | | | | | (22 | ) | (22 | ) | |||||||||||||||||||||||||||||||
Share-based payment |
| (36 | ) | (69 | ) | | | | (69 | ) | | (105 | ) | | (105 | ) | ||||||||||||||||||||||||||||
Re-issuance of treasury stock |
| (1 | ) | | | | | | 152 | 152 | | 152 | ||||||||||||||||||||||||||||||||
Transactions with non-controlling interests |
| | (465 | ) | | | | (465 | ) | | (465 | ) | 8 | (457 | ) | |||||||||||||||||||||||||||||
Other changes in equity |
| | 3 | | | | 3 | | 3 | 1 | 4 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance at December 31, 2011 |
2,743 | 5,975 | 27,233 | 550 | (20 | ) | (177 | ) | 27,586 | (2,885 | ) | 33,418 | 641 | 34,059 | ||||||||||||||||||||||||||||||
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Balance at October 1, 2012 (as previously reported) |
2,643 | 6,173 | 22,756 | 857 | 245 | (44 | ) | 23,814 | (1,897 | ) | 30,733 | 569 | 31,302 | |||||||||||||||||||||||||||||||
Effect of retrospectively adopting IAS 19R |
| | 122 | | | | 122 | | 122 | | 122 | |||||||||||||||||||||||||||||||||
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Balance at October 1, 2012(1) |
2,643 | 6,173 | 22,877 | 857 | 245 | (44 | ) | 23,936 | (1,897 | ) | 30,855 | 569 | 31,424 | |||||||||||||||||||||||||||||||
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Net income |
| | 1,197 | | | | 1,197 | | 1,197 | 16 | 1,214 | |||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax |
| | (95 | )(2) | (360 | ) | 1 | 73 | (381 | ) | | (381 | ) | (15 | ) | (395 | )(3) | |||||||||||||||||||||||||||
Dividends |
| | | | | | | | | (48 | ) | (48 | ) | |||||||||||||||||||||||||||||||
Share-based payment |
| (11 | ) | (22 | ) | | | | (22 | ) | | (33 | ) | | (33 | ) | ||||||||||||||||||||||||||||
Purchase of common stock |
| | | | | | | (1,174 | ) | (1,174 | ) | | (1,174 | ) | ||||||||||||||||||||||||||||||
Re-issuance of treasury stock |
| | | | | | | 116 | 116 | | 116 | |||||||||||||||||||||||||||||||||
Transactions with non-controlling interests |
| | (1 | ) | | | | (1 | ) | | (1 | ) | 3 | 2 | ||||||||||||||||||||||||||||||
Other changes in equity |
| (553 | ) | (2 | ) | | | | (2 | ) | | (555 | ) | | (555 | ) | ||||||||||||||||||||||||||||
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Balance at December 31, 2012 |
2,643 | 5,610 | 23,954 | 497 | 246 | 30 | 24,727 | (2,955 | ) | 30,025 | 526 | 30,551 | ||||||||||||||||||||||||||||||||
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(1) | Adjusted for effects of adopting IAS 19R, see Note 1 Basis of presentation. |
(2) | Items of other comprehensive income that will not be reclassified to profit or loss consist of remeasurements of defined benefit plans of (95) million and 402 million, respectively in the three months ended December 31, 2012 and 2011. Remeasurements of defined benefit plans are included in line item Retained earnings. |
(3) | In the three months ended December 31, 2012 and 2011, Other comprehensive income, net of tax, includes non-controlling interests of million and million relating to remeasurements of defined benefit plans, (15) million and 11 million relating to currency translation differences, million and million relating to available-for-sale financial assets and 1 million and (1) million relating to derivative financial instruments. |
The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.
25
Notes to Condensed Interim Consolidated Financial Statements
SIEMENS
SEGMENT INFORMATION (continuing operationsunaudited)
As of and for the first three months of fiscal 2013 and 2012 ended December 31, 2012 and 2011 and as of September 30, 2012
(in millions of )
Orders(1) | External revenue |
Intersegment revenue |
Total revenue | Profit (2) | Assets(3) | Free
cash flow(4) |
Additions to intangible assets and property, plant and equipment |
Amortization, depreciation and impairments(5) |
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2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 12/31/12 | 9/30/12 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sectors |
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Energy |
7,120 | 7,166 | 6,222 | 6,078 | 63 | 52 | 6,285 | 6,130 | 567 | 507 | 2,427 | 1,020 | (792 | ) | 154 | 73 | 95 | 127 | 107 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Healthcare |
3,286 | 3,284 | 3,246 | 3,140 | 5 | 11 | 3,252 | 3,152 | 503 | 364 | 11,848 | 11,757 | 225 | (156 | ) | 52 | 98 | 162 | 205 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Industry |
4,509 | 4,901 | 4,265 | 4,345 | 369 | 358 | 4,633 | 4,702 | 500 | 556 | 7,317 | 7,014 | 184 | 78 | 61 | 76 | 149 | 137 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure & Cities |
4,364 | 4,679 | 3,983 | 3,881 | 158 | 174 | 4,141 | 4,055 | 128 | 200 | 4,487 | 4,012 | (366 | ) | (147 | ) | 49 | 53 | 68 | 64 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total Sectors |
19,280 | 20,029 | 17,715 | 17,444 | 595 | 595 | 18,310 | 18,039 | 1,698 | 1,627 | 26,079 | 23,803 | (750 | ) | (71 | ) | 234 | 321 | 505 | 514 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Investments |
| | | | | | | | 135 | 75 | 2,801 | 2,715 | | 2 | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Services (SFS) |
203 | 197 | 192 | 176 | 12 | 21 | 203 | 197 | 117 | 199 | 17,388 | 17,405 | 95 | 55 | 43 | 6 | 58 | 59 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation to Consolidated Financial Statements |
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Centrally managed portfolio activities |
67 | 72 | 64 | 75 | 3 | 2 | 67 | 78 | 1 | | (408 | ) | (448 | ) | (17 | ) | (14 | ) | | 1 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Siemens Real Estate (SRE) |
600 | 554 | 75 | 83 | 525 | 484 | 600 | 567 | 45 | 5 | 4,910 | 5,018 | (93 | ) | (80 | ) | 87 | 82 | 65 | 68 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate items and pensions |
126 | 136 | 82 | 78 | 45 | 43 | 126 | 121 | (166 | ) | (166 | ) | (11,390 | ) | (11,693 | ) | (435 | ) | (426 | ) | 15 | 32 | 18 | 15 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eliminations, Corporate Treasury and other reconciling items |
(1,135 | ) | (1,195 | ) | | | (1,179 | ) | (1,146 | ) | (1,179 | ) | (1,146 | ) | 20 | 39 | 65,598 | 71,450 | (235 | ) | (423 | ) | | | (9 | ) | (11 | ) | ||||||||||||||||||||||||||||||||||||||||||||
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Siemens |
19,141 | 19,792 | 18,128 | 17,856 | | | 18,128 | 17,856 | 1,850 | 1,780 | 104,977 | 108,251 | (1,435 | ) | (956 | ) | 378 | 442 | 638 | 647 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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(1) | This supplementary information on Orders is provided on a voluntary basis. It is not part of the Interim Consolidated Financial Statements subject to the review opinion. |
(2) | Profit of the Sectors as well as of Equity Investments and Centrally managed portfolio activities is earnings before financing interest, certain pension costs and income taxes. Certain other items not considered performance indicative by Management may be excluded. Profit of SFS and SRE is Income before income taxes. |
(3) | Assets of the Sectors as well as of Equity Investments and Centrally managed portfolio activities is defined as Total assets less income tax assets, less non-interest bearing liabilities other than tax liabilities. Assets of SFS and SRE is Total assets. |
(4) | Free cash flow represents net cash provided by (used in) operating activities less additions to intangible assets and property, plant and equipment. Free cash flow of the Sectors, Equity Investments and Centrally managed portfolio activities primarily exclude income tax, financing interest and certain pension related payments and proceeds. Free cash flow of SFS, a financial services business, and of SRE includes related financing interest payments and proceeds; income tax payments and proceeds of SFS and SRE are excluded. |
(5) | Amortization, depreciation and impairments contains amortization and impairments, net of reversals of impairments, of intangible assets other than goodwill as well as depreciation and impairments of property, plant and equipment, net of reversals of impairments. |
26
1. BASIS OF PRESENTATION
The accompanying Condensed Interim Consolidated Financial Statements (Interim Consolidated Financial Statements) present the operations of Siemens AG and its subsidiaries (the Company or Siemens). The Interim Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union (EU). The Interim Consolidated Financial Statements also comply with IFRS as issued by the IASB.
Siemens prepares and reports its Interim Consolidated Financial Statements in euros (). Due to rounding, numbers presented may not add up precisely to totals provided. Siemens is a German based multinational corporation with a business portfolio of activities predominantly in the fields of electronics and electrical engineering.
Interim Consolidated Financial StatementsThe accompanying Consolidated Statement of Financial Position as of December 31, 2012, the Consolidated Statements of Income for the three months ended December 31, 2012 and 2011, the Consolidated Statements of Comprehensive Income for the three months ended December 31, 2012 and 2011, the Consolidated Statements of Cash Flow for the three months ended December 31, 2012 and 2011, the Consolidated Statements of Changes in Equity for the three months ended December 31, 2012 and 2011 and the explanatory Notes to Consolidated Financial Statements are unaudited and have been prepared for interim financial information. These Interim Consolidated Financial Statements are condensed and prepared in compliance with International Accounting Standard (IAS) 34 Interim Financial Reporting, and shall be read in connection with Siemens Annual IFRS Consolidated Financial Statements as of September 30, 2012. The interim financial statements apply the same accounting principles and practices as those used in the 2012 annual financial statements. In the opinion of management, these unaudited Interim Consolidated Financial Statements include all adjustments of a normal and recurring nature necessary for a fair presentation of results for the interim periods. Results for the three months ended December 31, 2012, are not necessarily indicative of future results. The Interim Consolidated Financial Statements were authorized for issue by the Managing Board on January 25, 2013.
Financial statement presentationInformation disclosed in the Notes relates to Siemens unless stated otherwise.
Use of estimatesThe preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent amounts at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income taxesIn interim periods, tax expense is based on the current estimated annual effective tax rate of Siemens.
ReclassificationThe presentation of certain prior-year information has been reclassified to conform to the current year presentation. In fiscal 2013, in the Consolidated Statements of Cash Flow, the Company changed retrospectively the presentation of salary withholdings of share-based payment granted to employees to better reflect the nature of the transaction; Free cash flow at Sector level is not impacted by this change; Corporate items is adjusted retrospectively to reconcile Free cash flow to the consolidated amounts.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
As of October 1, 2012, the Company early adopted IAS 19, Employee Benefits (revised 2011; IAS 19R), which was issued by the IASB in June 2011. The standard is effective for annual periods beginning on or after January 1, 2013; early application is permitted. The standard is applied retrospectively. The amendment was endorsed by the European Union in June 2012.
The following amendments to IAS 19 have a significant impact on the Companys Consolidated Financial Statements: IAS 19R replaces interest cost and expected return on assets with a net interest amount that is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability (asset). Net interest on the net defined benefit liability (asset) comprises interest income on plan assets and interest cost on the defined benefit obligation. The difference between the interest income on plan assets and the return on plan assets is included in line item Remeasurements of defined benefits plans and recognized in the
27
Consolidated Statement of Comprehensive Income. A lesser effect results from the recognition of unvested past service costs in income immediately when incurred instead of amortization over the vesting period as well as from recognizing other administration costs which are unrelated to the management of plan assets when the administration services are provided. The elimination of the corridor approach does not affect the Company.
The following tables present the impacts of the changes in accounting policy. Impacts to the opening balance as of October 1, 2011 as well as impacts to the prior period presented are:
September 30, 2012 | As of October 1, 2011 | |||||||||||||||||||||||
pre- adjustment |
adjustment | post- adjustment |
pre- adjustment |
adjustment | post- adjustment |
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(in millions of ) | ||||||||||||||||||||||||
Consolidated Statements of Financial Position |
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Total assets |
108,282 | (31 | ) | 108,251 | 104,243 | (33 | ) | 104,210 | ||||||||||||||||
thereof Deferred tax assets |
3,777 | (29 | ) | 3,748 | 3,206 | (31 | ) | 3,175 | ||||||||||||||||
Total liabilities |
76,980 | (153 | ) | 76,827 | 72,087 | (149 | ) | 71,938 | ||||||||||||||||
thereof Pension plans and similar commitments |
9,926 | (125 | ) | 9,801 | 7,307 | (120 | ) | 7,188 | ||||||||||||||||
Total equity |
31,302 | 122 | 31,424 | 32,156 | 116 | 32,271 | ||||||||||||||||||
thereof Retained earnings |
22,756 | 122 | 22,877 | 25,881 | 116 | 25,996 |
Three months ended December 31, 2011 | ||||||||||||
pre- adjustment |
adjustment | post- adjustment |
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(in millions of , per share amounts in ) | ||||||||||||
Consolidated Statement of Income |
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Income from continuing operations before income taxes |
1,872 | (92 | ) | 1,780 | ||||||||
thereof Interest income |
561 | (320 | ) | 241 | ||||||||
thereof Interest expense |
(433 | ) | 239 | (194 | ) | |||||||
Income taxes |
(488 | ) | 22 | (466 | ) | |||||||
Income from continuing operations |
1,383 | (70 | ) | 1,314 | ||||||||
Net income |
1,457 | (74 | ) | 1,383 | ||||||||
Basic earnings per share |
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Income from continuing operations |
1.56 | (0.08 | ) | 1.48 | ||||||||
Net income |
1.64 | (0.08 | ) | 1.56 | ||||||||
Diluted earnings per share |
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Income from continuing operations |
1.55 | (0.08 | ) | 1.47 | ||||||||
Net income |
1.63 | (0.08 | ) | 1.54 |
If the Company had not applied IAS 19R as of October 1, 2012 line items Interest income and Interest expense recognized in the Consolidated Statement of Income for the three months ended December 31, 2012 would have increased by 367 million and 202 million, respectively, based on the expected return on plan assets as applied for the fiscal year ended September 30, 2012. Correspondingly, line item Remeasurements of defined benefit plans recognized in the Consolidated Statement of Comprehensive Income would have decreased by 134 million net of tax.
28
Three months ended December 31, 2011 | ||||||||||||
pre- adjustment |
adjustment | post- adjustment |
||||||||||
(in millions of ) | ||||||||||||
Consolidated Statement of Comprehensive Income |
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Net income |
1,457 | (74 | ) | 1,383 | ||||||||
Items that will not be reclassified to profit or loss |
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Remeasurements of defined benefit plans |
332 | 70 | 402 | |||||||||
Other comprehensive income, net of tax |
762 | 70 | 833 | |||||||||
Total comprehensive income |
2,219 | (4 | ) | 2,215 |
2. ACQUISITIONS, DISPOSITIONS AND DISCONTINUED OPERATIONS
A) ACQUISITIONS
In the first quarter of fiscal 2013, Siemens completed the acquisition of a number of entities which are not significant either individually or in aggregate.
B) DISPOSITIONS AND DISCONTINUED OPERATIONS
ba) Dispositions not qualifying for discontinued operations: closed transactions
In the first quarter of fiscal 2013, Siemens completed the disposition of a number of entities which are not significant either individually or in aggregate.
bb) Dispositions not qualifying for discontinued operations: held for disposal
The Consolidated Statements of Financial Position as of December 31, 2012 include assets held for disposal of 49 million and liabilities held for disposal of 7 million that do not qualify as discontinued operations.
bc) Discontinued operations
General
The disclosures in the Notes to the Consolidated Financial Statements outside this section relate to continuing operations unless marked otherwise. Net results of discontinued operations presented in the Consolidated Statements of Income for the three months ended December 31, 2012 and 2011 amount to (81) million (thereof (65) million income tax) and 70 million (thereof (50) million income tax), respectively. Net results of discontinued operations for the periods presented relate to the solar business, OSRAM, Siemens IT Solutions and Services, and the former operating segments Communications (Com) and Siemens VDO Automotive (SV). Net income from discontinued operations attributable to shareholders of Siemens AG for the three months ended December 31, 2012 and 2011 amount to (84) million and 66 million, respectively.
Solar businessdiscontinued operations, assets and liabilities held for disposal
In the fourth quarter of fiscal 2012, Siemens decided to sell its solar business consisting of the Business Units Solar Thermal Energy and Photovoltaics. The conditions for the respective business units to be classified as held for disposal and discontinued operations were fulfilled for each business unit as of the end of fiscal 2012. The respective business units are aggregated for presentation purposes.
Accordingly, the results of the solar business are disclosed as discontinued operations in the Companys Consolidated Statements of Income for all periods presented.
29
Three months
ended December 31, |
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2012 | 2011 | |||||||
(in millions of ) | ||||||||
Revenue |
18 | 45 | ||||||
Expenses |
(60 | ) | (71 | ) | ||||
Loss on the measurement to fair value less costs to sell or on the disposal of the disposal group constituting the discontinued operations |
(115 | ) | | |||||
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Pretax loss from discontinued operations |
(157 | ) | (26 | ) | ||||
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Income taxes on ordinary activities |
7 | (1 | ) | |||||
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Loss from discontinued operations, net of income taxes |
(150 | ) | (28 | ) | ||||
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Upon classification as held for disposal and discontinued operations in the fourth quarter of fiscal 2012, the solar business was measured at the lower of its previous carrying amount and fair value less costs to sell. The associated loss recognized in fiscal 2012 includes the impairment of the entire remaining goodwill of the solar business amounting to 85 million and the impairments related to non-current assets in the measurement scope of the disposal group amounting to 21 million. In the three months ended December 31, 2012, the entire remaining non-current assets in the measurement scope of the disposal group amounting to 115 million were impaired mainly due to technical factors resulting in a revised performance expectation of the underlying business.
The assets and liabilities of the solar business are presented as held for disposal in the Consolidated Statements of Financial Position as of December 31, 2012. The carrying amounts of the major classes of assets and liabilities of the solar business were as follows:
December 31, 2012 |
September 30, 2012 |
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(in millions of ) | ||||||||
Trade and other receivables |
37 | 29 | ||||||
Inventories |
52 | 48 | ||||||
Property, plant and equipment |
| 18 | &n |