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ADVA Optical Networking SE

Interim / Quarterly Report Jul 20, 2017

17_10-q_2017-07-20_6746a791-c673-4ee3-b1c1-170971b4581d.pdf

Interim / Quarterly Report

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Q2
2017
Snapshot
Contents
Revenues of EUR
144.21
million Q2 2017 Snapshot 2

IFRS pro forma operating income1 of
Profile 2
EUR
9.2
million (6.4
% of revenues) Q2
2017 IFRS Financial
Highlights 3
IFRS operating income of EUR
8.1
million and
Q2
2017 Business Highlights
4
IFRS net income
of EUR
4.5
million
Six-Month Group Management Report 6
Net liquidity2 of EUR

Profile
driven to help our customers succeed.
30.8
million at June
30, 2017
ADVA Optical Networking is a company founded on innovation and
Forward-Looking Statements
Business Development and Operational Performance
Net Assets and Financial Position
Events After the Balance Sheet Date
Risk Report
Outlook
6
6
9
12
12
13
For over two decades,
across the globe. We
creates new business opportunities.
It is
and for imagining new tomorrows.
our technology has empowered networks
are continually developing breakthrough
hardware and software that leads the networking industry and
these open connectivity solutions that enable our customers to
deliver the cloud and mobile services that are vital to today's society
Six-Month IFRS Consolidated Financial Statements
Consolidated Statement of Financial Position (Unaudited)
Consolidated Income Statement (Unaudited)
Consolidated Statement of Comprehensive Income (Unaudited)
Consolidated Cash Flow Statement (Unaudited)
Notes to the Condensed Interim Consolidated Financial Statements
(Unaudited)
Affirmative Declaration of the Legal Representatives
Shareholder Information
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) 15
15
16
17
18
19
20
36
37
Together, we are building a truly connected and sustainable future. Corporate Information 38

1 Pro forma operating income is calculated prior to non-cash charges related to the stock compensation programs and amortization and impairment of goodwill and acquisition-related intangible assets.

2 Net liquidity is calculated by subtracting current and non-current financial liabilities as well as current and non-current finance lease obligations from cash and cash equivalents.

1.11.1 Management inancial Shareholder orporate
Highlights Repor Statements Information Information

Q2 2017 IFRS FINANCIAL HIGHLIGHTS

Quarterly Income Statement

(in thousands
of EUR, except
earnings per
share)
Q2
2017
Q2
2016
Change 6M
2017
6M
2016
Change
Revenues 144,225 157,243 -8% 286,060 279,205 2%
Pro forma
cost of goods sold -97,543 -114,276 15% -193,255 -195,845 1%
Pro forma
gross profit
Pro forma
46,682 42,967 9% 92,805 83,360 11%
S&M expenses
Pro forma
-14,625 -15,230 4% -30,564 -30,728 1%
G&A expenses
Pro forma
-8,871 -7,756 -14% -17,048 -15,475 -10%
R&D expenses
Income from
-27,091 -24,831 -9% -54,415 -49,494 -10%
capitalization of
development
expenses 11,447 7,817 46% 22,195 15,689 41%
Other operating
income and
expenses, net 1,649 1,246 32% 2,859 2,811 2%
Pro forma
operating
income1 9,191 4,213 118% 15,832 6,163 157%
Amortization of
intangible assets
from acquisitions -776 -771 -1% -1,558 -1,442 8%
Stock comp. exp.
Operating
-323 -362 11% -681 -647 5%
income 8,092 3,080 163% 13,593 4,074 234%
Interest income
and expenses, net -83 53 -274 -138
Other financial
gains and losses,
net -1,424 2,011 -2,426 -4,034
Income (loss)
before tax 6,585 5,144 28% 10,893 -98
Income tax
benefit
(expense), net -2,061 4,662 -184 4,741
Net income
(loss) 4,524 9,806 -54% 10,709 4,643 131%
Earnings per
share in EUR
basic
0.09 0.20 0.22 0.09

Balance Sheet

(in thousands of EUR) Jun. 30, Dec. 31,
2017 2016 Change
Cash and cash equivalents 80,774 84,871 -5%
Inventories 77,331 92,800 -17%
Goodwill 39,643 41.538 -5%
Capitalized R&D expenses 86,665 76,263 14%
Other intangible assets 16,489 16,429 0%
Total intangible assets 142,797 134,230 6%
Other assets 162,017 155,991 4%
Total assets 462,919 467,892 -1%
Stockholders' equity 245,032 238,947 3%

Cash Flow Statement

(in thousands of
EUR)
Q2
2017
Q2
2016
Change 6M
2017
6M
2016
Change
Cash flow from
operating activities
Gross capital
expenditures for
property, plant
and equipment
and other
29,615 22,383 32% 35,238 24,415 44%
intangible assets -2,629 -3,305 20% -7,849 -5,661 -39%

Ratios

(in thousands of EUR) Jun. 30,
2017
Dec. 31,
2016
Change
Net liquidity 30,779 25,506 21%
Working capital3 100,294 97,984 2%
Q2 Q2
20174 20164 Change
Days sales outstanding 62 61 2%
Inventory turn-over
(times/year)
Days payable
5.1 4.8 6%

Employees

Jun. 30,
2017
Dec. 31,
2016
Change
1,808 1,764 2%

4 Trailing twelve months.

3 Working capital is defined as trade accounts receivable plus inventories minus trade accounts payable.

Highlights Management -inancial bhareholder د orporate
Report *atements Information Information

Q2 2017 Business Highlights

Customer Achievements

April 11, 2017: ADVA Optical Networking announced that the Poznań Supercomputing and Networking Center (PSNC) has deployed the ADVA FSP 3000 with 100Gbit/s core technology in its PIONIER network. PIONIER, one of Europe's largest research and education networks, links high-performance computer centers in five cities across Poland, as well as connecting the country to the European Organization for Nuclear Research (CERN) in Geneva. The new 96-channel 100Gbit/s coherent long-haul solution enables Europe's scientific community to share enormous data sets and collaborate using advanced high-bandwidth applications. Installation and maintenance work was conducted by Alma SA, the Polish systems integrator and long-term ADVA Optical Networking partner.

April 25, 2017: ADVA Optical Networking announced that the Swedish University Network (SUNET) has deployed its 100Gbit/s core technology in a new nationwide optical transport network. The research and education infrastructure, which stretches 8,000km across Sweden and into Norway, will deliver coherent ultra-high bandwidth connectivity to over 100 organizations. The new system features ADVA Optical Networking's ROADM technology, ensuring SUNET can rapidly respond to growing demand for new services and bandwidth at the touch of a button. The ADVA FSP 3000 provides an open optical line system (OOLS), which works seamlessly with the tunable DWDM router interfaces provided by Juniper Networks MX2000 Universal Edge Routers. The converged multi-vendor solution provides ultimate efficiency, extremely low latency and total scalability for future growth. It was installed by solutions integrator and ADVA Optical Networking partner NetNordic.

May 16, 2017: Ensemble, a division of ADVA Optical Networking, announced that Verizon has selected its Ensemble Connector as part of the deployment of the service provider's universal customer premises equipment (uCPE) solution. Verizon is using the Ensemble Connector as its network functions virtualization infrastructure (NFVI) on commercial off-the-shelf (COTS) white box servers. Ensemble Connector's zero touch provisioning enables Verizon to drop-ship servers directly from the COTS supplier to the end customer – dramatically simplifying supply chain logistics. Ensemble Connector further simplifies operational processes with access to the industry's largest collection of virtual network functions (VNFs).

May 31, 2017: ADVA Optical Networking announced that the Poznań Supercomputing and Networking Center (PSNC) has deployed its FSP 3000 CloudConnect™ with QuadFlex™ 400Gbit/s technology in PSNC's PIONIER network. The data center interconnect (DCI) solution with its unique openness and scale is now transmitting enormous data loads using the 16QAM modulation format. The 96 channel network, which connects supercomputing centers in Poznań and Warsaw, removes data restrictions and enables researchers to share huge data sets. It will empower Poland's research and education community to collaborate, distribute findings and access data-intensive applications on an unprecedented scale. The network was installed and will be maintained by the Polish systems integrator and ADVA Optical Networking partner, Alma SA.

May 31, 2017: ADVA Optical Networking announced that Netnod, the leading internet exchange operator in the Nordic region, will deploy its FSP 3000 CloudConnect™ with QuadFlex™ 400Gbit/s technology to create its new Optical IX service. The newly installed transport infrastructure, which also features ADVA Optical Networking's reconfigurable optical add/drop multiplexers (ROADMs) and FSP Network Hypervisor, enables Netnod to offer customers complete traffic control as well as connectivity options up to 100Gbit/s. With the new Optical IX service, operators can access faster, more cost-efficient and more effectively managed data transport services than ever before.

June 29, 2017: ADVA Optical Networking announced that the University Corporation for Atmosphere Research (UCAR) has deployed its FSP 3000 CloudConnect™ data center interconnect (DCI) solution for ultra-high capacity connectivity to the Cheyenne supercomputer. The DCI technology is now being used to transport vital scientific data over two 200Gbit/s 16QAM connections between the NCAR-Wyoming Supercomputing Center in Cheyenne, Wyoming and the Front Range GigaPop in Denver, Colorado. With improved flexibility and increased capacity, the new network will help UCAR expand educational opportunities, enable collaboration and promote research excellence.

New Products and Solutions – Innovation

April 05, 2017: ADVA Optical Networking launched its new FSP 150 ProVMe (P2.4). The device has been specifically engineered to remove the risk of introducing virtualization and helps communication service providers (CSPs) to easily and costeffectively roll out NFV. The FSP 150 ProVMe (P2.4) achieves this with the inclusion of a hot-swappable, pluggable server that enables NFV rollout as and when needed. In combination with its hardware-assisted NFV infrastructure support functions, the newest member of the ADVA One Network Edge product family provides a simple and cost-effective way for CSPs to deploy virtual network functions (VNFs) in direct response to customer demand. The pluggable modular server also works with the ADVA Ensemble portfolio to support distributed NFV through embedded cloud functionality for greater security and scalability.

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May 16, 2017: Ensemble, a division of ADVA Optical Networking, launched a major upgrade of its NFV platform with key enhancements for telco-scale virtualization. The high-performance software-based product suite has been specifically optimized for the simple, low-cost deployment of universal customer premises equipment (uCPE) solutions in a cloud-native fashion. Now, service providers can combine multiple virtual network functions (VNFs) onto a single uCPE rather than stacking separate boxes for a significantly lower total cost of ownership. The new release also features LTE wireless support and zero touch provisioning, enabling service providers to eliminate onsite visits for service activation. This means service providers can dropship servers directly from COTS suppliers to end customers – dramatically simplifying supply chain logistics.

May 23, 2017: Oscilloquartz, an ADVA Optical Networking company, launched the OSA 5405 SyncReach™, an integrated PTP grandmaster and GNSS receiver with a patent-pending dual antenna and receiver to enable the mass roll out of small cells. The new technology has been specifically engineered to provide accurate and affordable phase synchronization for the rapidly growing small cell market and meet the stringent timing requirements of 4.5G and 5G connectivity. With the OSA 5405 operators can migrate from legacy GNSS RF antennas and cables to standard, costeffective copper and fiber Ethernet cabling, reducing capital expenditure and operating expenses. Available in both indoor and outdoor variants, the OSA 5405 can be deployed in the most challenging environments, including urban canyons where GPS signals fail. The OSA 5405's miniscule form factor also enables it to be positioned on indoor windows to avoid multipath signal interference from objects within the building.

June 20, 2017: ADVA Optical Networking launched a major expansion of its FSP 3000 platform designed specifically for metro networks. The expansion features three new technologies that will enable network operators to meet the rapidly changing needs of the metro environment with unprecedented levels of flexibility, scale and synchronization. Until now, it was too costly to introduce such capabilities in metro infrastructures, but the expanded ADVA FSP 3000 removes this barrier. It delivers a flexible and automated optical layer without the cost of traditional ROADM technology. It also features an entirely new cross-connect that enables customers to scale their optical transport networks (OTNs) without any capacity lock-in. In addition, it supports the precise synchronization of 5G technologies without any of the current OTN stumbling blocks.

Interoperability and Alliance Partnerships

May 04, 2017: ADVA Optical Networking announced that it has successfully transmitted 32Gbit/s Fibre Channel over 100km in a joint field trial with Brocade. The industry-first demonstration utilized Brocade X6 directors together with the ADVA FSP 3000 CloudConnect™ platform. The trial shows the capabilities of ADVA Optical Networking's data center interconnect (DCI) technology to interoperate seamlessly with Brocade Gen 6 Fibre Channel products. The joint solution will offer unrivaled value to enterprise customers, addressing the need for higher speeds in the data center and enabling a smooth transition to flash-based storage solutions.

March 21, 2017: Ensemble, a division of ADVA Optical Networking, announced its successful participation in the NIA MANO campaign interoperability event and showcase. During the testing, Ensemble demonstrated its award-winning management and network orchestration (MANO) solution, Ensemble Orchestrator, and its high-performance NFV operating system, Ensemble Connector. Both solutions interoperated with technology from multiple product vendors. Ensemble's NFV platform has been specifically designed to break up vendor lock-in and deliver the highest interoperability in the industry. The latest test results highlight how Ensemble's open software platform offers complete freedom to deploy best-in-breed virtualized solutions. Organized by the European Advanced Networking Test Center (EANTC), Ensemble's interoperability testing involved products from seven different vendors delivering fully virtualized services in a multi-vendor environment.

Company Events

May 16, 2017: Ensemble, a division of ADVA Optical Networking, announced that its SmartWAN platform has won Light Reading's Leading Lights Award for Most Innovative NFV Product Strategy (Vendor). The award recognizes the value of Ensemble's open virtualized networking platform for deploying and managing virtual SD-WAN and other NFV services at scale. With Ensemble SmartWAN, communication service providers (CSPs) can deploy SD-WAN in an automated and virtualized fashion, enabling low-cost, flexible VPN services with more features than any other available platform, all hosted on universal customer premises equipment (uCPE). The solution was chosen from a shortlist of SD-WAN technologies from major industry players, featuring Huawei, Netcracker and Versa Networks.

Highlights Management ·inancial hareholde: orporate
'eport atement. nformation 'nformatio

Six-Month Group Management Report

The numbers discussed in this unaudited interim Group management report are based on the interim consolidated financial statements under IFRS (condensed as per IAS 34 Interim Financial Reporting).

In the following, ADVA Optical Networking SE as a company is labeled "the Company" or "ADVA Optical Networking SE". "ADVA Optical Networking" or "the Group" always refer to the ADVA Optical Networking Group.

Forward-Looking Statements

This interim Group management report of ADVA Optical Networking SE contains forward-looking statements using words such as "believes", "anticipates" and "expects" to describe expected revenues and earnings, anticipated demand for optical networking solutions, internal estimates and liquidity. These forward-looking statements are based on the beliefs of the Management Board and respective assumptions made, and involve a number of unknown risks, uncertainties and other factors, many of which are beyond ADVA Optical Networking's control. If one or more of these uncertainties or risks materializes, or if the underlying assumptions of the Management Board prove incorrect, actual results can differ materially from those described in or inferred from forward-looking statements and information. Unknown risks and uncertainties are discussed in the "risk report" section of the Group management report 2016.

Business Development and Operational Performance

Revenues

Revenues represent one of the four key performance indicators for ADVA Optical Networking. The Group's revenues in 6M 2017 amounted to EUR 286.1 million and were EUR 6.9 million or 2.5% above revenues of EUR 279.2 million in 6M 2016. Compared to revenues of EUR 141.8 million in Q1 2017, revenues in Q2 2017 increased to EUR 144.2 million or 1.7%.

The revenue increase is supported by the all major productlines of the company and reflects the demand from a broad customer base for more network capacity. The growth is linked to the increase in network utilization due to the continuing adaption of cloud-based services. Revenue from optical transmission technology and revenue from Carrier Ethernet access solutions developed well compared to the previous quarter.

In 6M 2017, Europe, Middle East and Africa (EMEA) was reported as the most important sales region, closely followed by the Americas. Year-on-year, EMEA revenues at EUR 139.6 million in 6M 2017 were up from EUR 133.6 million in 6M 2016 supported by a solid demand of carriers and enterprise customers. ADVA Optical Networking continues to perform well in this region despite a highly competitive market environment. In the Americas, revenues increased from EUR 130.9 million in 6M 2016 to EUR 133.4 million in 6M 2017. This increase also results from a strong demand for increased transmission capacity driven a broad customer base that includes carriers, enterprises and large internet content providers. In the Asia-Pacific region, revenues slightly decreased from EUR 14.7 million in 6M 2016 to EUR 13.0 million in 6M 2017 as business is still affected by temporally fluctuating project business and a comparatively small customer base.

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Highlights Repor ermation Information.

Revenues by region

(in millions of EUR and relative to total revenues)

Since ADVA Optical Networking is only active in a single operating segment, which is the development, production and marketing of optical networking solutions, a further breakdown of revenues is not relevant.

Results of Operations

(in millions of EUR,
except earnings per share)
6M
2017
Portion of
revenues
6M
2016
Portion of
revenues
Revenues 286.1 100.0% 279.2 100.0%
Cost of goods sold -194.5 67.9% -196.9 70.5%
Gross profit 91.6 32.1% 82.3 29.5%
Selling and marketing
expenses -31.1 10.9% -31.3 11.2%
General and
administrative expenses -17.2 6.0% -15.6 5.6%
Research and
development expenses -32.6 11.4% -34.1 12.2%
Other operating income and
expenses, net
2.9 1.0% 2.8 1.0%
Operating
income
13.6 4.8% 4.1 1.5%
Interest income and expenses,
net -0.3 0.1% -0.1 0.0%
Other financial gains (losses),
net -2.4 0.9% -4.1 1.5%
Income (loss) before tax 10.9 3.8% -0.1 0.0%
Income tax
benefit (expense),
net -0.2 0.1% 4.7 1.7%
Net income 10.7 3.7% 4.6 1.7%
Earnings per share
in EUR
Basic 0.22 0.09
Diluted 0.21 0.09

Cost of goods sold decreased by EUR 2.4 million to EUR 194.5 million in 6M 2017 mainly due to decreased customer- and product-mix in the current period. Furthermore, amortization charges for capitalized development projects of EUR 11.9 million in 6M 2017 after EUR 12.9 million in 6M 2016.

Gross profit increased from EUR 82.3 million in 6M 2016 to EUR 91.6 million in 6M 2017, with significantly improved gross margins at 32.1% in 6M 2017 after 29.5% in 6M 2016. The increase in gross margin in 6M 2017 is driven by a rise in revenues while cost of goods sold decreased at the same time.

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Highlights Repor rement. Information nformation

Selling and marketing expenses in 6M 2017 were EUR 31.1 million, slightly below the EUR 31.3 million reported in 6M 2016, and representing 10.9% and 11.2% of revenues, respectively. ADVA Optical Networking continues to invest in post-sales customer service and intensified direct-touch activities with those key customers served via indirect distribution channels. Establishing direct contact enables the Group to work more closely with its end customers and better understand their specific requirements, which in turn helps in developing marketable products.

General and administrative expenses at EUR 17.2 million in 6M 2017 were up compared to EUR 15.6 reported in 6M 2016, representing 6.0% and 5.6% of revenues, respectively. This increase is largely due to external service expenses relating to a projected acquisition.

At EUR 32.6 million in 6M 2017, R&D expenses were below the EUR 34.1 million seen in 6M 2016, comprising 11.4% and 12.2% of revenues, respectively. Gross R&D expenses increased significantly to EUR 54.8 million in 6M 2017 compared to EUR 49.8 million reported in 6M 2016. At the same time, income from capitalization of development expenses increased from EUR 15.7 million in 6M 2016 to EUR 22.2 million in 6M 2017. The capitalization rate in 6M 2017 amounted to 40.5%, significantly above the 31.5% reported in 6M 2016. The increase in capitalization of development expenses mainly relates to the development of the future product platform for innovative productivity solutions.

In 6M 2017, total operating costs of EUR 78.0 million slightly decreased from EUR 78.2 million in 6M 2016, representing 27.3% and 28.0% of revenues, respectively.

ADVA Optical Networking reported a significant increase in operating income of EUR 13.6 million in 6M 2017 after EUR 4.1 million in 6M 2016. This increase is largely due to the rise in revenues and gross margin while operating expenses slightly decreased at the same time. This development reflects ADVA Optical Networking's ability to manage its costs effectively.

Pro forma operating income1 represents one of the four key performance indicators for ADVA Optical Networking. As pro forma operating income excludes non-cash charges related to stock compensation and business combinations, the Management Board of ADVA Optical Networking believes that pro forma operating income is a more appropriate measure than operating income when benchmarking the Group's operational performance against other telecommunications equipment providers. In 6M 2017, ADVA Optical Networking reported a pro forma operating income of EUR 15.8 million after EUR 6.2 million in 6M 2016, representing 5.5% and 2.2% of revenues, respectively.

Beyond the operating result, net interest expenses of EUR 0.3 million (6M 2016: EUR 0.1 million) and net other financial losses of EUR 2.4 million (6M 2016: net other financial losses of EUR 4.1 million) relating to the revaluation of foreign currency assets and liabilities and the result on hedging instruments, impacted the net income before tax in 6M 2017.

In 6M 2017, the Group reported an income tax expense of EUR 0.2 million after an income tax benefit of EUR 4.7 million in 6M 2016. In 6M 2017, the tax expense results from the application of the expected effective tax rate for the ADVA Optical Networking Group. In 6M 2016, the tax benefit is mainly due to the increase of deferred taxes on loss carry-forwards in the context of the purchase of Overture, the release of deferred tax liabilities on temporary differences as well as tax refunds and release of tax provisions for prior periods.

The increase of operating result in the current year, combined with decreased financial losses, resulted in ADVA Optical Networking reporting a net income of EUR 10.7 million in 6M 2017 after a net income of EUR 4.6 million in 6M 2016.

Summary: Business Development and Operational Performance

In 6M 2017, ADVA Optical Networking reported increased revenues compared to 6M 2016. Due to corresponding positive development of operating margins, ADVA Optical Networking reported a significantly increased net income in 6M 2017.

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Net Assets and Financial Position

Balance Sheet Structure

ADVA Optical Networking's total assets decreased by EUR 5.0 million from EUR 467.9 million at year-end 2016 to EUR 462.9 million at the end of June 2017.

(in millions of EUR) Jun.
30,
2017
Dec.
31,
2016
Current assets 255.4 268.4
Non-current assets 207.5 199.5
Total assets 462.9 467.9
Current liabilities 135.0 141.5
Non-current liabilities 82.9 87.4
Stockholders' equity 245.0 239.0
Total equity and liabilities 462.9 467.9

Current assets at EUR 255.4 million at the end of 6M 2017 were EUR 13.0 million lower than the EUR 268.4 million reported at the end of 2016, and comprised 55.2% of the balance sheet total after 57.4% at the end of 2016. The decrease in current assets is mainly driven by the reduction of EUR 15.5 million in inventories to EUR 77.3 million at the end of 6M 2017, with inventory turns reduced to 4.7 times in 6M 2017 compared to 5.2 times in 12M 2016. Moreover, cash and cash equivalents decreased by EUR 4.1 million to EUR 80.8 million at the end of June 2017. These effects were partly compensated by an increase of trade accounts receivable to EUR 87.4 million at the end of 6M 2017 after EUR 78.5 million reported on December 31, 2016. Days sales outstanding improved to 54.8 days in 6M 2017, compared to the 60.2 days reported in 12M 2016.

Non-current assets increased by EUR 8.0 million to EUR 207.5 million on June 30, 2017, after EUR 199.5 million reported at year-end 2016. Within non-current assets capitalized development projects increased by EUR 10.4 million to EUR 86.7 million at the end of 6M 2017. At the same time, goodwill decreased by EUR 1.9 million to EUR 39.6 million, related to changes in currency translation.

Meaningful additional assets belonging to ADVA Optical Networking are the broad and global customer base of several hundred service providers and thousands of enterprises, the ADVA Optical Networking brand, the vendor and partner relationships and a highly motivated and skilled global team. These assets are not included in the balance sheet. Customer satisfaction as measured by the Net Promoter Score5 represents one of the Group's four key performance indicators, highlighting the value of sustainable relationships with customers to ADVA Optical Networking.

On the equity and liabilities side, current liabilities decreased by EUR 6.5 million from EUR 141.5 million on December 31, 2016, to EUR 135.0 million on June 30, 2017, primarily due to lower trade accounts payable and other current liabilities. Trade accounts payable at EUR 64.4 million were significantly below the EUR 73.3 million reported at the end of 2016. Days payable outstanding were at 62.6 days in 6M 2017 compared to 62.1 days in 12M 2016. The decrease in trade accounts payable is driven by the timing of material purchases. Other current liabilities decreased by EUR 6.3 million to EUR 16.8 million at the end of June 2017, largely driven by variable compensation for prior periods paid out in 6M 2017. At the same time, current provisions increased by EUR 7.5 million as employees' variable compensation entitlement for 2017 has been included on a pro rata basis. Deferred revenues increased to EUR 14.1 million at the end of 6M 2017 compared to EUR 11.3 million reported at year-end 2016.

detractors (0-6 rating). The percentage of detractors is then subtracted from the percentage of promoters to obtain a Net Promoter Score.

5 The Net Promoter Score is obtained by asking customers a single question on a 0 to 10 rating scale: "How likely is it that you would recommend our company to a friend or colleague?" Based on their responses, customers are categorized into one of three groups: promoters (9-10 rating), passives (7-8 rating), and

Management
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Highlights Repor atement mation. mation
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Non-current liabilities decreased from EUR 87.4 million at year-end 2016 to EUR 82.9 million at the end of June 2017 mainly due to lower non-current financial liabilities due to scheduled servicing of loans. This effect has been partly compensated by the increase of deferred revenues relating to service contracts by EUR 2.9 million.

Stockholders' equity increased from EUR 239.0 million reported on December 31, 2016, to EUR 245.0 million on June 30, 2017. The equity ratio was at 52.9% on June 30, 2017, after 51.1% on December 31, 2016, while the non-current assets ratio amounted to 118.1% and 119.8%, respectively with stockholders' equity fully covering the non-current assets and a portion of the current assets.

Balance sheet ratios
(in %)
Jun.
30,
2017
Dec.
31,
2016
Equity ratio Stockholders' equity
Total assets
52.9 51.1
Non-current asset
ratio
Stockholders' equity
Non-current assets
118.1 119.8
Liability structure Current liabilities
Total liabilities
61.9 61.8

Capital Expenditures

Capital expenditures for additions to property, plant and equipment in 6M 2017 amounted to EUR 4.9 million, below the EUR 5.7 million seen in 6M 2016.

Capital expenditures for intangible assets of EUR 25.1 million in 6M 2017 were significantly up from EUR 16.2 million in 6M 2016. This total mainly consists of capitalized development projects of EUR 22.2 million in 6M 2017 after EUR 15.8 million in 6M 2016 and capital expenditures for other intangible assets of EUR 2.9 million in 6M 2017 after EUR 0.4 million in 6M 2016.

Cash Flow
(in millions of EUR) 6M Portion of 6M Portion of
2017 cash 2016 cash
Operating cash flow 35.2 43.6% 24.4 29.6%
Investing cash flow -29.9 37.0% -54.3 65.7%
Financing cash flow -9.2 11.4% 19.1 23.1%
Net effect of foreign
currency translation on
cash and cash equivalents -0.2 0.3% -0.6 0.7%
Net change in cash and
cash equivalents -4.1 5.1% -11.4 13.7%
Cash and cash
equivalents at the
beginning of the period 84.9 105.1% 93.9 113.7%
Cash and cash
equivalents at the
end of the period 80.8 100.0% 82.5 100.0%

Cash flow from operating activities was positive EUR 35.2 million in 6M 2017, after positive EUR 24.4 million in 6M 2016. The increase mainly relates to the improved income before tax.

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Cash flow from investing activities amounted to negative EUR 29.9 million in 6M 2017 after negative EUR 54.3 million in 6M 2016. The significantly decreased use of funds for investing activities is largely due to cash outflows in the acquisition of Overture reported in 6M 2016.

Finally, net cash outflows of EUR 9.2 million were used for financing activities in 6M 2017, after cash inflows for financing activities EUR 19.1 million reported in 6M 2016. The cash flow in 6M 2017 is due to scheduled servicing of existing debt partly offset by inflows from capital increases due to stock option exercises. In 6M 2016, the inflows mainly resulted from taking up new debt.

Overall, including the net effect of foreign currency translation of negative EUR 0.2 million in 6M 2017, cash and cash equivalents decreased by EUR 4.1 million, from EUR 84.9 million at the end of December 2016 to EUR 80.8 million on June 30, 2017.

Financing and Liquidity

ADVA Optical Networking's financial management objective is to provide sufficient funds to ensure ongoing operations and to support the Group's future growth. Beyond the strong equity base appropriate for the growing business, ADVA Optical Networking finances its business by means of liabilities with maturities typically exceeding the life of the assets being financed. For any liability taken, ADVA Optical Networking is focused on minimizing related interest cost, as long as access to funds is not at risk. Excess funds are generally used to redeem.

Financial liabilities
(in millions of EUR)
Jun.
30,
2017
Dec.
31,
2016
Current financial liabilities 18.7 18.7
Non-current financial liabilities 31.3 40.7
Total financial liabilities 50.0 59.4

Total financial liabilities decreased by EUR 9.4 million. While the current portion remained fairly stable at EUR 18.7 million, the non-current portion decreased to EUR 31.3 million at the end of June 2017. The decrease in non-current financial liabilities mainly results from scheduled servicing of existing debts.

On June 30, 2017, the Group had available EUR 8 million of undrawn committed borrowing facilities (December 31, 2016: EUR 8 million).

Net liquidity2 represents one of the four key performance indicators for ADVA Optical Networking. Due to decrease in financial liabilities in 6M 2017, partly offset by the decreasein cash and cash equivalents ADVA Optical Networking's net liquidity increased from EUR 25.5 million at year-end 2016 to EUR 30.8 million at the end of June 2017. Cash and cash equivalents on June 30, 2017, and on December 31, 2016, were invested mainly in EUR, USD and GBP. At the end of June 2017 and at the end of December 2016, EUR 0.2 million and EUR 0.1 million of cash and cash equivalents was restricted, respectively.

Net liquidity
(in millions of EUR)
Jun.
30,
2017
Dec.
31,
2016
Cash and cash equivalents 80.8 84.9
-
financial liabilities
current 18.7 18.7
non-current 31.3 40.7
Net liquidity 30.8 25.5
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Management inancial Shareholde DOI dU
Highlights eport otatement: nformation nformation

ADVA Optical Networking's liquidity ratios reflect the healthy balance sheet structure.

Financing ratios Jun.
30,
2017
Dec.
31,
2016
Cash ratio Cash and cash equivalents
Current liabilities
0.60 0.60
Quick ratio Monetary current assets*
Current liabilities
1.25 1.15
Current ratio Current assets
Current liabilities
1.89 1.90

* Monetary current assets are defined as the sum of cash and cash equivalents, short-term investments and securities and trade accounts receivable.

Return on capital employed in 6M 2017 was at positive 8.3%, up from positive 2.7% reported in 6M 2016. This development is mainly due to the improved operating result in 6M 2017.

Return on capital employed (ROCE)
(base data in millions of EUR)
6M
2017
6M
2016
Operating income 13.6 4.1
Average total assets* 464.9 424.2
Average current liabilities* 135.7 124.0
ROCE Operating income, annualized
Ø total assets -
Ø current liabilities
8.3% 2.7%

* Arithmetic average of the quarterly balance sheet values (Dec. 31 of the previous year, Mar. 31 and Jun. 30 of the year). Transactions with Related Parties

Transactions with related individuals and legal entities are discussed in note (23) to the six-month consolidated interim financial statements.

Summary: Net Assets and Financial Position

The net assets and financial position of ADVA Optical Networking continues to be solid in 6M 2017, albeit the lower levels of cash and cash equivalents. Net liquidity significantly improved compared to year-end 2016.

Events After the Balance Sheet Date

On July 2, 2017, ADVA Optical Networking announced that it has entered into a definitive agreement to acquire MRV Communications, Inc. Under the terms of the agreement, ADVA Optical Networking will make a tender offer of USD 10.00 per share for all the outstanding common stock of the California-based provider of innovative network solutions for data center operators, service providers and enterprises. The acquisition is subject to customary closing conditions, including the tender of at least a majority of MRV Communications, Inc. outstanding shares of common stock. If successful, the acquisition will become effective in Q3 2017.

Further, there were no events after the balance sheet date that impacted the financial position of the Group on June 30, 2017, or its financial performance for the reporting period then ended. Similarly, there were no events considered material for disclosure.

Risk Report

ADVA Optical Networking's future development is subject to various general and Group-specific risks, which in certain cases can also endanger the Group's continued existence. Unknown risks, uncertainties and other factors are discussed in the "risk report" section of the 2016 Annual Report.

Outlook

Based on the macroeconomic framework, ADVA Optical Networking anticipates a compound annual growth rate of 8%6 for the Group's addressable core market between the years 2016 – 2021. Internet content providers represent the customer group with the greatest growth potential due to their demand for data center interconnect solutions.

The global megatrends cloud and mobility still drive sustainable growth for the Group's addressable market. The market for cloud and mobile services is driving demand for more bandwidth in communication networks, and thus the demand for optical transmission technology and solutions that accelerate and improve access to the cloud. On the other hand, there is a fierce price competition that reinforces the need for further consolidation in the industry.

In order to ensure sustainable corporate success, ADVA Optical Networking has placed an offer to acquire MRV Communications, Inc. If successful, the acquisition will expand the Company's customer base, solidify the leadership position in the market for Ethertnet access devices and expand the product portfolio in the area of paket optical transport solutions. In addition the Company focuses on the following long-term strategic objectives:

  • Grow global revenues and profitability through extensive sales and marketing activities focusing on large customers, new customer acquisition and the service and software business.
  • Expand the Group's proven innovation leadership and increase market share by meeting strategic customers' demand for innovative connectivity solutions.
  • Maintain operational excellence by further focusing on industry-leading processes and best-in-class execution, which will result in product and service quality leadership, improved efficiency and increased overall customer satisfaction.
  • Recruit, retain, motivate, educate and nurture the Group's employees to sustainably achieve high levels of performance, personal growth and job satisfaction, while keeping employee turnover low.

After the strong revenue growth in 2015 and 2016, the Company expects for 2017 to achieve only moderate revenue growth. The profitability of the Group, however, is expected to be improved noticably compared to 2016. The following factors will play a decisive role:

  • Internet content providers build new and larger data centers that need to be connected with optical transmission technology. The FSP 3000 CloudConnect™ has been specifically designed for this target group and ADVA Optical Networking expects new customer wins and margin improvement in this application due to an improved cost structure.
  • Large companies build geographically dispersed data protection and storage solutions, requiring optical transmission technology. The security package ConnectGuard™ and the BSI-certification in Germany bring competitive advantages and increased customer loyalty. ADVA Optical Networking expects solid growth in this application with good profitability.
  • Carrier infrastructure upgrades will continue in 2017. The investment focus is shifting further towards metro networks, where ADVA Optical Networking is particularly well positioned.
  • The innovative feature set of the ADVA FSP 150 portfolio combined with a loyal, global customer base, puts ADVA Optical Networking in a position of strength in the cloud access market. The Company expects new customer wins and an expansion of existing business relationships in all regions.
  • High-precision synchronization technology continues to gain strategic importance. Specifically mobile operators, who are expanding existing LTE networks and preparing for upcoming 5G standards, are asking for network-based solutions to deliver and assure highly accurate time and frequency information. The Oscilloquartz solution portfolio is industry-leading and promises a valuable contribution to revenue growth and margins for 2017.

6 Industry analyst estimates for metro WDM equipment and access switching & routing relevant to ADVA Optical Networking. Sources: Ovum, Optical Networks Forecast 2016-2021 and service provider switching and routing forecast 2016-2022, published January 2017.

Management Financ
Highlights Report Stateme

Unaffected by current turmoils in global politics, the global megatrends Cloud and Mobility continue to drive the growth for the network equipment industry. ADVA Optical Networking's commitment to being a trusted partner for Connecting, Extending and Assuring the Cloud, is positioning the company as an attractive supplier in important growth markets. The combination of application-optimized innovation, short development and delivery times, a broad and growing customer base, and a balanced distribution model distinguish ADVA Optical Networking from comparable companies and leads to a profitable business model.

Against the backdrop of the aforementioned factors, the planned acquisition of MRV Communications, Inc. and taking into account planning parameters such as personnel and currency exchange rates, the Management Board of ADVA Optical Networking expects stable revenue development on a year-on-year basis, still resulting in a three year (2015 – 2017) compound annual growth rate above the average market growth. Under this assumption, the Management Board also expects its 2017 pro forma operating income1 to increase compared to the previous year, excluding potential integrations costs in the case of a successful acquisition of MRV Communications, Inc. The Management Board expects that the Group's net liquidity2 will increase to a lower double digit million Euro range by the end of 2017. The Group will continue to selectively invest in product development, technology and revenuegenerating opportunities. In addition, the Management Board of ADVA Optical Networking expects, due to the continued focus on innovation, quality and service that customer satisfaction in 2017 will once again be at high positive levels. Actual results may differ materially from expectations if risks materialize or the underlying assumptions prove unrealistic.

Meiningen, July 18, 2017

Brian Protiva

Christoph Glingener Ulrich Dopfer

Highlights

Six-Month IFRS Consolidated Financial Statements

Consolidated Statement of Financial Position (Unaudited)

(in thousands
of EUR)
Note Jun.
30,
2017
Dec.
31,
2016
Assets
Current assets
Cash and cash
equivalents (5) 80,774 84,871
Trade accounts
receivable (6) 87,392 78,474
Inventories (7) 77,331 92,800
Tax assets 1,672 1,474
Other current assets (8) 8,259 10,742
Total current assets 255,428 268,361
Non-current assets
Property, plant and
equipment (9) 24,501 25,126
Goodwill 39,643 41,538
Capitalized development
projects (10) 86,665 76,263
Intangible assets
acquired in business
combinations (10) 12,348 14,284
Other intangible assets (10) 4,141 2,145
Deferred tax assets 35,454 35,999
Other non-current
assets (8) 4,739 4,176
Total non-current
assets 207,491 199,531
Total assets 462,919 467,892
(in thousands of EUR) Note Jun.
30,
2017
Dec.
31,
2016
Equity and liabilities
Current liabilities
Financial liabilities 18,745 18,648
Trade accounts payable (11) 64,429 73,290
Advance payments received 543 352
Other provisions (12) 19,290 11,789
Tax liabilities 990 2,957
Deferred revenues 14,149 11,347
Other current liabilities (11) 16,827 23,143
Total current liabilities 134,973 141,526
Non-current liabilities
Financial liabilities 31,250 40,717
Provisions for pensions and similar
employee benefits 4,962 4,705
Other provisions (12) 1,720 1,507
Deferred tax liabilities 30,620 30,256
Deferred revenues 9,880 6,971
Other non-current liabilities (11) 4,482 3,263
Total non-current liabilities 82,914 87,419
Total liabilities 217,887 228,945
Stockholders' equity entitled to
the owners of the parent
company (13)
Share capital 49,658 49,499
(Conditional capital EUR
4,654
thousand;
prior year EUR
4,813 thousand)
Capital reserve 313,574 312,305
Accumulated deficit -126,970 -148,502
Net income 10,709 21,532
Accumulated other
comprehensive income (loss)
Total stockholders' equity
-1,939
245,032
4,113
238,947
Total equity and liabilities 462,919 467,892
Management
Highlights
Financial bhareholder Corporate
Report Statements Information Information

Consolidated Income Statement (Unaudited)

(in thousands of EUR, except earnings per
share and number of shares)
Note Q2
2017
Q2
2016
6M
2017
6M
2016
Revenues (14) 144,225 157,243 286,060 279,205
Cost of goods sold -98,124 -114,860 -194,421 -196,945
Gross profit 46,101 42,383 91,639 82,260
Selling and marketing expenses -14,896 -15,553 -31,131 -31,328
General and administrative expenses -8,952 -7,831 -17,212 -15,601
Research and development expenses -15,810 -17,165 -32,562 -34,068
Other operating income (15) 1,706 1,429 3,241 3,145
Other operating expenses (15) -57 -183 -382 -334
Operating income 8,092 3,080 13,593 4,074
Interest income (16) 58 258 90 269
Interest expenses (16) -141 -205 -364 -407
Other financial gains and losses, net (17) -1,424 2,011 -2,426 -4,034
Income (loss) before tax 6,585 5,144 10,893 -98
Income tax benefit (expense), net (18) -2,061 4,662 -184 4,741
Net income entitled to the owners of
the parent company 4,524 9,806 10,709 4,643
Earnings per share in EUR 0.09 0.20 0.22 0.09
basic 0.09 0.20 0.21 0.09
diluted
Weighted average number of shares for
calculation of earnings per share
basic 49,547,702 49,377,102 49,523,589 49,378,604
diluted 50,231,993 50,172,312 50,207,880 50,173,814
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Highlights Repor itements
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Information Information

Consolidated Statement of Comprehensive Income (Unaudited)

Q2 Q2 6M 6M
(in thousands of EUR) 2017 2016 2017 2016
Net income
entitled to the owners of the parent company
4,524 9,806 10,709 4,643
Items that possibly get reclassified to profit or loss in future periods -
Exchange differences on translation of foreign operations -5,028 425 -3,508 -1,177
Items that
do
not get reclassified to profit or loss in future periods
Remeasurement of defined benefit plans - - -2,544 -2,009
Total comprehensive income (loss) entitled
to the owners of the parent company
-504 10,231 4,657 1,457

Remeasurement of defined benefit plans is regularly done at year-end. Thus in 6M 2017 no effects from remeasurement were recognized.

In 6M 2017 and 6M 2016, no items were reclassified (recycled) from comprehensive income to profit or loss.

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Highlights s eport Statements Information nformation

Consolidated Cash Flow Statement (Unaudited)

(in thousands of EUR) Note Q2
2017
Q2
2016
6M
2017
6M
2016
(in thousands of EUR) Note Q2
2017
Q2
2016
6M
2017
6M
2016
Cash flow from operating
activities
Cash flow from investing
activities
Income (loss) before tax 6,585 5,144 10,893 -98 Proceeds from government grants
Investment in property,
- - - -
Adjustments to reconcile income
(loss) before tax to net cash
plant and equipment
Investment in intangible
(9) -1,752 -3,305 -4,907 -5,661
provided by operating activities assets
Net cash received from (paid
(10) -12,324 -8,108 -25,137 -16,220
Non-cash adjustments
Amortization of non-
current assets
9,777 9,521 19,136 20,148 in) acquisition of affiliated
companies
Interest received
-
54
-
12
-
85
-32,409
23
Loss from disposal of
property, plant and
Net cash used in
investing activities
-14,022 -11,401 -29,869 -54,267
equipment and
intangible assets
126 15 232 17
Stock compensation
expenses
Other non-cash income
323 362 681 647 Cash flow from
financing activities
and expenses (net) 327 325 1,366 582 Proceeds from capital increase
and exercise of stock options
(13) 723 19 723 19
Foreign currency exchange
differences
-1,975 -572 -2,498 -1,109 Payments received from
financial liabilities
Cash repayment of
- - - 35,000
Changes in assets and liabilities
Decrease (increase) in
financial liabilities
Interest paid
-4,688
-261
-1,563
-337
-9,376
-539
15,199
-725
trade accounts receivable
Decrease (increase) in
6,711 -19,237 -8,918 -34,589 Net cash provided
by/(used in)
inventories
Decrease (increase) in
4,367 8,182 15,469 12,802 financing activities -4,226 -1,881 -9,192 19,095
other assets
Increase (decrease) in
-1,339 -2,132 1,745 -2,523 Net effect of foreign currency
translation on cash and
trade accounts payable
Increase (decrease) in
436 19,268 -8,861 30,063 cash equivalents
Net change in
-302 18 -274 -572
provisions
Increase (decrease) in
4,015 1,849 6,542 5,131 cash and cash equivalents 11,065 9,119 -4,097 -11,329
other liabilities 1,709 -317 1,368 -6,164 Cash and cash equivalents
Income tax paid -1,447 -25 -1,917 -492 at the beginning of the period 69,709 73,402 84,871 93,850
Net cash provided by
operating activities
29,615 22,383 35,238 24,415 Cash and cash equivalents
at the end of the period
80,774 82,521 80,774 82,521
$1 + 1 + 1$
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Highlights Report an di kacamatan Kabupatén
statements
Information Information

Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

(in thousands of EUR, except number of shares) Share capital Total
stockholders'
Number Net income
(loss) and
accumulated
Accumulated
other
comprehensive
equity entitled to
the owners of
the parent
Balance on January 1, 2016 of shares
49,374,484
Par value
49,374
Capital reserve
310,645
deficit
-148,502
income (loss)
4,404
company
215,921
Capital increase, including exercise of stock
options
Stock options outstanding
6,900 7 12
665
19
665
Net income 4,643 4,643
Exchange differences on translation of foreign
operations
Remeasurement of defined benefit plans
-1,177
-2,009
-1,177
-2,009
Total comprehensive income 4,643 -3,186 1,457
Balance on June
30, 2016
49,381,384 49,381 311,322 -143,859 1,218 218,062
Balance on January
1, 2017
49,498,934 49,499 312,305 -126,970 4,113 238,947
Capital increase, including exercise of stock
options
Stock options outstanding
159,015 159 564
705
723
705
Net income
Exchange differences on translation of foreign
10,709 10,709
operations
Remeasurement of defined benefit plans
-3,508
-2,544
-3,508
-2,544
Total comprehensive income 10,709 -6,052 4,657
Balance on June
30, 2017
49,657,949 49,658 313,574 -116,261 -1,939 245,032
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Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

(1) Information about the Company and the Group

ADVA Optical Networking SE (hereinafter referred to as "the Company"), Märzenquelle 1-3, 98617 Meiningen, Germany is a Societas Europaea, registered as HRB 508155 at the commercial register in Jena. The Company's headquarters are in Fraunhoferstrasse 9a, 82152 Martinsried/Munich, Germany.

The ADVA Optical Networking Group (hereinafter referred to as "ADVA Optical Networking" or "the Group") develops, manufactures and sells optical and Ethernetbased networking solutions to telecommunications carriers and enterprises to deliver data, storage, voice and video services.

Telecommunications service providers, private companies, universities and government agencies worldwide use the Group's systems. ADVA Optical Networking sells its product portfolio both directly and through an international network of distribution partners.

(2) Basis of Preparation and Accounting Policies

The Group's consolidated interim financial statements for the period ended June 30, 2017, are prepared in accordance with IAS 34. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements per December 31, 2016.

The condensed interim consolidated financial statements for the period ended June 30, 2017, have neither been audited nor subject to a limited review by the Group auditor PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Munich.

The condensed interim consolidated financial statements are presented in EUR. Unless otherwise stated, all amounts quoted are in thousands of EUR. The balance sheet is broken down into current and non-current assets and liabilities. The classification of income and expenses in the income statement is based on their function within the entity. Where items on the balance sheet and in the income statement are summarized in the interest of clarity, this is explained in the notes to the consolidated financial statements. The additional disclosure requirements in order to comply with section 315 a paragraph 1 of the German Commercial Code (Handelsgesetzbuch, HGB) are all met.

The interim financial statements of the individual subsidiaries of the holding company ADVA Optical Networking SE, as subsumed in the condensed interim consolidated financial statements, are all prepared using the same accounting and valuation policies and the same balance sheet date.

The result of the six-month period through June 30, 2017, cannot be extrapolated to the result of the full year 2017.

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(3) Effects of New Standards and Interpretations

The accounting policies followed are consistent with those of the prior financial year, except for the adoption of new and amended IFRSs and interpretations (IFRICs) during 6M 2017.

Standards, amendments and interpretations applicable for the first time in 2017

In 6M 2017, following standards and interpretations have been adopted for the first time.

Standard Topic First-time
adoption*
Expected
impact on the
financial
position and
performance
Amendments to
IAS
12
Recognition of
Deferred Tax Assets
Related to Unrealized
Losses Jan.
1, 2017
none
Amendments to Disclosure Initiative
IAS
7
Jan.
1, 2017
none

* To be applied in the first reporting period of a financial year beginning on or after this date.

New accounting requirements not yet endorsed by the EU

The IASB and the IFRIC have issued further Standards and Interpretations in 2017 and previous years that are not applicable for the financial year 2017. In addition, the first-time adoption is subject to endorsement by the EU.

Standard Topic First-time
adoption*
Expected
impact on the
financial
position and
performance
IFRS
9
(2014)
Financial Instruments Jan.
1, 2018
under review
IFRS
15 including
relevant
Revenue from
Contracts with
clarifications Customers Jan.
1, 2018
none
IFRS
16
Leases Jan.
1, 2019
under review
Amendments to
IFRS
2
Share-based Payment Jan.
1, 2018
none
Amendments to
IFRS
4
Insurance Contracts Jan.
1, 2018
none
Amendments to
IAS
40
Investment Property Jan.
1, 2018
none
Annual
improvements 2016
The improvements
include changes to:
IAS
28 –
Investments
in Associates and Joint
Ventures
IFRS
12 –
Disclosure of
Interests in Other
Entities
as well as
editorial amendments
to IFRS
1
Jan.
1, 2017
and 2018,
respectively
none
IFRIC
22
Foreign Currency
Transactions and
Advance Considerations
Jan.
1, 2018
under review
IFRIC
23
Uncertainty over
Income Tax Treatments
Jan.
1,
2019
under review

* To be applied in the first reporting period of a financial year beginning on or after this date.

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IFRS 9 (2014) in its final version replaces IAS 39 Financial Instruments: Recognition and Measurement. It supersedes all regulations previously published. The Standard includes requirements for classification and valuation of financial assets. In addition, a new impairment model based on expected payment defaults is implemented. Furthermore, IFRS 9 contains new hedge accounting rules. ADVA Optical Networking will apply the new standard in the financial year 2018 for the first time. The application will presumably result in changes to the calculation of impairment of financial assets. However, ADVA Optical Networking does not expect significant impact on its financial position and performance of the Group.

IFRS 15 specifies how and when revenues will be recognized based on a single, principles based five-step model to be applied to all contracts with customers. Additionally, the standard defines comprehensive disclosure requirements. ADVA Optical Networking has started a global project for the implementation of the new standard. The first-time adoption will apply prospectively for financial periods starting January 1, 2018. Currently, ADVA Optical Networking does not expect significant impact on its financial performance.

On January 13, 2016, the IASB published IFRS 16 Leases regarding accounting of lease contracts. The new standard will replace IAS 17 Leases and all related interpretations and implements a consistent lease accounting model. Hence, lessees will have to recognize assets (right to use) and lease liabilities for all lease contracts with terms over 12 months. At present, ADVA Optical Networking reviews the potential impact of the application of IFRS 16 on its consolidated financial statements. The standard will be applied for financial years starting January 1, 2019.

Besides the described standards, the adoption of new or revised standards and interpretations – from today's perspective – will not have a material impact on the financial position and performance of the Group. The Group does not plan an early adoption of these standards.

(4) Significant Accounting Judgments, Estimates and Assumptions

The preparation of the Group's interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities on the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

Discussed below are the key judgments and assumptions concerning the future and other key sources of estimation of uncertainty on the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the current financial year.

Development expenses

Initial capitalization of costs is based on management's judgment that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the assets, discount rates to be applied and the expected period of benefits. See note (10) for the carrying amounts involved.

Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all nonfinancial assets on each reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash generating unit and choose a suitable discount rate in order to calculate the present value of these cash flows. See note (9) and (10) for the carrying amounts involved.

Employee benefits

Pension and similar post-employment obligations as well as the related expenses are recognized based on actuarial calculations. The actuarial valuation of the present value of pension obligations depends on a number of assumptions regarding the discount rate, the expected salary increase rate, the expected pension trend, and life expectancy. In the event that changes in the assumptions regarding the valuation parameters are required, the future amounts of the pension obligations as well as the pension benefit costs may be affected materially.

Management ınancıal bhareholde . Proporate
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Share-based compensation transactions

The Group measures the cost of equity-settled and cash-settled transactions with employees by reference to the fair value of the equity instruments on the date at which they are granted or on the balance sheet date. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the expected life of the option, volatility and dividend yield, as well as further assumptions.

Provisions

Significant estimates are involved in the determination of provisions related to warranty costs and legal proceedings. The estimate of warranty claims is based on historic data and is extrapolated into the future. Legal proceedings often involve complex legal issues and are subject to substantial uncertainties. Accordingly, management exercises considerable judgment in determining whether there is a present obligation as a result of a past event at the end of the reporting period, whether it is more likely than not that such a proceeding will result in an outflow of resources and whether the amount of the obligation can be reliably estimated. Other provisions are described in note (12).

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expenses already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available to utilize these losses. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

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Highlights Report tatements nformation Information

(5) Cash and Cash Equivalents

Cash and cash equivalents include the following amounts to which ADVA Optical Networking has only limited access:

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Amounts pledged as security 182 146

On June 30, 2017, cash of EUR 4,596 thousand (December 31, 2016: EUR 3,436 thousand) is held in China and is subject to local exchange control regulations. These local exchange control regulations provide for restrictions on exporting capital from the country, other than through normal dividends.

Cash at banks earns interest at floating rates based on daily bank deposit rates.

Cash equivalents are invested for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

On June 30, 2017, the Group had EUR 8,000 thousand available (on December 31, 2016: EUR 8,000 thousand) of undrawn committed borrowing facilities in respect of which all conditions had been met.

(6) Trade Accounts Receivable

As a result of an agreement on the sale of accounts receivable entered into on September 16, 2008, interest expenses of EUR 81 thousand were incurred in 6M 2017 (6M 2016: EUR 116 thousand).

(7) Inventories

In 6M 2017, write-downs amounting to EUR 3,748 thousand (6M 2016: EUR 1,334 thousand) were recognized as expense within costs of goods sold. This amount includes reversals of earlier write-downs in the amount of EUR 397 thousand (6M 2016: EUR 416 thousand) due to higher selling and input prices.

In 6M 2017 and 6M 2016, material costs of EUR 152,808 thousand and EUR 159,980 thousand, respectively, have been recognized.

(8) Other Current and Non-Current Assets

On June 30, other current assets can be analyzed as follows:

(in thousands of EUR) Jun.
30,
Dec.
31,
2017 2016
Non-financial assets
Prepaid expenses 3,226 2,707
Receivables due from tax authorities 1,318 3,632
Other 1,101 703
Total current non-financial assets 5,645 7,042
Financial assets
Government grant allowances
for research projects
Positive fair values of
2,362 2,478
derivative financial instruments - 903
Other 252 319
Total current financial assets 2,614 3,700
8,259 10,742

Other current assets are non-interest-bearing and are generally due within 0 to 60 days.

Further disclosures on derivative financial instruments are given in note (17).

On June 30, other non-current assets can be analyzed as follows:

(in thousands of EUR) Jun.
30,
Dec.
31,
2017 2016
Financial assets
Investments 1,374 1,374
Government grant allowances
for research projects 2,099 1,567
Other 1,266 1,235
Total non-current financial assets 4,739 4,176

On June 30, 2017 and December 31, 2016, no non-current non-financial assets have been recognized.

Investments relate to 9% of the shares of Saguna Networks Ltd. Nesher, Israel, held by ADVA Optical Networking SE (prior year: 9% of the shares).

On June 30, 2017, government grants for twelve research projects are recognized (December 31, 2016: fourteen research projects). These public grants relate to programs promoted by the EU and national governments.

(9) Property, Plant and Equipment

Property, plant and equipment can be analyzed as follows:

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Land and buildings 7,450 8,069
Technical equipment and machinery 13,573 13,707
Factory and office equipment 2,931 2,902
Assets under construction 547 448
24,501 25,126

In 6M 2017 and 6M 2016, there were neither impairments nor write-backs of property, plant and equipment impaired in prior years.

In 6M 2017, the Group has received cash payments of EUR 90 thousand for government grants related to purchases (6M 2016: nil). Based on grant notifications no historical costs have been deducted in 6M 2017 (6M 2016: nil).

Highlights Management Financial bhareholder Corporate
Keport Statements Information Information

(10) Capitalized Development Projects, intangible assets acquired in business combinations and Other Intangible Assets

The table below summarizes the carrying amounts:

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Capitalized development projects
Intangible assets acquired in business
86,665 76,263
combinations 12,348 14,284
Other intangible assets 4,141 2,145
103,154 92,692

In 6M 2017, borrowing costs of EUR 218 thousand (6M 2016: EUR 348 thousand) were capitalized related to development projects with an expected duration of more than 12 months. Borrowing costs were capitalized at the weighted average rate of the financial liabilities of 1.9%.

Intangible assets acquired in business combinations can be analyzed as follows:

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Purchased technology Biran 56 111
Purchased technology Time4 Systems 393 456
Purchased technology FiSEC 847 993
Purchased hardware technology Overture 2,732 3,260
Purchased software technology Overture 3,572 3,919
Brand Ensemble 164 185
Purchased customer relationships OSA 127 166
Purchased customer relationships Overture 4,457 5,194
12,348 14,284

Amortization of intangible assets

Amortization of intangible assets with a finite useful life comprises:

(in thousands of EUR) Q2
2017
Q2
2016
6M
2017
6M
2016
Capitalized development
projects
Intangible assets acquired
6,059 6,046 11,758 13,201
in business combinations 776 771 1,558 1,442
Other intangible assets 499 369 938 790
7,334 7,186 14,254 15,433

Amortization of intangible assets acquired in business combinations can be analyzed as follows:

(in thousands of EUR) Q2
2017
Q2
2016
6M
2017
6M
2016
Purchased technology Biran
Purchased technology Time4
28 26 56 52
Systems 32 32 64 64
Purchased technology FiSEC
Purchased hardware
72 72 145 145
technology Overture
Purchased software
265 262 529 487
technology Overture 173 172 346 318
Brand Ensemble
Purchased customer
10 11 21 20
relationships OSA
Purchased customer
18 28 37 56
relationships Overture 178 168 360 300
776 771 1,558 1,442

In the income statement, amortization of capitalized development projects and amortization of purchased technology is included in cost of goods sold. Amortization of purchased customer relationship assets is included in selling and marketing expenses.

In 6M 2017 and 6M 2016, no impairment of intangible assets with finite useful economic lives was recognized.

Highlights Management ·inancial areholde: orporate.
epor: statement: ormation 'nformation

(11) Trade Accounts Payable and Other Current and Non-Current Liabilities

The trade accounts payable are non-interest-bearing and generally due within 30 to 90 days.

Other current liabilities on June 30 can be analyzed as follows:

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Non-financial liabilities
Liabilities to employees for vacation 4,781 2,048
Liabilities due to withheld wage income tax
and social security contribution
2,037 1,777
Liabilities due to tax authorities 2,030 1,139
Obligations from
subsidized research projects
2,531 2,256
Other 452 1,004
Total current non-financial liabilities 11,831 8,224
Financial liabilities
Liabilities to employees for variable
compensation and payroll
Negative fair values of derivative financial
3,607 14,008
instruments 491 -
Other 898 911
Total current financial liabilities 4,996 14,919
16,827 23,143

On June 30, other non-current liabilities include:

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Non-financial liabilities
Obligations from
subsidized research projects 2,071 1,594
Other 1,217 1,469
Total non-current non-financial
liabilities
3,288 3,063
Financial liabilities
Other 1,194 200
Total non-current financial liabilities 1,194 200
4,482 3,263

On June 30, 2017, other non-current non-financial liabilities primarily include deferred rental expense of EUR 1,200 thousand (December 31, 2016: EUR 1,377 thousand).

Highlights Management Financial Shareholder
Report Statements Information

(12) Other Provisions

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Current provisions
Warranty provision 3,183 2,581
Personnel provisions 8,285 530
Other current provisions 7,822 8,678
19,290 11,789
Non-current provisions
Warranty provision 1,405 1,264
Personnel provisions 288 216
Other non-current provisions 27 27
1,720 1,507
21,010 13,296

The estimated expenses related to warranty claims reflect both past experience and current developments and are based on a percentage of sales revenues. Any differences between actual amounts and anticipated amounts are treated as changes in accounting estimates and affect earnings in the period in which the change occurs.

Current personnel provisions mainly include variable compensation payments, expenses for employee's accident insurance and other expenses resulting from legal requirements. For year-end reporting, variable compensation payments are reclassified to other liabilities.

Other current provisions primarily include provisions for outstanding invoices of uncertain amount and timing and provisions for potential obligations from existing contracts.

Non-current personnel provisions mainly include liabilities from share-based compensation transactions.

Shareholder Corporate
Information Information

(13) Stockholders' Equity

On June 30, 2017, the share capital amounts to EUR 49,658 thousand (on December 31, 2016: EUR 49,499 thousand).

In connection with the exercise of stock options, 159,015 shares were issued to employees and management board of the Company and its Group companies out of conditional capital in 6M 2017. The par value of EUR 159 thousand was appropriated to the share capital, whereas the premium of EUR 564 thousand was recognized as capital reserve.

Further details on stockholders' equity are included in the Consolidated Statement of Changes in Stockholders' Equity.

Highlights Management Financial
Report Statements

(14) Revenues

In 6M 2017 and 6M 2016, revenues included EUR 27,779 thousand and EUR 28,857 thousand for services, respectively. The remaining revenues relate mainly to product sales.

A summary of revenues by geographic region is provided in the section on segment reporting under note (19).

(15) Other Operating Income and Expenses

(in thousands of EUR) Q2 Q2 6M 6M
2017 2016 2017 2016
Other operating income
Government grants
received 475 434 777 711
Income for the supply of
development services - - 38 -
Release of bad debt
allowances 157 338 330 578
Release of provisions 692 543 907 1,535
Other 382 114 1,189 321
1,706 1,429 3,241 3,145
Other operating
expenses
Impairment of trade
accounts receivable -3 -150 -3 -150
Other -54 -33 -379 -184
-57 -183 -382 -334
Other operating income
and
expenses, net 1,649 1,246 2,859 2,811

(16) Interest Income and Expenses

Interest income primarily includes interest from daily bank deposits and from other short-term deposits with maturities between one day and three months.

Interest expenses are primarily incurred on financial liabilities and on the sale of receivables. Refer to note (6) for further details.

(17) Other Financial Gains (Losses), net, and Derivative Financial Instruments

Other financial gains (losses), net, mainly comprise the following:

(in thousands of EUR) Q2
2017
Q2
2016
6M
2017
6M
2016
Foreign currency
exchange gains
2,490 3,307 3,885 5,162
thereof: gains from
forward rate
agreements
- 263 - 353
Foreign currency
exchange losses
-3,914 -1,296 -6,311 -9,196
thereof: losses from
forward rate
-807 1,800 -1,132 -1,873
agreements -1,424 2,011 -2,426 -4,034

Forward rate agreements

Between May 31 and June 28, 2017, the Group entered into four forward rate agreement to hedge foreign currency exposure of expected future cash flows. These agreements mature in Q3 2017. In 6M 2017, unrealized losses amount to EUR 491 thousand (6M 2016: net unrealized gains and losses from seven forward rate agreements amounted to negative EUR 328 thousand).

In 6M 2017, two forward rate agreements signed on January 28, 2016 and on March 18, 2016, matured. A total loss of EUR 641 thousand was realized on these transactions in 6M 2017 (6M 2016: total net result from eight forward rate agreements of negative EUR 1,192 thousand).

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Management · inancial
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Highlights Repor mation.
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Fair value disclosures

On June 30, 2017, and December 31, 2016, the Group held the following financial instruments measured at fair value:

(in thousands of EUR) Fair value Nominal value
Jun.
30,
2017
Dec.
31,
2016
Jun.
30,
2017
Dec.
31,
2016
Forward rate agreements -491 903 30,850 16,075

The nominal value is the accounting value from which payments are derived (underlying transaction). Since the nominal value itself is not at risk, the hedged item relates to the potential for changes in foreign exchange rates, interest rates and prices.

The fair value reflects the credit risk of the instrument. Since the Group only uses standard, marketable instruments for its hedges, the fair value is determined using market prices and is not netted against any contrary trend in the value of underlying transactions.

The fair value of these transactions is presented within other current liabilities in the statement of financial position.

(18) Income Taxes

The tax expenses in 6M 2017 relates to application of the expected effective tax rate of the Group, which has been calculated based on a 4-year tax planning. All resulting tax effects have been recognized as deferred taxes.

(19) Segment Reporting

In accordance with IFRS 8, operating segments are identified based on the way information is reported internally to the chief operating decision maker and regularly reviewed to make decisions about resources to be allocated to the segment and assess its performance. Within the ADVA Optical Networking Group, management decisions are based on pro forma operating results. Pro forma financial information excludes non-cash charges related to share-based compensation plans and amortization and impairment of goodwill and acquisition-related intangible assets. Income from capitalization of development expenses is shown separately from research and development expenses.

$\cdots$
$\cdots$
Management -inancial bhareholde . Lorporate
Highlights Report Statements Information Information

Segment information on June 30, 2017 is analyzed as follows:

Pro forma
financial
Intangible assets Compensation Disclosure of R&D Consolidated
financial
(in thousands of EUR) information from acquisitions Goodwill expenses expenses information
Revenues 286,060 - - - - 286,060
Cost of goods sold -193,255 -1,140 - -26 - -194,421
Gross profit 92,805 -1,140 - -26 - 91,639
Gross margin 32.4% 32.1%
Selling and marketing expenses -30,564 -418 -149 - -31,131
General and administrative expenses -17,048 - -164 - -17,212
Research and development expenses -54,415 - -342 22,195 -32,562
Income from capitalization of
development expenses 22,195 - -22,195 -
Other operating income 3,241 - - - 3,241
Other operating expenses -382 - - - -382
Operating income 15,832 -1,558 -681 - 13,593
Operating margin 5.5% 4.8%
Segment assets 410,928 12,348 39,643 - - 462,919

Segment information on June 30, 2016 is analyzed as follows:

(in thousands of EUR) Pro forma
financial
information
Intangible assets
from acquisitions
Goodwill Compensation
expenses
Disclosure of R&D
expenses
Consolidated
financial
information
Revenues 279,205 - - - - 279,205
Cost of goods sold -195,845 -1,066 -34 - -196,945
Gross profit 83,360 -1,066 - -34 - 82,260
Gross margin 29.9% 29.5%
Selling and marketing expenses -30,728 -376 - -224 - -31,328
General and administrative expenses -15,475 - - -126 - -15,601
Research and development expenses -49,494 - - -263 15,689 -34,068
Income from capitalization of 15,689 - - - -15,689 -
development expenses
Other operating income 3,145 - - - - 3,145
Other operating expenses -334 - - - - -334
Operating income 6,163 -1,442 - -647 - 4,074
Operating margin 2.2% 1.5%
Segment assets 401,965 14,829 38,051 - - 454,845
Management Financial
Report Statements

Additional information by geographical regions:

(in thousands of EUR) Q2
2017
Q2
2016
2017 6M
6M
2016
Revenues
Germany 28,281 22,567 62,647 46,744
Rest of Europe,
Middle East and Africa 40,138 46,935 76,959 86,848
Americas 70,569 79,524 133,417 130,894
Asia-Pacific 5,237 8,217 13,037 14,719
144,225 157,243 286,060 279,205
(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Non-current assets
Germany 113,981 94,209
Rest of Europe,
Middle East and Africa
16,829 17,273
Americas 34,408 45,720
Asia-Pacific 2,080 2,154
167,298 159,356
Deferred tax assets
Germany 19,638 19,141
Rest of Europe,
Middle East and Africa 1,484 1,178
Americas 14,055 15,226
Asia-Pacific 277 454
35,454 35,999

Revenue information is based on the shipment location of the customers.

Shareholder Corporate
Information Information

In 6M 2017, the share of revenues allocated to major end customers was EUR 36,713 thousand (6M 2016: EUR 94,002 thousand). In 6M 2017, revenues with one major customer exceeded 10% of total revenues (6M 2016: revenues with two major customers).

Non-current assets and deferred tax assets are attributed based on the location of the respective Group Company. Non-current assets for the purpose of segment reporting consist of property, plant and equipment, intangible assets and finance lease equipment.

(20) Other Financial Obligations and Financial Commitments

Lease commitments

The Group has non-cancellable operating leases, primarily for buildings and cars.

The future minimum lease payments due on operating leases are listed in the table below:

(in thousands of EUR) Jun.
30,
2017
Dec.
31,
2016
Up to one year 5,921 9,253
One to five years 11,637 13,113
More than five years 4,202 5,704
21,760 28,070

Other obligations

On June 30, 2017, the Group had purchase commitments totaling EUR 45,914 thousand in respect to suppliers (on December 31, 2016: EUR 44,799 thousand).

Guarantees

Group entities have issued guarantees in favor of customers. On June 30, 2017, performance bonds with a maximum guaranteed amount of EUR 3,846 thousand were issued (on December 31, 2016: EUR 3,819 thousand). At the end of 6M 2017, ADVA Optical Networking does not expect claims from these guarantees.

(21) Contingent Liabilities

In the normal course of business, claims may be asserted or lawsuits filed against the Company and its subsidiaries from time to time. On June 30, 2017, ADVA Optical Networking does not expect that potential titles or litigations in detail or in total will have a material impact on its financial position or operating performance.

$\cdots$
lighlights
Management -inancial phareholder corporate
Report statements Information Information

(22) Stock Option Programs

Changes in the number of options rights outstanding and similar rights are detailed in the table below:

Stock Option Program
2003
Stock Option Program
2003 for the
Management Board
Stock
Appreciation
Rights
Stock Option Program 2011 Stock Option Program
2011 for the
Management Board
Stock Appreciation
Rights
Plan IX Plan IXb Plan XI Plan XIV Plan XIVa Plan XV
Options outstanding at
Jan.
1, 2016
103,806 75,000 9,000 1,558,677 440,000 59,400
Granted options - - - 365,700 401,667 -
Exercised options -82,950 - - -41,500 - -4,000
Forfeited options - - - -29,200 - -
Options outstanding at
Dec.
31, 2016
20,856 75,000 9,000 1,853,677 841,667 55,400
Exercised options -20,856 - -1,000 -138,159 - -14,200
Forfeited options - - - -26,500 - -
Options outstanding at
Jun.
30, 2017
- 75,000 8,000 1,689,018 841,667 41,200
Of which exercisable - 75,000 8,000 361,018 100,000 41,200
Highlights
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(23) Related Party Transactions

EGORA Holding GmbH, Martinsried/Munich, and its subsidiaries (the EGORA Group), Saguna Networks Ltd., Arista Networks, Inc. and all members of the Company's governing bodies and their relatives qualify as related parties to ADVA Optical Networking on June 30, 2017, in the sense of IAS 24.

On June 30, 2017, the EGORA Group held a 15.02% equity stake in ADVA Optical Networking.

ADVA Optical Networking SE owns 9% of the shares of Saguna Networks Ltd., Nesher, Israel. A service agreement with Saguna Networks Ltd. exists regarding the provision of development services for the companies of ADVA Optical Networking Group.

All transactions with related parties are conducted on an arm's-length basis.

In 6M 2017 ADVA Optical Networking acquired components with an amount of EUR 7 thousand from the EGORA Group (6M 2016: EUR 8 thousand).

ADVA Optical Networking has entered into several agreements with the EGORA Group under which ADVA Optical Networking is entitled to make use of certain facilities and services of the EGORA Group. In 6M 2017 and 6M 2016, these agreements were not utilized.

On June 30, 2017, no trade accounts payable existed in respect to EGORA Group (December 31, 2016: nil).

In 6M 2017 and 6M 2016, Saguna Networks Ltd. has not performed development services for the Group.

In 6M 2017 ADVA Optical Networking acquired components with an amount of EUR 42 thousand from Arista Networks, Inc. (6M 2016: nil). On June 30, 2017, trade accounts payable with an amount of EUR 42 thousand existed in respect to Arista Networks, Inc. (December 31, 2016: nil).

On June 30, 2017 and December 31, 2016, no trade receivables or provisions in respect to related parties existed.

On June 30, 2017, no business relationships existed with any other related parties resulting from the board memberships of the ADVA Optical Networking Management and Supervisory Board members as reported in the consolidated financial statements as of December 31, 2016.

See note (24) for information on the Management Board and the Supervisory Board of ADVA Optical Networking.

Highlights
The control of the control of the con-
Management -inancial
-----------------
Shareholde orporate
.
Repor' ements prmation rmation

(24) Governing Boards

Management Board

The members of the Management Board held the following shares and/or had been granted the following stock options:

Shares Stock options
Jun.
30,
Dec.
31,
June.
30,
Dec.
31,
2017 2016 2017 2016
Brian Protiva
Chief Executive Officer 401,030 401,030 335,000 335,000
Christoph Glingener
Chief Technology Officer &
Chief Operating Officer - - 325,000 325,000
Ulrich Dopfer
Chief Financial Officer
500 500 259,667 259,667

The options to members of the Management Board were granted out of Plan IXb, Plan XIV and Plan XIVa. These option rights authorize the Management Board to purchase the said number of common shares in the Company once the qualifying period has elapsed. Plan IXb and Plan XIVa include a profit limit of EUR 20.00 per option, whereas Plan XIV has no profit limitations.

The strike price for these option rights is

  • EUR 5.04 for 75,000 options granted on October 1, 2010,
  • EUR 5.05 for 103,000 options granted on August 15, 2012,
  • EUR 3.90 for 130,000 options granted on November 15, 2013,
  • EUR 3.19 for 60,000 options granted on May 15, 2014,
  • EUR 5.15 for 150,000 options granted on May 15, 2015,
  • EUR 8.70 for 401,667 options granted on May 15, 2016, respectively.

Supervisory Board

Members of the Supervisory Board held the following shares:

Shares
Jun.
30,
Dec.
31,
2017 2016
Nikos Theodosopoulos
Chairman - -
Johanna Hey
Vice Chairwoman - -
Hans-Joachim Grallert
(since February 19, 2016) - 620

On June 30, 2017, trade accounts payable to the Supervisory Board for the pro rata compensation for Q2 2017 with an amount of EUR 58 thousand were recognized (December 31, 2016: EUR 59 thousand). The pay-out of these payables was carried out in July 2017.

(25) Events after the Balance Sheet Date

On July 2, 2017, ADVA Optical Networking announced that it has entered into a definitive agreement to acquire MRV Communications, Inc. Under the terms of the agreement, ADVA Optical Networking will make a tender offer of USD 10.00 per share for all the outstanding common stock of the California-based provider of innovative network solutions for data center operators, service providers and enterprises. The acquisition is subject to customary closing conditions, including the tender of at least a majority of MRV Communications, Inc. outstanding shares of common stock. If successful, the acquisition will become effective in Q3 2017.

Furthermore, there were no events after the balance sheet date that impacted the financial position of the Group on June 30, 2017, or its financial performance for the reporting period then ended. Similarly, there were no events considered material for disclosure.

Declaration of Compliance with the
German Corporate Governance Code
Pursuant to Section
161 of the German Stock Corporation Law (AktG), the
Management Board and the Supervisory Board have issued a declaration of
compliance with the German Corporate Governance Code. This declaration is
published on the Group's website (www.advaoptical.com).
Affirmative Declaration of the Legal Representatives
We, the members of the Management Board of ADVA Optical Networking SE, to the
best of our knowledge affirm that, in accordance with the applicable reporting
principles,
the unaudited interim Group management report and the interim
consolidated financial statements of the ADVA Optical Networking Group represent a
true and fair view of the net assets, financial position and performance of the Group,
together with a description of the principal opportunities and risks associated with
the expected development of the Group.
Meiningen, July
18, 2017
Meiningen, July
18, 2017
Brian Protiva Brian Protiva
Christoph Glingener Ulrich Dopfer Christoph Glingener Ulrich Dopfer
Managemen . inancial hareholde , orporal.
Highlight > Repor' aman' Information Information.

Shareholder Information

Stock Information7

Trade name ISIN DE0005103006/WKN 510300
Symbol ADV
Exchange Prime Standard Segment
Frankfurt Stock Exchange
Sector Technology
Industry Communications Technology
Number of shares outstanding
on June
30, 2017
49,657,949
Price on December
31, 2016
EUR
7.72
Price on June
30, 2017
EUR
9.03
Share price
performance YTD
(until June
30, 2017)
+17.0%
Market capitalization
on June
30, 2017
EUR
448.4
million

Shareholder Structure

Stock Price Development July 1 st 2016 to June 30 st 2017 in EUR

Financial Calendar

Investor Roadshow Warsaw on September
13, 2017
Commerzbank Sector Conference Frankfurt on August 31, 2017
Northland Gateway Conference San Francisco
on September
7,
2017
dbAccess European TMT Conference London on September 7, 2017
Deutsche Bank Technology Conference Las Vegas on September 12, 2017
Berenberg/GoldmanSachs Conference Munich on September 18, 2017
Publication of Nine-Month Report October 26, 2017
Martinsried/Munich, Germany

7 Price information is based on Xetra closing prices

Corporate Information
Corporate Headquarters ADVA Optical Networking on the Web
ADVA Optical Networking SE
Campus Martinsried
More information about ADVA Optical Networking, including solutions, technologies
and products, can be found on the Company's website at www.advaoptical.com.
Fraunhoferstrasse 9a
82152 Martinsried/Munich
PDF files of this quarterly report, as well as previous quarterly and annual reports,
Germany presentations and general investor information, are also located on the Company's
website and can be downloaded in both English and German. Quarterly conference
t +49 89 89 06 65 0 calls are conducted on the day of earnings announcements. Related PDF, audio and
transcript files are available for download in the investor relations section of the
Company's website, www.advaoptical.com.
Registered Head Office
Maerzenquelle 1-3
Investor Communication
98617 Meiningen-Dreissigacker To receive an investor packet, request other information, ask specific questions, or
Germany be placed on the distribution list, please contact:
t +49 3693 450 0 Stephan Rettenberger
SVP Marketing & Investor Relations
Campus Martinsried
Americas Office
ADVA Optical Networking North America, Inc.
Fraunhoferstrasse 9a
82152 Martinsried/Munich
5755 Peachtree Industrial Boulevard Germany
Norcross, Georgia 30092
USA t + 49 89 89 06 65 901
[email protected]
t +1 678 728 8600
Asia-Pacific Office
Auditor
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft, Munich, Germany

ADVA Optical Networking (Shenzhen) Ltd. 18/F, Maoye Times Square Haide 2nd Road Nanshan District Shenzhen 518054 China

t +86 755 8621 7400

Legal Counsels

• Hogan Lovells, Munich, Germany

Tax Advisers

Deloitte, Munich, Germany

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