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Carl Zeiss Meditec AG

Quarterly Report Aug 16, 2013

74_10-q_2013-08-16_2b08a1d5-c817-4b31-9f05-be857bda8140.pdf

Quarterly Report

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9 Month Report 2012/2013 Carl Zeiss Meditec

Q1Q2Q3

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9 Months 2012/2013 at a glance

Highlights

  • p Surgical Ophthalmology once again grew signifi cantly, achieving a double-digit increase in revenue of 16.2 %
  • p Given the slowed momentum in the market, Microsurgery increased by 1.7 %
  • p Ophthalmic Systems closed with a slight revenue growth of 0.2 % thanks to a positive third quarter
  • p EBIT margin improves to 14.3 %
  • p The Company's management confi rms its annual target for the current fi nancial year of € 880 to € 910 million total revenue

Business development

(Unless specifi ed otherwise, fi gures in € '000)

Revenue and net income Key ratios in the statement of fi nancial position and statement of cash fl ows

Content

TO OUR SHAREHOLDERS

Letter to the shareholders 4
INTERIM FINANCIAL STATEMENTS
Consolidated management report for the interim fi nancial statements 6
Business development 6
Directors' dealings 15
Consolidated income statement (IFRS) 16
Consolidated statement of comprehensive income (IFRS) 17
Consolidated statement of fi nancial position (IFRS) 18
Consolidated statement of cash fl ows (IFRS) 20
Consolidated statement of changes in equity (IFRS) 21

NOTES

Notes to the consolidated interim fi nancial statements 22
1. General information 22
2. Purchase and sale of business operations 24
3. Notes to the consolidated income statement 25
4. Events after the end of the interim reporting period 26

FURTHER INFORMATION

Dates and contacts 27

Even with a slight downturn in the market Carl Zeiss Meditec is continuing to grow after the past 9 months, increasing its revenue by almost 3 percent compared to the previous year. Our three business units developed at varying rates, however. We recorded total revenue of € 649 million. As expected, growth was thus slower compared with the extraordinary growth rates of the previous year; nevertheless, profi tability remained at a good level. Our EBIT margin increased slightly, by 0.3 percentage points, to 14.3 percent.

Once again, Surgical Ophthalmology grew the most, increasing its revenue to € 92.7 million. This equates to growth of 16.2 percent and is due, among other things, to the good revenue growth achieved with intraocular lenses for minimally invasive cataract surgery in the premium segment.

Compared with the previous year, revenue growth in Microsurgery was signifi cantly more moderate after nine months. The increase of 1.7 percent refl ects how this SBU is drawing closer to the meanwhile more restrained market development in this segment. Revenue climbed to a total of € 289.5 million.

Following a weak start to the fi nancial year, business in Ophthalmic Systems picked up again in the third quarter. This strategic business unit recorded slight revenue growth of 0.2 percent after 9 months, to € 266.8 million. The situation remains tense, however, due to the competitive situation.

In terms of development in the individual regions, it is clear that our well balanced, sound position worldwide continues to be refl ected in a balanced distribution of revenue across our business regions.

The three sales regions – EMEA, the Americas and Asia/Pacifi c – were more or less level-pegging in terms of revenue growth. It was business as usual in the EMEA region, with the familiar picture from the previous quarters: the strong contribution to revenue and the solid growth in Germany, as well as the extraordinary growth in Russia and the Middle East, continued to offset the declines in Southern Europe. In the Americas region, very encouraging impetus for growth came, once again, from Latin America, while the U.S. market – in spite of a very positive third quarter – remained on a slight downward trend.

In the Asia/Pacifi c region, growth was driven primarily by Japan, China and the countries of Southeast Asia. The region's development continued to be hampered by the depreciation of the Japanese yen, however.

Overall, we are very satisfi ed with the result we are presenting to you after nine months. We expect to continue growth in the fourth quarter and to achieve our revenue target of € 880 to € 910 million. Even if market conditions are not easy, we consider our prospects of future business development to be good.

Going forward, it will be absolutely essential to turn our strategic R&D investments in Ophthalmic Systems into a positive business trend and to generate new growth. Furthermore it will be important to leverage growth potential in Microsurgery facing a restrained market development. This is because this fi eld has a signifi cant infl uence on the Company's operating result, due to its high level of profi tability. Both these factors together, as well as the very positive trend that is expected to continue in Surgical Ophthalmology, shall be crucial for the next fi nancial year. They shall also determine any further progress we make towards

achieving our unfaltering objective of an EBIT margin of 15 % in 2015. Based on the encouraging growth of Surgical Ophthalmology, it is likely that we will be able to achieve our target revenue share of 25 % recurring revenue by 2015 ahead of time.

So, although we certainly face some challenges, we also have defi nite cause for optimism: because Carl Zeiss Meditec has a solid position in the market and the R&D investment tailored to sustainability, a deliberate cost management and the well balanced position of the business worldwide shall continue to be the basis of a sound development well into the future.

Dear Shareholders, I invite you to stay with us on this exciting and promising journey.

Jena, August 2013

Dr. Ludwin Monz President and CEO Carl Zeiss Meditec AG

Consolidated management report for the interim fi nancial statements

BUSINESS DEVELOPMENT

1 Summary

Carl Zeiss Meditec AG, Jena, Germany, is the parent company of the Carl Zeiss Meditec Group ("Carl Zeiss Meditec", the "Group", the "Company"), which comprises additional subsidiaries.

No changes were made with respect to the Group's reporting entity or the structure of its fi nancial statements in the fi rst nine months of 2012/2013.

2 Results of operations

2.1 Presentation of results of operations

Table 1: Summary of key ratios in the consolidated income statement (fi gures in € '000)

9 Months 9 Months Change
2011/2012 2012/2013
Consolidated revenue 630,817 649,042 +2.9 %
Gross margin 53.8 % 53.9 % +0.1 %-pts
EBITDA 102,661 105,690 +3.0 %
EBITDA margin 16.3 % 16.3 % 0.0 %-pts
EBIT 88,590 92,510 +4.4 %
EBIT margin 14.0 % 14.3 % +0.3 %-pts
Earnings before income taxes 82,091 104,591 +27.4 %
Tax rate 30.8 % 32.2 % +1.4 %-pts
Consolidated net income after non-controlling interests 52,798 66,130 +25.3 %
Earnings per share after non-controlling interests € 0.65 € 0.81 +25.3 %

2.2 Consolidated revenue

In the fi rst nine months of fi nancial year 2012/2013 Carl Zeiss Meditec posted consolidated revenue of € 649.0 million, corresponding to an increase of 2.9 % year-on-year (previous year: € 630.8 million). Based on constant exchange rates, revenue growth in the reporting period amounts to 4.6 %.

a) Consolidated revenue by strategic business unit

Microsurgery increased its revenue by 1.7 % (adjusted for currency effects: 4.1 %), from € 284.7 million to € 289.5 million, thus accounting for 44.6 % (previous year: 45.1 %) of total consolidated revenue. Compared to the previous year, growth was signifi cantly more moderate. However, the revenue development refl ects how this SBU is drawing closer to the generally slowed market dynamics in this segment. Microsurgery continues to benefi t from the strong demand for surgical microscopes.

Business in Ophthalmic Systems picked up again in the third quarter, following a weak start to the fi nancial year. Thus, this strategic business unit closed the fi rst nine months of the current fi nancial year with a slight revenue growth of 0.2 %, whereby the competitive situation remains tense (adjusted for currency effects: 1.6 %). The SBU thus recorded revenue of € 266.8 million (previous year: € 266.3 million). The SBU's share of consolidated revenue now amounts to 41.1 % (previous year: 42.2 %).

The Surgical Ophthalmology strategic business unit once again grew signifi cantly, achieving a double-digit increase in revenue of 16.2 % in the fi rst nine months of the current fi nancial year (adjusted for currency effects: 16.2 %), from € 79.8 million to € 92.7 million, thus accounting for 14.3 % (previous year: 12.7 %) of consolidated revenue. This business unit continued to benefi t in particular from the growing demand for intraocular lenses for minimally invasive cataract surgery in the premium segment. In this regard, in particular the innovative intraocular lens AT LISA® tri, which was recently launched on the market, again recorded encouraging growth.

Figure 1: Share of strategic business units in consolidated revenue in the fi rst nine months of fi nancial year 2012/2013

Microsurgery 44.6 %
Ophthalmic Systems 41.1 %
Surgical Ophthalmology 14.3 %

Figure 2: Consolidated revenue by strategic business unit (fi gures in € '000)

9 Months 2012/2013 9 Months 2011/2012
Microsurgery 289,481
284,693
+1.7 %
Ophthalmic Systems 266,826
266,308
+0.2 %
Surgical Ophthalmology 92,735
79,816
+16.2 %
Consolidated revenue 649,042
630,817

Figure 3: Consolidated revenue by strategic business unit based on constant exchange rates (fi gures in € '000)

b) Consolidated revenue by region

Carl Zeiss Meditec continues to have a very well balanced regional presence.

Figure 4: Share of regions in consolidated revenue in the fi rst nine months of fi nancial year 2012/2013

The EMEA business region accounted for 34.5 % (previous year: 34.5 %) of total consolidated revenue. Revenue in this business region increased by 3.0 % in the fi rst nine months (adjusted for currency effects: 3.0 %), to € 224.1 million (previous year: € 217.7 million). The picture here remains mixed. The declines in a number of countries, particularly in Southern Europe were once again overcompensated for by the continued positive development of business and the substantial contribution to revenue from Germany, the persistently strong growth in Russia and the good growth overall in the Middle East.

With revenue of € 221.1 million (previous year: € 215.0 million), the Americas business region contributed a further third (34.1 %; previous year: 34.1 %) of consolidated revenue. While Carl Zeiss Meditec continued to achieve very good growth rates overall in South America, the USA remained on a slightly downward trend, in spite of a positive third quarter. Overall, however, the Americas region recorded revenue growth of 2.8 % (adjusted for currency effects: 2.4 %) compared with the previous year.

Once again, the Asia/Pacifi c region showed the greatest potential for growth. Business in this region grew by 9.1 %, based on constant exchange rates. Due to the high volatility of the Japanese yen, currency effects were increasingly more noticeable, with the result that revenue growth in the reporting currency was 2.9 %. In total, revenue increased from € 198.1 million to € 203.8 million, accounting for 31.4 % (previous year: 31.4 %), or almost a third, of consolidated revenue. The greatest impetus for growth came from China, Japan, the countries of Southeast Asia, and Australia.

EMEA 34.5 %
Americas 34.1 %
Asia/Pacifi c 31.4 %
Figure 5: Consolidated revenue by region (fi gures in € '000)
9 Months 2012/2013 9 Months 2011/2012
EMEA 224,142
217,653
+3.0 %
Americas 221,119
215,034
+2.8 %
Asia/Pacifi c 203,781
198,130
+2.9 %
Consolidated revenue 649,042
630,817

Figure 6: Consolidated revenue by region based on constant exchange rates (fi gures in € '000)

2.3 Gross profi t

Gross profi t increased to € 349.5 million in the fi rst nine months of the current fi nancial year (previous year: € 339.6 million). The gross margin thus amounts to 53.9 % (previous year: 53.8 %).

2.4 Functional costs

Functional costs amount to € 257.0 million in the fi rst nine months of the current fi nancial year (previous year: € 251.0 million).

  • Selling and marketing expenses: Expenses in this area amount to € 155.0 million in the fi rst nine months of fi nancial year 2012/2013 (previous year: € 153.5 million). The ratio as a proportion of consolidated revenue is 23.9 % (previous year: 24.3 %).
  • General and administrative expenses: In the fi rst nine months of the reporting year, administrative expenses amounted to € 30.7 million (previous year: € 30.0 million). The administrative cost ratio thus remained stable, at 4.7 % (previous year: 4.8 %).
  • Research and development costs: In order to maintain and improve its position as one of the world's leading medical technology suppliers, Carl Zeiss Meditec continued to drive forward its research and development activities in the fi rst nine months of the new fi nancial year. In the period under review the Company invested € 71.3 million (previous year: € 67.5 million). The research and development ratio remained high, at 11.0 % (previous year: 10.7 %).

2.5 Development of earnings

Carl Zeiss Meditec continues to have a solid footing thanks to its broad product range and balanced regional presence. In the past nine months the extremely positive development of earnings in Microsurgery and Surgical Ophthalmology compensated the rather weak result in Ophthalmic Systems.

EBITDA in the reporting period amounted to € 105.7 million (previous year: € 102.7 million). The EBITDA margin remained the same as the previous year, at 16.3 % (previous year: 16.3 %). Earnings before interest and taxes (EBIT) increased by 4.4 % from October to the end of June, from € 88.6 million in the comparable period of the previous year, to € 92.5 million. Accordingly, the EBIT margin improved slightly by 0.3 percentage points, from 14.0 % to 14.3 %.

The fi nancial result of € 12.1 million (previous year: € 6.5 million) is mainly attributable to the valuation and realization of existing hedges and is positive, particularly in the third quarter, as a result of the favorable development of exchange rates compared to the hedge rate.

The tax rate declined in the fi rst nine months of fi nancial year 2012/2013, to 32.2 % (fi scal year 2011/2012: 34.2 %).

Consolidated net income attributable to shareholders of the parent company increased in the period under review, to € 66.1 million (previous year: € 52.8 million).

The share of net income attributable to non-controlling interests was up slightly compared with the same period of the previous year, at € 4.8 million (previous year: € 4.0 million).

Basic1 earnings per share in the fi rst nine months of fi nancial year 2012/2013 increased to € 0.81 (previous year: € 0.65).

3 Financial position

3.1 Statement of cash fl ows

The Carl Zeiss Meditec Group's statement of cash fl ows shows the origin and utilization of the cash fl ows during the fi rst nine months of the current fi nancial year. A distinction should be made here between cash fl ows from operating activities and cash fl ows from investing and fi nancing activities. The statement of cash fl ows merely records the changes in individual items in the income statement and the statement of fi nancial position that occurred after the respective date of fi rst-time consolidation. The consolidated statement of fi nancial position, on the other hand, presents the fi gures as they stood at the end of the reporting period, 30 June 2013. As a result, the statements in the analysis of the fi nancial position may differ from the presentation of net assets based on the consolidated statement of fi nancial position.

Figure 7: Summary of key ratios in the consolidated statement of cash fl ows (fi gures in € '000)

Cash fl ow from operating activities led to a total cash infl ow of € 30.6 million in the fi rst nine months of the current fi nancial year (previous year: € 59.3 million). The lower cash infl ow compared with the previous year is primarily attributable to the greater increase in trade receivables at the end of the reporting period, as well as to a greater degree of inventory stockpiling, due, among other things, to the start of the new series production in optical coherence tomography.

Cash fl ow from investing activities amounted to € -30.1 million in the reporting period, compared with € -36.4 million the previous year. The higher amount of cash outfl ow in the previous year's period resulted mainly from the acquisition of the IOL/OVD business of IMEX Clinic S.L., Spain in fi nancial year 2011/2012, and investments in a new management and production building for the production of intraocular lenses in Berlin. In addition, fi xed-term deposits increased by € 10 million in the same period of the previous year. The cash outfl ow in the reporting period is mainly the result of the increase in fi xed-term deposits by 20 million euros.

Cash fl ow from fi nancing activities amounted to € -4.9 million in the fi rst nine months of 2012/2013 (previous year: € -21.6 million). This mainly had a positive effect due to the decrease in receivables from related parties. At the same time there was a cash outfl ow, equivalent to the dividend payment, of € 32.5 million.

3.2 Key ratios relating to fi nancial position

Table 2: Key ratios relating to fi nancial position (fi gures in € '000)

Key ratio Defi nition 30 September
2012
30 June
2013
Change
Cash and
cash equivalents
Cash-in-hand and bank balances 9,526 4,189 -56.0 %
Net cash Cash-in-hand and bank balances
+ Treasury receivables from Group treasury
of Carl Zeiss AG
./. Treasury payables to Group treasury
of Carl Zeiss AG
+ Financial investments2
356,318 324,166 -9.0 %
Net working capital Current assets including fi nancial investments2
./. Cash and cash equivalents
./. Treasury receivables from Group treasury
of Carl Zeiss AG
./. Current liabilities excl. treasury payables
to Group treasury of Carl Zeiss AG
258,766 194,021 -25.0 %
Working capital Current assets
./. Current liabilities
495,084 518,187 +4.7 %

Table 3: Key ratios relating to fi nancial position (fi gures in € '000)

Key ratio Defi nition 9 Months
2011/2012
9 Months
2012/2013
Change
Cash fl ow per share Cash fl ow from operating activities
Weighted average number of shares outstanding
€ 0.75 € 0.38 -49.3 %
Capex ratio Investment (cash) in property, plant and equipment
Consolidated revenue
2.1 % 1.2 % -0.9 %-pts

4 Net assets

4.1 Presentation of net assets

The following chart summarizes the development of key items in the consolidated statement of fi nancial position:

Figure 8: Structure of the consolidated statement of fi nancial position (fi gures in € '000)

Assets 30 June 2013 30 September 2012
Goodwill 121,476 121,627
Noncurrent assets* 123,570 132,417
Cash and
cash equivalents**
328,609 250,915
Current assets*** 363,511 457,916
Consolidated total assets 937,166 962,875

** including treasury receivables

*** excluding cash and cash equivalents and treasury receivables

The total assets of Carl Zeiss Meditec as of 30 June 2013 amounted to € 937.2 million (30 September 2012: € 962.9 million).

On the asset side, other current fi nancial assets decreased due to the expiry of the fi xed-term deposits totaling € 120 million. At the same time, treasury receivables increased, due, among other things, to new fi xed-term deposits of € 140 million. The distribution of the dividend reduced liquidity and thus decreased the item Treasury receivables in the statement of fi nancial position, by € 32.5 million. Inventories increased during the fi rst nine months of fi nancial year 2012/2013, to € 157.3 million (30 September 2012: € 143.0 million), due, among other things, to the stockpiling of inventories as part of a comprehensive model change in the area of optical coherence tomography at the end of the year.

The equity in Carl Zeiss Meditec's consolidated statement of fi nancial position increased after the fi rst nine months of the current fi nancial year, to € 712.4 million (30 September 2012: € 695.8 million). The equity

13

ratio increased to 76.0 % as of 30 June 2013 (30 September 2012: 72.3 %) and thus remained at a very comfortable level. Trade payables were lower at the end of the reporting period (30 June 2013), at € 28.8 million, than on 30 September 2012 (€ 36.9 million).

4.2 Key ratios relating to net assets

Table 4: Key ratios relating to net assets

Key ratio Defi nition 30 September
2012
30 June
2013
Change
Equity ratio Equity 72.3 % 76.0 % +3.7 %-pts
Total assets
Rate of inventory
turnover
Cost of goods sold (annualized) 2.9 2.7 -6.9 %
Average inventories
Days of sales
outstanding (DSO)
Trade receivables including receivables
from related parties
76.8 days 80.2 days +4.4 %
Consolidated revenue (annualized) x 360 days

5 Orders on hand

As of 30 June 2013, the Carl Zeiss Meditec Group's orders on hand increased to € 107.9 million (30 June 2012: € 103.1 million).

6 Events of particular signifi cance

No events of material signifi cance for the Company's net assets, fi nancial position and results of operations occurred during the fi rst nine months of fi nancial year 2012/2013.

7 Employees

As of 30 June 2013, the Group had a workforce of 2,541 worldwide (30 June 2012: 2,448).

8 Research and development (R&D)

The Carl Zeiss Meditec Group once again further expanded its research and development activities in the fi rst nine months of fi nancial year 2012/2013, and invested a total of € 71.3 million (previous year: € 67.5 million) in R&D. The R&D ratio was 11.0 % (previous year: 10.7 %).

As of 30 June 2013, there were 407 research and development employees Group-wide. This corresponds to 16.0 % of the entire workforce of Carl Zeiss Meditec.

Research and development at Carl Zeiss Meditec mainly focuses on:

    • Examining new technological concepts in terms of their clinical relevance and effectiveness, with the concept of "evidence-based medicine" playing an important role, i. e., we consider it extremely important to prove the effi cacy of the developed diagnostic and treatment methods.
  • -The continuous development of the existing product portfolio;
  • the development of new products and product platforms based on the available basic technologies and
  • networking systems and equipment to increase the effi ciency of diagnosis and treatment and to improve treatment results for patients.

In the reporting period Carl Zeiss Meditec therefore launched a whole new range of innovations, including in the area of applications and data management.

As a result, ophthalmologists can now analyse visual fi eld data interactively, on any device, using the FORUM Glaucoma Workplace and the enhanced version of the FORUM Archive & Viewer 3.1, and, by combining structural and functional information, can improve their effi ciency. From now on, customers shall also have mobile access to diagnostic patient data with the new FORUM Viewer App.

In addition, the new product CIRRUSTM photo 800/600 and the new model series CirrusTM HD-OCT 5000/500 were launched in the area of optical coherence tomography in the fi rst nine months of the current fi nancial year.

CIRRUSTM photo 800/600

The new CIRRUSTM photo offers physicians and patients the opportunity to use the functions of two devices in a single application. It unites the rapid, precise OCT analysis with clear, informative images from the fundus camera. For physicians this leads to an improvement in the treatment process, and for patients it means more comfortable treatment.

CirrusTM HD-OCT 5000/500

The new CirrusTM HD-OCT 5000/500 is the successor to the previous model CirrusTM HD-OCT 4000/400. It offers the highest resolutions and best visualization possibilities for complex applications, and also includes the new retina tracking system, Fast-Trac™. Now, if patients move during the scan, this does not affect the precision of the results.

9 Outlook

Including demographic changes and the resulting increase in the number of older people, as well as the improved access to basic medical care in rapidly developing economies (RDEs), the Company's management is continuing to forecast good to excellent conditions, in the medium to long term, for continued increases in demand for products and system solutions from Carl Zeiss Meditec.

Following a weak start to the fi nancial year, business in Ophthalmic Systems picked up signifi cantly in the past few months. However, at the moment it is impossible to make a defi nite forecast as to whether the target for Ophthalmic Systems – to achieve growth on a par with market growth – will be achieved by the end of the current fi nancial year. The competitive situation will probably remain tense in some fi elds of Ophthalmic Systems. Moreover, in line with anticipated restrained market development, lower growth rates are to be expected for Microsurgery. Both may tend to lead to a lower gross margin.

The Company's management nevertheless assumes that the growth trend at Group level will be able to continue, given the good contributions to growth from Surgical Ophthalmology. The Company is therefore sticking fi rmly to its target of increasing revenue for the current fi nancial year to within a range of € 880 million to € 910 million. This would correspond to growth of between two and almost six percent.

Compared with typical growth in the medical technology industry, Carl Zeiss Meditec has benefi ted, over the past few years, from substantially above-average growth rates, which exceeded the growth forecast for the medical technology industry. In the medium term we still anticipate revenue growth at least on a par with the market growth expected for the industry. We are adhering to our targets for 2015 of achieving an EBIT margin of 15 % and increasing the proportion of case-number-dependent roducts and services to 25 %.

The general economic environment and the resulting economic trends are highly important, and could have a material impact on the forecast from the current perspective. On the whole, however, we feel well equipped to face this challenge, due to our broad product range and the balanced distribution of our revenue across our various business regions.

15

DIRECTORS' DEALINGS

1 Directors' Dealings – notifi able securities transactions by members of the executive bodies of Carl Zeiss Meditec AG in the fi rst nine months of fi nancial year 2012/2013

In the fi rst nine months of the current fi nancial year members of the Management Board and one member of the Supervisory Board executed notifi able securities transactions pursuant to Section 15a German Securities Trading Act (Wertpapierhandelsgesetz, WpHG).

On 21 May 2013, Supervisory Board member Dr Markus Guthoff sold 950 shares with a total value of € 23,154.00. On 17 May 2013 Management Board member Dr Christian Müller sold 2,000 shares with a total value of € 49,730.00. On 17 May 2013 Management Board member Dr Ludwin Monz also sold 1,000 shares with a total value of € 24,873.12.

On 22 January 2013 Supervisory Board member Jörg Heinrich sold 174 shares with a total value of € 4,069.86. On 18 January 2013, Supervisory Board member Dr Markus Guthoff sold 950 shares with a total value of € 22,460.16. In addition, Supervisory Board member Dr Michael Kaschke and his wife, Sylvia Kaschke, each sold 2,000 shares with a total value of € 47,140.00 and € 46,920.00, respectively, on 18 January 2013.

On 10 December 2012, the spouse of Supervisory Board Member Dr Wolfgang Reim, Julia Reim, sold 5,000 shares with a total value of € 109,000.87.

The details of all securities transactions executed by members of the Management Board and Supervisory Board are published immediately after their disclosure on the Company's website at www.meditec.zeiss.com/ir | Corporate Governance | Directors' Dealings in accordance with the prevailing legal requirements of Section 15b WpHG. The publication documents and the relevant disclosures are forwarded to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).

Consolidated income statement (IFRS) for the period from 1 October 2012 to 30 June 2013

(Figures in € '000) 3rd quarter 2012/2013
1 April 2013 –
30 June 2013
3rd quarter 2011/2012
1 April 2012 –
30 June 2012
Financial year 2012/2013
1 October 2012 –
30 June 2013
Financial year 2011/2012
1 October 2011 –
30 June 2012
Revenue 206,085 199,019 649,042 630,817
Cost of goods sold (92,137) (89,147) (299,519) (291,204)
Gross profi t 113,948 109,872 349,523 339,613
Selling and marketing expenses (50,210) (49,115) (154,994) (153,533)
General and administrative expenses (10,216) (10,238) (30,723) (29,991)
Research and development expenses (25,142) (23,026) (71,279) (67,469)
Other expense (17) (17) (30)
Earnings before interests, income taxes,
depreciation and amortization
33,012 31,526 105,690 102,661
Depreciation and amortization 4,649 4,033 13,180 14,071
Earnings before interests and
income taxes
28,363 27,493 92,510 88,590
Interest income 348 681 1,636 2,355
Interest expense (1,855) (1,429) (4,684) (4,304)
Foreign currency gains/(losses), net 6,667 (6,743) 12,155 (6,344)
Other fi nancial result 1,355 620 2,974 1,794
Earnings before income taxes 34,878 20,622 104,591 82,091
Income tax expense (10,679) (6,551) (33,680) (25,247)
Net income 24,199 14,071 70,911 56,844
Attributable to:
Shareholders of the parent company
Non-controlling interest
23,883
316
13,507
564
66,130
4,781
52,798
4,046
Profi t/(loss) per share, attributable
to the shareholders of the parent
company in the current fi nancial year (€):
– Basic/diluted
0.29 0.17 0.81 0.65

Consolidated statement of comprehensive income (IFRS) for the period from 1 October 2012 to 30 June 2013

(Figures in € '000) 3rd quarter 2012/2013
1 April 2013 –
30 June 2013
3rd quarter 2011/2012
1 April 2012 –
30 June 2012
Financial year 2012/2013
1 October 2012 –
30 June 2013
Financial year 2011/2012
1 October 2011 –
30 June 2012
Net income 24,199 14,071 70,911 56,844
Other comprehensive income:
Items, that may be reclassifi ed
subsequently to net income/loss:
Foreign currency translation (7,800) 15,415 (21,806) 13,750
Total of items that may be reclassifi ed
subsequently to net income/loss
(7,800) 15,415 (21,806) 13,750
Total of items that will not be reclassifi ed
to net income/loss
Other comprehensive income (7,800) 15,415 (21,806) 13,750
Comprehensive income 16,399 29,486 49,105 70,594
Attributable to:
Shareholders of the parent company
Non-controlling interest
18,420
(2,021)
25,546
3,940
53,683
(4,578)
65,121
5,473

Consolidated statement of fi nancial position (IFRS) for the year ended 30 June 2013

(Figures in € '000) 30 June 2013 30 September 2012
ASSETS
Goodwill 121,476 121,627
Other intangible assets 15,388 20,922
Property, plant and equipment 48,346 48,484
Investments 364 364
Deferred tax assets 42,284 47,198
Non-current trade receivables 4,073 4,393
Other non-current assets 13,115 11,056
Total non-current assets 245,046 254,044
Inventories 157,255 143,013
Trade receivables 125,880 136,662
Accounts receivable from related parties 62,949 42,718
Treasury receivables 324,420 241,389
Tax refund claims 1,302 2,380
Other current fi nancial assets 6,475 124,064
Other current non-fi nancial assets 9,650 9,079
Cash and cash equivalents 4,189 9,526
Total current assets 692,120 708,831

Total assets 937,166 962,875

TO OUR SHAREHOLDERS INTERIM FINANCIAL STATEMENTS NOTES FURTHER INFORMATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IFRS)
(Figures in € '000) 30 June 2013 30 September 2012
LIABILITIES AND EQUITY
Share capital 81,310 81,310
Capital reserve 313,863 313,863
Retained earnings 294,915 261,309
Gains and losses recognized directly in equity (13,938) (1,491)
Equity before non-controlling interest 676,150 654,991
Non-controlling interest 36,228 40,806
Total equity 712,378 695,797
Provisions for pensions and similar commitments 14,681 12,973
Other non-current provisions 10,831 12,583
Non-current fi nancial liabilities 2,232 2,386
Non-current leasing liabilities 12,809 14,366
Other non-current non-fi nancial liabilities 7,283 7,532
Deferred tax liabilities 3,019 3,491
Total non-current liabilities 50,855 53,331
Current provisions 28,597 29,728
Current accrued liabilities 59,708 65,126
Current fi nancial liabilities 1,529 5,938
Current portion of non-current fi nancial liabilities 456 6,432
Current portion of non-current leasing liabilities 1,858 1,787
Trade payables 28,765 36,935
Current income tax liabilities 8,756 10,723
Accounts payable to related parties 11,963 13,613
Treasury payables 4,443 14,597
Other current non-fi nancial liabilities 27,858 28,868
Total current liabilities 173,933 213,747
Total liabilities 937,166 962,875

Consolidated statement of cash fl ows (IFRS) for the period from 1 October 2012 to 30 June 2013

(Figures in € '000) Financial year 2012/2013
1 October 2012 –
30 June 2013
Financial year 2011/2012
1 October 2011 –
30 June 2012
Cash fl ows from operating activities:
Net income 70,911 56,844
Adjustments to reconcile net income to
net cash provided by/(used in) operating activities:
Income tax expenses 33,680 25,247
Interest income/expenses 3,048 1,949
Depreciation and amortization 13,180 14,071
Gains/losses on disposal of fi xed assets (28) 136
Interest received 2,401 1,649
Interest paid (1,291) (1,579)
Income tax reimbursement 2,289 1,108
Income taxes paid (33,820) (30,137)
Changes in working capital:
Trade receivables (17,922) (822)
Inventories (21,317) (12,184)
Other assets (6,394) 235
Trade payables (5,812) (5,797)
Provisions and fi nancial liabilities (7,767) 5,665
Other liabilities (514) 2,942
Total adjustments (40,267) 2,483
Net cash provided by operating activities 30,644 59,327
Cash fl ows from investing activities:
Investment in property, plant and equipment (7,658) (13,305)
Investment in intangible assets (720) (537)
Proceeds from fi xed assets 221 153
Proceeds from fi xed term deposits 120,000
Investments in fi xed term deposits (140,000) (10,000)
Acquisition of IOL/OVD-business IMEX Clinic S.L., Spain (1,907) (12,759)
Net cash used in investing activities (30,064) (36,448)
Cash fl ows from fi nancing activities:
Change of short-term debt 58 198
Change of noncurrent fi nancial liabilities (6,382) (307)
(Increase)/decrease in treasury receivables 45,443 (900)
Increase/(decrease) in treasury payables (10,155) 5,112
Change of leasing liabilities (1,337) (1,297)
Dividend payments to shareholders of Carl Zeiss Meditec AG (32,524) (24,393)
Net cash provided by/(used in) fi nancing activities (4,897) (21,587)
Effect of exchange rate fl uctuation on cash and cash equivalents (1,020) 5,793
Net increase/(decrease) in cash and cash equivalents (5,337) 7,085
Cash and cash equivalents, beginning of reporting period 9,526 194,641
Cash and cash equivalents, end of reporting period 4,189 201,726

Consolidated statement of changes in equity (IFRS)

(Figures in € '000) Gains and losses
recognized
directly in equity
Share
capital
Capital
reserve
Retained
earnings
Reserves from
currency conversion
Equity
before non
controlling
interest
Non
controlling
interest
Total
equity
As of 1 October 2011 81,310 313,863 213,832 (9,967) 599,038 35,031 634,069
Foreign currency translation 8,476 8,476 1,253 9,729
Changes in value recognized
directly in equity
8,476 8,476 1,253 9,729
Net income 71,870 71,870 4,522 76,392
Sum of comprehensive income
for the period
71,870 8,476 80,346 5,775 86,121
Dividend payments (24,393) (24,393) (24,393)
As of 30 September 2012 81,310 313,863 261,309 (1,491) 654,991 40,806 695,797
Foreign currency translation (12,447) (12,447) (9,359) (21,806)
Changes in value recognized
directly in equity
(12,447) (12,447) (9,359) (21,806)
Net income 66,130 66,130 4,781 70,911
Sum of comprehensive income
for the period
66,130 (12,447) 53,683 (4,578) 49,105
Dividend payments (32,524) (32,524) (32,524)
As of 30 June 2013 81,310 313,863 294,915 (13,938) 676,150 36,228 712,378

Notes to the consolidated interim fi nancial statements

1. GENERAL INFORMATION

Accounting under International Financial Reporting Standards (IFRSs)

Carl Zeiss Meditec AG prepared its consolidated fi nancial statements as of 30 September 2012 in accordance with the International Financial Reporting Standards (IFRSs) of the International Accounting Standards Board (IASB), London, as applicable in the EU as of that date. Accordingly, this interim report has been prepared in accordance with IAS 34 "Interim Reporting".

Accounting and valuation principles

The accounting and valuation principles applied for the interim fi nancial statements as of 30 June 2013 correspond to those applied for the consolidated fi nancial statements for fi nancial year 2011/2012, with the exceptions described below. A detailed description of these principles was published in the notes to the consolidated fi nancial statements as of 30 September 2012.

Recent pronouncements on accounting principles

The Group was obliged to apply the following standards and interpretations for the fi rst time at the beginning of this fi nancial year:

Date of issue Standard/Interpretation Amendment/New statutory regulation
16 June 2011 Amendment IAS 1 "Presentation of
Financial Statements"
Presentation of items of other comprehensive income

For all standards and interpretations applied for the fi rst time there were no signifi cant changes to the accounting and valuation methods, nor are such changes expected.

The IASB and IFRS IC also issued the following standards, interpretations and revisions of existing standards; however, application of these is not yet mandatory for Carl Zeiss Meditec. The Company did not opt to apply these standards early:

Date of issue Standard/Interpretation Amendment/New statutory regulation Date of fi rst mandatory
application
Adopted
by the
EU
12 November 2009 IFRS 9 "Financial Instruments" Classifi cation and measurement of fi nancial
assets
Financial years beginning on or after
1 January 2015
no
28 October 2010 Revision IFRS 9 "Financial Instruments" Additional requirements for the accounting
of fi nancial liabilities
Financial years beginning on or after
1 January 2015
no
12 May 2011 IFRS 10 "Consolidated Financial Statements" Accounting regulations for the presentation
of consolidated fi nancial statements and
notes on the principle of control
Financial years beginning on or after
1 January 2014
yes
12 May 2011 IFRS 11 "Joint Arrangements" Additional requirements for joint
arrangements and their accounting treatment
Financial years beginning on or after
1 January 2014
yes
Date of issue Standard/Interpretation Amendment/New statutory regulation Date of fi rst mandatory
application
Adopted
by the
EU
12 May 2011 IFRS 12 "Disclosure of Interests in Other
Entities"
Enhanced disclosure requirements for
subsidiaries, joint ventures and associates,
as well as unconsolidated structured entities
Financial years beginning on or after
1 January 2014
yes
12 May 2011 IFRS 13 "Fair Value Measurement" Guidance on measurement and disclosures
on the measurement of fair value
Financial years beginning on or after
1 January 2013
yes
12 May 2011 IAS 27 "Separate Financial Statements" Guidance on the accounting treatment of
investments in subsidiaries, associates and
joint ventures in separate fi nancial statements
Financial years beginning on or after
1 January 2014
yes
12 May 2011 IAS 28 "Investments in Associates and Joint
Ventures"
Guidelines for the accounting treatment of
associates and principles for applying the
equity method
Financial years beginning on or after
1 January 2014
yes
16 June 2011 Amendment IAS 19 "Employee Benefi ts" Accounting treatment of defi ned benefi t
pension plans, defi nition of the individual
types of employee benefi ts and enhanced
disclosure requirements
Financial years beginning on or after
1 January 2013
yes
19 October 2011 IFRIC Interpretation 20: Stripping Costs in
the Production Phase of a Surface Mine
Accounting treatment of overburden removal
costs during the production phase in surface
mining
Financial years beginning on or after
1 January 2013
yes
16 December 2011 Amendments IFRS 32 "Financial Instruments:
Presentation"
Enhancement of the provisions for offsetting
fi nancial assets and liabilities
Financial years beginning on or after
1 January 2014
yes
16 December 2011 Amendments IFRS 7 "Financial Instruments:
Disclosures"
Additional disclosures relating to the
offsetting of fi nancial assets and liabilities
Financial years beginning on or after
1 January 2013
yes
13 March 2012 Amendment to IFRS 1 "First-time Adoption
of International Financial Reporting
Standards"
Specifi cation of the accounting treatment
of government loans with a below-market
rate of interest
Financial years beginning on or after
1 January 2013
yes
17 May 2012 Improvements to IFRSs (2009–2011) Amendments to Standards IFRS 1, IAS 1, 16,
32 and 34
Financial years beginning on or after
1 January 2013
yes
28 June 2012 Transition Guidance (Amendments to
IFRS 10, IFRS 11 and IFRS 12)
Enhancement of transition regulations to
IFRS 10, 11 and 12
Financial years beginning on or after
1 January 2013
yes
31 October 2012 Amendment to IFRS 10, IFRS 12 and IAS 27
"Investment Entities"
Special regulations for fi nancial statements
of investment entities
Financial years beginning on or after
1 January 2014
no
20 May 2013 IFRIC Interpretation 21: Levies Accounting treatment of levies imposed by
governments
Financial years beginning on or after
1 January 2014
no
29 May 2013 Amendment to IAS 36 "Impairment
of Assets"
Amendment of recoverable amount
disclosures for non-fi nancial assets following
the adoption of IFRS 13
Financial years beginning on or after
1 January 2014
no
27 June 2013 Amendment to IAS 39 "Financial
instruments: Recognition and Measurement"
Novation of derivatives and continuation of
hedge accounting
Financial years beginning on or after
1 January 2014
no

Carl Zeiss Meditec is not expected to apply any of the standards listed above until the date of fi rst mandatory application. According to the current state of knowledge, the future application of these standards is only expected to have material effects on the accounting and valuation with respect to IFRS 9, 13 and IAS 19. The specifi c effects of the fi rst-time application of IFRS 9 are currently still under review. The other standards listed shall, in some cases, also lead to more extensive notes to the fi nancial statements.

IFRS 13 "Fair Value Measurement" defi nes a single IFRS framework for measuring fair value. It also establishes extensive disclosure requirements for fair value measurement. IFRS 13 is applicable for the fi rst time for fi nancial years beginning on or after 1 January 2013. The effects of the amendments are not quantifi able at the present time.

The amendment to IAS 19 "Employee Benefi ts" provides for the elimination of options to recognize actuarial gains and losses. Carl Zeiss Meditec AG has used the corridor method up until now. Under this method actuarial gains or losses are only recognized through profi t or loss on a pro rata basis, if the accumulated actuarial gains or losses exceed 10 % of the higher of the present value of the defi ned benefi t obligation and the fair value of the plan assets. In future only the immediate recognition in equity under "Other result" in the statement of comprehensive income shall be permissible for this. New regulations shall also apply for the manner of recognition, among other things, of expected returns on plan assets, and the defi nition of the individual types of employee benefi ts. The disclosure requirements in the notes to the fi nancial statements shall also be enhanced. The amendments are applicable for the fi rst time for fi nancial years beginning on or after 1 January 2013. A fi rst-time application on 30 September 2012 would have resulted in a reduction in equity of € 25,825 thousand, corresponding to the total of unrecognized actuarial losses existing as of 30 September 2012. The accounting treatment of partial retirement agreements shall also be amended. No further material effects arising from the fi rst-time application of the amended IAS 19 are anticipated.

2. PURCHASE AND SALE OF BUSINESS OPERATIONS

Financial year 2012/2013

Carl Zeiss EyeTec GmbH, Aalen, Germany

With effect from 1 December 2012 Carl Zeiss Meditec AG assumed from Carl Zeiss EyeTec GmbH (CZ EyeTec GmbH), Aalen, Germany, the necessary assets for the continuation of this company's existing business operations. CZ EyeTec GmbH helps Carl Zeiss Meditec to select qualifi ed suppliers and develops and optimizes optometric diagnostic equipment in collaboration with Carl Zeiss Meditec. The relevant assets (approx. € 0.1 million) and the employees and the related personnel commitments (approx. € 0.5 million) were transferred to Carl Zeiss Meditec AG's strategic business unit "Ophthalmic Systems". The purchase price amounts to around € -0.4 million. The resulting receivable from CZ EyeTec GmbH was settled, pursuant to the purchase agreement, in the second quarter of fi nancial year 2012/2013.

This is a transaction under common control, as all companies involved are directly or indirectly majorityowned by Carl Zeiss AG. In line with the accounting method applied by Carl Zeiss Meditec, the transaction is carried at the prior carrying amounts. Accordingly, no hidden reserves or charges are disclosed. Consequently, the transaction does not give rise to any goodwill. Due to the small scope of the transaction in relation to the assets and liabilities of Carl Zeiss Meditec AG this purchase is considered insignifi cant.

Financial year 2011/2012

IMEX Clinic S.L., Paterna, Spain

On 21 September 2011, Carl Zeiss Meditec Iberia, S.A., concluded a purchase agreement with medical distribution and service company IMEX Clinic S.L., Paterna, Spain (IMEX), and Dismedica S.A., Las Arenas/ Bilbao, Spain, which regulated the purchase of assets and the transfer of employees in connection with the distribution and support of intraocular lenses (IOLs) and viscoelastics (OVDs).

The purchase price amounted to € 16.4 million and consisted, in addition to a fi xed sum of € 9.0 million, of a discounted contingent earn-out component of € 3.6 million and a price for the assumed inventories of € 3.8 million. Pursuant to the agreement, the fi xed price components were paid in two separate tranches of € 4.5 million, one at the beginning of October 2011, and the other at the date of acquisition. The agreed price for the inventories was paid in November 2011. The earn-out component is payable in three tranches over 30 months starting from the acquisition date, and shall depend on the success of the assumed business. The calculation of the earn-out is based on the achievement of defi ned revenue targets for the subsequent 30 months. This is based on the assumption that the gross margin is mainly stable during this period and there is no major fl uctuation in the absorbed workforce. In the case of signifi cant deviations

from the expected gross margin and major fl uctuations in employee numbers, the revenue-based earn-out shall be discounted. A calculation shall be performed based on the actual earnings contributions at the end of a period in each case, after one year, after two years and after thirty months following the acquisition date. The discounted expected earn-out of € 3.6 million results from an achievement of the target earnings contribution of 80 % or 87 %. The contractual margin of fl uctuation of the earn-out has a lower limit of € 0 and, in the case of over-achievement of the specifi ed targets, is not limited to € 3.6 million, but is theoretically infi nite.

The fair value of the goodwill resulting from the acquisition is unchanged compared with 30 September 2012, at € 7.8 million. There was also no evidence of impairment for the assumed intangible assets and inventories in fi nancial year 2012/2013 to 30 June 2013.

In December 2012 the fi rst tranche of the earn-out component was paid to the seller in the amount of € 1.9 million. This basically corresponds, as anticipated, to a target achievement of around 82 %. There remains a contingent, discounted purchase price payment, pursuant to IFRS 3 B54 (g) (i), of € 2.0 million, which is based on the same expectation for the future earnings contribution as compared with 30 September 2012. This amount of € 2.0 million includes, since the acquisition date, expenses from the interest cost of the obligation of € 0.3 million, which were recognized in fi nancial year 2011/2012 (€ 0.2 million) and in fi nancial year 2012/2013 to 30 June 2013 (€ 0.1 million) under "Interest expenses".

3. NOTES TO THE CONSOLIDATED INCOME STATEMENT

Operating segments

The Group has three operating segments, which also represent the Group's Strategic Business Units ("SBUs"). The Ophthalmic Systems and Surgical Ophthalmology SBUs comprise the activities of Carl Zeiss Meditec in the ophthalmic market. Ophthalmic Systems include medical laser and diagnostic systems. The Surgical Ophthalmology SBU unites the Company's activities in the fi eld of intraocular lenses and consumables. The activities in the fi eld of neuro, ear, nose and throat surgery are presented in the Microsurgery segment (the former Neuro/ENT surgery SBU). Surgical visualization solutions in the area of ophthalmic surgery and activities in the fi eld of intraoperative radiation are also allocated to this SBU. Internal management reports are evaluated by the CEO at least every quarter for each of the Strategic Business Units.

(in € '000) Ophthalmic Systems Surgical Ophthalmology Microsurgery Total
9 Months
2012/2013
9 Months
2011/2012
9 Months
2012/2013
9 Months
2011/2012
9 Months
2012/2013
9 Months
2011/2012
9 Months
2012/2013
9 Months
2011/2012
External revenue 266,826 266,308 92,735 79,816 289,481 284,693 649,042 630,817
EBIT 4,194 21,184 13,009 6,324 75,307 61,082 92,510 88,590
Reconciliation of the segments' comprehensive income to the Group's period-end result.
Comprehensive income of the segments 92,510 88,590
Consolidated earnings before interest and taxes (EBIT)
92,510
88,590
Financial result 12,081 (6,499)
Consolidated earnings before income taxes 82,091
Income tax expense
(33,680)
(25,247)
Consolidated net income
70,911
56,844

The operating segments for the reporting period are as follows:

Basicly there were no intersegment sales between the SBUs.

The segment assets show no signifi cant changes compared with the disclosures in the notes to the last consolidated annual fi nancial statements. Nor is this the subject of internal management reports.

Related party disclosures

In the reporting period 2012/2013, transactions with related parties result in revenue of € 173,392 thousand (previous year: € 160,000 thousand). The term "related parties" refers here to Carl Zeiss AG and its associated companies.

4. EVENTS AFTER THE END OF THE INTERIM REPORTING PERIOD

There were no events of particular signifi cance after the end of the reporting period 30 June 2013.

Important fi nancial dates and contacts

1 FINANCIAL CALENDAR

Date Financial year 2012/2013
5 December 2013 Annual Financial Statements 2012/2013
5 December 2013 Analyst's Conference, Frankfurt am Main

2 CONTACTS

Carl Zeiss Meditec AG

Investor Relations Henriette Meyer

Phone: +49 36 41 22 01 06 Fax: +49 36 41 22 01 17 [email protected]

Concept and editing by: Henriette Meyer, Lisa Boose

Visual concept and design by: Publicis Erlangen, Zweigniederlassung der PWW GmbH, Erlangen, Germany www.publicis.de

Translation service by: Herold Fachübersetzungen, Bad Vilbel, Germany www.heroldservice.de

This report has been published on 14 August 2013.

The 9 Month Report 2012/2013 of Carl Zeiss Meditec AG has been published in German and English.

Both versions and the key fi gures contained in this report can be downloaded from the following address:

www.meditec.zeiss.com/ir

Germany www.meditec.zeiss.com/ir

Carl Zeiss Meditec AG Phone: +49 36 41 22 01 15 Goeschwitzer Strasse 51–52 Fax: +49 36 41 22 01 17 07745 Jena [email protected]

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