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Siemens AG — Interim / Quarterly Report 2017
May 9, 2017
390_10-q_2017-05-09_9709bb6b-d2a4-4b19-997f-f5d9e5a341ad.pdf
Interim / Quarterly Report
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Half-year Financial Report
First Half of Fiscal 2017
siemens.com
Table of contents
| 3 | A | Interim Group Management Report |
|---|---|---|
| 3 | A.1 | Results of operations |
| 5 | A.2 | Net assets position |
| 6 | A.3 | Financial position |
| 7 | A.4 | Outlook |
| 7 | A.5 | Risks and opportunities |
| 8 | B | Half-year Consolidated Financial Statements |
| 8 | B.1 | Consolidated Statements of Income |
| 8 | B.2 | Consolidated Statements of Comprehensive Income |
| 9 | B.3 | Consolidated Statements of Financial Position |
| 10 | B.4 | Consolidated Statements of Cash Flows |
| 11 | B.5 | Consolidated Statements of Changes in Equity |
| 12 | B.6 | Notes to Half-year Consolidated Financial Statements |
| 17 | C | Additional information |
| 17 | C.1 | Responsibility statement |
| 17 | C.2 | Review report |
| 18 | C.3 | Notes and forward-looking statements |
Introduction
Siemens AG's Half-year Financial Report complies with the applicable legal requirements of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) and comprises condensed Half-year Consolidated Financial Statements, an Interim Group Management Report and a Responsibility statement in accordance with section 37w WpHG.
The Half-year Consolidated Financial Statements are in accordance with IFRS applicable to interim financial reporting as issued by the IASB and as adopted by the EU.
This Half-year Financial Report should be read in conjunction with our Annual Report for fiscal 2016, which includes a detailed analysis of our operations and activities as well as explanations of financial measures used.
A. Interim Group Management Report
A.1 Results of operations
A.1.1 Orders and revenue by regions
Orders (location of customer)
| First half | % Change | ||||
|---|---|---|---|---|---|
| (in millions of €) | FY 2017 | FY 2016 | Actual | Comp. | |
| Europe, C.I.S., Africa, Middle East |
22,696 | 26,790 | (15)% | (14)% | |
| therein: Germany | 7,189 | 5,439 | 32% | 32% | |
| Americas | 10,894 | 10,931 | 0% | (3)% | |
| therein: U.S. | 7,775 | 8,320 | (7)% | (9)% | |
| Asia, Australia | 8,592 | 7,374 | 17% | 16% | |
| therein: China | 3,471 | 3,272 | 6% | 10% | |
| Siemens | 42,182 | 45,095 | (6)% | (7)% | |
| therein: emerging markets |
13,298 | 17,066 | (22)% | (22)% | |
Siemens worldwide
- Order decrease was influenced strongly by a lower volume from large orders
- Currency translation and portfolio effects had a minimal effect on overall order development year-over-year
- Book-to-bill ratio of 1.07
- Industrial Business order backlog with new high at €117 billion
Europe, C.I.S., Africa, Middle East
- Decrease due to sharply lower volume from large orders in Power and Gas; first half FY 2016 included orders totaling €4.7 billion for power plants, including service, in Egypt
- In Germany, sharply higher volume from large orders in Wind Power and Renewables included a €1.4 billion contract win for an offshore wind-farm, including service
Americas
U.S. decline in orders due to Power and Gas and Wind Power and Renewables, which more than offset increases particularly in Mobility and Building Technologies
Asia, Australia
- Order increases in most industrial businesses were led by Energy Management and Wind Power and Renewables
- In China, increases, mainly in Digital Factory and Wind Power and Renewables, were only partly offset by declines primarily in Mobility
| First half | % Change | |||
|---|---|---|---|---|
| (in millions of €) | FY 2017 | FY 2016 | Actual | Comp. |
| Europe, C.I.S., Africa, Middle East |
20,567 | 19,763 | 4% | 6% |
| therein: Germany | 5,145 | 5,198 | (1)% | (1)% |
| Americas | 11,247 | 10,869 | 3% | 1% |
| therein: U.S. | 8,166 | 8,090 | 1% | (1)% |
| Asia, Australia | 7,523 | 7,255 | 4% | 3% |
| therein: China | 3,253 | 3,103 | 5% | 8% |
| Siemens | 39,338 | 37,887 | 4% | 4% |
| therein: emerging markets |
13,362 | 12,602 | 6% | 7% |
Revenue (location of customer)
Siemens worldwide
- Higher revenue in most industrial businesses, with strongest contributions from Digital Factory, most notably in the shortcycle business, and Power and Gas
- Currency translation and portfolio effects had a minimal effect on overall revenue development year-over-year
Europe, C.I.S., Africa, Middle East
Increases in most industrial businesses, driven by Power and Gas, Wind Power and Renewables and Digital Factory
Americas
Increases in the majority of industrial businesses, led by Power and Gas
Asia, Australia
Energy Management and Digital Factory drove revenue growth for the region and China, partly offset by declines in Power and Gas and in Mobility (particularly in China)
A.1.2 Income
| First half | |||
|---|---|---|---|
| (in millions of €, | |||
| earnings per share in €) | FY 2017 | FY 2016 | % Change |
| Power and Gas | 918 | 884 | 4% |
| Profit margin | 11.5% | 11.6% | |
| Wind Power and Renewables | 266 | 188 | 42% |
| Profit margin | 9.2% | 7.1% | |
| Energy Management | 414 | 355 | 17% |
| Profit margin | 7.1% | 6.5% | |
| Building Technologies | 405 | 242 | 68% |
| Profit margin | 12.8% | 8.3% | |
| Mobility | 376 | 346 | 9% |
| Profit margin | 9.8% | 8.7% | |
| Digital Factory | 1,150 | 780 | 47% |
| Profit margin | 21.8% | 16.0% | |
| Process Industries and Drives | 268 | 215 | 25% |
| Profit margin | 6.2% | 4.9% | |
| Healthineers | 1,208 | 1,095 | 10% |
| Profit margin | 18.0% | 16.6% | |
| Industrial Business | 5,006 | 4,105 | 22% |
| Profit margin | 12.5% | 10.7% | |
| Financial Services (SFS) | 347 | 394 | (12)% |
| Reconciliation to Consolidated Financial Statements |
(516) | (720) | 28% |
| Income from continuing operations | |||
| before income taxes | 4,836 | 3,779 | 28% |
| Income tax expenses | (1,452) | (902) | (61)% |
| Income from continuing operations | 3,385 | 2,878 | 18% |
| Income from discontinued operations, net of income taxes |
37 | 159 | (77)% |
| Net income | 3,422 | 3,037 | 13% |
| Basic earnings per share | 4.14 | 3.67 | 13% |
| ROCE | 15.9% | 15.7% |
Industrial Business
- Higher revenue, strong performances in high-margin businesses, improved project execution and higher productivity lifted profits across all industrial businesses, which were in or above their respective target profit margin ranges with the exception of Process Industries and Drives
- Severance charges for Industrial Business were €103 million (first half FY 2016: €139 million)
- Higher research and development expenses, as planned, primarily in Healthineers and Digital Factory
- Positive effect related to amendments of pension plans totaling €138 million, of which €94 million is taken in Building Technologies
- Gain of €172 million (recognized in Other operating income) at Digital Factory related to the eCar business, which was contributed to a newly formed joint venture, Valeo Siemens eAutomotive
- First half FY 2016 included positive effects totaling €130 million at Power and Gas resulting from revised estimates related to contracts in Iran; global energy trends continue to depress overall demand in markets for that Division's offerings, resulting in declining new-unit business and corresponding price pressure
Income from continuing operations before income taxes
- Financial Services: strong earnings contribution from the equity business in both periods; first half FY 2016 benefited from a positive effect of €92 million resulting from an at-equity investment
- Severance charges for continuing operations were €134 million (first half FY 2016: €167 million)
- Positive effects totaling €355 million resulting from higher interest rates used in the measurement of a major asset retirement obligation led to a swing in Other financial income (expense), net
- €230 million impairment of Siemens' stake in Primetals Technologies Ltd. as main factor for negative swing of Income (loss) from investments accounted for using the equity method, net
Income from continuing operations
Tax rate 30%; low tax rate of 24% in the first half FY 2016, primarily due to release of a deferred tax liability
Income from discontinued operations, net of income taxes
First half FY 2016 included €78 million related to former Siemens IT Solutions and Services activities and a gain of €60 million from the sale of remaining financial assets in the hearing aid business
Net income, Basic earnings per share, ROCE
ROCE up slightly and in the target range due to strong Net income (annualized in the numerator for calculation purposes), even with clear increase in average capital employed resulting mainly from acquisition of Mentor Graphics Corporation (Mentor Graphics) at the end of first half FY 2017
A.2 Net assets position
| Mar 31, 2017 |
Sep 30, 2016 |
% Change |
|---|---|---|
| 57,615 | 55,329 | 4% |
| 11,155 | 11,897 | (6)% |
| 73,751 | 70,388 | 5% |
| 131,366 | 125,717 | 4% |
| 41,672 | 42,916 | (3)% |
| 51,151 | 47,986 | 7% |
| 38,543 | 34,816 | 11% |
| 131,366 | 125,717 | 4% |
Increase in total assets influenced by positive currency translation effects totaling €2.4 billion, primarily involving the US dollar
Current assets
- Higher trade and other receivables due primarily to the acquisition of Mentor Graphics
- Increase in other current financial assets related mainly to loans receivables at SFS, which included reclassifications from noncurrent to current
- Higher inventories in all industrial businesses, with the build-up most evident in the Power and Gas Division
Non-current assets
- Higher goodwill and other intangible assets due mainly to the acquisition of Mentor Graphics
- Deferred tax assets decreased due mainly to remeasurements of defined benefit plans
Current liabilities
Redemption of bonds were partly offset by the issuance of commercial paper and the reclassification of US\$ 0.5 billion bonds from non-current to current debt; furthermore as part of the acquisition of Mentor Graphics Siemens assumed €0.4 billion convertible bonds
Non-current liabilities
- Long-term debt increased due primarily to the issuance of US\$ 7.5 billion bonds partly offset by the above-mentioned reclassification
- Provisions for pensions and similar obligations as of March 31, 2017: €10.5 billion (September 30, 2016: €13.7 billion); decline due mainly to a higher discount rate assumption; weightedaverage discount rate as of March 31, 2017: 2.3% (September 30, 2016: 1.7%)
- Provisions decreased due mainly to a reduced major asset retirement obligation
Equity
Increase related mainly to net income and a positive other comprehensive income, net of income taxes, due to positive results from remeasurements of defined benefit plans, partly offset by dividend payments
A.3 Financial position
Cash flows
| Continuing operations |
Discontinued operations |
Continuing and discontinued |
|
|---|---|---|---|
| (in millions of €) | operations | ||
| Cash flows from: | |||
| Operating activities | 2,375 | (27) | 2,348 |
| Investing activities | (4,288) | (3) | (4,290) |
| therein: Additions to intangible assets and property, plant and equipment |
(896) | − | (896) |
| Free cash flow | 1,479 | (27) | 1,452 |
| Financing activities | 1,119 | − | 1,119 |
First half FY 2017 Cash flows from operating activities
- Conversion of profit into a significant amount of cash inflows from operating activities was particularly evident in Healthineers and Digital Factory
- A build-up of inventories in connection with our project businesses was the main factor for the cash outflows of €0.8 billion related to the change in operating net working capital
Cash flows from investing activities
- Cash outflows of €3.5 billion for acquisitions of businesses, net of cash acquired, related to the acquisition of Mentor Graphics
- Inflows from disposals and outflows for purchases of current available-for-sale financial assets were offsetting, at a positive €0.4 billion and negative €0.4 billion, respectively; both in- and outflows included changes in assets eligible as central bank collateral
Cash flows from financing activities
- Cash inflows of €7.0 billion from issuance of US\$7.5 billion bonds with different maturities up to 30 years
- Cash outflows of €3.6 billion for redemption of bonds
- Cash outflows of €2.9 billion for dividends paid to shareholders of Siemens AG
- Cash inflows of €1.3 billion from the change in short-term debt and other financing activities included mainly the issuance of US dollar commercial paper
A.4 Outlook
We confirm our expectations for fiscal 2017 presented with our results for Q1 FY 2017. We continue to expect modest growth in revenue, net of effects from currency translation and portfolio transactions, and anticipate that orders will exceed revenue for a book-tobill ratio above 1. We expect the profit margin of our Industrial Business in the range of 11.0% to 12.0%, and basic EPS from net income in the range of €7.20 to €7.70.
This outlook now includes portfolio changes already closed by the middle of fiscal 2017, particularly the acquisition of Mentor Graphics and the Gamesa merger, which are expected to burden Industrial Business profit margin and basic EPS from net income in fiscal 2017. The outlook continues to exclude charges related to legal and regulatory matters as well as potential burdens associated with pending portfolio matters.
A.5 Risks and opportunities
In our Annual Report for fiscal 2016 we described certain risks, which could have a material adverse effect on our business, financial condition (including effects on assets, liabilities and cash flows), results of operations and reputation, our most significant opportunities as well as the design of our risk management system.
During the reporting period, we identified no further significant risks and opportunities besides those presented in our Annual Report for fiscal 2016 and in this Half-year Financial Report. Additional risks and opportunities not known to us or that we currently consider immaterial could also affect our business operations. At present, no risks have been identified that either individually or in combination with other risks could endanger our ability to continue as a going concern. We refer also to C.3 Notes and forward-looking statements.
B. Half-year Consolidated Financial Statements
B.1 Consolidated Statements of Income
| First half | ||
|---|---|---|
| (in millions of €, per share amounts in €) | FY 2017 | FY 2016 |
| Revenue | 39,338 | 37,887 |
| Cost of sales | (26,812) | (26,282) |
| Gross profit | 12,525 | 11,605 |
| Research and development expenses | (2,341) | (2,211) |
| Selling and general administrative expenses | (5,772) | (5,729) |
| Other operating income | 395 | 96 |
| Other operating expenses | (262) | (206) |
| Income (loss) from investments accounted for using the equity method, net | (81) | 152 |
| Interest income | 731 | 656 |
| Interest expenses | (486) | (496) |
| Other financial income (expenses), net | 127 | (89) |
| Income from continuing operations before income taxes | 4,836 | 3,779 |
| Income tax expenses | (1,452) | (902) |
| Income from continuing operations | 3,385 | 2,878 |
| Income from discontinued operations, net of income taxes | 37 | 159 |
| Net income | 3,422 | 3,037 |
| Attributable to: | ||
| Non-controlling interests | 68 | 68 |
| Shareholders of Siemens AG | 3,354 | 2,969 |
| Basic earnings per share | ||
| Income from continuing operations | 4.10 | 3.48 |
| Income from discontinued operations | 0.05 | 0.20 |
| Net income | 4.14 | 3.67 |
| Diluted earnings per share | ||
| Income from continuing operations | 4.02 | 3.43 |
| Income from discontinued operations | 0.04 | 0.19 |
| Net income | 4.06 | 3.63 |
B.2 Consolidated Statements of Comprehensive Income
| First half | ||
|---|---|---|
| (in millions of €) | FY 2017 | FY 2016 |
| Net income | 3,422 | 3,037 |
| Remeasurements of defined benefit plans | 2,261 | (1,321) |
| therein: Income tax effects | (861) | 497 |
| Income (loss) from investments accounted for using the equity method, net | (2) | 5 |
| Items that will not be reclassified to profit or loss | 2,259 | (1,316) |
| Currency translation differences | 444 | (570) |
| Available-for-sale financial assets | 358 | 15 |
| therein: Income tax effects | (5) | 10 |
| Derivative financial instruments | 37 | 177 |
| therein: Income tax effects | (20) | (64) |
| Income (loss) from investments accounted for using the equity method, net | 48 | (122) |
| Items that may be reclassified subsequently to profit or loss | 888 | (500) |
| Other comprehensive income, net of income taxes | 3,147 | (1,815) |
| Total comprehensive income | 6,568 | 1,221 |
| Attributable to: | ||
| Non-controlling interests | 90 | 62 |
| Shareholders of Siemens AG | 6,479 | 1,159 |
B.3 Consolidated Statements of Financial Position
| Mar 31, | Sep 30, | |
|---|---|---|
| (in millions of €) | 2017 | 2016 |
| Assets | ||
| Cash and cash equivalents | 9,881 | 10,604 |
| Available-for-sale financial assets | 1,274 | 1,293 |
| Trade and other receivables | 16,871 | 16,287 |
| Other current financial assets | 7,318 | 6,800 |
| Inventories | 19,752 | 18,160 |
| Current income tax assets | 886 | 790 |
| Other current assets | 1,474 | 1,204 |
| Assets classified as held for disposal | 158 | 190 |
| Total current assets | 57,615 | 55,329 |
| Goodwill | 27,131 | 24,159 |
| Other intangible assets | 9,036 | 7,742 |
| Property, plant and equipment | 10,431 | 10,157 |
| Investments accounted for using the equity method | 2,873 | 3,012 |
| Other financial assets | 20,712 | 20,610 |
| Deferred tax assets | 2,145 | 3,431 |
| Other assets | 1,424 | 1,279 |
| Total non-current assets | 73,751 | 70,388 |
| Total assets | 131,366 | 125,717 |
| Liabilities and equity | ||
| Short-term debt and current maturities of long-term debt 3 |
5,184 | 6,206 |
| Trade payables | 7,968 | 8,048 |
| Other current financial liabilities | 1,919 | 1,933 |
| Current provisions | 3,989 | 4,166 |
| Current income tax liabilities | 2,034 | 2,085 |
| Other current liabilities | 20,493 | 20,437 |
| Liabilities associated with assets classified as held for disposal | 86 | 40 |
| Total current liabilities | 41,672 | 42,916 |
| Long-term debt 3 |
31,977 | 24,761 |
| Provisions for pensions and similar obligations | 10,473 | 13,695 |
| Deferred tax liabilities | 1,175 | 829 |
| Provisions | 4,025 | 5,087 |
| Other financial liabilities | 971 | 1,142 |
| Other liabilities | 2,529 | 2,471 |
| Total non-current liabilities | 51,151 | 47,986 |
| Total liabilities | 92,823 | 90,901 |
| Equity 4 |
||
| Issued capital | 2,550 | 2,550 |
| Capital reserve | 5,985 | 5,890 |
| Retained earnings | 30,070 | 27,454 |
| Other components of equity | 2,788 | 1,921 |
| Treasury shares, at cost | (3,473) | (3,605) |
| Total equity attributable to shareholders of Siemens AG | 37,920 | 34,211 |
| Non-controlling interests | 623 | 605 |
| Total equity | 38,543 | 34,816 |
| Total liabilities and equity | 131,366 | 125,717 |
B.4 Consolidated Statements of Cash Flows
| First half | ||
|---|---|---|
| (in millions of €) | FY 2017 | FY 2016 |
| Cash flows from operating activities | ||
| Net income | 3,422 | 3,037 |
| Adjustments to reconcile net income to cash flows from operating activities - continuing operations | ||
| Income from discontinued operations, net of income taxes | (37) | (159) |
| Amortization, depreciation and impairments | 1,330 | 1,340 |
| Income tax expenses | 1,452 | 902 |
| Interest (income) expenses, net | (245) | (160) |
| (Income) loss related to investing activities | (191) | (220) |
| Other non-cash (income) expenses | 174 | 253 |
| Change in operating net working capital | ||
| Inventories | (1,277) | (1,483) |
| Trade and other receivables | 261 | (433) |
| Trade payables | (205) | (582) |
| Billings in excess of costs and estimated earnings on uncompleted contracts and related advances | 403 | 790 |
| Additions to assets leased to others in operating leases | (232) | (219) |
| Change in other assets and liabilities | (2,281) | (1,991) |
| Income taxes paid | (1,063) | (864) |
| Dividends received | 184 | 139 |
| Interest received | 681 | 580 |
| Cash flows from operating activities - continuing operations | 2,375 | 929 |
| Cash flows from operating activities - discontinued operations | (27) | (31) |
| Cash flows from operating activities - continuing and discontinued operations | 2,348 | 898 |
| Cash flows from investing activities | ||
| Additions to intangible assets and property, plant and equipment | (896) | (814) |
| Acquisitions of businesses, net of cash acquired | (3,469) | (63) |
| Purchase of investments | (279) | (105) |
| Purchase of current available-for-sale financial assets | (392) | (509) |
| Change in receivables from financing activities | 25 | (416) |
| Disposal of investments, intangibles and property, plant and equipment | 341 | 155 |
| Disposal of businesses, net of cash disposed | (27) | 10 |
| Disposal of current available-for-sale financial assets | 410 | 470 |
| Cash flows from investing activities - continuing operations | (4,288) | (1,273) |
| Cash flows from investing activities - discontinued operations | (3) | 276 |
| Cash flows from investing activities - continuing and discontinued operations | (4,290) | (996) |
| Cash flows from financing activities | ||
| Purchase of treasury shares | (144) | (285) |
| Re-issuance of treasury shares and other transactions with owners | 27 | (13) |
| Issuance of long-term debt | 6,958 | − |
| Repayment of long-term debt (including current maturities of long-term debt) | (3,581) | (467) |
| Change in short-term debt and other financing activities | 1,311 | 743 |
| Interest paid | (423) | (377) |
| Dividends paid to shareholders of Siemens AG | (2,914) | (2,827) |
| Dividends attributable to non-controlling interests | (115) | (162) |
| Cash flows from financing activities - continuing operations | 1,119 | (3,387) |
| Cash flows from financing activities - discontinued operations | − | − |
| Cash flows from financing activities - continuing and discontinued operations | 1,119 | (3,387) |
| Effect of changes in exchange rates on cash and cash equivalents | 88 | (165) |
| Change in cash and cash equivalents | (736) | (3,650) |
| Cash and cash equivalents at beginning of period | 10,618 | 9,958 |
| Cash and cash equivalents at end of period Less: Cash and cash equivalents of assets classified as held for disposal and discontinued operations at end of period |
9,881 − |
6,307 − |
Cash and cash equivalents at end of period (Consolidated Statements of Financial Position) 9,881 6,307
B.5 Consolidated Statements of Changes in Equity
| Issued capital |
Capital reserve |
Retained earnings |
Currency translation differences |
Available for-sale financial assets |
Derivative financial instruments |
Treasury shares at cost |
Total equity attributable to share holders of Siemens AG |
Non controlling interests |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions of €) | ||||||||||
| Balance as of October 1, 2015 | 2,643 | 5,733 | 30,152 | 1,794 | 726 | (357) | (6,218) | 34,474 | 581 | 35,056 |
| Net income | − | − | 2,969 | − | − | − | − | 2,969 | 68 | 3,037 |
| Other comprehensive income, net of income taxes | − | − | (1,316) | (652) | 14 | 144 | − | (1,810) | (5) | (1,815) |
| Dividends | − | − | (2,827) | − | − | − | − | (2,827) | (172) | (2,999) |
| Share-based payment | − | 23 | (61) | − | − | − | − | (38) | − | (38) |
| Purchase of treasury shares | − | − | − | − | − | − | (270) | (270) | − | (270) |
| Re-issuance of treasury shares | − | (8) | − | − | − | − | 325 | 317 | − | 317 |
| Cancellation of treasury shares | (93) | − | (2,575) | − | − | − | 2,668 | − | − | − |
| Transactions with non-controlling interests | − | − | 15 | − | − | − | − | 15 | (3) | 13 |
| Other changes in equity | − | − | 1 | − | − | − | − | 1 | 13 | 15 |
| Balance as of March 31, 2016 | 2,550 | 5,748 | 26,359 | 1,142 | 740 | (213) | (3,494) | 32,833 | 483 | 33,316 |
| Balance as of October 1, 2016 | 2,550 | 5,890 | 27,454 | 909 | 1,160 | (148) | (3,605) | 34,211 | 605 | 34,816 |
| Net income | − | − | 3,354 | − | − | − | − | 3,354 | 68 | 3,422 |
| Other comprehensive income, net of income taxes | − | − | 2,259 | 437 | 359 | 71 | − | 3,125 | 22 | 3,147 |
| Dividends | − | − | (2,914) | − | − | − | − | (2,914) | (117) | (3,031) |
| Share-based payment | − | 42 | (81) | − | − | − | − | (39) | − | (39) |
| Purchase of treasury shares | − | − | − | − | − | − | (144) | (144) | − | (144) |
| Re-issuance of treasury shares | − | 53 | − | − | − | − | 275 | 328 | − | 328 |
| Transactions with non-controlling interests | − | − | (2) | − | − | − | − | (2) | (9) | (11) |
| Other changes in equity | − | − | 1 | − | − | − | − | 1 | 54 | 55 |
| Balance as of March 31, 2017 | 2,550 | 5,985 | 30,070 | 1,346 | 1,519 | (77) | (3,473) | 37,920 | 623 | 38,543 |
B.6 Notes to Half-year Consolidated Financial Statements
NOTE 1 Basis of presentation
The accompanying condensed Half-year Consolidated Financial Statements as of March 31, 2017 present the operations of Siemens AG and its subsidiaries (the Company or Siemens). These Half-year Consolidated Financial Statements are in accordance with IFRS applicable to interim financial reporting as issued by the IASB and as adopted by the EU and should be read in conjunction with the Siemens Consolidated Financial Statements as of September 30, 2016. The Half-year financial statements apply the same accounting principles and practices as those used in the 2016 annual financial statements. Results for the interim reporting period are not necessarily indicative of future results. In interim periods, tax expense is based on the current estimated annual effective tax rate of Siemens. The presentation of certain prior-year information has been reclassified to conform to the current year presentation. The Half-year Consolidated Financial Statements are unaudited and were authorized for issue by the Managing Board on May 3, 2017. For further information on changes in estimates (including post-employment benefits) and on segment information, see disclosures in the Interim Group Management Report. Regarding first-time adoption of IFRS 15 as of October 1, 2017, no material impact is expected on Siemens' Consolidated Financial Statements, e.g. Retained earnings as of October 1, 2016 (opening balance) will presumably increase less than one percent. Due to rounding, numbers disclosed may not add up precisely to totals provided.
NOTE 2 Acquisitions and dispositions
Acquisitions
In March 2017, Siemens acquired all shares of Mentor Graphics Corporation, U.S., a design automation and industrial software provider. The acquired business will be integrated in the Digital Factory Division. The purchase price paid in cash amounts to US\$ 4.4 billion (€4.1 billion as of the acquisition date). The preliminary purchase price allocation as of the acquisition date resulted in: Other intangible assets €1.3 billion, Property, plant and equipment €0.2 billion, Trade receivables €0.6 billion, Cash and cash equivalents €0.4 billion, Deferred tax assets €0.1 billion, Current liabilities €0.7 billion and Deferred tax liabilities €0.3 billion. Other intangible assets mainly relate to technology of €1.0 billion and customer-related intangible assets of €0.3 billion. Goodwill of €2.4 billion comprises intangible assets that are not separable such as employee know-how and expected synergy effects from expanding our software business and from expanding our role in the digital sector.
Dispositions not qualifying for discontinued operations – closed transactions
In December 2016, Siemens contributed its eCar powertrain systems business – formerly included in the Digital Factory Division – into a newly formed joint venture, Valeo Siemens eAutomotive GmbH. Siemens recognized a pre-tax gain on disposal of €170 million in Other operating income. Siemens' 50% stake in the joint venture is disclosed in Centrally managed portfolio activities.
NOTE 3Debt
| Current debt | Non-current debt | |||
|---|---|---|---|---|
| Mar 31, | Sep 30, | Mar 31, | Sep 30, | |
| (in millions of €) | 2017 | 2016 | 2017 | 2016 |
| Notes and bonds | 2,375 | 4,994 | 30,792 | 23,560 |
| Loans from banks | 437 | 380 | 1,012 | 992 |
| Other financial indebtedness | 2,348 | 817 | 87 | 87 |
| Obligations under finance leases | 24 | 15 | 85 | 123 |
| Total debt | 5,184 | 6,206 | 31,977 | 24,761 |
In the six months ended March 31, 2017, the 5.75% US\$1.75 billion and the 5.125% €2.0 billion fixed-rate instruments were redeemed as due.
In March 2017, Siemens issued senior unsecured instruments totaling US\$7.5 billion (€7.0 billion as of March 31, 2017) in 7 tranches: US\$1.1 billion 2.20% due March 2020; US\$800 million 3m LIBOR+0.34% due March 2020; US\$1.0 billion 2.7% due March 2022; US\$850 million 3m LIBOR+0.61% due March 2022; US\$1.0 billion 3.125% due March 2024; US\$1.25 billion 3.40% due March 2027; US\$1.5 billion 4.20% due March 2047.
Bond with Warrant Units: in the six months ended March 31, 2017, terms to warrants exchanged in fiscal 2015 changed to receive 1,924.1160 Siemens AG shares per warrant at an exercise price of €97.6255 per share, terms for the not exchanged warrants changed to receive 1,833.0013 Siemens AG shares per warrant and 146.0092 OSRAM shares at an exercise price of €187,842.81. As of March 31, 2017, 95 warrants were exercised.
As of March 31, 2017 and September 30, 2016, US\$2.4 billion (€2.3 billion) and US\$700 million (€627 million) in commercial paper were outstanding, respectively.
NOTE 4 Shareholders' equity
In the six months ended March 31, 2017 and 2016, Siemens repurchased 1,175 thousand and 2,992 thousand treasury shares, respectively. Siemens transferred a total of 3,183 thousand and 3,778 thousand shares of treasury stock, respectively, in the six months ended March 31, 2017 and 2016. In January 2017, a dividend of €3.60 per share was paid.
NOTE 5 Commitments and contingencies
The following table presents the undiscounted amount of maximum potential future payments for major groups of guarantees:
| Mar 31, | Sep 30, | |
|---|---|---|
| (in millions of €) | 2017 | 2016 |
| Credit guarantees | 747 | 799 |
| Guarantees of third-party performance | 2,355 | 2,319 |
| HERKULES obligations | 200 | 600 |
| 3,302 | 3,718 | |
In addition to guarantees disclosed in the table above, the Company issued other guarantees including indemnifications in connection with dispositions of businesses. To the extent future claims are not considered remote, maximum future payments from these obligations amount to €669 million and €853 million as of March 31, 2017 and September 30, 2016, respectively.
NOTE 6 Legal proceedings
In February 2017, Siemens AG entered into a settlement agreement with the Administrative Council for Economic Defense (CADE) relating to alleged antitrust violations from the 1990's to 2006 in the field of gas-insulated switchgear for an amount in a low single-digit million euro range.
NOTE 7 Financial instruments
Financial instruments measured at cost or amortized cost for which the carrying amount does not approximate fair value:
| Mar 31, 2017 | Sep 30, 2016 | |||
|---|---|---|---|---|
| Carrying | Carrying | |||
| (in millions of €) | Fair value | amount | Fair value | amount |
| Notes and bonds | 34,320 | 33,167 | 30,235 | 28,554 |
| Loans from banks, other financial indebtedness and finance leases | 4,036 | 3,994 | 2,473 | 2,414 |
The following table allocates financial assets and liabilities measured at fair value to the three levels of the fair value hierarchy:
Mar 31, 2017 (in millions of €) Level 1 Level 2 Level 3 Total Financial assets measured at fair value, thereof: 2,557 3,908 362 6,827 Available-for-sale financial assets: equity instruments 2,557 72 300 2,929 Available-for-sale financial assets: debt instruments − 1,240 10 1,250 Derivative financial instruments − 2,597 52 2,649 Financial liabilities measured at fair value – Derivative financial instruments − 1,297 − 1,297
NOTE 8 Segment information
| Orders1 | External revenue | Intersegment Revenue |
Total revenue |
Profit | Assets | Free cash flow | Additions to intangible assets and property, plant & equipment |
Amortization, depreciation & impairments |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First half | First half | First half | First half | First half | Mar 31, | Sep 30, | First half | First half | First half | |||||||||
| (in millions of €) | FY 2017 | FY 2016 | FY 2017 | FY 2016 | FY 2017 | FY 2016 | FY 2017 | FY 2016 | FY 2017 | FY 2016 | 2017 | 2016 | FY 2017 | FY 2016 | FY 2017 | FY 2016 | FY 2017 | FY 2016 |
| Power and Gas | 7,164 | 11,725 | 7,977 | 7,588 | 22 | 17 | 7,999 | 7,605 | 918 | 884 | 10,353 | 9,066 | 234 | (23) | 75 | 76 | 256 | 269 |
| Wind Power and Renewables | 4,578 | 4,039 | 2,899 | 2,657 | 1 | − | 2,900 | 2,658 | 266 | 188 | 44 | (190) | 299 | 152 | 180 | 63 | 83 | 65 |
| Energy Management | 6,548 | 6,486 | 5,464 | 5,172 | 341 | 302 | 5,804 | 5,473 | 414 | 355 | 4,652 | 4,335 | 203 | (393) | 66 | 69 | 104 | 103 |
| Building Technologies | 3,347 | 3,007 | 3,084 | 2,859 | 72 | 63 | 3,156 | 2,922 | 405 | 242 | 1,387 | 1,324 | 371 | 174 | 22 | 26 | 45 | 42 |
| Mobility | 4,302 | 4,488 | 3,816 | 3,949 | 8 | 10 | 3,823 | 3,959 | 376 | 346 | 2,965 | 2,868 | 311 | 88 | 42 | 42 | 64 | 64 |
| Digital Factory | 5,556 | 5,068 | 4,927 | 4,492 | 340 | 373 | 5,268 | 4,865 | 1,150 | 780 | 9,821 | 5,731 | 896 | 640 | 64 | 71 | 151 | 138 |
| Process Industries and Drives | 4,431 | 4,609 | 3,462 | 3,521 | 843 | 829 | 4,305 | 4,350 | 268 | 215 | 2,138 | 1,800 | 103 | 204 | 59 | 57 | 102 | 109 |
| Healthineers | 6,820 | 6,595 | 6,705 | 6,588 | 18 | 19 | 6,723 | 6,607 | 1,208 | 1,095 | 11,878 | 11,211 | 820 | 701 | 179 | 171 | 266 | 282 |
| Industrial Business | 42,746 | 46,016 | 38,333 | 36,826 | 1,646 | 1,613 | 39,979 | 38,440 | 5,006 | 4,105 | 43,238 | 36,145 | 3,237 | 1,544 | 687 | 574 | 1,071 | 1,072 |
| Financial Services (SFS) | 471 | 515 | 397 | 435 | 73 | 80 | 471 | 515 | 347 | 394 | 27,161 | 26,446 | 460 | 371 | 9 | 8 | 105 | 109 |
| Reconciliation to Consolidated Financial Statements |
(1,035) | (1,437) | 607 | 626 | (1,719) | (1,694) | (1,113) | (1,068) | (516) | (720) | 60,967 | 63,126 | (2,217) | (1,800) | 200 | 232 | 154 | 159 |
| Siemens (continuing operations) | 42,182 | 45,095 | 39,338 | 37,887 | − | − | 39,338 | 37,887 | 4,836 | 3,779 | 131,366 | 125,717 | 1,479 | 115 | 896 | 814 | 1,330 | 1,340 |
1 This supplemental information on Orders is provided on a voluntary basis. It is not part of the Half-year Consolidated Financial Statements subject to the review opinion.
Segment information is disclosed for continuing operations. Accounting policies and segment measurement principles are the same as those described in the September 30, 2016 Annual Report.
Reconciliation to Consolidated Financial Statements
| Profit | |||
|---|---|---|---|
| First half | ||
|---|---|---|
| ( in millions of €) | FY 2017 | FY 2016 |
| Centrally managed portfolio activities | 412 | (83) |
| Siemens Real Estate | 91 | 45 |
| Corporate items | (266) | (41) |
| Centrally carried pension expense | (199) | (208) |
| Amortization of intangible assets acquired in business combinations | (336) | (325) |
| Eliminations, Corporate Treasury, and other reconciling items | (218) | (108) |
| Reconciliation to Consolidated Financial Statements | (516) | (720) |
In the six months ended March 31, 2017, reportable segments include gains in connection with pension plan amendments of €138 million.
In the six months ended March 31, 2017, the measurement of an asset retirement obligation for environmental clean-up costs included in Centrally managed portfolio activities resulted in a gain of €517 million, primarily due to increased interest rates. This increase was mainly due to a change of the applied yield curve in order to more specifically reflect interest rate expectations, particularly regarding long-term interest rates. In addition, a loss of €162 million from related interest rate swaps not designated in a hedging relationship was recognized. Both effects were reported in Other financial income (expenses), net. Moreover, the measurement of the asset retirement obligation led to a gain of €314 million in Cost of sales to reflect a reduced expected inflation rate.
Income from investments accounted for using the equity method includes an impairment loss of €230 million relating to Siemens' investment in Primetals Technologies Ltd., which is disclosed within Centrally managed portfolio activities. The continuing adverse conditions in the market environment triggered an impairment test on the investment. The recoverable amount of €204 million was determined based on a discounted cash flow calculation. To determine the recoverable amount, cash flow projections were used that take into account past experience and represent management's best estimate about future developments. The calculation is based on a terminal value growth rate of 1.5% and an after-tax discount rate of 7.4%.
Assets
| Mar 31, | Sep 30, | |
|---|---|---|
| (in millions of €) | 2017 | 2016 |
| Assets Centrally managed portfolio activities | 2,456 | 1,812 |
| Assets Siemens Real Estate | 4,551 | 4,964 |
| Assets Corporate items and pensions | (1,082) | (1,474) |
| Asset-based adjustments: | ||
| Intragroup financing receivables | 48,201 | 47,072 |
| Tax-related assets | 2,901 | 4,089 |
| Liability-based adjustments | 41,300 | 42,082 |
| Eliminations, Corporate Treasury, other items | (37,359) | (35,419) |
| Reconciliation to Consolidated Financial Statements | 60,967 | 63,126 |
NOTE 9 Related party transactions
Siemens has relationships with many joint ventures and associates in the ordinary course of business whereby Siemens buys and sells a wide variety of products and services generally on arm's length terms. The transactions with joint ventures and associates were as follows:
| Sales of goods and services and other income |
Purchases of goods and services and other expenses |
Receivables | Liabilities | |||||
|---|---|---|---|---|---|---|---|---|
| First half | First half | Mar 31, | Sep 30, | Mar 31, | Sep 30, | |||
| (in millions of €) | FY 2017 | FY 2016 | FY 2017 | FY 2016 | 2017 | 2016 | 2017 | 2016 |
| Joint ventures | 983 | 335 | 65 | 67 | 369 | 333 | 262 | 227 |
| Associates | 315 | 562 | 84 | 94 | 73 | 114 | 240 | 343 |
| 1,298 | 897 | 150 | 161 | 442 | 447 | 502 | 569 | |
As of March 31, 2017 and September 30, 2016, guarantees for joint ventures and associates amounted to €819 million and €1,500 million, respectively. As of September 2016, the HERKULES obligations of €600 million were included. As of March 31, 2017 and September 30, 2016, loans given to joint ventures and associates amounted to €144 million and €82 million, therein €144 million and €78 million related to joint ventures, respectively. As of March 31, 2017 and September 30, 2016 there were loan commitments to joint ventures amounting to €181 million and €72 million, respectively.
NOTE 10 Managing Board member changes
Cedrik Neike has been appointed a full member of the Managing Board of Siemens AG, effective April 1, 2017. He is responsible for Asia, Australia and for the Energy Management Division. Michael Sen has been appointed a full member of the Managing Board of Siemens AG, effective April 1, 2017. He is responsible for the Healthcare business, for Global Services, and effective May 3, 2017, for Siemens Gamesa Renewable Energy.
NOTE 11 Subsequent events
In April 2017, Siemens Wind Power and Gamesa Corporación Tecnológica, S.A. (Gamesa) merged their wind businesses. Siemens as controlling shareholder holds 59% of the combined entity, the previous Gamesa shareholders 41%. As part of the merger, Siemens funded a cash payment of €1 billion, which was distributed to Gamesa's shareholders (excluding Siemens) following completion of the merger. The consideration transferred by Siemens equals 59% of the Gamesa market capitalization at the merger date and amounts to €3.7 billion.
C. Additional information
C.1 Responsibility statement
To the best of our knowledge, and in accordance with the applicable reporting principles for half-year financial reporting, the Halfyear Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the Interim Group Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the material opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.
Munich, May 3, 2017
Siemens Aktiengesellschaft
The Managing Board
Joe Kaeser
| Dr. Roland Busch | Lisa Davis | Klaus Helmrich | ||
|---|---|---|---|---|
| Janina Kugel | Cedrik Neike | Michael Sen | ||
| Dr. Ralf P. Thomas |
C.2 Review report
To Siemens Aktiengesellschaft, Berlin and Munich
We have reviewed the half-year consolidated financial statements comprising the consolidated statements of income, comprehensive income, financial position, cash flows and changes in equity, and notes to half-year consolidated financial statements, and the interim group management report, of Siemens Aktiengesellschaft, Berlin and Munich for the period from October 1, 2016 to March 31, 2017 which are part of the half-year financial report pursuant to Sec. 37w WpHG ("Wertpapierhandelsgesetz": German Securities Trading Act). The preparation of the half-year consolidated financial statements in accordance with IFRS applicable to interim financial reporting as issued by the IASB and as adopted by the EU and of the interim group management report in accordance with the requirements of the WpHG applicable to interim group management reports is the responsibility of the Company's management. Our responsibility is to issue a report on the half-year consolidated financial statements and the interim group management report based on our review.
We conducted our review of the half-year consolidated financial statements and the interim group management report in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW - Institute of Public Auditors in Germany) and in supplementary compliance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with a certain level of assurance, that the half-year consolidated financial statements are not prepared, in all material respects, in accordance with IFRS applicable to interim financial reporting as issued by the IASB and as adopted by the EU, and that the interim group management report is not prepared, in all material respects, in accordance with the requirements of the WpHG applicable to interim group management reports. A review is limited primarily to making inquiries of company personnel and applying analytical procedures and thus does not provide the assurance that we would obtain from an audit of financial statements. In accordance with our engagement, we have not performed a financial statement audit and, accordingly, we do not express an audit opinion.
Based on our review nothing has come to our attention that causes us to believe that the half-year consolidated financial statements are not prepared, in all material respects, in accordance with IFRS applicable to interim financial reporting as issued by the IASB and as adopted by the EU or that the interim group management report is not prepared, in all material respects, in accordance with the provisions of the WpHG applicable to interim group management reports.
Munich, May 3, 2017
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
Spannagl Breitsameter Wirtschaftsprüfer Wirtschaftsprüferin
C.3 Notes and forward-looking statements
This document contains statements related to our future business and financial performance and future events or developments involving Siemens that may constitute forward-looking statements. These statements may be identified by words such as "expect," "look forward to," "anticipate," "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of Siemens' management, of which many are beyond Siemens' control. These are subject to a number of risks, uncertainties and factors, including, but not limited to those described in disclosures, in particular in the chapter Risks in the Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Siemens may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Siemens neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
This document includes – in the applicable financial reporting framework not clearly defined – supplemental financial measures that are or may be alternative performance measures (non-GAAP-measures). These supplemental financial measures should not be viewed in isolation or as alternatives to measures of Siemens' net assets and financial positions or results of operations as presented in accordance with the applicable financial reporting framework in its Consolidated Financial Statements. Other companies that report or describe similarly titled alternative performance measures may calculate them differently.
Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
This document is an English language translation of the German document. In case of discrepancies, the German language document is the sole authoritative and universally valid version.
For technical reasons, there may be differences between the accounting records appearing in this document and those published pursuant to legal requirements.
| Address | Siemens AG Wittelsbacherplatz 2 80333 Munich Germany |
|---|---|
| Internet | www.siemens.com |
| Phone | +49 (0)89 636-33443 (Media Relations) +49 (0)89 636-32474 (Investor Relations) |
| Fax | +49 (0)89 636-30085 (Media Relations) +49 (0)89 636-1332474 (Investor Relations) |
| [email protected] [email protected] |
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