e6vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
December 20, 2006
Commission File Number: 1-15174
Siemens Aktiengesellschaft
(Translation of registrants name into English)
Wittelsbacherplatz 2
D-80333 Munich
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
IFRS Consolidated
Financial Statements as of
September 30, 2006
2
Key
figures
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2006(1) |
|
|
2005(1) |
|
New
orders (2) |
|
|
84,702 |
|
|
|
72,786 |
|
|
|
|
|
|
|
|
|
Revenue (2) |
|
|
76,253 |
|
|
|
65,137 |
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
3,107 |
|
|
|
3,322 |
|
|
|
|
|
Income (loss) from discontinued operations, net of income taxes |
|
|
228 |
|
|
|
(662 |
) |
|
|
|
|
Net income |
|
|
3,335 |
|
|
|
2,660 |
|
|
|
|
|
attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
210 |
|
|
|
160 |
|
|
|
|
|
Shareholders of Siemens AG |
|
|
3,125 |
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
Net cash
from operating and investing activities (2) |
|
|
973 |
|
|
|
(1,689 |
) |
therein: Net cash provided by operating activities |
|
|
5,652 |
|
|
|
3,960 |
|
Net cash used in investing activities |
|
|
(4,679 |
) |
|
|
(5,649 |
) |
|
|
|
|
|
|
|
|
Equity (September 30) |
|
|
26,275 |
|
|
|
24,181 |
|
attributable to |
|
|
|
|
|
|
|
|
Minority interest |
|
|
702 |
|
|
|
661 |
|
Shareholders of Siemens AG |
|
|
25,573 |
|
|
|
23,520 |
|
|
|
|
|
|
|
|
|
|
Employees
(2)
(September 30, in thousands) |
|
|
421 |
|
|
|
388 |
|
|
|
|
|
|
|
|
(1) |
|
Fiscal year from October 1 to September 30 |
(2) |
|
Continuing operations (excluding the discontinued carrier networks, enterprise networks
and mobile devices activities) |
3
Introduction
According to the Regulation of the European Parliament and Council on the application of
International Financial Reporting Standards (IFRS), publicly traded European Union (EU) companies
are required to prepare their Consolidated Financial Statements in accordance with IFRS for fiscal
years commencing on or after January 1, 2005. However, Member States may defer mandatory
application of IFRS until 2007 for companies that either list debt securities only or which apply
internationally accepted standards other than IFRS due to a listing outside the EU. The latter
particularly applies to companies listed on the New York Stock Exchange (such as Siemens), which
prepare their Consolidated Financial Statements under United States Generally Accepted Accounting
Principles (U.S. GAAP). In Germany, the Bilanzrechtsreformgesetz (BilReG), issued in October 2004,
implemented the option to defer mandatory IFRS application.
Accordingly, Siemens primary financial reporting for fiscal year 2006 remains based on U.S. GAAP,
including the Consolidated Financial Statements prepared under U.S. GAAP to meet the legal
requirements of the German Commercial Code (HGB) and the reporting requirements of the U.S.
Securities and Exchange Commission (SEC) on Form 20-F. In addition, Siemens has prepared its first
IFRS Consolidated Financial Statements as of and for the two years ended September 30, 2006. Our
annual report on Form 20-F contains information that is not included in this report. In accordance
with IFRS 1, First-time Adoption of International Financial Reporting Standards, September 30, 2006
represents the first IFRS reporting date. Therefore, Siemens opening IFRS balance sheet is as of
October 1, 2004. The first IFRS Consolidated Financial Statements are presented as supplemental
information. They serve as a basis for Siemens primary IFRS reporting beginning with the first
quarter of fiscal 2007.
The IFRS Consolidated Financial Statements have been prepared in accordance with IFRS and its
interpretations issued by the International Accounting Standards Board (IASB), as adopted by the
EU. Siemens has applied all standards and interpretations that were effective as of September 30,
2006. In addition, the Company early adopted certain other standards, amendments to standards and
interpretations.
Statement
of the Managing Board
The Managing Board of Siemens AG is responsible for preparing the following supplemental
Consolidated Financial Statements in accordance with IFRS.
KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft has audited
the Consolidated Financial Statements prepared in accordance with IFRS, and issued an unqualified
opinion.
|
|
|
Dr. Klaus Kleinfeld
|
|
Joe Kaeser |
President and
|
|
Executive Vice President and |
Chief Executive Officer
|
|
Chief Financial Officer |
of Siemens AG
|
|
of Siemens AG |
4
Independent
Auditors Report
The Supervisory Board of Siemens AG:
We have audited the accompanying consolidated balance sheets of Siemens AG and subsidiaries as of
September 30, 2006 and 2005 and the related consolidated statements of income, income and expense
recognized in equity and cash flows for the years then ended. These consolidated financial
statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the
European Union, are the responsibility of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with International Standards on Auditing (ISA). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion the consolidated financial statements present fairly, in all material respects, the
financial position of Siemens AG and subsidiaries as of September 30, 2006 and 2005 and the results
of their operations and their cash flows for the years then ended in accordance with International
Financial Reporting Standards, as adopted by the European Union.
Our audits of Siemens AGs consolidated financial statements were made for the purpose of forming
an opinion on the consolidated financial statements taken as a whole. The accompanying
consolidating information appearing on pages 7, 9 and 11 is presented for purposes of additional
analysis of the consolidated financial statements rather than to present the balance sheet, and the
statements of income and cash flows of Operations, Financing and Real Estate, and Corporate
Treasury. The consolidating information has been subjected to the auditing procedures applied in
the audits of the consolidated financial statements and, in our opinion, is fairly stated in all
material respects in relation to the consolidated financial statements taken as a whole.
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
Munich, Germany
December 18, 2006
5
SIEMENS
CONSOLIDATED STATEMENTS OF INCOME
For the fiscal years ended September 30, 2006 and 2005
(in millions of , per share amounts in )
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
|
Note |
|
|
2006 |
|
|
2005 |
|
Revenue |
|
|
|
|
|
|
76,253 |
|
|
|
65,137 |
|
Cost of goods sold and services rendered |
|
|
|
|
|
|
(57,291 |
) |
|
|
(47,866 |
) |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
18,962 |
|
|
|
17,271 |
|
Research and development expenses |
|
|
|
|
|
|
(3,413 |
) |
|
|
(3,019 |
) |
Marketing, selling and general administrative expenses |
|
|
|
|
|
|
(12,668 |
) |
|
|
(11,027 |
) |
Other operating income |
|
|
5 |
|
|
|
647 |
|
|
|
565 |
|
Other operating expense |
|
|
6 |
|
|
|
(265 |
) |
|
|
(426 |
) |
Income from investments accounted for using the equity method, net |
|
|
7 |
|
|
|
522 |
|
|
|
536 |
|
Financial income, net |
|
|
8 |
|
|
|
225 |
|
|
|
322 |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes |
|
|
|
|
|
|
4,010 |
|
|
|
4,222 |
|
Income taxes(1) |
|
|
9 |
|
|
|
(903 |
) |
|
|
(900 |
) |
Income (loss) from continuing operations |
|
|
|
|
|
|
3,107 |
|
|
|
3,322 |
|
Income (loss) from discontinued operations, net of income taxes |
|
|
|
|
|
|
228 |
|
|
|
(662 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
3,335 |
|
|
|
2,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
|
|
|
|
210 |
|
|
|
160 |
|
Shareholders of Siemens AG |
|
|
|
|
|
|
3,125 |
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
33 |
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
3.27 |
|
|
|
3.50 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
0.24 |
|
|
|
(0.69 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
3.51 |
|
|
|
2.81 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
33 |
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
3.26 |
|
|
|
3.37 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
0.23 |
|
|
|
(0.66 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
3.49 |
|
|
|
2.71 |
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF INCOME AND EXPENSE RECOGNIZED IN EQUITY
For the fiscal years ended September 30, 2006 and 2005
(in millions of )
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
|
2006 |
|
|
2005 |
|
Net income |
|
|
3,335 |
|
|
|
2,660 |
|
Currency translation differences |
|
|
(349 |
) |
|
|
460 |
|
Available-for-sale financial assets |
|
|
(354 |
) |
|
|
39 |
|
Derivative financial instruments |
|
|
58 |
|
|
|
(144 |
) |
Actuarial gains and losses on pension plans and similar commitments |
|
|
245 |
|
|
|
(995 |
) |
Revaluation effect related to step acquisitions |
|
|
4 |
|
|
|
25 |
|
|
|
|
|
|
|
|
Total income and expense recognized directly in equity, net of tax (2) (3) |
|
|
(396 |
) |
|
|
(615 |
) |
|
|
|
|
|
|
|
Total income and expense recognized in equity |
|
|
2,939 |
|
|
|
2,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
Minority interest |
|
|
181 |
|
|
|
184 |
|
Shareholders of Siemens AG |
|
|
2,758 |
|
|
|
1,861 |
|
|
|
|
|
(1) |
|
The income taxes of Eliminations, reclassifications and Corporate Treasury,
Operations, and Financing and Real Estate are based on the consolidated effective corporate tax
rate applied to income before income taxes. |
|
(2) |
|
Includes (50) and 9 in 2006 and 2005, respectively, resulting from investments
accounted for using the equity method. |
|
(3) |
|
Includes minority interest of (29) and 24 in 2006 and 2005, respectively,
relating to currency translation differences. |
The accompanying Notes are an integral part of these Consolidated Financial Statements.
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations, |
|
|
|
|
|
|
|
|
|
|
|
|
reclassifications and |
|
|
|
|
|
|
|
|
|
|
Financing and Real |
|
Corporate Treasury |
|
|
Operations |
|
|
Estate |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
(1,489 |
) |
|
|
(1,312 |
) |
|
|
75,402 |
|
|
|
64,296 |
|
|
|
2,340 |
|
|
|
2,153 |
|
|
1,489 |
|
|
|
1,312 |
|
|
|
(56,768 |
) |
|
|
(47,383 |
) |
|
|
(2,012 |
) |
|
|
(1,795 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,634 |
|
|
|
16,913 |
|
|
|
328 |
|
|
|
358 |
|
|
|
|
|
|
|
|
|
|
(3,413 |
) |
|
|
(3,019 |
) |
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
1 |
|
|
|
(12,316 |
) |
|
|
(10,740 |
) |
|
|
(346 |
) |
|
|
(288 |
) |
|
(77 |
) |
|
|
(86 |
) |
|
|
474 |
|
|
|
419 |
|
|
|
250 |
|
|
|
232 |
|
|
|
|
|
|
(1 |
) |
|
|
(221 |
) |
|
|
(393 |
) |
|
|
(44 |
) |
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
469 |
|
|
|
490 |
|
|
|
53 |
|
|
|
46 |
|
|
65 |
|
|
|
454 |
|
|
|
(20 |
) |
|
|
(266 |
) |
|
|
180 |
|
|
|
134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18 |
) |
|
|
368 |
|
|
|
3,607 |
|
|
|
3,404 |
|
|
|
421 |
|
|
|
450 |
|
|
4 |
|
|
|
(78 |
) |
|
|
(812 |
) |
|
|
(726 |
) |
|
|
(95 |
) |
|
|
(96 |
) |
|
(14 |
) |
|
|
290 |
|
|
|
2,795 |
|
|
|
2,678 |
|
|
|
326 |
|
|
|
354 |
|
|
|
|
|
|
|
|
|
|
237 |
|
|
|
(666 |
) |
|
|
(9 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14 |
) |
|
|
290 |
|
|
|
3,032 |
|
|
|
2,012 |
|
|
|
317 |
|
|
|
358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
SIEMENS
CONSOLIDATED BALANCE SHEETS
As of September 30, 2006 and 2005
(in millions of )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
|
Note |
|
|
9/30/06 |
|
|
9/30/05 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
10,214 |
|
|
|
8,121 |
|
Available-for-sale financial assets |
|
|
10 |
|
|
|
596 |
|
|
|
2,233 |
|
Trade and other receivables |
|
|
11 |
|
|
|
15,148 |
|
|
|
17,129 |
|
Other current financial assets |
|
|
12 |
|
|
|
2,370 |
|
|
|
3,058 |
|
Intragroup receivables |
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
13 |
|
|
|
12,790 |
|
|
|
12,812 |
|
Income tax receivables |
|
|
|
|
|
|
458 |
|
|
|
432 |
|
Other current assets |
|
|
14 |
|
|
|
1,274 |
|
|
|
1,472 |
|
Assets classified as held for disposal |
|
|
|
|
|
|
7,164 |
|
|
|
245 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
50,014 |
|
|
|
45,502 |
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
15 |
|
|
|
9,689 |
|
|
|
8,821 |
|
Other intangible assets |
|
|
16 |
|
|
|
3,385 |
|
|
|
3,317 |
|
Property, plant and equipment |
|
|
17 |
|
|
|
12,072 |
|
|
|
12,012 |
|
Investments accounted for using the equity method |
|
|
|
|
|
|
2,956 |
|
|
|
2,812 |
|
Other financial assets |
|
|
18 |
|
|
|
5,042 |
|
|
|
5,227 |
|
Intragroup receivables |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
9 |
|
|
|
3,860 |
|
|
|
3,493 |
|
Other assets |
|
|
|
|
|
|
713 |
|
|
|
628 |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
87,731 |
|
|
|
81,812 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt and current maturities of long-term debt |
|
|
21 |
|
|
|
2,175 |
|
|
|
3,995 |
|
Trade payables |
|
|
|
|
|
|
8,443 |
|
|
|
10,168 |
|
Other current financial liabilities |
|
|
19 |
|
|
|
1,035 |
|
|
|
1,829 |
|
Intragroup liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current provisions |
|
|
23 |
|
|
|
3,859 |
|
|
|
4,076 |
|
Income tax payables |
|
|
|
|
|
|
1,487 |
|
|
|
1,499 |
|
Other current liabilities |
|
|
20 |
|
|
|
16,485 |
|
|
|
16,439 |
|
Liabilities associated with assets classified as held for disposal |
|
|
|
|
|
|
5,385 |
|
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
38,869 |
|
|
|
38,295 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
21 |
|
|
|
13,122 |
|
|
|
8,040 |
|
Pension plans and similar commitments |
|
|
22 |
|
|
|
5,083 |
|
|
|
5,460 |
|
Deferred tax liabilities |
|
|
9 |
|
|
|
102 |
|
|
|
213 |
|
Provisions |
|
|
23 |
|
|
|
1,858 |
|
|
|
2,095 |
|
Other financial liabilities |
|
|
|
|
|
|
248 |
|
|
|
463 |
|
Other liabilities |
|
|
24 |
|
|
|
2,174 |
|
|
|
3,065 |
|
Intragroup liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
61,456 |
|
|
|
57,631 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
25 |
|
|
|
|
|
|
|
|
|
Common stock, no par value(1) |
|
|
|
|
|
|
2,673 |
|
|
|
2,673 |
|
Additional paid-in capital |
|
|
|
|
|
|
5,662 |
|
|
|
5,167 |
|
Retained earnings |
|
|
|
|
|
|
17,082 |
|
|
|
14,909 |
|
Other components of equity |
|
|
|
|
|
|
156 |
|
|
|
772 |
|
Treasury shares, at cost(2) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total equity attributable to shareholders of Siemens AG |
|
|
|
|
|
|
25,573 |
|
|
|
23,520 |
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
|
|
|
|
702 |
|
|
|
661 |
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
26,275 |
|
|
|
24,181 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
|
|
|
|
87,731 |
|
|
|
81,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Authorized: 1,116,087,241 and 1,113,295,461 shares, respectively. |
|
|
Issued: 891,087,241 and 891,085,461 shares, respectively. |
|
(2) |
|
415 and 9,004 shares, respectively. |
The accompanying Notes are an integral part of these Consolidated Financial Statements.
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations, |
|
|
|
|
|
|
|
|
|
|
|
|
reclassifications and |
|
|
|
|
|
|
|
|
|
|
Financing and Real |
|
Corporate Treasury |
|
|
Operations |
|
|
Estate |
|
9/30/06 |
|
|
9/30/05 |
|
|
9/30/06 |
|
|
9/30/05 |
|
|
9/30/06 |
|
|
9/30/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,072 |
|
|
|
6,603 |
|
|
|
1,109 |
|
|
|
1,471 |
|
|
|
33 |
|
|
|
47 |
|
|
416 |
|
|
|
|
|
|
|
160 |
|
|
|
2,216 |
|
|
|
20 |
|
|
|
17 |
|
|
|
|
|
|
(5 |
) |
|
|
10,885 |
|
|
|
12,764 |
|
|
|
4,263 |
|
|
|
4,370 |
|
|
145 |
|
|
|
645 |
|
|
|
1,314 |
|
|
|
1,542 |
|
|
|
911 |
|
|
|
871 |
|
|
(15,736 |
) |
|
|
(15,494 |
) |
|
|
15,680 |
|
|
|
15,363 |
|
|
|
56 |
|
|
|
131 |
|
|
(2 |
) |
|
|
(4 |
) |
|
|
12,735 |
|
|
|
12,744 |
|
|
|
57 |
|
|
|
72 |
|
|
2 |
|
|
|
1 |
|
|
|
445 |
|
|
|
420 |
|
|
|
11 |
|
|
|
11 |
|
|
48 |
|
|
|
56 |
|
|
|
1,122 |
|
|
|
1,320 |
|
|
|
104 |
|
|
|
96 |
|
|
(21 |
) |
|
|
|
|
|
|
7,180 |
|
|
|
245 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,076 |
) |
|
|
(8,198 |
) |
|
|
50,630 |
|
|
|
48,085 |
|
|
|
5,460 |
|
|
|
5,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,557 |
|
|
|
8,690 |
|
|
|
132 |
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
3,368 |
|
|
|
3,302 |
|
|
|
17 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
8,310 |
|
|
|
8,217 |
|
|
|
3,762 |
|
|
|
3,795 |
|
|
|
|
|
|
|
|
|
|
2,738 |
|
|
|
2,625 |
|
|
|
218 |
|
|
|
187 |
|
|
215 |
|
|
|
24 |
|
|
|
1,232 |
|
|
|
1,769 |
|
|
|
3,595 |
|
|
|
3,434 |
|
|
(348 |
) |
|
|
(365 |
) |
|
|
348 |
|
|
|
358 |
|
|
|
|
|
|
|
7 |
|
|
222 |
|
|
|
97 |
|
|
|
3,532 |
|
|
|
3,281 |
|
|
|
106 |
|
|
|
115 |
|
|
194 |
|
|
|
73 |
|
|
|
507 |
|
|
|
541 |
|
|
|
12 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,793 |
) |
|
|
(8,369 |
) |
|
|
80,222 |
|
|
|
76,868 |
|
|
|
13,302 |
|
|
|
13,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,433 |
|
|
|
3,045 |
|
|
|
530 |
|
|
|
564 |
|
|
|
212 |
|
|
|
386 |
|
|
28 |
|
|
|
(2 |
) |
|
|
8,140 |
|
|
|
9,961 |
|
|
|
275 |
|
|
|
209 |
|
|
508 |
|
|
|
1,038 |
|
|
|
483 |
|
|
|
748 |
|
|
|
44 |
|
|
|
43 |
|
|
(16,406 |
) |
|
|
(16,302 |
) |
|
|
9,886 |
|
|
|
9,318 |
|
|
|
6,520 |
|
|
|
6,984 |
|
|
|
|
|
|
2 |
|
|
|
3,770 |
|
|
|
4,024 |
|
|
|
89 |
|
|
|
50 |
|
|
2 |
|
|
|
24 |
|
|
|
1,468 |
|
|
|
1,454 |
|
|
|
17 |
|
|
|
21 |
|
|
227 |
|
|
|
146 |
|
|
|
15,974 |
|
|
|
16,003 |
|
|
|
284 |
|
|
|
290 |
|
|
(16 |
) |
|
|
|
|
|
|
5,401 |
|
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,224 |
) |
|
|
(12,049 |
) |
|
|
45,652 |
|
|
|
42,361 |
|
|
|
7,441 |
|
|
|
7,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,946 |
|
|
|
6,535 |
|
|
|
744 |
|
|
|
984 |
|
|
|
432 |
|
|
|
521 |
|
|
|
|
|
|
|
|
|
|
5,081 |
|
|
|
5,460 |
|
|
|
2 |
|
|
|
|
|
|
(397 |
) |
|
|
(406 |
) |
|
|
95 |
|
|
|
202 |
|
|
|
404 |
|
|
|
417 |
|
|
|
|
|
|
1 |
|
|
|
1,761 |
|
|
|
2,015 |
|
|
|
97 |
|
|
|
79 |
|
|
19 |
|
|
|
23 |
|
|
|
177 |
|
|
|
289 |
|
|
|
52 |
|
|
|
151 |
|
|
41 |
|
|
|
61 |
|
|
|
2,054 |
|
|
|
2,928 |
|
|
|
79 |
|
|
|
76 |
|
|
(3,178 |
) |
|
|
(2,534 |
) |
|
|
434 |
|
|
|
351 |
|
|
|
2,744 |
|
|
|
2,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,793 |
) |
|
|
(8,369 |
) |
|
|
55,998 |
|
|
|
54,590 |
|
|
|
11,251 |
|
|
|
11,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,224 |
|
|
|
22,278 |
|
|
|
2,051 |
|
|
|
1,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,793 |
) |
|
|
(8,369 |
) |
|
|
80,222 |
|
|
|
76,868 |
|
|
|
13,302 |
|
|
|
13,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
SIEMENS
CONSOLIDATED STATEMENTS OF CASH FLOW
For the fiscal years ended September 30, 2006 and 2005
(in millions of )
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
3,335 |
|
|
|
2,660 |
|
Adjustments to reconcile net income to cash provided |
|
|
|
|
|
|
|
|
Amortization, depreciation and impairments |
|
|
3,118 |
|
|
|
3,530 |
|
Income taxes |
|
|
809 |
|
|
|
643 |
|
Interest (income) expense, net |
|
|
(142 |
) |
|
|
(224 |
) |
(Gains) losses on sales and disposals of businesses and real estate, net |
|
|
(113 |
) |
|
|
(200 |
) |
(Gains) on sales of investments, net(1) |
|
|
(104 |
) |
|
|
(49 |
) |
(Gains) on sales and impairments of current available-for-sale financial assets, net |
|
|
(466 |
) |
|
|
(239 |
) |
(Income) from investments(1) |
|
|
(569 |
) |
|
|
(635 |
) |
Other non-cash (income) expenses |
|
|
372 |
|
|
|
(39 |
) |
Change in current assets and liabilities |
|
|
|
|
|
|
|
|
(Increase) decrease in inventories |
|
|
(2,313 |
) |
|
|
(717 |
) |
(Increase) decrease in trade and other receivables |
|
|
(1,027 |
) |
|
|
24 |
|
(Increase) decrease in other current assets |
|
|
572 |
|
|
|
301 |
|
Increase (decrease) in trade payables |
|
|
255 |
|
|
|
97 |
|
Increase (decrease) in current provisions |
|
|
(34 |
) |
|
|
(369 |
) |
Increase (decrease) in other current liabilities |
|
|
2,053 |
|
|
|
142 |
|
Supplemental contributions to pension trusts |
|
|
|
|
|
|
(1,496 |
) |
Change in other assets and liabilities |
|
|
41 |
|
|
|
279 |
|
Income taxes paid |
|
|
(1,191 |
) |
|
|
(1,093 |
) |
Dividends received |
|
|
378 |
|
|
|
343 |
|
Interest received |
|
|
685 |
|
|
|
684 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities continuing and discontinued operations |
|
|
5,659 |
|
|
|
3,642 |
|
Net cash provided by (used in) operating activities continuing operations |
|
|
5,652 |
|
|
|
3,960 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Additions to intangible assets and property, plant and equipment |
|
|
(4,052 |
) |
|
|
(3,624 |
) |
Acquisitions, net of cash acquired |
|
|
(2,055 |
) |
|
|
(2,450 |
) |
Purchases of investments(1) |
|
|
(389 |
) |
|
|
(652 |
) |
Purchases of current available-for-sale financial assets |
|
|
(1,489 |
) |
|
|
(34 |
) |
(Increase) decrease in receivables from financing activities |
|
|
(469 |
) |
|
|
(511 |
) |
Proceeds from sales of investments, intangibles and property, plant and equipment(1) |
|
|
914 |
|
|
|
977 |
|
Proceeds from disposals of businesses |
|
|
(260 |
) |
|
|
34 |
|
Proceeds from sales of current available-for-sale financial assets |
|
|
3,104 |
|
|
|
356 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities continuing and discontinued operations |
|
|
(4,696 |
) |
|
|
(5,904 |
) |
Net cash provided by (used in) investing activities continuing operations |
|
|
(4,679 |
) |
|
|
(5,649 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Purchase of common stock |
|
|
(421 |
) |
|
|
(219 |
) |
Proceeds from re-issuance of treasury stock |
|
|
313 |
|
|
|
173 |
|
Proceeds from issuance of debt |
|
|
6,701 |
|
|
|
|
|
Repayment of debt |
|
|
(1,710 |
) |
|
|
(848 |
) |
Change in short-term debt |
|
|
(1,762 |
) |
|
|
711 |
|
Interest paid |
|
|
(596 |
) |
|
|
(441 |
) |
Dividends paid |
|
|
(1,201 |
) |
|
|
(1,112 |
) |
Dividends paid to minority shareholders |
|
|
(118 |
) |
|
|
(108 |
) |
Intragroup financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
1,206 |
|
|
|
(1,844 |
) |
Effect of exchange rates on cash and cash equivalents |
|
|
(76 |
) |
|
|
37 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
2,093 |
|
|
|
(4,069 |
) |
Cash and cash equivalents at beginning of period |
|
|
8,121 |
|
|
|
12,190 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
|
10,214 |
|
|
|
8,121 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Investments include equity instruments either classified as non-current
available-for-sale financial assets or accounted for using the equity method. |
The accompanying Notes are an integral part of these Consolidated Financial Statements.
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations, |
|
|
|
|
|
|
|
|
|
|
|
|
reclassifications and |
|
|
|
|
|
|
|
|
|
|
Financing and Real |
|
Corporate Treasury |
|
|
Operations |
|
|
Estate |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14 |
) |
|
|
290 |
|
|
|
3,032 |
|
|
|
2,012 |
|
|
|
317 |
|
|
|
358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,676 |
|
|
|
3,105 |
|
|
|
442 |
|
|
|
425 |
|
|
(3 |
) |
|
|
78 |
|
|
|
723 |
|
|
|
469 |
|
|
|
89 |
|
|
|
96 |
|
|
(409 |
) |
|
|
(308 |
) |
|
|
404 |
|
|
|
222 |
|
|
|
(137 |
) |
|
|
(138 |
) |
|
|
|
|
|
|
|
|
|
19 |
|
|
|
(87 |
) |
|
|
(132 |
) |
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
(91 |
) |
|
|
(49 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(466 |
) |
|
|
(239 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(463 |
) |
|
|
(531 |
) |
|
|
(106 |
) |
|
|
(104 |
) |
|
276 |
|
|
|
(149 |
) |
|
|
110 |
|
|
|
97 |
|
|
|
(14 |
) |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2,321 |
) |
|
|
(709 |
) |
|
|
10 |
|
|
|
(8 |
) |
|
40 |
|
|
|
120 |
|
|
|
(1,115 |
) |
|
|
(118 |
) |
|
|
48 |
|
|
|
22 |
|
|
306 |
|
|
|
55 |
|
|
|
79 |
|
|
|
121 |
|
|
|
187 |
|
|
|
125 |
|
|
15 |
|
|
|
(1 |
) |
|
|
180 |
|
|
|
110 |
|
|
|
60 |
|
|
|
(12 |
) |
|
(2 |
) |
|
|
(17 |
) |
|
|
(60 |
) |
|
|
(321 |
) |
|
|
28 |
|
|
|
(31 |
) |
|
321 |
|
|
|
(200 |
) |
|
|
1,734 |
|
|
|
351 |
|
|
|
(2 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,496 |
) |
|
|
|
|
|
|
|
|
|
(53 |
) |
|
|
(59 |
) |
|
|
119 |
|
|
|
329 |
|
|
|
(25 |
) |
|
|
9 |
|
|
(94 |
) |
|
|
(75 |
) |
|
|
(957 |
) |
|
|
(901 |
) |
|
|
(140 |
) |
|
|
(117 |
) |
|
|
|
|
|
|
|
|
|
299 |
|
|
|
253 |
|
|
|
79 |
|
|
|
90 |
|
|
180 |
|
|
|
215 |
|
|
|
159 |
|
|
|
143 |
|
|
|
346 |
|
|
|
326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
561 |
|
|
|
(51 |
) |
|
|
4,061 |
|
|
|
2,761 |
|
|
|
1,037 |
|
|
|
932 |
|
|
583 |
|
|
|
(39 |
) |
|
|
4,032 |
|
|
|
3,072 |
|
|
|
1,037 |
|
|
|
927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,284 |
) |
|
|
(2,951 |
) |
|
|
(768 |
) |
|
|
(673 |
) |
|
|
|
|
|
|
|
|
|
(2,052 |
) |
|
|
(2,369 |
) |
|
|
(3 |
) |
|
|
(81 |
) |
|
|
|
|
|
|
|
|
|
(369 |
) |
|
|
(631 |
) |
|
|
(20 |
) |
|
|
(21 |
) |
|
(1,409 |
) |
|
|
(12 |
) |
|
|
(72 |
) |
|
|
(8 |
) |
|
|
(8 |
) |
|
|
(14 |
) |
|
(70 |
) |
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
(399 |
) |
|
|
(458 |
) |
|
|
|
|
|
|
|
|
|
549 |
|
|
|
641 |
|
|
|
365 |
|
|
|
336 |
|
|
|
|
|
|
|
|
|
|
(260 |
) |
|
|
12 |
|
|
|
|
|
|
|
22 |
|
|
986 |
|
|
|
20 |
|
|
|
2,112 |
|
|
|
321 |
|
|
|
6 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(493 |
) |
|
|
(45 |
) |
|
|
(3,376 |
) |
|
|
(4,985 |
) |
|
|
(827 |
) |
|
|
(874 |
) |
|
(493 |
) |
|
|
(45 |
) |
|
|
(3,359 |
) |
|
|
(4,730 |
) |
|
|
(827 |
) |
|
|
(874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(421 |
) |
|
|
(219 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
313 |
|
|
|
173 |
|
|
|
|
|
|
|
|
|
|
6,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,600 |
) |
|
|
(596 |
) |
|
|
(49 |
) |
|
|
(231 |
) |
|
|
(61 |
) |
|
|
(21 |
) |
|
(1,244 |
) |
|
|
1,065 |
|
|
|
(419 |
) |
|
|
(270 |
) |
|
|
(99 |
) |
|
|
(84 |
) |
|
(388 |
) |
|
|
(302 |
) |
|
|
(141 |
) |
|
|
(76 |
) |
|
|
(67 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
(1,201 |
) |
|
|
(1,112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(118 |
) |
|
|
(108 |
) |
|
|
|
|
|
|
|
|
|
(1,046 |
) |
|
|
(4,722 |
) |
|
|
1,042 |
|
|
|
4,597 |
|
|
|
4 |
|
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,423 |
|
|
|
(4,555 |
) |
|
|
(994 |
) |
|
|
2,754 |
|
|
|
(223 |
) |
|
|
(43 |
) |
|
(22 |
) |
|
|
3 |
|
|
|
(53 |
) |
|
|
33 |
|
|
|
(1 |
) |
|
|
1 |
|
|
2,469 |
|
|
|
(4,648 |
) |
|
|
(362 |
) |
|
|
563 |
|
|
|
(14 |
) |
|
|
16 |
|
|
6,603 |
|
|
|
11,251 |
|
|
|
1,471 |
|
|
|
908 |
|
|
|
47 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,072 |
|
|
|
6,603 |
|
|
|
1,109 |
|
|
|
1,471 |
|
|
|
33 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
SIEMENS
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED CHANGES IN EQUITY
For the fiscal years ended September 30, 2006 and 2005
(in millions of )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
Common |
|
|
paid-in |
|
|
Retained |
|
|
|
stock |
|
|
capital |
|
|
earnings |
|
Balance at October 1, 2004 |
|
|
2,673 |
|
|
|
5,121 |
|
|
|
14,491 |
|
|
|
|
|
|
|
|
|
|
|
Income and expense recognized in equity |
|
|
|
|
|
|
|
|
|
|
1,530 |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
(1,112 |
) |
Issuance of common stock and share-based payment |
|
|
|
|
|
|
60 |
|
|
|
|
|
Purchase of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
Re-issuance of treasury stock |
|
|
|
|
|
|
(14 |
) |
|
|
|
|
Other changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2005 |
|
|
2,673 |
|
|
|
5,167 |
|
|
|
14,909 |
|
|
|
|
|
|
|
|
|
|
|
Income and expense recognized in equity |
|
|
|
|
|
|
|
|
|
|
3,374 |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
(1,201 |
) |
Issuance of common stock and share-based payment |
|
|
|
|
|
|
44 |
|
|
|
|
|
Purchase of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
Re-issuance of treasury stock |
|
|
|
|
|
|
(36 |
) |
|
|
|
|
Other changes in equity |
|
|
|
|
|
|
487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006 |
|
|
2,673 |
|
|
|
5,662 |
|
|
|
17,082 |
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other components of equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
|
Currency |
|
|
for-sale |
|
|
Derivative |
|
|
|
|
|
|
Treasury |
|
|
attributable |
|
|
|
|
|
|
|
translation |
|
|
financial |
|
|
financial |
|
|
|
|
|
|
shares |
|
|
to shareholders |
|
|
Minority |
|
|
Total |
|
differences |
|
|
assets |
|
|
instruments |
|
|
Total |
|
|
at cost |
|
|
of Siemens AG |
|
|
interest |
|
|
equity |
|
|
(25 |
) |
|
|
411 |
|
|
|
55 |
|
|
|
441 |
|
|
|
|
|
|
|
22,726 |
|
|
|
530 |
|
|
|
23,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
436 |
|
|
|
39 |
|
|
|
(144 |
) |
|
|
331 |
|
|
|
|
|
|
|
1,861 |
|
|
|
184 |
|
|
|
2,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,112 |
) |
|
|
(108 |
) |
|
|
(1,220 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60 |
|
|
|
|
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(219 |
) |
|
|
(219 |
) |
|
|
|
|
|
|
(219 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
218 |
|
|
|
204 |
|
|
|
|
|
|
|
204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
411 |
|
|
|
450 |
|
|
|
(89 |
) |
|
|
772 |
|
|
|
(1 |
) |
|
|
23,520 |
|
|
|
661 |
|
|
|
24,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(320 |
) |
|
|
(354 |
) |
|
|
58 |
|
|
|
(616 |
) |
|
|
|
|
|
|
2,758 |
|
|
|
181 |
|
|
|
2,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,201 |
) |
|
|
(144 |
) |
|
|
(1,345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(421 |
) |
|
|
(421 |
) |
|
|
|
|
|
|
(421 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
422 |
|
|
|
386 |
|
|
|
|
|
|
|
386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
487 |
|
|
|
4 |
|
|
|
491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
96 |
|
|
|
(31 |
) |
|
|
156 |
|
|
|
|
|
|
|
25,573 |
|
|
|
702 |
|
|
|
26,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEGMENT INFORMATION (continuing operations)
As of and for the fiscal years ended September 30, 2006 and 2005
(in millions of )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New orders |
|
|
|
|
|
|
|
|
|
|
Intersegment |
|
|
(unaudited) |
|
|
External revenue |
|
|
revenue |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Operations Groups (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens Business Services (SBS) |
|
|
5,014 |
|
|
|
6,531 |
|
|
|
3,967 |
|
|
|
4,316 |
|
|
|
1,190 |
|
|
|
1,057 |
|
Automation and Drives (A&D) |
|
|
14,108 |
|
|
|
10,674 |
|
|
|
11,341 |
|
|
|
9,073 |
|
|
|
1,507 |
|
|
|
1,293 |
|
Industrial Solutions and Services (I&S) |
|
|
9,025 |
|
|
|
7,189 |
|
|
|
7,830 |
|
|
|
5,330 |
|
|
|
989 |
|
|
|
977 |
|
Siemens Building Technologies (SBT) |
|
|
5,235 |
|
|
|
4,518 |
|
|
|
4,690 |
|
|
|
4,314 |
|
|
|
106 |
|
|
|
101 |
|
Power Generation (PG) |
|
|
12,532 |
|
|
|
10,964 |
|
|
|
10,068 |
|
|
|
8,042 |
|
|
|
18 |
|
|
|
19 |
|
Power
Transmission and Distribution (PTD) |
|
|
8,028 |
|
|
|
5,283 |
|
|
|
6,032 |
|
|
|
3,933 |
|
|
|
477 |
|
|
|
317 |
|
Transportation Systems (TS) |
|
|
6,173 |
|
|
|
4,599 |
|
|
|
4,429 |
|
|
|
4,146 |
|
|
|
64 |
|
|
|
40 |
|
Siemens VDO Automotive (SV) |
|
|
10,014 |
|
|
|
9,787 |
|
|
|
10,003 |
|
|
|
9,591 |
|
|
|
14 |
|
|
|
19 |
|
Medical Solutions (Med) |
|
|
9,334 |
|
|
|
8,641 |
|
|
|
8,164 |
|
|
|
7,577 |
|
|
|
63 |
|
|
|
49 |
|
Osram |
|
|
4,563 |
|
|
|
4,300 |
|
|
|
4,487 |
|
|
|
4,222 |
|
|
|
76 |
|
|
|
78 |
|
Other Operations(6) |
|
|
5,115 |
|
|
|
4,438 |
|
|
|
4,016 |
|
|
|
3,432 |
|
|
|
939 |
|
|
|
923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operations Groups |
|
|
89,141 |
|
|
|
76,924 |
|
|
|
75,027 |
|
|
|
63,976 |
|
|
|
5,443 |
|
|
|
4,873 |
|
Reconciliation to financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate items, pensions and eliminations |
|
|
(5,334 |
) |
|
|
(5,021 |
) |
|
|
107 |
|
|
|
104 |
|
|
|
(5,175 |
) |
|
|
(4,657 |
) |
Other interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets related and miscellaneous reconciling items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operations (for columns Group profit/Net capital
employed, i.e. Income before income taxes/Total assets) |
|
|
83,807 |
|
|
|
71,903 |
|
|
|
75,134 |
|
|
|
64,080 |
|
|
|
268 |
|
|
|
216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and Real Estate Groups |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens Financial Services (SFS) |
|
|
645 |
|
|
|
542 |
|
|
|
558 |
|
|
|
476 |
|
|
|
87 |
|
|
|
66 |
|
Siemens Real Estate (SRE) |
|
|
1,705 |
|
|
|
1,621 |
|
|
|
561 |
|
|
|
581 |
|
|
|
1,144 |
|
|
|
1,040 |
|
Eliminations |
|
|
(10 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Financing and Real Estate |
|
|
2,340 |
|
|
|
2,153 |
|
|
|
1,119 |
|
|
|
1,057 |
|
|
|
1,221 |
|
|
|
1,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations, reclassifications and Corporate Treasury |
|
|
(1,445 |
) |
|
|
(1,270 |
) |
|
|
|
|
|
|
|
|
|
|
(1,489 |
) |
|
|
(1,312 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
84,702 |
|
|
|
72,786 |
|
|
|
76,253 |
|
|
|
65,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Group profit of the Operations Groups is earnings before
financing interest, certain pension costs and income taxes. |
|
(2) |
|
Net capital employed of the Operations Groups represents total
assets less tax assets, provisions and non-interest bearing liabilities other
than tax liabilities. |
|
(3) |
|
Intangible assets, property, plant and equipment, acquisitions,
non-current available-for-sale financial assets and investments accounted for
using the equity method. |
|
(4) |
|
Includes amortization and impairments of intangible assets,
depreciation of property, plant and equipment, and write-downs of non-current
available-for-sale financial assets and investments accounted for using the
equity method. |
|
(5) |
|
The primary business components of Communications (Com) are
reported as discontinued operations. Com no longer represents an operating
segment and will be dissolved during fiscal 2007. |
|
(6) |
|
Other Operations primarily refer to certain centrally-held equity
investments and other operating activities not associated with a Group. |
|
(7) |
|
Includes cash paid for income taxes according to the allocation of
income taxes to Operations, Financing and Real Estate, and Eliminations,
reclassifications and Corporate Treasury in the Consolidated Statements of
Income. Furthermore, the reclassification of interest payments in the
Consolidated Statements of Cash Flow from operating activities into financing
activities is shown in Eliminations. Interest payments are external interest
paid as well as intragroup interest paid and received. |
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from |
|
|
|
|
|
|
|
|
|
|
Amortization, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net capital |
|
|
operating and |
|
|
Capital |
|
|
depreciation and |
|
Total revenue |
|
|
Group profit(1) |
|
|
employed(2) |
|
|
investing activities |
|
|
spending(3) |
|
|
impairments(4) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
9/30/06 |
|
|
9/30/05 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,157 |
|
|
|
5,373 |
|
|
|
(751 |
) |
|
|
(701 |
) |
|
|
171 |
|
|
|
224 |
|
|
|
(679 |
) |
|
|
(263 |
) |
|
|
284 |
|
|
|
340 |
|
|
|
290 |
|
|
|
516 |
|
|
12,848 |
|
|
|
10,366 |
|
|
|
1,558 |
|
|
|
1,269 |
|
|
|
3,833 |
|
|
|
3,298 |
|
|
|
1,043 |
|
|
|
401 |
|
|
|
682 |
|
|
|
1,222 |
|
|
|
295 |
|
|
|
272 |
|
|
8,819 |
|
|
|
6,307 |
|
|
|
282 |
|
|
|
170 |
|
|
|
1,279 |
|
|
|
1,521 |
|
|
|
175 |
|
|
|
473 |
|
|
|
252 |
|
|
|
70 |
|
|
|
133 |
|
|
|
102 |
|
|
4,796 |
|
|
|
4,415 |
|
|
|
223 |
|
|
|
185 |
|
|
|
1,763 |
|
|
|
1,402 |
|
|
|
(115 |
) |
|
|
121 |
|
|
|
244 |
|
|
|
159 |
|
|
|
110 |
|
|
|
110 |
|
|
10,086 |
|
|
|
8,061 |
|
|
|
779 |
|
|
|
969 |
|
|
|
1,945 |
|
|
|
1,546 |
|
|
|
337 |
|
|
|
236 |
|
|
|
603 |
|
|
|
557 |
|
|
|
217 |
|
|
|
198 |
|
|
6,509 |
|
|
|
4,250 |
|
|
|
315 |
|
|
|
218 |
|
|
|
1,701 |
|
|
|
1,634 |
|
|
|
139 |
|
|
|
23 |
|
|
|
185 |
|
|
|
163 |
|
|
|
128 |
|
|
|
85 |
|
|
4,493 |
|
|
|
4,186 |
|
|
|
72 |
|
|
|
43 |
|
|
|
111 |
|
|
|
42 |
|
|
|
12 |
|
|
|
(551 |
) |
|
|
150 |
|
|
|
185 |
|
|
|
56 |
|
|
|
57 |
|
|
10,017 |
|
|
|
9,610 |
|
|
|
608 |
|
|
|
619 |
|
|
|
3,767 |
|
|
|
3,489 |
|
|
|
442 |
|
|
|
341 |
|
|
|
487 |
|
|
|
623 |
|
|
|
415 |
|
|
|
427 |
|
|
8,227 |
|
|
|
7,626 |
|
|
|
1,012 |
|
|
|
919 |
|
|
|
4,975 |
|
|
|
3,360 |
|
|
|
(391 |
) |
|
|
393 |
|
|
|
1,662 |
|
|
|
1,035 |
|
|
|
289 |
|
|
|
278 |
|
|
4,563 |
|
|
|
4,300 |
|
|
|
456 |
|
|
|
456 |
|
|
|
1,976 |
|
|
|
1,977 |
|
|
|
413 |
|
|
|
455 |
|
|
|
358 |
|
|
|
311 |
|
|
|
261 |
|
|
|
265 |
|
|
4,955 |
|
|
|
4,355 |
|
|
|
(35 |
) |
|
|
84 |
|
|
|
993 |
|
|
|
1,418 |
|
|
|
(128 |
) |
|
|
304 |
|
|
|
210 |
|
|
|
204 |
|
|
|
136 |
|
|
|
262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,470 |
|
|
|
68,849 |
|
|
|
4,519 |
|
|
|
4,231 |
|
|
|
22,514 |
|
|
|
19,911 |
|
|
|
1,248 |
|
|
|
1,933 |
|
|
|
5,117 |
|
|
|
4,869 |
|
|
|
2,330 |
|
|
|
2,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,068 |
) |
|
|
(4,553 |
) |
|
|
(569 |
) |
|
|
(650 |
) |
|
|
(6,516 |
) |
|
|
(4,793 |
) |
|
|
(575 |
)(7) |
|
|
(3,591 |
)(7) |
|
|
182 |
|
|
|
475 |
|
|
|
44 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
(343 |
) |
|
|
(177 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,224 |
|
|
|
61,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,402 |
|
|
|
64,296 |
|
|
|
3,607 |
|
|
|
3,404 |
|
|
|
80,222 |
|
|
|
76,868 |
|
|
|
673 |
|
|
|
(1,658 |
) |
|
|
5,299 |
|
|
|
5,344 |
|
|
|
2,374 |
|
|
|
2,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income taxes |
|
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
645 |
|
|
|
542 |
|
|
|
306 |
|
|
|
319 |
|
|
|
10,543 |
|
|
|
10,162 |
|
|
|
(219 |
) |
|
|
(344 |
) |
|
|
521 |
|
|
|
563 |
|
|
|
250 |
|
|
|
221 |
|
|
1,705 |
|
|
|
1,621 |
|
|
|
115 |
|
|
|
131 |
|
|
|
3,221 |
|
|
|
3,490 |
|
|
|
187 |
|
|
|
202 |
|
|
|
270 |
|
|
|
212 |
|
|
|
192 |
|
|
|
203 |
|
|
(10 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
(462 |
) |
|
|
(339 |
) |
|
|
242 |
(7) |
|
|
195 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,340 |
|
|
|
2,153 |
|
|
|
421 |
|
|
|
450 |
|
|
|
13,302 |
|
|
|
13,313 |
|
|
|
210 |
|
|
|
53 |
|
|
|
791 |
|
|
|
775 |
|
|
|
442 |
|
|
|
424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,489 |
) |
|
|
(1,312 |
) |
|
|
(18 |
) |
|
|
368 |
|
|
|
(5,793 |
) |
|
|
(8,369 |
) |
|
|
90 |
(7) |
|
|
(84) |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,253 |
|
|
|
65,137 |
|
|
|
4,010 |
|
|
|
4,222 |
|
|
|
87,731 |
|
|
|
81,812 |
|
|
|
973 |
|
|
|
(1,689 |
) |
|
|
6,090 |
|
|
|
6,119 |
|
|
|
2,816 |
|
|
|
3,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions of , except where otherwise stated and per share amounts)
1. Basis of presentation
The accompanying Consolidated Financial Statements present the operations of Siemens AG and
its subsidiaries (the Company or Siemens) and have been prepared in accordance with International
Financial Reporting Standards (IFRS) and its interpretations issued by the International Accounting
Standards Board (IASB), as adopted by the European Union (EU). These are the Companys first
Consolidated Financial Statements under IFRS. The effects of the adoption of IFRS on the financial
position, results of operations and cash flows of Siemens as presented herein are described below.
Siemens has prepared and reported its Consolidated Financial Statements in euros (). Siemens
is a German based multinational corporation with a balanced business portfolio of activities
predominantly in the field of electronics and electrical engineering (for further information see
Note 34).
Siemens primary financial reporting for fiscal 2006 continues to be based on United States
Generally Accepted Accounting Principles (U.S. GAAP) and includes the Consolidated Financial
Statements prepared under U.S. GAAP to meet the legal requirements of the German Commercial Code
(HGB) and the reporting requirements of the U.S. Securities and Exchange Commission (SEC) on Form
20-F. Siemens has the option under the German law to defer the application of IFRS until fiscal
2008. However, as significant momentum is developing with respect to the adoption of IFRS, the
Company decided to publish full IFRS information earlier than required. The accompanying IFRS
Consolidated Financial Statements are presented as supplemental information. As a result, two sets
of Consolidated Financial Statements are published for fiscal 2006. These IFRS Consolidated
Financial Statements include a reconciliation of equity and net income from U.S. GAAP to IFRS for
all balance sheet dates presented, as well as a reconciliation of equity as of October 1, 2004,
when IFRS was adopted. The IFRS Consolidated Financial Statements presented herein will serve as a
basis for Siemens IFRS reporting beginning with the first quarter of fiscal 2007.
Siemens applied all standards and interpretations issued by the IASB that were effective as of
September 30, 2006. In addition, the Company early adopted certain other standards, amendments to
standards and interpretations, including the following standards which had a significant impact:
|
|
|
IAS 19 (Amendment), Actuarial Gains and Losses, Group Plans and Disclosures. This
amendment provides for an additional option of recognizing actuarial gains and losses in
full in the period in which they occur, outside profit or loss, directly in equity. The
actuarial gains and losses are presented in the Consolidated Statements of Income and
Expense recognized in Equity and recorded in full in Retained earnings in the period when
they arise. Once recorded in equity, these actuarial gains and losses will not be
recycled into the Consolidated Statements of Income in future periods. The amendment is
effective for fiscal years beginning on or after January 1, 2006. |
|
|
|
|
IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intragroup Transactions.
This amendment is effective for fiscal years beginning on or after January 1, 2006. It is
relevant to the Company, as it allows the Company to continue using cash flow hedge
accounting for intragroup transactions, which is also permitted under U.S. GAAP. |
|
|
|
|
IFRS 7, Financial Instruments: Disclosures. This standard requires extensive
disclosures about the significance of financial instruments for an entitys financial
position and results of operations, and qualitative and quantitative disclosures on the
nature and extent of risks arising from financial instruments. It combines disclosure
requirements from IAS 32, Financial Instruments: Disclosure and Presentation, and IAS 30,
Disclosures in the Financial Statements of Banks and Similar Financial Institutions, and
adds new disclosure requirements. The standard is effective for reporting periods
beginning on or after January 1, 2007. Siemens has decided to early adopt IFRS 7 in its
2006 financial statements and also presents comparative information for 2005 according to
IFRS 7. IFRS 7 was also considered in determining the presentation of items on the face
of the Consolidated Balance Sheets and the Consolidated Statements of Income. |
The Consolidated Financial Statements were authorised for issue by the Managing Board on
December 18, 2006.
16
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Financial statement presentation
The presentation of the Companys worldwide financial data is accompanied by a component model
presentation breaking down Siemens financial position, results of operations and cash flows into
three components (see below). These components contain the Companys reportable segments (also
referred to as Groups). Communications (Com) no longer represents an operating segment and will be
dissolved in fiscal 2007 (for further information see Note 4 and Note 34).
|
|
|
SiemensRepresents the Consolidated Financial Statements of the Company. |
|
|
|
|
OperationsDefined as Siemens ten operating Groups and certain operating activities
not associated with these Groups, as well as centrally managed items including corporate
headquarters, but excluding the activities of the Financing and Real Estate Groups and
the Corporate Treasury. |
|
|
|
|
Financing and Real EstateSiemens Financing and Real Estate Groups are responsible
for the Companys international leasing, finance, credit and real estate management
activities. |
|
|
|
|
Eliminations, reclassifications and Corporate TreasuryCaptures separately the
consolidation of transactions among Operations and Financing and Real Estate, as well as
certain reclassifications. This component also includes the Companys Corporate Treasury
activities. |
The Companys presentation of Operations, Financing and Real Estate and Corporate Treasury
reflects the management of these components as distinctly different business activities, with
different goals and requirements. Management believes that this presentation provides a clearer
understanding of the components of the Companys financial position, results of operations and cash
flows. The accounting principles applied to these components are generally the same as those used
for Siemens. The Company has allocated shareholders equity to the Financing and Real Estate
business based on a management approach which takes into consideration the inherent risk evident in
the underlying assets. The remaining amount of total shareholders equity is shown under
Operations. Income taxes are allocated to Eliminations, reclassifications and Corporate Treasury,
Operations and Financing and Real Estate by applying the effective tax rate of Siemens to the
income before income taxes of each respective component. Deferred income tax assets and liabilities
are allocated to these components based on available component specific information and applicable
proportions of such amounts to total assets and liabilities of Siemens. The financial data
presented for the Operations and Financing and Real Estate and Eliminations, reclassifications and
Corporate Treasury components are not intended to purport the financial position, results of
operations and cash flows as if they were separate entities under IFRS.
The information disclosed in these Notes relates to Siemens unless otherwise stated.
Explanation of transition to IFRS
The most significant change from U.S. GAAP was the adoption of the new option to recognize
actuarial gains and losses in equity in the period in which they occur. Thus, actuarial gains and
losses were recognized directly in equity as of the date of transition to IFRS as well as in all
subsequent periods presented.
Siemens applied IFRS 1, First-time Adoption of International Financial Reporting Standards in
making the transition to IFRS, with October 1, 2004 as the date of transition to IFRS. IFRS 1
requires that all IFRS standards and interpretations that are effective for the first IFRS
Consolidated Financial Statements for the year ended September 30, 2006, be applied consistently
and retrospectively for all fiscal years presented. However, this standard provides exemptions and
exceptions to this general requirement in specific cases. Siemens applied the following exemptions:
a.
Business combinations
Business combinations that occurred before October 1, 2004, were not restated retrospectively
in accordance with IFRS 3, Business Combinations. Within the limits imposed by IFRS 1, the carrying
amounts of assets acquired and liabilities assumed as part of past business combinations as well as
the amounts of goodwill
that arose from such transactions as they were determined under U.S. GAAP, are considered
their deemed cost under IFRS at the date of transition.
17
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
b.
Currency translation differences
Cumulative translation differences as of October 1, 2004, arising from translation into euro
of the financial statements of foreign operations whose functional currency is other than euro were
reset to zero. Accordingly, the cumulative translation differences were included in Retained
earnings in the IFRS opening balance sheet. In the case of subsequent disposal of an entity
concerned, no amount of currency translation difference relating to the time prior to the
transition date will be included in the determination of the gain or loss on disposal of such
entity.
c.
Share-based payment
As permitted under IFRS 1, IFRS 2, Share-based Payment has not been retrospectively applied to
all share-based payment awards. This exemption has been applied for all equity awards which were
granted prior to November 7, 2002, as well as those equity awards granted prior to October 1, 2003,
which vested before January 1, 2005. All such equity awards exempted from IFRS 2 continue to be
accounted for under the intrinsic value approach as under U.S. GAAP.
Changes in presentation of the Consolidated Financial Statements
The presentation of the Consolidated Financial Statements has been modified to comply with the
requirements of IAS 1, Presentation of Financial Statements. Under IFRS, minority interests are
presented within equity. As a result of applying the new option provided by IAS 19 to recognize
actuarial gains and losses directly in equity, Consolidated Statements of Income and Expense
recognized in Equity have been added.
Reconciliation of equity and net income from U.S. GAAP to IFRS
The following reconciliation describes the effect of major differences between U.S. GAAP and
IFRS on the equity as of September 30, 2006 and 2005 and in the opening balance sheet as of October
1, 2004, as well as on net income for fiscal years 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
balance sheet |
|
|
|
Explanatory |
|
|
September 30, |
|
|
as of October |
|
|
|
note |
|
|
2006 |
|
|
2005 |
|
|
1, 2004 |
|
Equity under U.S. GAAP |
|
|
|
|
|
|
29,306 |
|
|
|
27,022 |
|
|
|
26,760 |
|
Change in presentation of minority
interest |
|
a |
|
|
|
702 |
|
|
|
656 |
|
|
|
529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity under U.S. GAAP, including
minority interest |
|
|
|
|
|
|
30,008 |
|
|
|
27,678 |
|
|
|
27,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization of development costs |
|
b |
|
|
|
251 |
|
|
|
230 |
|
|
|
217 |
|
Investments accounted for using
the equity method |
|
c |
|
|
|
(141 |
) |
|
|
(164 |
) |
|
|
(182 |
) |
Sale and leaseback transactions |
|
d |
|
|
|
207 |
|
|
|
186 |
|
|
|
208 |
|
Financial instruments |
|
e |
|
|
|
252 |
|
|
|
(266 |
) |
|
|
(235 |
) |
Pensions and other post-employment
benefits |
|
f |
|
|
|
(1,667 |
) |
|
|
(849 |
) |
|
|
(1,932 |
) |
Termination benefits |
|
g |
|
|
|
(532 |
) |
|
|
(305 |
) |
|
|
(347 |
) |
Provisions |
|
h |
|
|
|
(385 |
) |
|
|
(234 |
) |
|
|
(62 |
) |
Other |
|
|
|
|
|
|
(191 |
) |
|
|
(69 |
) |
|
|
(36 |
) |
Deferred taxes |
|
i |
|
|
|
(1,527 |
) |
|
|
(2,026 |
) |
|
|
(1,664 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
|
|
|
|
(3,733 |
) |
|
|
(3,497 |
) |
|
|
(4,033 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity under IFRS |
|
|
|
|
|
|
26,275 |
|
|
|
24,181 |
|
|
|
23,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Explanatory |
|
|
Year ended
September 30, |
|
|
|
note |
|
|
2006 |
|
|
2005 |
|
Net income under U.S. GAAP |
|
|
|
|
|
|
3,033 |
|
|
|
2,248 |
|
Change in presentation of minority
interest |
|
a |
|
|
|
213 |
|
|
|
158 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income under U.S. GAAP,
including minority interest |
|
|
|
|
|
|
3,246 |
|
|
|
2,406 |
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization of development costs |
|
b |
|
|
|
17 |
|
|
|
13 |
|
Investments accounted for using
the equity method |
|
c |
|
|
|
32 |
|
|
|
15 |
|
Sale and leaseback transactions |
|
d |
|
|
|
21 |
|
|
|
(22 |
) |
Financial instruments |
|
e |
|
|
|
(294 |
) |
|
|
64 |
|
Pensions and other post-employment
benefits |
|
f |
|
|
|
613 |
|
|
|
552 |
|
Termination benefits |
|
g |
|
|
|
(231 |
) |
|
|
42 |
|
Provisions |
|
h |
|
|
|
(148 |
) |
|
|
(173 |
) |
Other |
|
|
|
|
|
|
(110 |
) |
|
|
(60 |
) |
Deferred taxes |
|
i |
|
|
|
189 |
|
|
|
(177 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
|
|
|
|
89 |
|
|
|
254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income under IFRS |
|
|
|
|
|
|
3,335 |
|
|
|
2,660 |
|
|
|
|
|
|
|
|
|
|
|
|
a.
Change in presentation of minority interest
Under IFRS, minority interest is reported as a separate item within equity. U.S. GAAP requires
minority interest to be presented separately from equity. Consistent with the balance sheet
presentation, under IFRS the minorities share of net income is presented as an allocation of net
income, whereas, under U.S. GAAP, the minorities share is considered in determining net income.
b.
Capitalization of development costs
Under IFRS, development costs are capitalized, if specified criteria are met, while they are
expensed under U.S. GAAP, except for internally generated software. The additional capitalization
of product development costs (less related amortization) under IFRS increased equity by 251, 230
and 217 as of September 30, 2006 and 2005, and October 1, 2004, respectively. The resulting
increase in net income in 2006 and 2005 was 17 and 13, respectively.
c.
Investments accounted for using the equity method
IFRS requires that the application of the equity method be based on financial information
provided by the associated companies and joint ventures that is in compliance with IFRS. Due to
resulting IFRS adjustments relating to investments accounted for using the equity method, equity
decreased by 141, 164 and 182 as of September 30, 2006 and 2005, and
October 1, 2004,
respectively. Net income under IFRS increased by 32 and 15 in 2006 and 2005, respectively, as
compared to U.S. GAAP.
d.
Sale and leaseback transactions
U.S. GAAP and IFRS differ with respect to the accounting for a gain arising from a sale and
leaseback transaction. If the leaseback is an operating lease, any gain on sale is deferred over
the life of the lease under U.S. GAAP. Under IFRS, the gain is immediately recognized in net income
if the sale was established at fair value. Adjustments made in this respect increased equity under
IFRS by 207, 186 and 208 as of September 30, 2006 and 2005, and
October 1, 2004, respectively.
The effect on net income was an increase of 21 in fiscal 2006 and a decrease of 22 in fiscal
2005.
e.
Financial instruments
Under U.S. GAAP, the conversion feature in debt instruments convertible into shares of the
issuer are generally not separated (bifurcated) from the debt instrument and accounted for
separately at fair value. Under IFRS, a compound financial instrument with terms and conditions
that grant the issuer the right to settle the option in cash upon conversion is divided into
separate liability components at inception.
19
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The conversion right
component is considered a derivative instrument and measured at fair value through profit or
loss. The residual liability component representing the debt obligation is measured at fair value
at inception and is subsequently measured at amortized cost using the effective interest method. In
the third quarter of fiscal 2006, Siemens decided to waive the cash settlement option of the
convertible bond and reclassified the conversion right component, which is deemed to be an equity
component, to Additional paid-in capital. As of September 30, 2006, equity increased by 230 mainly
due to this reclassification of the conversion right component. As of September 30, 2005, and
October 1, 2004, the bifurcated conversion right component reduced equity by 375 and 350,
respectively, due to the consideration of the conversion right as a derivative instrument and its
re-measurement to fair value as well as the accretion of the debt component. Net income decreased
by 198 and 25 in fiscal 2006 and 2005, respectively, due to the fair value re-measurement of the
conversion right and additional interest expense.
Moreover, the ,,short-cut-method that may be applied under U.S. GAAP to hedge interest rate
risk, if certain conditions are met, is not allowed under IFRS. As the requirements for the
application of hedge accounting under IFRS are more restrictive, hedge accounting related to
interest rate risk for certain fixed-rate debt obligations was discontinued. IFRS 1 requires that
the corresponding basis adjustments recognized under U.S. GAAP as of September 30, 2004 be carried
forward to the IFRS opening balance and deferred over the remaining life of the related instrument.
The termination of hedge accounting resulted in a decrease in equity as of September 30, 2006 of 7
and an increase in equity as of September 30, 2005, of 89. The effect on net income was a decrease
of 96 in fiscal 2006 and an increase of 89 in fiscal 2005.
Under U.S. GAAP, equity instruments for which there is no readily determinable market value
are recorded at cost. Under IFRS, all equity instruments, including non-exchange traded equity
investments are measured at fair value, if reliably measurable, with unrealized gains and losses
included in Other components of equity, net of applicable deferred income taxes. Investments for
which a fair value is not reliably measurable are recorded at cost. The adjustments increased
equity as of September 30, 2006 and 2005, and October 1, 2004, by
29,
20 and
115, respectively.
The adjustment of 115 relates primarily to fair value adjustments on shares in Juniper Networks,
Inc. (Juniper), which under U.S. GAAP were measured at cost because they were subject to sales
restrictions until September 30, 2004.
f.
Pensions and other post-employment benefits
Under IFRS, actuarial gains and losses resulting from changes in actuarial assumptions used to
measure pension plan obligations are recognized directly in equity in the period in which they
occur based on the new alternative introduced by IAS 19 (amended), which Siemens decided to apply
in connection with the early adoption of this amended standard. As of October 1, 2004 (the date of
transition to IFRS), all actuarial gains and losses and vested past service cost previously
unrecognized under U.S. GAAP were recorded in Retained earnings. Under U.S. GAAP, unrecognized
actuarial gains and losses exceeding the corridor continue to be amortized over the average
remaining service period of active plan participants. Likewise, unrecognized vested past service
cost continues to be amortized over the average remaining service period of active plan
participants. As the effect of actuarial gains and losses do not impact the income statement under
IFRS, increased net income resulted under IFRS of 602 and 549 in 2006 and 2005, respectively, as
compared to U.S. GAAP for which amortization of net unrecognized actuarial losses existed.
U.S. GAAP defines an accumulated benefit obligation (ABO) that, in contrast to the projected
benefit obligation, does not include assumptions about future compensation increases. If the ABO
exceeds the fair value of plan assets, a liability at least equal to such difference referred to
as the minimum liability is recorded on the balance sheet. The difference between the amount
recorded on the balance sheet and the minimum liability referred to as the additional minimum
liability (AML) is recognized either as an intangible pension asset, to the extent that past
service cost exists, or within Accumulated Other Comprehensive Income (AOCI) (similar to Other
components of equity under IFRS). As the AML recorded by the Company under U.S. GAAP represents a
significant portion of the total unrecognized actuarial losses existing at each balance sheet date
presented, the reduction in equity compared to U.S. GAAP resulting from pensions was significantly
less than the amount of such unrecognized actuarial losses.
The overall impact associated with these changes was an increase in the unfunded liabilities
for pension plans and similar commitments and a decrease in equity of 1,588, 749 and 1,877 as of
September 30, 2006 and 2005, and as of October 1, 2004, respectively. Besides pensions, differences
in the accounting for other long-term post employment benefits affected equity and net income.
Other long-term post-employment benefits are employee benefits that are paid regardless of the reason for the employees departure.
Differences between the aforementioned amounts and the amounts provided in the tables above
resulted primarily from such benefits.
20
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
g.
Termination benefits
A significant portion of the adjustments resulting from termination benefits relates to the
partial retirement program available to Siemens employees in Germany. The majority of participants
opted for a partial retirement arrangement that is typically composed of a full-time service period
and an inactive period, where the employee receives 50% of the salary for each year during the
entire partial retirement period. In addition, participants receive an annual bonus and a severance
payment at the end of the inactive period. While under U.S. GAAP both the annual bonus to be paid
in the inactive period and the severance payment are recognized as expense on a pro rata basis over
the service period, IFRS requires that these benefit elements of the partial retirement arrangement
are recognized in full as expense immediately when a partial retirement agreement is established.
Adjustments to partial retirement obligations reduced equity under IFRS by 213, 296 and 369 as
of September 30, 2006 and 2005, and October 1, 2004, respectively, whereas net income increased by
82 and 73 in 2006 and 2005, respectively.
Another difference between U.S. GAAP and IFRS arises from voluntary termination agreements.
Under U.S. GAAP, a liability is recognized only when a voluntary termination agreement has been
signed by both the employer and the employee. By contrast, under IFRS, a liability is recognized
when the employer has irrevocably committed itself to grant a termination benefit. Such agreements
resulted in lower equity under IFRS than under U.S. GAAP by 319, 8 and 5 as of
September 30,
2006 and 2005, and October 1, 2004, respectively. Net income decreased by 313 and 3 for the years
ended September, 30, 2006 and 2005, respectively.
h.
Provisions
Under IFRS, provisions generally must be discounted and recognized at present value at each
balance sheet date, i.e. the discount rate should be adjusted at each reporting date to reflect
current market conditions. In contrast, under U.S. GAAP, discounting of provisions is limited to
specific cases, such as to asset retirement obligations, whereby U.S. GAAP requires such
obligations be discounted only using the discount rate determined when the provision is initially
recognized. With respect to asset retirement obligations, applicable interest rates were therefore
different for IFRS compared to U.S. GAAP. Due to a lower discount rate under IFRS, the present
values to be recognized under IFRS increased with a negative effect on equity of 85 as of October
1, 2004. A continuing decline in the discount rate in fiscal 2005 led to a significant increase in
the present value with a corresponding decrease in equity of 219 as of September 30, 2005 and in
net income of 134 in 2005. As of September 30, 2006 equity under IFRS was 157 lower than under
U.S. GAAP, whereas net income was 62 higher due to an increase in the discount rate in fiscal 2006
as compared to 2005.
This reconciling item contains various other differences with respect to recognition and
measurement of provisions, such as provisions for vacant property and contingent liabilities with a
range of possible outcomes where each point in that range is as likely as any other.
i.
Deferred taxes
The adjustments as described above resulted in additional differences between the carrying
amount of assets and liabilities in the Consolidated Financial Statements and their tax basis.
Deferred taxes were recognized on temporary differences, with differences in pension accounting
between U.S. GAAP and IFRS having the most significant impact.
This reconciling item also includes tax effects resulting from differences in accounting for
income taxes between U.S. GAAP and IFRS. For the Company, such effects mainly result from
calculating deferred taxes on elimination of intragroup profits. According to IFRS, deferred taxes
on intragroup profit elimination are calculated with reference to the tax rate of the acquiring
company whereas, under U.S. GAAP, the tax rate in the sellers or manufacturers jurisdiction is
used.
21
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Assets held for disposal and discontinued operations
According to IFRS, a discontinued operation is a component of an entity that either has been
disposed of, or is classified as held for sale. Under U.S. GAAP, the results of operations of a
component of an entity that either has been disposed of or is classified as held for sale shall be
reported in discontinued operations if the operations and cash flows have been (or will be)
eliminated from the ongoing operations of the entity as a result of the disposal transaction and
the entity will not have any significant continuing involvement in the operations of the component
after the disposal transaction.
The results and financial position of the carrier-related business and the enterprise networks
business have been presented as discontinued operations under IFRS. These businesses are not
presented as discontinued operations under U.S. GAAP due to Siemens anticipated continuing
involvement in the carrier-related business and the enterprise networks business and therefore have
been presented as continuing activities in Siemens Consolidated Financial Statements under U.S.
GAAP.
Impact on the Consolidated Statements of Cash Flow
The adjustments made to the Consolidated Statements of Cash Flow only change the allocation of
cash flows between operating, investing and financing activities and had no impact on the net
change in cash and cash equivalents.
As described above in b., under IFRS, certain development costs are capitalized as intangible
assets in addition to those already capitalized under U.S. GAAP. The corresponding cash outflows
are presented within cash flows from investing activities as additions to intangible assets.
Therefore, Net cash provided by (used in) investing activities as of September 30, 2006 and 2005,
respectively, decreased by 82 and 80 under IFRS compared to U.S. GAAP with a corresponding
increase in Net cash provided by (used in) operating activities.
Under IFRS, the Company has elected to present cash outflows for interest paid within Net cash
provided by (used in) financing activities. This decreased Net cash provided by (used in) financing
activities by 596 and 441 in 2006 and 2005, respectively, with a corresponding increase in Net
cash provided by (used in) operating activities, where interest paid was included under U.S. GAAP.
2. Summary of significant accounting policies
Basis of consolidationThe Consolidated Financial Statements include the accounts of Siemens
AG and its subsidiaries which are directly or indirectly controlled. Control is generally conveyed
by ownership of the majority of voting rights. Additionally, the Company consolidates special
purpose entities (SPE ´s) when, based on the evaluation of the substance of the relationship with
Siemens, the Company concludes that it controls the SPE. Associated companiescompanies in which
Siemens has the ability to exercise significant influence over operating and financial policies
(generally through direct or indirect ownership of 20% to 50% of the voting rights)are recorded in
the Consolidated Financial Statements using the equity method of accounting. Companies in which
Siemens has joint control are also recorded using the equity method.
Business combinationsAll business combinations are accounted for under the purchase method.
The cost of an acquisition is measured at the fair value of the assets given and liabilities
incurred or assumed at the date of exchange plus costs directly attributable to the acquisition.
Identifiable assets acquired and liabilities assumed in a business combination (including
contingent liabilities) are measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess of the cost of acquisition over the
fair value of the Companys share of the identifiable net assets acquired is recorded as goodwill.
Foreign currency translationThe assets and liabilities of foreign subsidiaries, where the
functional currency is other than the euro, are translated using period-end exchange rates, while
the statements of income are translated using average exchange rates during the period. Differences
arising from such translations are recognized within equity.
22
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The exchange rates of the significant currencies of non-euro countries used in the preparation
of the Consolidated Financial Statements were as follows:
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Year-end exchange rate |
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Annual average rate |
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1 quoted into |
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1 quoted into |
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currencies specified |
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|
currencies specified |
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below |
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|
below |
|
|
|
|
|
|
|
September 30, |
|
|
Fiscal year |
|
Currency |
|
ISO Code |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
U.S. Dollar |
|
USD |
|
|
1.266 |
|
|
|
1.204 |
|
|
|
1.230 |
|
|
|
1.273 |
|
British pound |
|
GBP |
|
|
0.678 |
|
|
|
0.682 |
|
|
|
0.685 |
|
|
|
0.688 |
|
Revenue recognitionRevenue is recognized for product sales when persuasive evidence of an
arrangement exists, delivery has occurred or services have been rendered, the risks and rewards of
ownership have been transferred to the customer, the amount of revenue can be measured reliably,
and collection of the related receivable is reasonably assured. If product sales are subject to
customer acceptance, revenues are not recognized until customer acceptance occurs. Revenues from
construction-type projects are generally recognized under the percentage-of-completion method,
based on the percentage of costs to date compared to the total estimated contract costs,
contractual milestones or performance. Revenues from service transactions are recognized as
services are performed. For long-term service contracts, revenues are recognized on a straight-line
basis over the term of the contract or, if the performance pattern is other than straight-line, as
the services are provided. Revenue from software arrangements is recognized at the time persuasive
evidence of an arrangement exists, delivery has occurred, the amount of revenue can be measured
reliably and collectibility is probable. Revenue from maintenance, unspecified upgrades or
enhancements and technical support is allocated using the residual value method and is recognized
over the period such items are delivered. If an arrangement to deliver software requires
significant production, modification, or customization of software, the entire arrangement is
accounted for under the percentage-of-completion method. Operating lease income for equipment
rentals is recognized on a straight-line basis over the lease term. Interest income from finance
leases is recognized using the effective interest method.
Sales of goods and services sometimes involve the provision of multiple elements. In these
cases, the Company determines whether the contract or arrangement contains more than one unit of
accounting. An arrangement is separated if (1) the delivered element(s) has value to the customer
on a stand-alone basis, (2) there is objective and reliable evidence of the fair value of the
undelivered element(s) and (3), if the arrangement includes a general right of return relative to
the delivered element(s), delivery or performance of the undelivered element(s) is considered
probable and substantially in the control of the Company. If all three criteria are fulfilled, the
appropriate revenue recognition convention is then applied to each separate unit of accounting.
Generally, the total arrangement consideration is allocated to the separate units of accounting
based on their relative fair values. In cases where there is objective and reliable fair value
evidence of the undelivered elements but not for one or more of the delivered elements, the
residual method is used, i.e. the amount allocated to delivered elements equals the total
arrangement consideration less the aggregate fair value of the undelivered elements. Objective and
reliable fair values are sales prices for the component when it is regularly sold on a stand-alone
basis or third-party prices for similar components. If the three criteria are not met, revenue is
deferred until such criteria are met or until the period in which the last undelivered element is
delivered. The amount allocable to the delivered elements is limited to the amount that is not
contingent upon delivery of additional elements or meeting other specified performance conditions.
Product-related expenses and contract lossesProvisions for estimated costs related to product
warranties are recorded in Cost of goods sold and services rendered at the time the related sale is
recognized, and are established on an individual basis, except for consumer products. The estimates
reflect historic trends of warranty costs, as well as information regarding product failure
experienced during construction, installation or testing of products. In the case of new products,
expert opinions and industry data are also taken into consideration in estimating product warranty
provisions. Expected contract losses are recognized in the period when the current estimate of
total contract costs exceeds contract revenue.
Research and development costsCosts of research activities undertaken with the prospect of
gaining new scientific or technical knowledge and understanding are expensed as incurred.
Costs for development activities, whereby research findings are applied to a plan or design
for the production of new or substantially improved products and processes, are capitalized if
development costs can be measured reliably; the product or process is technically and commercially
feasible; future economic benefits are probable; and Siemens intends, and has sufficient resources,
to complete development and to use or sell the asset. The costs capitalized include the cost of
materials, direct labour and directly attributable general overhead expenditure that serves to
prepare the asset for use. Such capitalized costs are included in
Other intangible assets as other internally generated intangible assets (see Note 16). Other development costs are
expensed as incurred. Capitalized development costs are stated at cost less accumulated
amortization and impairment losses with an amortization period of generally three to five years.
23
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Earnings per shareBasic earnings per share is computed by dividing income from continuing
operations and net income, both attributable to ordinary shareholders of Siemens AG by the weighted
average shares outstanding during the year. Diluted earnings per share is calculated by assuming
conversion or exercise of all potentially dilutive securities, stock options and stock awards.
GoodwillGoodwill is not amortized, but instead tested for impairment annually, as well as
whenever there are events or changes in circumstances (triggering events) which suggest that the
carrying amount may not be recoverable. Goodwill is carried at cost less accumulated impairment
losses.
The goodwill impairment test is based on cash-generating units, which at Siemens are its
divisions. For the purpose of impairment testing, goodwill acquired in a business combination is
allocated to the division or divisions that are expected to benefit from the synergies of the
business combination in which the goodwill arose. If the carrying amount of the division, to which
the goodwill is allocated, exceeds its recoverable amount goodwill allocated to this division must
be reduced accordingly. The recoverable amount is the higher of the divisions fair value less
costs to sell and its value in use. Siemens generally determines the recoverable amount of a
division based on its fair value less costs to sell. These values are generally determined based on
discounted cash flow calculations. Impairment losses on goodwill are not reversed in future periods
if the recoverable amount exceeds the carrying amount of the cash-generating unit to which the
goodwill is allocated. See Note 15 for further information.
Other intangible assetsOther intangible assets consist of software and other internally
generated intangible assets, patents, licenses and similar rights. The Company amortizes intangible
assets with finite useful lives on a straight-line basis over their respective estimated useful
lives to their estimated residual values. Estimated useful lives for software, patents, licenses
and other similar rights generally range from three to five years, except for intangible assets
with finite useful lives acquired in business combinations. Intangible assets acquired in business
combinations primarily consist of customer relationships and technology. Weighted average useful
lives in specific acquisitions ranged from nine to twenty-two years for customer relationships and
from seven to twelve years for technology. Intangible assets which are determined to have
indefinite useful lives are not amortized, but instead tested for impairment at least annually. See
Note 16 for further information.
Property, plant and equipmentProperty, plant and equipment is valued at cost less accumulated
depreciation and impairment losses. If the costs of certain components of an item of property,
plant and equipment are significant in relation to the total cost of the item, they are accounted
for and depreciated separately. Depreciation expense is recognized using the straight-line method.
Costs of construction of qualifying long-term assets include capitalized interest, which is
amortized over the estimated useful life of the related asset. The following useful lives are
assumed:
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Factory and office buildings
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20 to 50 years |
Other buildings
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|
5 to 10 years |
Technical machinery & equipment
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|
5 to 10 years |
Furniture & office equipment
|
|
generally 5 years |
Equipment leased to others
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|
generally 3 to 5 years |
Impairment of property, plant and equipment and other intangible assets with finite useful
livesThe Company reviews property, plant and equipment and other intangible assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets is measured by the comparison of the carrying amount of
the asset to the recoverable amount, which is the higher of the assets value in use and its fair
value less costs to sell. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets exceeds their
recoverable amount. If the fair value cannot be determined, the assets value in use is applied as
their recoverable amount. The assets value in use is measured by discounting their estimated
future cash flows. If there is an indication that the reasons which caused the impairment no longer
exist, Siemens would consider the need to reverse all or a portion of the impairment.
The Companys property, plant and equipment and other intangible assets to be disposed of are
recorded at the lower of carrying amount or fair value less costs to sell and depreciation is
ceased.
24
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Discontinued operationsDiscontinued operations are reported when a component of an entity
comprising operations and cash flows that can be clearly distinguished, operationally and for
financial reporting purposes, from the rest of the entity is classified as held for sale or has
been disposed of, if the component either (a) represents a separate major line of business or
geographical area of operations or (b) is part of a single co-ordinated plan to dispose of a
separate major line of business or geographical area of operations or (c) is a subsidiary acquired
exclusively with a view to resale.
Income taxesThe Company applies IAS 12, Income Taxes. Under the asset and liability method of
IAS 12, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a
change in tax laws is recognized in the income statement, unless related to items directly
recognized in equity, in the period the new laws are substantively enacted. Deferred tax assets are
recognized to the extent that it is probable that future taxable income will be available against
which the deductible temporary differences, unused tax losses and unused tax credits can be
utilized.
InventoriesInventory is valued at the lower of acquisition or production cost or net
realizable value, cost being generally determined on the basis of an average or first-in, first-out
method. Production costs comprise direct material and labor and applicable manufacturing overheads,
including depreciation charges. Net realizable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and selling expenses.
ProvisionsA provision is recognized in the balance sheet when the Company has a present legal
or constructive obligation as a result of a past event, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect is material, provisions
are recognized at present value by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money. Provisions for onerous
contracts are measured at the lower of the expected cost of fulfilling the contract and the
expected cost of terminating the contract. Additions to provisions are generally recognized in the
income statement. The present value of legal obligations associated with the retirement of
property, plant and equipment (asset retirement obligations) that result from the acquisition,
construction, development or normal use of an asset is added to the carrying amount of the
associated asset. The additional carrying amount is depreciated over the life of the asset. If the
asset retirement obligation is settled for other than the carrying amount of the liability, the
Company will recognize a gain or loss on settlement.
Financial instrumentsA financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of another entity. Financial
assets of the Company mainly include cash and cash equivalents, available-for-sale financial
assets, trade receivables, loans receivable, finance lease receivables and derivative financial
instruments with a positive fair value. Financial liabilities of the Company mainly comprise notes
and bonds, loans from banks, commercial paper, trade payables, finance lease payables and
derivative financial instruments with a negative fair value.
Financial instruments are recognized on the balance sheet when Siemens becomes a party to the
contractual obligations of the instrument. For regular way purchases or sales of financial assets,
i.e. purchases or sales under a contract whose terms require delivery of the asset within the time
frame established generally by regulation or convention in the marketplace concerned, the trade
date is applied.
Initially, financial instruments are recognized at their fair value. Transaction costs
directly attributable to the acquisition or issue of financial instruments are only recognized in
determining the carrying amount, if the financial instruments are not measured at fair value
through profit or loss. Subsequently, financial assets and liabilities are measured according to
the category cash and cash equivalents, available-for-sale financial assets, loans and
receivables, financial liabilities measured at amortized cost or financial assets and liabilities
classified as held for trading to which they are assigned.
Cash and cash equivalentsThe Company considers all highly liquid investments with less than
three months maturity from the date of acquisition to be cash equivalents. Cash and cash
equivalents are measured at cost.
Available-for-sale financial assets Investments in equity instruments, debt instruments and
fund shares are all classified as available-for-sale financial assets. They are accounted for at
fair value if reliably measurable, with unrealized gains and losses included in Other components of
equity, net of applicable deferred income
taxes. Equity instruments that do not have a quoted market price in an active market and whose
fair value cannot be reliably measured are recorded at cost.
25
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
When available-for-sale financial assets incur a decline in fair value below acquisition cost
and there is objective evidence that the asset is impaired, the cumulative loss that has been
recognized in equity is removed from equity and recognized in the Consolidated Statements of
Income. The Company considers all available evidence such as market conditions and prices,
investee-specific factors and the duration and the extent to which fair value is less than
acquisition cost in evaluating potential impairment of its available-for-sale financial assets. An
impairment loss may be reversed in subsequent periods for debt instruments, if the reasons for the
impairment no longer exist.
Loans and receivablesFinancial assets classified as loans and receivables are measured at
amortized cost using the effective interest method less any impairment losses. Impairment losses on
trade and other receivables are recognized using separate allowance accounts. See Note 3 for
further information regarding the determination of impairment.
Financial liabilitiesSiemens measures financial liabilities, except for derivative financial
instruments, at amortized cost using the effective interest method.
Derivative financial instrumentsDerivative financial instruments, such as foreign currency
exchange contracts and interest rate swap contracts, are measured at fair value. Derivative
instruments are classified as held for trading unless they are designated as hedging instruments,
for which hedge accounting is applied. Changes in the fair value of derivative financial
instruments are recognized periodically either in net income or, in the case of a cash flow hedge,
in Other components of equity, net of applicable deferred income taxes. Certain derivative
instruments embedded in host contracts are also accounted for separately as derivatives.
Fair value hedgesThe carrying amount of the hedged item is adjusted by the gain or loss
attributable to the hedged risk. Where an unrecognized firm commitment is designated as the hedged
item, the subsequent cumulative change in its fair value is recognized as a separate financial
asset or liability with corresponding gain or loss recognized in net income.
For hedged items carried at amortized cost, the adjustment is amortized such that it is fully
amortized by maturity of the hedged item. For hedged firm commitments the initial carrying amount
of the assets or liabilities that result from meeting the firm commitments are adjusted to include
the cumulative changes in the fair value that were previously recognized as separate financial
assets or liabilities.
Cash flow hedgesThe effective portion of changes in the fair value of derivative instruments
designated as cash flow hedges are recognized in Other components of equity, net of applicable
deferred income taxes, and any ineffective portion is recognized immediately in net income. Amounts
accumulated in equity are reclassified into net income in the same periods in which the hedged item
affects net income.
See Note 29, Derivative financial instruments and hedging activities for further information.
Share-based paymentIFRS 2 distinguishes between cash-settled and equity-settled share-based
payment transactions. For both types, the fair value is measured at grant date and the compensation
expense is allocated over the period during which the employees become unconditionally entitled to
the awards. Cash-settled awards are remeasured at fair value on each reporting date until the award
is settled. Siemens uses a Black-Scholes option pricing model to determine the fair value of its
share-based payment plans. See Note 31 for further information on share-based payment transactions.
26
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
3. Management estimates and judgments
Certain of these accounting policies require critical accounting estimates that involve
complex and subjective judgments and the use of assumptions, some of which may be for matters that
are inherently uncertain and susceptible to change. Such critical accounting estimates could change
from period to period and have a material impact on financial condition or results of operations.
Critical accounting estimates could also involve estimates where management reasonably could have
used a different estimate in the current accounting period. Management cautions that future events
often vary from forecasts and that estimates routinely require adjustment.
Revenue recognition on construction contractsThe Groups, particularly PG, TS, I&S, PTD and
SBT, conduct a significant portion of their business under construction contracts with customers.
The Company generally accounts for construction projects using the percentage-of-completion method,
recognizing revenue as performance on a contract progresses. This method places considerable
importance on accurate estimates of the extent of progress towards completion. Depending on the
methodology to determine contract progress, the significant estimates include total contract costs,
remaining costs to completion, total contract revenues, contract risks and other judgments.
Management of the operating Groups continually reviews all estimates involved in such construction
contracts and adjusts them as necessary. The Company also uses the percentage-of-completion method
for projects financed directly or indirectly by Siemens. In order to qualify for such accounting,
the credit quality of the customer must meet certain minimum parameters as evidenced by the
customers credit rating or by a credit analysis performed by Siemens Financial Services (SFS),
which performs such reviews in support of the Companys Corporate Executive Committee. At a
minimum, a customers credit rating must be single B from external rating agencies, or an
equivalent SFS-determined rating. In cases where the credit quality does not meet such standards,
the Company recognizes revenue for construction contracts and financed projects based on the lower
of cash if irrevocably received, or contract completion. The Company believes the credit factors
used provide a reasonable basis for assessing credit quality.
Trade and other receivablesThe allowance for doubtful accounts involves significant
management judgment and review of individual receivables based on individual customer
creditworthiness, current economic trends and analysis of historical bad debts on a portfolio
basis. For the determination of the country-specific component of the individual allowance,
management also considers country credit ratings, which are centrally determined based on
information from external rating agencies. Regarding the determination of the valuation allowance
derived from a portfolio-based analysis of historical bad debts, a decline of receivables in volume
results in a corresponding reduction of such provisions and vice versa. Siemens also selectively
assists customers through arranging financing from various third-party sources, including export
credit agencies, in order to be awarded supply contracts. In addition, the Company provides direct
vendor financing and grants guarantees to banks in support of loans to Siemens customers when
necessary and deemed appropriate.
GoodwillSiemens tests at least annually whether goodwill has suffered any impairment, in
accordance with its accounting policy. The determination of the recoverable amount of a division to
which goodwill is allocated involves the use of estimates by management. The Company uses
discounted cash flow based methods. These discounted cash flow calculations use five-year
projections that are based on the financial budgets approved by management. Cash flow projections
take into account past experience and represent managements best estimate about future
developments. Cash flows after the planning period are extrapolated using individual growth rates.
Key assumptions on which management has based its determination of fair value less costs to sell
and value in use include estimated growth rates, weighted average cost of capital and tax rates.
These estimates, including the methodology used, can have a material impact on the respective
values and ultimately the amount of any goodwill impairment.
Pension plans and similar commitmentsPension benefit costs and benefits are determined in
accordance with actuarial valuations, which rely on key assumptions including discount rates and
expected return on plan assets. For all pension plans, asset values are based upon the fair value
of plan assets at the balance sheet date. This value is the basis for the determination of the
return on plan assets. Other post-employment benefit costs and benefits are determined in
accordance with actuarial valuations, which rely on key assumptions including applicable discount
rates and health care trend rates. The discount rate assumptions reflect the rates available on
high-quality fixed-income investments of appropriate duration at the balance sheet date. The
expected return on plan assets assumption is determined on a uniform basis, considering long-term
historical returns, asset allocation, and future estimates of long-term investment returns. Other
key assumptions for pension and other post-employment benefit costs and benefits are based in part
on current market conditions. Pension and related other post-employment benefit costs or benefits
could change due to variations in these underlying key
assumptions. For a discussion of the current funding status and the impact of these critical
assumptions, see Note 22.
27
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
ProvisionsSignificant estimates are involved in the determination of provisions related to
contract losses, warranty costs and legal proceedings. A significant portion of the business of
certain of the operating Groups is performed pursuant to long-term contracts, often for large
projects, in Germany and abroad, awarded on a competitive bidding basis. Siemens records a
provision for contract losses when current estimates of total contract costs exceed contract
revenue. Such estimates are subject to change based on new information as projects progress toward
completion. Loss contracts are identified by monitoring the progress of the project and updating
the estimate of total contract costs which also requires significant judgment relating to achieving
certain performance standards, for example in the IT service business, and estimates involving
warranty costs.
4. Acquisitions, dispositions and discontinued operations
a) Acquisitions
During the years ended September 30, 2006 and 2005, the Company completed a number of
acquisitions. These acquisitions have been accounted for under the purchase method and have been
included in the Companys Consolidated Financial Statements since the date of acquisition.
In fiscal 2006, Siemens signed an agreement to acquire the diagnostics division of Bayer
Aktiengesellschaft, Germany for an expected purchase price of approximately 4.2 billion. The
acquisition will enable Medical Solutions (Med) to expand its position in the growing molecular
diagnostics market. The transaction, which has already received European Union and U.S. regulatory
approval, is expected to close in the first half of fiscal 2007.
aa) Acquisitions in fiscal 2006
In the fourth quarter of fiscal 2006, Siemens completed the acquisition of the
immunodiagnostics provider Diagnostic Products Corporation, USA (DPC). The acquisition, which is
integrated into Med, will enable Siemens to expand its existing healthcare solutions portfolio.
Preliminary acquisition costs amount to 1,414 (including 94 cash acquired). DPC, now wholly owned
by Siemens, was consolidated as of August 2006. The Company has not yet finalized the purchase
price allocation. Based on the preliminary purchase price allocation, approximately 260 was
allocated to intangible assets subject to amortization and approximately 750 to goodwill.
In fiscal 2006, the Company acquired a number of other entities, which are not significant
individually, including the coal gasification business of the Swiss Sustec-Group, Wheelabrator Air
Pollution Control, Inc., USA, a supplier of air pollution control and reduction products and
solutions for the coal-fired power and industrial markets, both at Power Generation (PG), Electrium
Limited, UK, a vendor of electrical installation systems at Automation and Drives (A&D) and
Bewator, Sweden, a supplier of products and systems for access control solutions at Siemens
Building Technologies (SBT). The combined preliminary purchase price of these acquisitions amounts
to 393.
ab) Acquisitions in fiscal 2005
In May 2005, the Company acquired CTI Molecular Imaging, Inc. (CTI), USA. The primary reason
for the acquisition was to strengthen the Companys commitment to molecular imaging development.
Siemens previously owned a 49% interest in a joint venture consolidated by CTI before the
acquisition of which Siemens was the primary customer. CTI was integrated into Med and consolidated
as of May 2005, when it became a wholly owned subsidiary. The acquisition costs amount to 809
(including 60 in cash acquired). Based on the final purchase price allocation, 157 was allocated
to intangible assets subject to amortization and 556 to goodwill. Of the 157 intangible assets,
99 was allocated to technology and 44 to customer relationships. Technology and customer
relationships are amortized on a straight-line basis over weighted-average useful lives of 9 years.
28
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In fiscal 2005, the Company acquired, in several steps, the Austrian engineering group VA
Technologie AG (VA Tech) for acquisition costs of 1,049 (including 535 cash acquired). The VA
Tech business was consolidated as of July 15, 2005, when it became a wholly owned subsidiary of
Siemens. VA Techs metallurgy, power transmission and distribution, and infrastructure activities were mainly integrated into
I&S and PTD to support their global market targets. Smaller portions were integrated into other
business activities. In order to comply with a European antitrust ruling, the Company sold the
majority of the VA Tech power generation business, including the hydropower activities, to Andritz
AG of Austria, in May 2006. No gain or loss was recorded in connection with the sale of this
business. The difference between the consideration received upon the sale and the book value of the
business resulted in an increase in goodwill. Based on the final purchase price allocation for the
VA Tech acquisition, approximately 142 was allocated to intangible assets subject to amortization
and 1,054 to goodwill. Of the 142 intangible assets, 55 was allocated to order
backlog and 26
to technology. Order backlog and technology are amortized on a straight-line basis over
weighted-average useful lives of four and seven years, respectively.
In July 2005, the Company completed the acquisition of all shares of Flender Holding GmbH,
Germany (Flender), a supplier of mechanical and electrical drive equipment, focusing on gear
technology. The primary reason for the acquisition was to enable the Company to offer a full drive
train (motor, inverter, gear) to customers. The business is being integrated into A&D and was
consolidated as of July 2005. The acquisition costs amount to 702. Based on the final purchase
price allocation, 409 was allocated to intangible assets subject to amortization and 428 was
recorded as goodwill. Of the 409 intangible assets, 264 was allocated to customer relationships
and 101 to technology. Customer relationships and technology are amortized over weighted-average
amortization periods of 12 years and 10 years, respectively.
In fiscal 2005, the Company acquired Bonus Energy A/S, Denmark, a supplier of wind energy
systems and substantially all of the assets of Robicon Corporation, USA, a manufacturer of medium
voltage drives and power controls. The combined purchase price of the two acquisitions amounts to
476.
The Company made certain other acquisitions during the years ended September 30, 2006 and
2005, which did not have a significant effect on the Consolidated Financial Statements.
b) Dispositions
At the beginning of April 2006, Siemens Business Services (SBS) closed the sale of its Product
Related Services (PRS) business to Fujitsu Siemens Computers (Holding) BV.
In the fourth quarter of fiscal 2005, Siemens announced the carve out of the Distribution and
Industry Logistics (DI) and Material Handling Products (MHP) divisions, formerly of the Logistics
and Assembly Systems Group (L&A), into separate entities (Dematic business). The Dematic business
has been reported in Other Operations for all periods presented. In June 2006, Siemens signed an
agreement to divest a significant portion of its Dematic business to Triton Managers II Limited
based in Jersey. Closing of the transaction occurred on August 31, 2006. The disposal loss on the
transaction amounted to 39 and is reported in Other operating expense.
c) Discontinued operations
In June 2006, Siemens and Nokia Corporation (Nokia), Finland announced an agreement to
contribute the carrier-related operations of Siemens and the Networks Business Group of Nokia into
a new company, to be called Nokia Siemens Networks (NSN), in exchange for shares in NSN. Siemens
and Nokia will each own an economic share of approximately 50% of NSN. Siemens expects to account
for its investment in NSN using the equity method. The transaction is expected to close in the
first half of fiscal 2007 and is subject to customary regulatory approvals (European Union approval
having been received on November 13, 2006), the completion of closing conditions, and agreement on
a number of detailed implementation steps. Siemens expects to realize a gain on this transaction.
The Company also plans to dispose of its enterprise networks business in fiscal 2007. Both the
enterprise networks business and the carrier-related operations are still included in the former
operating Group, Com, which no longer represents an operating segment as of September 30, 2006. The
Mobile Devices (MD) business was also included in Com prior to its sale, as described below. The
remaining business activities of Com that are not held for disposal are currently presented in
Other Operations. Except for these businesses, the historical results of Com are presented as
discontinued operations in the Companys Consolidated Statements of Income for the years ended
September 30, 2006 and 2005.
29
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In fiscal 2005, Siemens signed an agreement to sell its MD business to BenQ Corporation (BenQ)
based in Taiwan (the Agreement). The Agreement also provided for the sale of MDs operation
included in Siemens Shanghai Mobile Communications Ltd. in the Peoples Republic of China (SSMC),
subject to the consent of the Companys minority shareholders which was obtained in July 2005. The
MD transaction, excluding SSMC and activities in certain countries (Deferred Countries), was
completed on September 30, 2005. In fiscal 2005, the losses directly attributable to BenQ amounted
to 411. The net result of discontinued operations in fiscal 2005 includes additional exit related
charges of 131 resulting in a total loss recognized on the sale of MD (excluding SSMC) of 542. As
part of the Agreement, Siemens purchased 50 in Global Depositary Receipts (GDR ´s) on common shares
in BenQ in December 2005, which at that time represented a 2.4 percent investment in BenQ (see Note
10). All of the MD activities for which the transaction was not completed as of September 30, 2005,
including the MD operations of Siemens Shanghai Mobile Communications Ltd. in the Peoples Republic
of China, were sold in fiscal 2006. No additional direct gain or loss on the transaction was
realized in fiscal 2006. Discontinued operations in fiscal 2006 includes charges pursuant to the
terms of the MD disposal transaction, including substantial effects stemming from the insolvency of
BenQ Mobile GmbH & Co. OHG, Germany.
The assets and liabilities of the above transactions were classified on the balance sheet as
held for disposal and measured at the lower of their carrying amount or fair value less costs to
sell.
The following amounts of the major classes of assets and liabilities classified as held for
disposal as of September 30, 2006 relate to the carrier networks business and the enterprise
networks business, and as of September 30, 2005 relate to the MD business:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Trade and other receivables |
|
|
2,706 |
|
|
|
89 |
|
Inventories |
|
|
2,135 |
|
|
|
104 |
|
Goodwill |
|
|
369 |
|
|
|
|
|
Property, plant and equipment |
|
|
645 |
|
|
|
43 |
|
Other assets |
|
|
1,309 |
|
|
|
9 |
|
|
|
|
|
|
|
|
Assets classified as held for disposal |
|
|
7,164 |
|
|
|
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
|
2,077 |
|
|
|
228 |
|
Current provisions |
|
|
576 |
|
|
|
45 |
|
Pension plans and similar commitments |
|
|
381 |
|
|
|
1 |
|
Non-current provisions |
|
|
121 |
|
|
|
|
|
Payroll and social security taxes |
|
|
450 |
|
|
|
|
|
Other liabilities |
|
|
1,780 |
|
|
|
15 |
|
|
|
|
|
|
|
|
Liabilities associated with assets classified as held for disposal |
|
|
5,385 |
|
|
|
289 |
|
|
|
|
|
|
|
|
The net results of discontinued operations presented in the Consolidated Statements of Income
consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Revenue |
|
|
13,428 |
|
|
|
15,440 |
|
Costs and expenses |
|
|
(13,294 |
) |
|
|
(15,948 |
) |
Loss on disposal of discontinued operations |
|
|
|
|
|
|
(411 |
) |
|
|
|
|
|
|
|
Income (loss) from discontinued operations before income taxes |
|
|
134 |
|
|
|
(919 |
) |
|
|
|
|
|
|
|
Income taxes |
|
|
94 |
|
|
|
257 |
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of income taxes |
|
|
228 |
|
|
|
(662 |
) |
|
|
|
|
|
|
|
The net income tax benefit for fiscal 2006 related to discontinued operations consists of
deferred tax benefits generated on pre-tax losses in jurisdictions with higher statutory income tax
rates that were only partially offset by income tax expense generated on pre-tax income in
jurisdictions with lower statutory income tax rates.
Within Net cash provided by (used in) financing activities dividends paid to minority
shareholders include 31 and 37, respectively, relating to discontinued operations for the fiscal
years ended September 30, 2006 and 2005.
30
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
5. Other operating income
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Gains on sales of real estate |
|
|
208 |
|
|
|
154 |
|
Gains on disposals of businesses |
|
|
54 |
|
|
|
91 |
|
Other |
|
|
385 |
|
|
|
320 |
|
|
|
|
|
|
|
|
|
|
|
647 |
|
|
|
565 |
|
|
|
|
|
|
|
|
Other in fiscal 2006, includes a gain of 70 related to the settlement of an arbitration
proceeding.
6. Other operating expense
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Impairment of goodwill |
|
|
|
|
|
|
(262 |
) |
Losses on sales of real estate |
|
|
(40 |
) |
|
|
(27 |
) |
Losses on disposals of businesses |
|
|
(109 |
) |
|
|
(70 |
) |
Other |
|
|
(116 |
) |
|
|
(67 |
) |
|
|
|
|
|
|
|
|
|
|
(265 |
) |
|
|
(426 |
) |
|
|
|
|
|
|
|
Impairment of goodwill of 262 in fiscal 2005 relates to SBS cash-generating unit
Operation-Related Services.
Losses on disposals of businesses in fiscal 2006 includes a pre-tax loss of 39 from the
Companys sale of its Dematic business
(see Note 4).
7. Income from investments accounted for using the equity method, net
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Share of profit, net |
|
|
470 |
|
|
|
516 |
|
Gains on sales, net |
|
|
57 |
|
|
|
34 |
|
Impairment |
|
|
(5 |
) |
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
522 |
|
|
|
536 |
|
|
|
|
|
|
|
|
8. Financial income, net
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Interest income, net |
|
|
142 |
|
|
|
204 |
|
Income from pension plans and similar commitments, net |
|
|
213 |
|
|
|
87 |
|
Income from available-for-sale financial assets, net |
|
|
163 |
|
|
|
106 |
|
Other financial income, net |
|
|
(293 |
) |
|
|
(75 |
) |
|
|
|
|
|
|
|
|
|
|
225 |
|
|
|
322 |
|
|
|
|
|
|
|
|
31
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The total amounts of interest income and expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Interest income |
|
|
698 |
|
|
|
643 |
|
Interest expense |
|
|
(556 |
) |
|
|
(439 |
) |
|
|
|
|
|
|
|
Interest income, net |
|
|
142 |
|
|
|
204 |
|
|
|
|
|
|
|
|
Thereof: Interest income (expense) of Operations, net |
|
|
(61 |
) |
|
|
(64 |
) |
Thereof: Other interest income, net |
|
|
203 |
|
|
|
268 |
|
Interest income (expense) of Operations, net includes interest income and expense primarily
related to receivables from customers and payables to suppliers, interest on advances from
customers and advanced financing of customer contracts. Other interest income, net includes all
other interest amounts primarily consisting of interest relating to corporate debt and related
hedging activities, as well as interest income on corporate assets.
The components of Income from pension plans and similar commitments, net were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Expected return on plan assets |
|
|
1,396 |
|
|
|
1,263 |
|
Interest cost |
|
|
(1,183 |
) |
|
|
(1,176 |
) |
|
|
|
|
|
|
|
Income from pension plans and similar commitments, net |
|
|
213 |
|
|
|
87 |
|
|
|
|
|
|
|
|
Service cost for pension plans and similar commitments are allocated among functional costs
(Cost of goods sold and services rendered, Research and development expenses, Marketing, selling
and general administrative expenses).
The components of Income from available-for-sale financial assets, net were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Dividends received |
|
|
89 |
|
|
|
116 |
|
Impairment |
|
|
(101 |
) |
|
|
(75 |
) |
Gains on sales, net |
|
|
177 |
|
|
|
51 |
|
Other |
|
|
(2 |
) |
|
|
14 |
|
|
|
|
|
|
|
|
Income from available-for-sale financial assets, net |
|
|
163 |
|
|
|
106 |
|
|
|
|
|
|
|
|
In
fiscal 2006, Gains on sales, net includes gains of 15 and 33, respectively, on the sales
of the Companys remaining interests in Epcos AG (Epcos) and Infineon Technologies AG (Infineon)
and a pre-tax gain of 84 related to the sale of the Companys interest in SMS Demag AG.
In
fiscal 2006 and 2005, impairments of 20 and 4, respectively, relate to current
available-for-sale financial assets traded in an active market.
Other financial income, net mainly includes the interest component from measurement of
provisions amounting to 29 and (177) in fiscal 2006 and 2005, respectively. In fiscal 2006 and
2005, a result of (143) and 29, respectively, from the valuation of the conversion right of the
convertible notes was included in Other financial income, net.
32
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
9. Income taxes
Income from continuing operations before income taxes is attributable to the following
geographic regions:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Germany |
|
|
1,275 |
|
|
|
1,543 |
|
Foreign |
|
|
2,735 |
|
|
|
2,679 |
|
|
|
|
|
|
|
|
|
|
|
4,010 |
|
|
|
4,222 |
|
|
|
|
|
|
|
|
Income tax expense (benefit) consists of the following:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Current: |
|
|
|
|
|
|
|
|
German corporation and trade taxes |
|
|
296 |
|
|
|
140 |
|
Foreign income taxes |
|
|
834 |
|
|
|
548 |
|
|
|
|
|
|
|
|
|
|
|
1,130 |
|
|
|
688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
Germany |
|
|
(200 |
) |
|
|
268 |
|
Foreign |
|
|
(27 |
) |
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
(227 |
) |
|
|
212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
903 |
|
|
|
900 |
|
|
|
|
|
|
|
|
The current tax expense includes adjustments recognized for current tax of prior periods in
the amount of 141 and 59 in fiscal 2006 and 2005, respectively.
Of the deferred tax benefit in fiscal 2006 and the deferred tax expense in fiscal 2005, (145)
and 55, respectively, relate to the origination and reversal of temporary differences.
For fiscal years ended September 30, 2006 and 2005, the Company was subject to German federal
corporation tax at a base rate of 25% plus solidarity surcharge of 5.5% on federal corporation
taxes payable. As a result, the statutory rate for the year ended September 30, 2006 and 2005
consists of the federal corporate tax rate, including solidarity surcharge, of 26.4%, and trade tax
net of federal benefit of 12.6%, for a combined rate of 39%.
Income tax expense differs from the amounts computed by applying statutory German income tax
rates (39% for fiscal years ended September 30, 2006 and 2005) as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Expected income tax expense |
|
|
1,564 |
|
|
|
1,647 |
|
Increase (decrease) in income taxes resulting from: |
|
|
|
|
|
|
|
|
Non-deductible losses and expenses |
|
|
182 |
|
|
|
173 |
|
Goodwill |
|
|
(21 |
) |
|
|
(155 |
) |
Tax-free income |
|
|
(167 |
) |
|
|
(176 |
) |
Tax-free gains from sales of businesses |
|
|
(295 |
) |
|
|
(122 |
) |
Taxes for prior years |
|
|
(120 |
) |
|
|
(57 |
) |
Change in judgment of realizability of deferred tax assets |
|
|
109 |
|
|
|
(12 |
) |
Foreign tax rate differential |
|
|
(155 |
) |
|
|
(226 |
) |
Tax effect of investments accounted for using the equity method |
|
|
(187 |
) |
|
|
(212 |
) |
Other |
|
|
(7 |
) |
|
|
40 |
|
|
|
|
|
|
|
|
Actual income tax expense |
|
|
903 |
|
|
|
900 |
|
|
|
|
|
|
|
|
33
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Deferred income tax assets and liabilities on a gross basis are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Assets: |
|
|
|
|
|
|
|
|
Financial assets |
|
|
618 |
|
|
|
578 |
|
Other intangible assets |
|
|
73 |
|
|
|
153 |
|
Property, plant and equipment |
|
|
373 |
|
|
|
295 |
|
Inventories |
|
|
529 |
|
|
|
711 |
|
Receivables |
|
|
624 |
|
|
|
365 |
|
Pension plans and similar commitments |
|
|
1,825 |
|
|
|
2,201 |
|
Provisions |
|
|
1,639 |
|
|
|
1,700 |
|
Liabilities |
|
|
1,062 |
|
|
|
1,800 |
|
Tax loss and credit carryforwards |
|
|
2,061 |
|
|
|
1,826 |
|
Other |
|
|
901 |
|
|
|
371 |
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
9,705 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Other intangible assets |
|
|
477 |
|
|
|
603 |
|
Property, plant and equipment |
|
|
860 |
|
|
|
770 |
|
Inventories |
|
|
1,749 |
|
|
|
1,750 |
|
Receivables |
|
|
1,346 |
|
|
|
1,951 |
|
Provisions |
|
|
526 |
|
|
|
435 |
|
Liabilities |
|
|
403 |
|
|
|
143 |
|
Other |
|
|
586 |
|
|
|
1,068 |
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
5,947 |
|
|
|
6,720 |
|
|
|
|
|
|
|
|
Total deferred tax assets, net |
|
|
3,758 |
|
|
|
3,280 |
|
|
|
|
|
|
|
|
In assessing the realizability of deferred tax assets, management considers to which extent it
is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable profits during the periods in which those
temporary differences and tax loss carryforwards become deductible. Management considers the
expected reversal of deferred tax liabilities and projected future taxable income in making this
assessment. Based upon the level of historical taxable income and projections for future taxable
income over the periods which the deferred tax assets are deductible, management believes it is
probable the Company will realize the benefits of these deductible differences.
As of September 30, 2006, the Company had 6,455 of gross tax loss carryforwards. Of the
total, 5,694 tax loss carryforwards have unlimited carryforward periods and 761 expire over the
periods to 2023. The Company assumes that the future operations will generate sufficient taxable
income to realize the deferred tax assets.
Deferred tax assets have not been recognized in respect of the following items (gross
amounts):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Deductible temporary differences |
|
|
982 |
|
|
|
377 |
|
Tax loss carryforwards |
|
|
1,135 |
|
|
|
1,837 |
|
|
|
|
|
|
|
|
|
|
|
2,117 |
|
|
|
2,214 |
|
|
|
|
|
|
|
|
The amount of unrecognized deductible temporary differences as of September 30, 2006, includes
an amount of 638 which is related to deductible temporary differences for German trade tax
purposes. The corresponding tax effect amounts to 82.
As
of September 30, 2006 and 2005, 323 and 324, respectively, of the unrecognized tax loss
carryforwards expire over the periods to 2023.
34
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The movement in unrecognized tax loss carryforwards in the current year is primarily due to
the recognition of tax loss carryforwards related to the initial accounting for business
combinations.
The Company provides for income taxes or foreign withholding taxes on the cumulative earnings
of foreign subsidiaries when it is determined that such earnings either will be subject to taxes or
are intended to be repatriated. In fiscal year 2006, income taxes on cumulative earnings of 7,595
of foreign subsidiaries have not been provided for because such earnings will either not be subject
to any such taxes or are intended to be indefinitely reinvested in those operations. It is not
practicable to estimate the amount of the unrecognized deferred tax liabilities for these
undistributed foreign earnings.
Including the items charged or credited directly to equity and the benefit from discontinued
operations, the provision (benefit) for income taxes consists of the following:
|
|
|
|
|
|
|
|
|
|
|
Year
ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
Continuing operations |
|
|
903 |
|
|
|
900 |
|
Discontinued operations |
|
|
(94 |
) |
|
|
(257 |
) |
Income and expense recognized directly in equity |
|
|
(294 |
) |
|
|
(577 |
) |
Other changes in equity* |
|
|
316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
831 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Tax effect on reclassification of conversion right (see Notes 21 and 25). |
10. Available-for-sale financial assets
The following tables summarize the current portion of the Companys investment in
available-for-sale financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
Cost |
|
|
Fair Value |
|
|
Gain |
|
|
Loss |
|
Equity instruments |
|
|
64 |
|
|
|
81 |
|
|
|
17 |
|
|
|
|
|
Debt instruments |
|
|
498 |
|
|
|
492 |
|
|
|
|
|
|
|
6 |
|
Fund shares |
|
|
23 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585 |
|
|
|
596 |
|
|
|
17 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
Cost |
|
|
Fair Value |
|
|
Gain |
|
|
Loss |
|
Equity instruments |
|
|
1,752 |
|
|
|
2,139 |
|
|
|
388 |
|
|
|
1 |
|
Debt instruments |
|
|
79 |
|
|
|
80 |
|
|
|
1 |
|
|
|
|
|
Fund shares |
|
|
14 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,845 |
|
|
|
2,233 |
|
|
|
389 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of available-for-sale financial assets traded in an active market for the
years ended September 30, 2006 and 2005 were 2,701 and 356, respectively. Gross realized gains on
sales of such available-for-sale financial assets for the years ended September 30, 2006 and 2005
were 409 and 243, respectively. Gross realized losses on sales of such available-for-sale
financial assets for the years ended September 30, 2006 and 2005 were 7 and , respectively.
In April 2006, the Company completed the sale of its remaining interest in Infineon,
representing 136.3 million shares, for net proceeds of 1,127. The transaction resulted in a gain
of 33 (see Note 8). In connection with the sale, 50 was reclassified from Other components of
equity, net of income tax to net income. As a result of the transaction, the Company no longer owns
any shares of Infineon. As of September 30, 2005, the Company had an 18.2% ownership interest in
Infineon.
35
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In March 2006, the Company sold its remaining interest in Epcos, representing 8.2 million
shares, for net proceeds of 90. The transaction resulted in a pre-tax gain of 15 (see Note 8).
In fiscal 2006, the Company made total investments of 1,409 in debt instruments. Net proceeds
from the sale of debt instruments in fiscal 2006 totaled 986.
As part of the MD transaction, Siemens purchased 50 in Global Depositary Receipts (GDRs) on
common shares in BenQ in December 2005, which at that time represented a 2.4 percent investment in
BenQ. The GDR ´s were impaired by 20 as of September 30, 2006. The related impairment charge is
included in Financial income, net.
In November 2005, the Companys former operating Group, Com, sold its remaining interest in
Juniper, representing 22.8 million shares, for net proceeds of 465. The transaction resulted in a
pre-tax gain of 356, included in Income (loss) from discontinued operations, net of income taxes.
Fiscal 2005 includes the sale of 13 million shares of Juniper for net proceeds of 263 resulting in
a pre-tax gain of 208, reported in Income (loss) from discontinued operations, net of income
taxes.
Available-for-sale financial assets classified as non-current are included in Other financial
assets (see Note 18).
11. Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Trade receivables from the sale of goods and
services |
|
|
13,620 |
|
|
|
15,475 |
|
Receivables from finance leases |
|
|
1,482 |
|
|
|
1,488 |
|
Receivables from associated and related companies |
|
|
46 |
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
15,148 |
|
|
|
17,129 |
|
|
|
|
|
|
|
|
Related companies are those in which Siemens has an ownership interest of less than 20% and
exercises no significant influence over their operating and financial policies.
The valuation allowance on the Companys current and long-term receivables (see Notes 12 and
18) changed as follows:
|
|
|
|
|
|
|
|
|
|
|
Year
ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
Valuation
allowance as of beginning of fiscal year |
|
|
1,199 |
|
|
|
1,127 |
|
Increase (decrease) in valuation allowances recorded
in the income statement in the current period |
|
|
167 |
|
|
|
201 |
|
Write-offs charged against the allowance |
|
|
(263 |
) |
|
|
(185 |
) |
Recoveries of amounts previously written-off |
|
|
40 |
|
|
|
34 |
|
Foreign exchange translation differences |
|
|
(22 |
) |
|
|
22 |
|
Reclassification to assets held for disposal |
|
|
(165 |
) |
|
|
|
|
|
|
|
|
|
|
|
Valuation
allowance as of fiscal year-end |
|
|
956 |
|
|
|
1,199 |
|
|
|
|
|
|
|
|
Receivables from finance leases are presented in the balance sheet as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
2006 |
|
2005 |
Receivables from finance leases, current |
|
|
1,482 |
|
|
|
1,488 |
|
Receivables from finance leases, long-term portion |
|
|
2,969 |
|
|
|
2,899 |
|
36
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Minimum future lease payments to be received are as follows:
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
2007 |
|
|
1,679 |
|
2008 |
|
|
1,288 |
|
2009 |
|
|
860 |
|
2010 |
|
|
540 |
|
2011 |
|
|
310 |
|
Thereafter |
|
|
284 |
|
|
|
|
|
Minimum
future lease payments |
|
|
4,961 |
|
|
|
|
|
The following table shows a reconciliation of minimum future lease payments to the gross and
net investment in leases and to the present value of the minimum lease payments receivable:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Minimum future lease payments |
|
|
4,961 |
|
|
|
4,816 |
|
Plus: Unguaranteed residual values |
|
|
211 |
|
|
|
355 |
|
|
|
|
|
|
|
|
Gross investment in leases |
|
|
5,172 |
|
|
|
5,171 |
|
|
|
|
|
|
|
|
Less: Unearned finance income |
|
|
(605 |
) |
|
|
(645 |
) |
Less: Allowance for doubtful accounts |
|
|
(116 |
) |
|
|
(139 |
) |
|
|
|
|
|
|
|
Net investment in leases |
|
|
4,451 |
|
|
|
4,387 |
|
|
|
|
|
|
|
|
Less: Present value of unguaranteed residual value |
|
|
(152 |
) |
|
|
(253 |
) |
|
|
|
|
|
|
|
Present
value of minimum lease payments receivable |
|
|
4,299 |
|
|
|
4,134 |
|
|
|
|
|
|
|
|
The gross investment in leases and the present value of minimum lease payments receivable are
due as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
2006 |
|
|
2005 |
|
Gross investment in leases |
|
|
5,172 |
|
|
|
5,171 |
|
Within 1 year |
|
|
1,716 |
|
|
|
1,720 |
|
1 to 5 years |
|
|
3,147 |
|
|
|
3,150 |
|
Thereafter |
|
|
309 |
|
|
|
301 |
|
Present value of minimum lease payments receivable |
|
|
4,299 |
|
|
|
4,134 |
|
Within 1 year |
|
|
1,408 |
|
|
|
1,464 |
|
1 to 5 years |
|
|
2,661 |
|
|
|
2,476 |
|
Thereafter |
|
|
230 |
|
|
|
194 |
|
Investments in finance leases relate primarily to medical engineering, data processing
equipment and industrial and consumer products of third party manufacturers. Actual cash flows will
vary from contractual maturities due to future sales of finance receivables, prepayments and
write-offs.
See Note 4 for further information on Trade and other receivables reclassified to Assets
classified as held for disposal.
12. Other current financial assets
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Derivative financial instruments |
|
|
424 |
|
|
|
784 |
|
Loans receivable |
|
|
472 |
|
|
|
535 |
|
Receivables from associated and related companies |
|
|
239 |
|
|
|
258 |
|
Other |
|
|
1,235 |
|
|
|
1,481 |
|
|
|
|
|
|
|
|
|
|
|
2,370 |
|
|
|
3,058 |
|
|
|
|
|
|
|
|
37
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
13. Inventories
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Raw materials and supplies |
|
|
2,609 |
|
|
|
2,452 |
|
Work in process |
|
|
2,975 |
|
|
|
2,724 |
|
Costs and earnings in excess of billings on uncompleted contracts |
|
|
7,085 |
|
|
|
7,242 |
|
Finished goods and products held for resale |
|
|
2,544 |
|
|
|
2,696 |
|
Advances to suppliers |
|
|
667 |
|
|
|
558 |
|
|
|
|
|
|
|
|
|
|
|
15,880 |
|
|
|
15,672 |
|
Advance payments received |
|
|
(3,090 |
) |
|
|
(2,860 |
) |
|
|
|
|
|
|
|
|
|
|
12,790 |
|
|
|
12,812 |
|
|
|
|
|
|
|
|
Costs and earnings in excess of billings on uncompleted contracts relates to construction
contracts with net asset balances where contract costs plus recognized profits less recognized
losses exceed progress billings. Liabilities from contracts for which progress billings exceed
costs and recognized profits less recognized losses are recognized in Other current liabilities.
The aggregate amount of costs incurred and recognized profits less recognized losses for
construction contracts in progress as of September 30, 2006 and 2005 amounted to 37,518 and
31,756, respectively. Advance payments received on construction contracts in progress were 5,421
and 4,294 as of September 30, 2006 and 2005. Revenue from construction contracts amounted to
19,239 and 15,662, respectively for fiscal 2006 and 2005. Information concerning construction
contracts does not include disposal groups.
See Note 4 for further information on Inventories reclassified to Assets classified as held
for disposal.
14. Other current assets
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Other tax receivables |
|
|
722 |
|
|
|
815 |
|
Prepaid expenses |
|
|
269 |
|
|
|
295 |
|
Other |
|
|
283 |
|
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
1,274 |
|
|
|
1,472 |
|
|
|
|
|
|
|
|
38
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
15. Goodwill
Goodwill has changed as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Cost |
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
10,262 |
|
|
|
7,615 |
|
Translation differences and other |
|
|
(225 |
) |
|
|
175 |
|
Acquisitions and purchase accounting adjustments |
|
|
1,450 |
|
|
|
2,497 |
|
Adjustments from the subsequent recognition of deferred tax assets |
|
|
(35 |
) |
|
|
(20 |
) |
Dispositions and reclassifications to assets held for disposal |
|
|
(634 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
Balance at year-end |
|
|
10,818 |
|
|
|
10,262 |
|
|
|
|
|
|
|
|
Accumulated impairment losses |
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
1,441 |
|
|
|
1,139 |
|
Translation differences and other |
|
|
(47 |
) |
|
|
23 |
|
Impairment losses recognized during the period |
|
|
|
|
|
|
279 |
|
Dispositions and reclassifications to assets held for disposal |
|
|
(265 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at year-end |
|
|
1,129 |
|
|
|
1,441 |
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
8,821 |
|
|
|
6,476 |
|
Balance at year-end |
|
|
9,689 |
|
|
|
8,821 |
|
Impairment losses for the year ended September 30, 2005 include 17 which are reported in
Income (loss) from discontinued operations, net of income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dispositions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions |
|
|
and reclassi- |
|
|
|
|
|
|
|
|
|
|
Net book |
|
|
Translation |
|
|
and purchase |
|
|
fications to |
|
|
|
|
|
|
Net book |
|
|
|
value as of |
|
|
differences |
|
|
accounting |
|
|
assets held for |
|
|
Impair- |
|
|
value as of |
|
|
|
10/1/2005 |
|
|
and other |
|
|
adjustments* |
|
|
disposal |
|
|
ments |
|
|
9/30/2006 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications (Com) |
|
|
386 |
|
|
|
(13 |
) |
|
|
(4 |
) |
|
|
(369 |
) |
|
|
|
|
|
|
|
|
Siemens Business Services (SBS) |
|
|
126 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
127 |
|
Automation and Drives (A&D) |
|
|
926 |
|
|
|
(10 |
) |
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
994 |
|
Industrial Solutions and Services (I&S) |
|
|
915 |
|
|
|
(23 |
) |
|
|
204 |
|
|
|
|
|
|
|
|
|
|
|
1,096 |
|
Siemens Building Technologies (SBT) |
|
|
444 |
|
|
|
(9 |
) |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
556 |
|
Power Generation (PG) |
|
|
1,225 |
|
|
|
(21 |
) |
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
1,415 |
|
Power Transmission and Distribution (PTD) |
|
|
547 |
|
|
|
(4 |
) |
|
|
58 |
|
|
|
|
|
|
|
|
|
|
|
601 |
|
Transportation Systems (TS) |
|
|
173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173 |
|
Siemens VDO Automotive (SV) |
|
|
1,529 |
|
|
|
(1 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
1,530 |
|
Medical Solutions (Med) |
|
|
2,113 |
|
|
|
(95 |
) |
|
|
775 |
|
|
|
|
|
|
|
|
|
|
|
2,793 |
|
Osram |
|
|
86 |
|
|
|
(3 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
86 |
|
Other Operations |
|
|
220 |
|
|
|
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
188 |
|
Financing and Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens Financial Services (SFS) |
|
|
131 |
|
|
|
1 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
130 |
|
Siemens Real Estate (SRE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
8,821 |
|
|
|
(178 |
) |
|
|
1,415 |
|
|
|
(369 |
) |
|
|
|
|
|
|
9,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes adjustments from the subsequent recognition of deferred tax assets. |
39
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book |
|
|
Translation |
|
|
and purchase |
|
|
|
|
|
|
|
|
|
|
Net book |
|
|
|
value as of |
|
|
differences |
|
|
accounting |
|
|
Dispo- |
|
|
Impair- |
|
|
value as of |
|
|
|
10/1/2004 |
|
|
and other |
|
|
adjustments* |
|
|
sitions |
|
|
ments |
|
|
9/30/2005 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications (Com) |
|
|
315 |
|
|
|
13 |
|
|
|
75 |
|
|
|
|
|
|
|
17 |
|
|
|
386 |
|
Siemens Business Services (SBS) |
|
|
269 |
|
|
|
4 |
|
|
|
115 |
|
|
|
|
|
|
|
262 |
|
|
|
126 |
|
Automation and Drives (A&D) |
|
|
388 |
|
|
|
6 |
|
|
|
532 |
|
|
|
|
|
|
|
|
|
|
|
926 |
|
Industrial Solutions and Services (I&S) |
|
|
381 |
|
|
|
7 |
|
|
|
527 |
|
|
|
|
|
|
|
|
|
|
|
915 |
|
Siemens Building Technologies (SBT) |
|
|
415 |
|
|
|
8 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
444 |
|
Power Generation (PG) |
|
|
1,027 |
|
|
|
15 |
|
|
|
183 |
|
|
|
|
|
|
|
|
|
|
|
1,225 |
|
Power Transmission and Distribution
(PTD) |
|
|
320 |
|
|
|
14 |
|
|
|
213 |
|
|
|
|
|
|
|
|
|
|
|
547 |
|
Transportation Systems (TS) |
|
|
111 |
|
|
|
|
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
173 |
|
Siemens VDO Automotive (SV) |
|
|
1,524 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
1,529 |
|
Medical Solutions (Med) |
|
|
1,514 |
|
|
|
80 |
|
|
|
524 |
|
|
|
5 |
|
|
|
|
|
|
|
2,113 |
|
Osram |
|
|
78 |
|
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
86 |
|
Other Operations |
|
|
52 |
|
|
|
1 |
|
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
220 |
|
Financing and Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens Financial Services (SFS) |
|
|
82 |
|
|
|
|
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
131 |
|
Siemens Real Estate (SRE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
6,476 |
|
|
|
152 |
|
|
|
2,477 |
|
|
|
5 |
|
|
|
279 |
|
|
|
8,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes adjustments from the subsequent recognition of deferred tax assets. |
In
fiscal 2006, the net increase in goodwill was 868. The increase of 1,415 related to
acquisitions and purchase accounting adjustments was offset by (178) primarily for U.S.$ currency
translation differences and (369) of goodwill formerly at Com that was reclassified as part of
Assets classified as held for disposal. Meds acquisition of DPC increased goodwill by 751. For
further information on acquisitions, dispositions and discontinued operations see Note 4. No
goodwill was impaired or written off in fiscal 2006.
In
fiscal 2005, goodwill increased by 2,345. The increase of 152 in foreign currency
translation and other adjustments results primarily from the strengthening of the U.S. $ against
the euro. The VA Tech acquisition resulted in additions to goodwill of 920. Meds acquisition of
CTI, and A&Ds acquisition of Flender increased goodwill by 539 and 445, respectively.
Siemens tests at least annually whether goodwill suffered any impairment, in accordance with
the accounting policy stated in Note 2. Key assumptions on which management has based its
determinations of the recoverable amount for the divisions carrying goodwill include growth rates
up to 3% and after-tax discount rates of 6.5% to 8.5%. Where possible, reference to market prices
is made.
Within the Operations Groups the following divisions are allocated a significant amount of
goodwill: Health Services division within Med in an amount of 864 (2005: 906), Industrial
Applications division within PG in an amount of 658 (2005: 650) and Interior & Infotainment
division within SV in an amount of 626 (2005: 626).
During the fourth quarter of fiscal 2005, the Company recorded a goodwill impairment of 262,
which is included in Other operating expense. Based on the results of the Companys analysis of
projects at SBSs cash-generating unit Operation-Related Services (ORS) in connection with changing
markets, competition in outsourcing business and structural challenges to attaining originally
targeted profitability, the Company revised its related business plan and concluded that goodwill
of ORS was impaired. Significant cost pressure due to excess capacity, the necessity for
restructuring efforts and the need for new investments in order to achieve a competitive market
position caused the Company to reassess its estimated future cash flows from its ORS business to a
level materially below earlier estimates. The fair value of the cash-generating unit was estimated
using the present value of expected future cash flows. The growth rate used in this
calculation was 2% and the after-tax discount rate 7.8%.
40
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
16. Other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
book |
|
|
|
|
|
|
book |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value |
|
|
Accumulated |
|
|
value |
|
|
Amortization |
|
|
|
|
|
|
|
Translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
as of |
|
|
amortization |
|
|
as of |
|
|
during fiscal |
|
|
|
10/1/05 |
|
|
differences |
|
|
Additions |
|
|
Retirements* |
|
|
9/30/06 |
|
|
amortization |
|
|
9/30/06 |
|
|
10/1/05 |
|
|
10/1/05 |
|
|
year 2006 |
|
Software and other
internally generated
intangible assets |
|
|
2,675 |
|
|
|
(49 |
) |
|
|
647 |
|
|
|
955 |
|
|
|
2,318 |
|
|
|
1,320 |
|
|
|
998 |
|
|
|
1,585 |
|
|
|
1,090 |
|
|
|
427 |
|
Patents, licenses and
similar rights |
|
|
3,729 |
|
|
|
(64 |
) |
|
|
649 |
|
|
|
239 |
|
|
|
4,075 |
|
|
|
1,688 |
|
|
|
2,387 |
|
|
|
1,502 |
|
|
|
2,227 |
|
|
|
364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets |
|
|
6,404 |
|
|
|
(113 |
) |
|
|
1,296 |
|
|
|
1,194 |
|
|
|
6,393 |
|
|
|
3,008 |
|
|
|
3,385 |
|
|
|
3,087 |
|
|
|
3,317 |
|
|
|
791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes Other intangible assets reclassified to Assets classified as held for disposal (see
Note 4 for further information). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
book |
|
|
|
|
|
|
book |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value |
|
|
Accumulated |
|
|
value |
|
|
Amortization |
|
|
|
|
|
|
|
Translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
as of |
|
|
amortization |
|
|
as of |
|
|
during fiscal |
|
|
|
10/1/04 |
|
|
differences |
|
|
Additions |
|
|
Retirements* |
|
|
9/30/05 |
|
|
amortization |
|
|
9/30/05 |
|
|
10/1/04 |
|
|
10/1/04 |
|
|
year 2005 |
|
Software and other
internally generated
intangible assets |
|
|
2,234 |
|
|
|
35 |
|
|
|
560 |
|
|
|
154 |
|
|
|
2,675 |
|
|
|
1,585 |
|
|
|
1,090 |
|
|
|
1,121 |
|
|
|
1,113 |
|
|
|
522 |
|
Patents, licenses and
similar rights |
|
|
2,777 |
|
|
|
32 |
|
|
|
1,051 |
|
|
|
131 |
|
|
|
3,729 |
|
|
|
1,502 |
|
|
|
2,227 |
|
|
|
1,195 |
|
|
|
1,582 |
|
|
|
298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets |
|
|
5,011 |
|
|
|
67 |
|
|
|
1,611 |
|
|
|
285 |
|
|
|
6,404 |
|
|
|
3,087 |
|
|
|
3,317 |
|
|
|
2,316 |
|
|
|
2,695 |
|
|
|
820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes Other intangible assets reclassified to Assets classified as held for disposal (see
Note 4 for further information). |
Amortization expense for the years ended September 30, 2006 and 2005 includes 131 and
218, respectively, reported in Income (loss) from discontinued operations, net of income taxes.
Amortization expense on intangible assets is included in Cost of goods sold and services
rendered, Research and development expenses or Marketing, selling and general administrative
expenses, depending on the use of the asset.
The estimated amortization expense of Other intangible assets for the next five fiscal years
is as follows:
|
|
|
|
|
Fiscal year |
|
|
|
|
2007 |
|
|
538 |
|
2008 |
|
|
482 |
|
2009 |
|
|
381 |
|
2010 |
|
|
290 |
|
2011 |
|
|
273 |
|
41
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
17. Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
Net |
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
book |
|
Accu- |
|
book |
|
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value |
|
mulated |
|
value |
|
impairment |
|
|
|
|
|
Translation |
|
|
|
|
|
Reclassi- |
|
|
|
|
|
|
|
|
Accumulated |
|
as of |
|
depreciation |
|
as of |
|
during fiscal |
|
|
10/1/05 |
|
differences |
|
|
Additions |
|
fications |
|
|
Retirements* |
|
9/30/06 |
|
depreciation |
|
9/30/06 |
|
10/1/05 |
|
10/1/05 |
|
year 2006 |
Land and buildings |
|
|
9,873 |
|
|
(102 |
) |
|
|
584 |
|
|
200 |
|
|
|
755 |
|
|
9,800 |
|
|
4,807 |
|
|
4,993 |
|
|
4,878 |
|
|
4,995 |
|
|
308 |
Technical machinery
and equipment |
|
|
9,758 |
|
|
(119 |
) |
|
|
739 |
|
|
342 |
|
|
|
940 |
|
|
9,780 |
|
|
6,709 |
|
|
3,071 |
|
|
6,757 |
|
|
3,001 |
|
|
694 |
Furniture and office
equipment |
|
|
9,895 |
|
|
(122 |
) |
|
|
1,151 |
|
|
58 |
|
|
|
2,576 |
|
|
8,406 |
|
|
6,467 |
|
|
1,939 |
|
|
7,635 |
|
|
2,260 |
|
|
1,043 |
Equipment leased to
others |
|
|
1,656 |
|
|
(45 |
) |
|
|
672 |
|
|
11 |
|
|
|
680 |
|
|
1,614 |
|
|
644 |
|
|
970 |
|
|
786 |
|
|
870 |
|
|
196 |
Advances to suppliers
and construction in
progress |
|
|
891 |
|
|
(15 |
) |
|
|
963 |
|
|
(611 |
) |
|
|
128 |
|
|
1,100 |
|
|
1 |
|
|
1,099 |
|
|
5 |
|
|
886 |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and
equipment |
|
|
32,073 |
|
|
(403 |
) |
|
|
4,109 |
|
|
|
|
|
|
5,079 |
|
|
30,700 |
|
|
18,628 |
|
|
12,072 |
|
|
20,061 |
|
|
12,012 |
|
|
2,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes Property, plant and equipment reclassified to Assets classified as held for disposal
(see Note 4 for further information). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
Net |
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
book |
|
Accu- |
|
book |
|
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value |
|
mulated |
|
value |
|
impairment |
|
|
|
|
|
Translation |
|
|
|
|
Reclassi- |
|
|
|
|
|
|
|
|
Accumulated |
|
as of |
|
depreciation |
|
as of |
|
during fiscal |
|
|
10/1/04 |
|
differences |
|
Additions |
|
fications |
|
|
Retirements* |
|
9/30/05 |
|
depreciation |
|
9/30/05 |
|
10/1/04 |
|
10/1/04 |
|
year 2005 |
Land and buildings |
|
|
9,162 |
|
|
89 |
|
|
987 |
|
|
81 |
|
|
|
446 |
|
|
9,873 |
|
|
4,878 |
|
|
4,995 |
|
|
4,516 |
|
|
4,646 |
|
|
360 |
Technical
machinery and
equipment |
|
|
8,690 |
|
|
166 |
|
|
1,206 |
|
|
225 |
|
|
|
529 |
|
|
9,758 |
|
|
6,757 |
|
|
3,001 |
|
|
5,987 |
|
|
2,703 |
|
|
685 |
Furniture and
office equipment |
|
|
9,608 |
|
|
149 |
|
|
1,805 |
|
|
201 |
|
|
|
1,868 |
|
|
9,895 |
|
|
7,635 |
|
|
2,260 |
|
|
7,498 |
|
|
2,110 |
|
|
1,110 |
Equipment leased
to others |
|
|
1,472 |
|
|
56 |
|
|
532 |
|
|
(82 |
) |
|
|
322 |
|
|
1,656 |
|
|
786 |
|
|
870 |
|
|
819 |
|
|
653 |
|
|
168 |
Advances to
suppliers and
construction in
progress |
|
|
571 |
|
|
21 |
|
|
768 |
|
|
(425 |
) |
|
|
44 |
|
|
891 |
|
|
5 |
|
|
886 |
|
|
|
|
|
571 |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant
and equipment |
|
|
29,503 |
|
|
481 |
|
|
5,298 |
|
|
|
|
|
|
3,209 |
|
|
32,073 |
|
|
20,061 |
|
|
12,012 |
|
|
18,820 |
|
|
10,683 |
|
|
2,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes Property, plant and equipment reclassified to Assets classified as held for disposal
(see Note 4 for further information). |
Depreciation and impairment expense for the years ended September 30, 2006 and 2005
includes 170 and 269, respectively, reported in Income (loss) from discontinued operations, net
of income taxes.
The
carrying amount of investment property amounts to 129 and 146 compared to a fair value
of 247 and 246 as of September 30, 2006 and 2005, respectively. The fair value is primarily based
on a discounted cash flow approach and in rare cases on appraisal values.
In fiscal 2005, as a result of a corporate-level strategic plan concerning the DI and MHP
businesses, updated cash flow projections based on revised operating plans were used to determine
whether an impairment was necessary (see also Note 4). As the carrying amounts of the assets and
units exceeded their recoverable amounts, an impairment charge of 98 was recorded. The impairment
charge is included in Cost of goods sold and services rendered.
42
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
18. Other financial assets
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Receivables from finance leases (see Note 11) |
|
|
2,969 |
|
|
|
2,899 |
|
Available-for-sale financial assets |
|
|
854 |
|
|
|
813 |
|
Loans receivable |
|
|
452 |
|
|
|
736 |
|
Trade receivables from sale of goods and services
|
|
|
282 |
|
|
|
571 |
|
Derivative financial instruments |
|
|
222 |
|
|
|
28 |
|
Other |
|
|
263 |
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
5,042 |
|
|
|
5,227 |
|
|
|
|
|
|
|
|
Available-for-sale financial assets include interests in other companies that are recorded at
cost or at fair value if reliably measurable. Derivative financial instruments included in this
item represent the non-current portion of derivatives designated as hedging instruments, for which
hedge accounting is applied.
19. Other current financial liabilities
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Derivative financial instruments |
|
|
397 |
|
|
|
1,123 |
|
Liabilities to associated and related companies |
|
|
318 |
|
|
|
334 |
|
Accrued interest expense |
|
|
157 |
|
|
|
136 |
|
Other |
|
|
163 |
|
|
|
236 |
|
|
|
|
|
|
|
|
|
|
|
1,035 |
|
|
|
1,829 |
|
|
|
|
|
|
|
|
Derivative financial instruments includes, as of September 30, 2005, an amount of 661
related
to the conversion right of convertible notes (see Note 21).
20. Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Billings in excess of costs and estimated earnings on
uncompleted contracts and related advances |
|
|
6,174 |
|
|
|
4,752 |
|
Payroll and social security taxes |
|
|
1,906 |
|
|
|
2,423 |
|
Bonus obligations |
|
|
1,070 |
|
|
|
1,202 |
|
Other employee related costs |
|
|
2,996 |
|
|
|
2,837 |
|
Other tax liabilities |
|
|
1,263 |
|
|
|
1,053 |
|
Deferred income |
|
|
394 |
|
|
|
692 |
|
Other |
|
|
2,682 |
|
|
|
3,480 |
|
|
|
|
|
|
|
|
|
|
|
16,485 |
|
|
|
16,439 |
|
|
|
|
|
|
|
|
Other employee related costs primarily includes vacation payments, accrued overtime and
service anniversary awards, as well as severance payments.
43
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
21. Debt
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Short-term |
|
|
|
|
|
|
|
|
Notes and bonds |
|
|
1,149 |
|
|
|
1,621 |
|
Loans from banks |
|
|
659 |
|
|
|
673 |
|
Other financial indebtedness |
|
|
314 |
|
|
|
1,612 |
|
Obligations under finance leases |
|
|
53 |
|
|
|
89 |
|
|
|
|
|
|
|
|
Short-term debt and current maturities of long-term debt |
|
|
2,175 |
|
|
|
3,995 |
|
Long-term |
|
|
|
|
|
|
|
|
Notes and bonds (maturing 20072066) |
|
|
12,008 |
|
|
|
6,430 |
|
Loans from banks (maturing 20072016) |
|
|
342 |
|
|
|
613 |
|
Other financial indebtedness (maturing 20072018) |
|
|
508 |
|
|
|
733 |
|
Obligations under finance leases |
|
|
264 |
|
|
|
264 |
|
|
|
|
|
|
|
|
Long-term debt |
|
|
13,122 |
|
|
|
8,040 |
|
|
|
|
|
|
|
|
|
|
|
15,297 |
|
|
|
12,035 |
|
|
|
|
|
|
|
|
As of September 30, 2006, weighted-average interest rates for loans from banks, other
financial indebtedness and obligations under finance leases were 5.0% (2005: 4.5%), 4.4% (2005:
4.1%) and 6.0% (2005: 6.1%), respectively. In some countries, the Company has pledged securities
and executed promissory notes to secure borrowings in conformity with local practice.
Commercial
paper
The Company has agreements with financial institutions under which it may issue up to 3.0
billion of commercial paper and U.S.$ 5.0 billion (approximately 3.9 billion) of commercial paper.
As of September 30, 2006 and 2005, outstanding commercial paper totaled and 1,484 (interest
rates from 3.00% to 3.87%), respectively.
Credit
facilities
The credit facilities at September 30, 2006 consisted of approximately 7.6 billion in unused
committed lines of credit. These include a U.S.$5.0 billion syndicated multi-currency revolving
credit facility expiring March 2012 provided by a syndicate of international banks and a revolving
credit facility for an aggregate amount of 450 expiring in September 2012 provided by a domestic
bank. In addition, in August 2006, the Company established a U.S.$4.0 billion syndicated
multi-currency term loan and revolving credit facility expiring August 2013 provided by a syndicate
of international banks. The facility comprises a U.S.$1.0 billion term loan and a U.S.$3.0 billion
revolving tranche. Borrowings under these credit facilities bear interest of 0.15% above either
EURIBOR (Euro Interbank Offered Rate) in case of a drawdown in euros, or LIBOR (London Interbank
Offered Rate) in case of a drawdown in one of the other currencies agreed on. As of September 30,
2006 and 2005, the full amounts of these lines of credit remained unused. Commitment fees for the
years ended September 30, 2006 and 2005 totaled approximately 2 and 3, respectively. The
facilities are for general business purposes.
Notes
and bonds
The Company has agreements with financial institutions under which it may issue up to 5.0
billion in medium-term notes. In March 2006, the Company updated its 5.0 billion medium-term note
program and issued U.S.$ 1.0 billion under this program comprising U.S.$ 500 million floating rate
notes due March 2012, bearing interest of 0.15% above LIBOR and U.S.$ 500 million 5.625% notes due
March 2016. As of September 30, 2006 and 2005, approximately 1.7 billion and 1 billion,
respectively, were outstanding under this medium-term note program.
44
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In August 2006, the Company issued U.S.$5.0 billion notes, which are unconditional and
irrevocably guaranteed as to payment of principal and interest by Siemens. These notes were issued
in four tranches of
|
|
|
U.S.$750 million Floating Rate Notes (U.S.$ LIBOR + 0.05%) due August 14, 2009, |
|
|
|
|
U.S.$750 million 5.5% Notes due February 16, 2012, |
|
|
|
|
U.S.$1.75 billion 5.75% Notes due October 17, 2016 and |
|
|
|
|
U.S.$1.75 billion 6.125% Notes due August 17, 2026. |
For the floating rate notes the Company may, on or after February 14, 2008, redeem all or some
of the Notes at the early redemption amount, according to the conditions of the bond. For the fixed
rate notes, the Company may redeem at any time all or some of the notes at the early redemption
amount (call) according to the conditions of the bond.
In September 2006, the Company issued a subordinated Hybrid Capital Bond, which is on a
subordinated basis guaranteed by Siemens. The subordinated bond was issued in a EUR tranche of 900
and a British pound tranche of £750 million, both with a legal final maturity on September 14, 2066
and with a call option for Siemens after 10 years or thereafter. The bonds bear a fixed interest
rate (5.25% for the EUR tranche and 6.125% for the British pound tranche) until September 14, 2016,
thereafter, floating rate interest according to the conditions of the bond.
Details of the Companys notes and bonds are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
Currency |
|
|
|
Currency |
|
|
|
(notional amount) |
|
|
* |
|
|
(notional amount) |
|
|
* |
|
5.0% 2001/2006 EUR bonds |
|
|
|
|
|
|
|
|
|
|
|
EUR |
|
|
1,595 |
|
|
|
1,621 |
|
2.5% 2001/2007 Swiss franc bonds |
|
CHF |
|
|
250 |
|
|
|
158 |
|
|
CHF |
|
|
250 |
|
|
|
162 |
|
5.5% 1997/2007 EUR bonds |
|
EUR |
|
|
991 |
|
|
|
991 |
|
|
EUR |
|
|
991 |
|
|
|
991 |
|
6% 1998/2008 U.S.$ notes |
|
USD |
|
|
970 |
|
|
|
798 |
|
|
USD |
|
|
970 |
|
|
|
864 |
|
U.S.$ LIBOR+0.05% 2006/2009 U.S.$ notes |
|
USD |
|
|
750 |
|
|
|
592 |
|
|
|
|
|
|
|
|
|
|
|
1.375% 2003/2010 EUR convertible notes |
|
EUR |
|
|
2,497 |
|
|
|
2,252 |
|
|
EUR |
|
|
2,500 |
|
|
|
2,194 |
|
11% 2003/2010 EUR senior notes |
|
EUR |
|
|
56 |
|
|
|
61 |
|
|
EUR |
|
|
74 |
|
|
|
86 |
|
5.75% 2001/2011 EUR bonds |
|
EUR |
|
|
2,000 |
|
|
|
2,109 |
|
|
EUR |
|
|
2,000 |
|
|
|
2,133 |
|
5.5% 2006/2012 U.S.$ notes |
|
USD |
|
|
750 |
|
|
|
599 |
|
|
|
|
|
|
|
|
|
|
|
U.S.$ LIBOR+0.15% 2006/2012 U.S.$ notes |
|
USD |
|
|
500 |
|
|
|
394 |
|
|
|
|
|
|
|
|
|
|
|
5.75% 2006/2016 U.S.$ notes |
|
USD |
|
|
1,750 |
|
|
|
1,408 |
|
|
|
|
|
|
|
|
|
|
|
5.625% 2006/2016 U.S.$ notes |
|
USD |
|
|
500 |
|
|
|
398 |
|
|
|
|
|
|
|
|
|
|
|
6.125% 2006/2026 U.S.$ notes |
|
USD |
|
|
1,750 |
|
|
|
1,419 |
|
|
|
|
|
|
|
|
|
|
|
5.25% 2006/2066 EUR bonds |
|
EUR |
|
|
900 |
|
|
|
891 |
|
|
|
|
|
|
|
|
|
|
|
6.125% 2006/2066 GBP bonds |
|
GBP |
|
|
750 |
|
|
|
1,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,157 |
|
|
|
|
|
|
|
|
|
8,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes adjustments for fair value hedge accounting. |
In
fiscal 2006, Siemens redeemed the outstanding amount of
1.6 billion of the 5% -bond,
which was due on July 4, 2006.
The Company maintains approximately 2.5 billion of convertible notes through its wholly owned
Dutch subsidiary, Siemens Finance B.V., which are fully and unconditionally guaranteed by Siemens
AG. The convertible notes have a 1.375% coupon and are convertible into approximately 44.5 million
shares of Siemens AG at a conversion price of 56.1681 per share, which is subject to change under
certain circumstances. The conversion right is contingently exercisable by the holders upon the
occurrence of one of several conditions, including, upon the Companys share price having exceeded
110% of the conversion price on at least 20 trading days in a period of 30 consecutive trading days
ending on the last trading day of any calendar quarter. This condition was met in the first quarter
of fiscal 2004. Due to the cash settlement option the conversion right component is considered a
derivative instrument recognized at fair value, which is reported in
Other current financial liabilities as of September 30, 2005.
45
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In fiscal 2006, approximately 3 of convertible
notes were exercised and were settled primarily in cash. In the third quarter of fiscal 2006, the
Company irrevocably waived its option to pay a cash amount in lieu of the delivery of shares upon
exercise of the conversion right. Immediately before notification of such waiver, the derivative
component was remeasured for the last time through profit or loss and reclassified to Additional
paid-in capital (see Note 25). The Company may, at any time from June 18, 2007, redeem the notes
outstanding at their principal amount together with interest accrued thereon, if Siemens share
price exceeds 130% of the conversion price on any 15 of 30 consecutive trading days before notice
of early redemption. Unless previously redeemed, converted or repurchased and cancelled, the notes
mature on June 4, 2010.
In connection with the acquisition of Flender in fiscal 2005 (see Note 4), Siemens assumed a
250, 11% senior note due 2010, of which the Company repurchased approximately 194. The
Company has an option to repurchase the remaining 56 outstanding senior note on and after
August 1, 2007 at contractually defined prices.
In fiscal 2005, the Company redeemed and retired the remainder of the Siemens Nederland N.V.
1.0% exchangeable notes into shares of Infineon Technologies AG with a notional amount of 596.
As of September 30, 2006, the aggregate amounts of indebtedness maturing during the next five
years and thereafter are as follows (excluding finance leases which are disclosed separately):
|
|
|
|
|
Fiscal year |
|
|
|
|
2007 |
|
|
2,122 |
|
2008 |
|
|
1,088 |
|
2009 |
|
|
637 |
|
2010 |
|
|
2,307 |
|
2011 |
|
|
2,223 |
|
Thereafter |
|
|
6,603 |
|
|
|
|
|
|
|
|
14,980 |
|
|
|
|
|
Other financial indebtedness
Other
financial indebtedness includes 512 and 520, as of September 30, 2006 and 2005,
respectively, for the Companys continuing involvement in certain real estate assets sold or
transferred in which Siemens has retained significant risks and rewards of ownership, including
circumstances in which Siemens participates directly or indirectly in the change in market value of
the property. Therefore, these transactions have been accounted for as financing obligations. These
real estate properties are carried on the Companys Consolidated Balance Sheets and no sale and
profit has been recognized.
Obligations under finance leases
As of September 30, 2006 and 2005, the finance lease liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Present |
|
|
|
|
|
|
|
|
|
|
Present |
|
|
|
|
|
|
|
|
|
|
|
value of |
|
|
|
|
|
|
|
|
|
|
value of |
|
|
|
Minimum |
|
|
|
|
|
|
minimum |
|
|
Minimum |
|
|
|
|
|
|
minimum |
|
|
|
lease |
|
|
Unamortized |
|
|
lease |
|
|
lease |
|
|
Unamortized |
|
|
lease |
|
|
|
payment |
|
|
interest |
|
|
payment |
|
|
payment |
|
|
interest |
|
|
payment |
|
Due |
|
obligation |
|
|
expense |
|
|
obligation |
|
|
obligation |
|
|
expense |
|
|
obligation |
|
Within 1 year |
|
|
73 |
|
|
|
20 |
|
|
|
53 |
|
|
|
108 |
|
|
|
19 |
|
|
|
89 |
|
1 to 2 years |
|
|
68 |
|
|
|
17 |
|
|
|
51 |
|
|
|
53 |
|
|
|
15 |
|
|
|
38 |
|
2 to 3 years |
|
|
40 |
|
|
|
14 |
|
|
|
26 |
|
|
|
47 |
|
|
|
14 |
|
|
|
33 |
|
3 to 4 years |
|
|
37 |
|
|
|
14 |
|
|
|
23 |
|
|
|
42 |
|
|
|
13 |
|
|
|
29 |
|
4 to 5 years |
|
|
69 |
|
|
|
13 |
|
|
|
56 |
|
|
|
45 |
|
|
|
13 |
|
|
|
32 |
|
Thereafter |
|
|
121 |
|
|
|
13 |
|
|
|
108 |
|
|
|
150 |
|
|
|
18 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
408 |
|
|
|
91 |
|
|
|
317 |
|
|
|
445 |
|
|
|
92 |
|
|
|
353 |
|
Less: Current portion |
|
|
|
|
|
|
|
|
|
|
(53 |
) |
|
|
|
|
|
|
|
|
|
|
(89 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
22. Pension plans and similar commitments
Pension benefits provided by Siemens are currently organized primarily through defined benefit
pension plans which cover virtually all of the Companys domestic employees and many of the
Companys foreign employees. To reduce the risk exposure to Siemens arising from its pension plans,
the Company has implemented new plans whose benefits are predominantly based on contributions made
by the Company. In order to fund Siemens pension obligations, the Companys major pension plans
are funded with assets in segregated pension entities. Furthermore, the Company provides other
post-employment benefits, which primarily consist of transition payments to German employees after
retirement as well as post-employment health care and life insurance benefits to U.S. employees.
These predominantly unfunded other post-employment benefit plans qualify as defined benefit plans
under IFRS.
In addition to the above, the Company has foreign defined contribution plans for pensions and
other post-employment benefits. The recognition of a liability is not required because the
obligation of the Company is limited to the payment of the contributions into these plans.
Accounting for defined benefit plans
Consolidated Balance Sheets
Defined benefit plans determine the entitlements of their beneficiaries. An employees final
benefit entitlement at regular retirement age may be higher than the fixed benefits at the balance
sheet date due to future compensation or benefit increases. The net present value of this ultimate
future benefit entitlement for service already rendered is represented by the Defined Benefit
Obligation (DBO), which is actuarially calculated with consideration for future compensation
increases.
In the case of unfunded plans, the recognized pension liability is equal to the DBO adjusted
by unrecognized past service cost. In the case of funded plans, the fair value of the plan assets
is offset against the benefit obligations. The net amount, after adjusting for the effects of
unrecognized past service cost and any asset ceiling, is recognized as pension liability or pension
asset.
The Consolidated Balance Sheets include the following significant components related to
pension plans and similar commitments based upon the situation as of September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Principal pension benefit plans |
|
|
3,054 |
|
|
|
3,533 |
|
Principal other post-employment benefit plans |
|
|
844 |
|
|
|
900 |
|
Other |
|
|
1,566 |
|
|
|
1,028 |
|
Reclassification to liabilities held for disposal |
|
|
(381 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
Liabilities for pension plans and similar commitments |
|
|
5,083 |
|
|
|
5,460 |
|
|
|
|
|
|
|
|
Consolidated Statements of Income
The recognized expense related to pension plans and similar commitments in the Consolidated
Statements of Income is referred to as net periodic benefit cost (NPBC) and consists of several
separately calculated and presented components. NPBC is comprised of the service cost, which is the
actuarial net present value of the part of the DBO for the service rendered in the respective
fiscal year; the interest cost for the expense derived from the addition of accrued interest on the
DBO at the end of the preceding fiscal year on the basis of the identified discount rate; and the
expected return on plan assets in the case of funded benefit plans. Past service cost is amortized
on a straight-line basis over the average vesting period of the related benefits.
In the Consolidated Statements of Income, interest cost and the income from the expected
return on plan assets are reported as part of Financial income, net. All other components of NPBC
are allocated among functional costs (Cost of goods sold and services rendered, Research and development expenses,
Marketing, selling and general administrative expenses), according to the function of the employee
groups accruing benefits.
In the Consolidated Statements of Income, NPBC expenses before income taxes for the Companys
principal pension and other post-employment benefits in fiscal 2006 aggregated to 578 compared
to 460 in the previous fiscal year. Thereof 68 and 69 related to discontinued
operations in fiscal 2006
and 2005, respectively.
47
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Consolidated Statements of Income and Expense recognized in Equity
Actuarial gains and losses, resulting for example from an adjustment of the discount rate or
from a difference between actual and expected return on plan assets, are recognized in the
Consolidated Statements of Income and Expense recognized in Equity in the year in which they occur.
They are recorded in their entirety directly in equity.
Consolidated Statements of Cash Flow
The Company makes payments directly to the participants in the case of unfunded benefit plans
and the payments are included in net cash used in operating activities. For funded pension plans,
the participants are paid by the external pension fund and accordingly these payments are cash
neutral to the Company. In this case, the Companys regular funding and supplemental cash
contributions result in net cash used in operating activities.
In the Consolidated Statements of Cash Flow, the Companys principal pension and other
post-employment benefits resulted in net cash used in operating activities of 797 compared to
2,082 in the previous fiscal year.
Principal pension benefits
The principal pension benefit plans cover approximately 535,000 participants, including
252,000 active employees, 91,000 former employees with vested benefits and 192,000 retirees and
surviving dependents. Individual benefits are generally based on eligible compensation levels
and/or ranking within the Company hierarchy and years of service. Retirement benefits under these
plans vary depending on legal, fiscal and economic requirements in each country. The majority of
Siemens active employees in Germany participate in a recently introduced pension scheme, the BSAV
(Beitragsorientierte Siemens Altersversorgung). The BSAV is a fully funded defined benefit pension
plan whose benefits are predominantly based on contributions made by the company and returns earned
on such contributions, subject to a minimum return guaranteed by the Company. The BSAV is funded
via the BSAV Trust. In connection with the implementation of the BSAV, benefits provided under
defined benefit pension plans funded via the Siemens German Pension Trust were modified to
substantially eliminate the effects of compensation increases.
The Companys principal pension benefit plans are explicitly explained in the subsequent
sections with regard to:
|
|
|
Pension obligations and funded status, |
|
|
|
|
Components of NPBC, |
|
|
|
|
Amounts recognized in the Consolidated Statements of Income and Expense recognized in Equity, |
|
|
|
|
Assumptions used for the calculation of the DBO and NPBC, |
|
|
|
|
Sensitivity analysis, |
|
|
|
|
Plan assets, |
|
|
|
|
Pension plan funding, and |
|
|
|
|
Pension benefit payments. |
The Company did not have any asset ceiling in its principal pension benefit plans, neither in
fiscal 2006 nor in 2005.
48
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Pension benefits: Pension obligations and funded status
A reconciliation of the funded status of the principal pension benefit plans to the amounts
recognized in the Consolidated Balance Sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Fair value of plan assets |
|
|
23,755 |
|
|
|
15,023 |
|
|
|
8,732 |
|
|
|
21,581 |
|
|
|
14,349 |
|
|
|
7,232 |
|
Total defined benefit obligation |
|
|
26,696 |
|
|
|
16,372 |
|
|
|
10,324 |
|
|
|
24,972 |
|
|
|
15,932 |
|
|
|
9,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit obligation (funded) |
|
|
26,481 |
|
|
|
16,372 |
|
|
|
10,109 |
|
|
|
24,763 |
|
|
|
15,932 |
|
|
|
8,831 |
|
Defined benefit obligation (unfunded) |
|
|
215 |
|
|
|
|
|
|
|
215 |
|
|
|
209 |
|
|
|
|
|
|
|
209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status* |
|
|
(2,941 |
) |
|
|
(1,349 |
) |
|
|
(1,592 |
) |
|
|
(3,391 |
) |
|
|
(1,583 |
) |
|
|
(1,808 |
) |
Germany |
|
|
(1,349 |
) |
|
|
|
|
|
|
|
|
|
|
(1,583 |
) |
|
|
|
|
|
|
|
|
U.S. |
|
|
(559 |
) |
|
|
|
|
|
|
|
|
|
|
(689 |
) |
|
|
|
|
|
|
|
|
U.K. |
|
|
(733 |
) |
|
|
|
|
|
|
|
|
|
|
(797 |
) |
|
|
|
|
|
|
|
|
Other |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
(322 |
) |
|
|
|
|
|
|
|
|
Unrecognized past service cost (benefits) |
|
|
(84 |
) |
|
|
|
|
|
|
(84 |
) |
|
|
(116 |
) |
|
|
(24 |
) |
|
|
(92 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
(3,025 |
) |
|
|
(1,349 |
) |
|
|
(1,676 |
) |
|
|
(3,507 |
) |
|
|
(1,607 |
) |
|
|
(1,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the Consolidated
Balance Sheets consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension asset |
|
|
29 |
|
|
|
|
|
|
|
29 |
|
|
|
26 |
|
|
|
|
|
|
|
26 |
|
Pension liability |
|
|
(3,054 |
) |
|
|
(1,349 |
) |
|
|
(1,705 |
) |
|
|
(3,533 |
) |
|
|
(1,607 |
) |
|
|
(1,926 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
(3,025 |
) |
|
|
(1,349 |
) |
|
|
(1,676 |
) |
|
|
(3,507 |
) |
|
|
(1,607 |
) |
|
|
(1,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Funded status: The funded status shows the surplus (deficit) of the DBO relative to
the plan assets as of the balance sheet date. The DBO is calculated based on the projected
unit credit method and reflects the net present value as of the balance sheet date of the
accumulated pension entitlements of active employees, former employees with vested rights
and of retirees and their surviving dependents with consideration of future compensation
and pension increases. |
A detailed reconciliation of the changes in the DBO for fiscal 2006 and 2005 as well as
additional information by country is provided in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Change in defined benefit obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit obligation at beginning
of year |
|
|
24,972 |
|
|
|
15,932 |
|
|
|
9,040 |
|
|
|
21,351 |
|
|
|
13,851 |
|
|
|
7,500 |
|
Foreign currency exchange rate changes |
|
|
(206 |
) |
|
|
|
|
|
|
(206 |
) |
|
|
157 |
|
|
|
|
|
|
|
157 |
|
Service cost |
|
|
715 |
|
|
|
388 |
|
|
|
327 |
|
|
|
594 |
|
|
|
307 |
|
|
|
287 |
|
Interest cost |
|
|
1,125 |
|
|
|
679 |
|
|
|
446 |
|
|
|
1,123 |
|
|
|
726 |
|
|
|
397 |
|
Settlements and curtailment |
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Plan participants contributions |
|
|
49 |
|
|
|
|
|
|
|
49 |
|
|
|
46 |
|
|
|
|
|
|
|
46 |
|
Amendments and other |
|
|
1,509 |
|
|
|
443 |
|
|
|
1,066 |
|
|
|
(92 |
) |
|
|
|
|
|
|
(92 |
) |
Actuarial (gains) losses |
|
|
(179 |
) |
|
|
(196 |
) |
|
|
17 |
|
|
|
2,367 |
|
|
|
1,736 |
|
|
|
631 |
|
Acquisitions |
|
|
146 |
|
|
|
59 |
|
|
|
87 |
|
|
|
562 |
|
|
|
138 |
|
|
|
424 |
|
Divestments |
|
|
(309 |
) |
|
|
(145 |
) |
|
|
(164 |
) |
|
|
(104 |
) |
|
|
(75 |
) |
|
|
(29 |
) |
Benefits paid |
|
|
(1,125 |
) |
|
|
(788 |
) |
|
|
(337 |
) |
|
|
(1,032 |
) |
|
|
(751 |
) |
|
|
(281 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit obligation at end of year |
|
|
26,696 |
|
|
|
16,372 |
|
|
|
10,324 |
|
|
|
24,972 |
|
|
|
15,932 |
|
|
|
9,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
16,372 |
|
|
|
|
|
|
|
|
|
|
|
15,932 |
|
|
|
|
|
|
|
|
|
U.S. |
|
|
3,677 |
|
|
|
|
|
|
|
|
|
|
|
3,790 |
|
|
|
|
|
|
|
|
|
U.K. |
|
|
3,551 |
|
|
|
|
|
|
|
|
|
|
|
3,153 |
|
|
|
|
|
|
|
|
|
Other |
|
|
3,096 |
|
|
|
|
|
|
|
|
|
|
|
2,097 |
|
|
|
|
|
|
|
|
|
The total defined benefit obligation at the end of the fiscal year includes approximately
10,812 for
active employees, 3,056 for former employees with vested benefits and 12,828
for retirees and surviving dependents.
49
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In fiscal 2006, the DBO decreased due to an increase in discount rate for the domestic and
foreign pension plans. In fiscal 2005, the DBO increased due to a decrease in discount rate for the
domestic and foreign pension plans.
The following table shows the change in plan assets for fiscal year 2006 and 2005 and some
additional information concerning pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at
beginning of year |
|
|
21,581 |
|
|
|
14,349 |
|
|
|
7,232 |
|
|
|
17,736 |
|
|
|
11,965 |
|
|
|
5,771 |
|
Foreign currency exchange rate
changes |
|
|
(170 |
) |
|
|
|
|
|
|
(170 |
) |
|
|
138 |
|
|
|
|
|
|
|
138 |
|
Expected return on plan assets |
|
|
1,433 |
|
|
|
953 |
|
|
|
480 |
|
|
|
1,284 |
|
|
|
896 |
|
|
|
388 |
|
Actuarial gains (losses) on
plan assets |
|
|
(67 |
) |
|
|
(212 |
) |
|
|
145 |
|
|
|
1,101 |
|
|
|
700 |
|
|
|
401 |
|
Acquisitions and other |
|
|
1,561 |
|
|
|
440 |
|
|
|
1,121 |
|
|
|
302 |
|
|
|
|
|
|
|
302 |
|
Divestments and other |
|
|
(237 |
) |
|
|
(39 |
) |
|
|
(198 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
(28 |
) |
Employer contributions
(supplemental) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,496 |
|
|
|
1,380 |
|
|
|
116 |
|
Employer contributions (regular) |
|
|
730 |
|
|
|
320 |
|
|
|
410 |
|
|
|
535 |
|
|
|
159 |
|
|
|
376 |
|
Plan participants contributions |
|
|
49 |
|
|
|
|
|
|
|
49 |
|
|
|
49 |
|
|
|
|
|
|
|
49 |
|
Benefits paid |
|
|
(1,125 |
) |
|
|
(788 |
) |
|
|
(337 |
) |
|
|
(1,032 |
) |
|
|
(751 |
) |
|
|
(281 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of
year |
|
|
23,755 |
|
|
|
15,023 |
|
|
|
8,732 |
|
|
|
21,581 |
|
|
|
14,349 |
|
|
|
7,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
15,023 |
|
|
|
|
|
|
|
|
|
|
|
14,349 |
|
|
|
|
|
|
|
|
|
U.S. |
|
|
3,118 |
|
|
|
|
|
|
|
|
|
|
|
3,101 |
|
|
|
|
|
|
|
|
|
U.K. |
|
|
2,818 |
|
|
|
|
|
|
|
|
|
|
|
2,356 |
|
|
|
|
|
|
|
|
|
Other |
|
|
2,796 |
|
|
|
|
|
|
|
|
|
|
|
1,775 |
|
|
|
|
|
|
|
|
|
In fiscal 2006, the Company merged a defined contribution plan with a defined benefit plan at
a subsidiary in Switzerland. As a result of the merger, the benefits of the defined contribution
plan were harmonized with those of the defined benefit plan. Accordingly, the DBO and plan assets
of the newly merged plan increased. Such amounts are included in the items Amendments and other and
Acquisitions and other in the preceding two tables. Vested past service cost resulting from that
merger has been recognized entirely in NPBC.
Pension benefits: Components of NPBC
The components of the NPBC for the fiscal years ended September 30, 2006 and 2005 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Service cost |
|
|
715 |
|
|
|
388 |
|
|
|
327 |
|
|
|
594 |
|
|
|
307 |
|
|
|
287 |
|
Interest cost |
|
|
1,125 |
|
|
|
679 |
|
|
|
446 |
|
|
|
1,123 |
|
|
|
726 |
|
|
|
397 |
|
Expected return on plan assets |
|
|
(1,433 |
) |
|
|
(953 |
) |
|
|
(480 |
) |
|
|
(1,284 |
) |
|
|
(896 |
) |
|
|
(388 |
) |
Amortization of past service
cost (benefits) |
|
|
99 |
|
|
|
(24 |
) |
|
|
123 |
|
|
|
(17 |
) |
|
|
(24 |
) |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) due to
settlements and curtailments |
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
508 |
|
|
|
90 |
|
|
|
418 |
|
|
|
416 |
|
|
|
113 |
|
|
|
303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
113 |
|
|
|
|
|
|
|
|
|
U.S. |
|
|
159 |
|
|
|
|
|
|
|
|
|
|
|
146 |
|
|
|
|
|
|
|
|
|
U.K |
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
123 |
|
|
|
|
|
|
|
|
|
Other |
|
|
146 |
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
|
|
50
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Pension benefits: Amounts recognized in the Consolidated Statements of Income and Expense
recognized in Equity
The actuarial gains and losses on defined benefit pension plans recognized in the Consolidated
Statements of Income and Expense recognized in Equity for the fiscal years ended September 30, 2006
and 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Actuarial losses (gains) |
|
|
(112 |
) |
|
|
16 |
|
|
|
(128 |
) |
|
|
1,266 |
|
|
|
1,036 |
|
|
|
230 |
|
Income tax effect |
|
|
(225 |
) |
|
|
(266 |
) |
|
|
41 |
|
|
|
(336 |
) |
|
|
(255 |
) |
|
|
(81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized in the
Consolidated Statements of
Income and Expense
recognized in Equity (net of
tax) |
|
|
(337 |
) |
|
|
(250 |
) |
|
|
(87 |
) |
|
|
930 |
|
|
|
781 |
|
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
(250 |
) |
|
|
|
|
|
|
|
|
|
|
781 |
|
|
|
|
|
|
|
|
|
U.S. |
|
|
(45 |
) |
|
|
|
|
|
|
|
|
|
|
93 |
|
|
|
|
|
|
|
|
|
U.K. |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
|
|
|
|
|
|
Other |
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
|
|
Pension benefits: Assumptions for the calculation of the DBO and NPBC
Assumed discount rates, compensation increase rates and pension progression rates used in
calculating the DBO together with long-term rates of return on plan assets vary according to the
economic conditions of the country in which the retirement plans are situated or where plan assets
are invested as well as capital market expectations.
The weighted-average assumptions used for the actuarial valuation of the DBO as of the balance
sheet date were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
Year ended |
|
|
September 30, 2006 |
|
September
30, 2005 |
|
|
Total |
|
Domestic |
|
Foreign |
|
Total |
|
Domestic |
|
Foreign |
Discount rate |
|
|
4.7 |
% |
|
|
4.5 |
% |
|
|
5.0 |
% |
|
|
4.6 |
% |
|
|
4.35 |
% |
|
|
5.1 |
% |
Germany |
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
4.35 |
% |
|
|
|
|
|
|
|
|
U.S. |
|
|
5.95 |
% |
|
|
|
|
|
|
|
|
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
U.K. |
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
Rate of compensation increase |
|
|
2.7 |
% |
|
|
2.25 |
% |
|
|
3.4 |
% |
|
|
2.6 |
% |
|
|
2.25 |
% |
|
|
3.3 |
% |
Germany |
|
|
2.25 |
% |
|
|
|
|
|
|
|
|
|
|
2.25 |
% |
|
|
|
|
|
|
|
|
U.S. |
|
|
3.95 |
% |
|
|
|
|
|
|
|
|
|
|
3.25 |
% |
|
|
|
|
|
|
|
|
U.K. |
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
Rate of pension progression |
|
|
1.2 |
% |
|
|
1.0 |
% |
|
|
1.8 |
% |
|
|
1.3 |
% |
|
|
1.0 |
% |
|
|
2.1 |
% |
Germany |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
U.K. |
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
The assumptions used for the calculation of the DBO as of the balance sheet date of the
preceding fiscal year are used to determine the calculation of interest cost and service cost of
the following year. Therefore, the assumptions used for the calculation of the NPBC for fiscal 2007
are already determined. The total expected return for fiscal 2007 will be based on expected rates
of return multiplied by the fair value of plan assets at the fiscal 2006 balance sheet date (see
table below). The fair value and thus the expected return on plan assets are adjusted for
significant events after the balance sheet date, such as a supplemental funding. Due to the
implementation of the BSAV, the effect of the compensation increase on the domestic pension plans
is substantially eliminated.
51
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The weighted-average assumptions used for determining the NPBC for the fiscal years ended
September 30, 2007, 2006 and 2005 are shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ending |
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2007 |
|
September 30, 2006 |
|
September 30, 2005 |
|
|
Total |
|
Domestic |
|
Foreign |
|
Total |
|
Domestic |
|
Foreign |
|
Total |
|
Domestic |
|
Foreign |
Discount rate |
|
|
4.7 |
% |
|
|
4.5 |
% |
|
|
5.0 |
% |
|
|
4.6 |
% |
|
|
4.35 |
% |
|
|
5.1 |
% |
|
|
5.3 |
% |
|
|
5.25 |
% |
|
|
5.3 |
% |
Germany |
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
4.35 |
% |
|
|
|
|
|
|
|
|
|
|
5.25 |
% |
|
|
|
|
|
|
|
|
U.S. |
|
|
5.95 |
% |
|
|
|
|
|
|
|
|
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
5.9 |
% |
|
|
|
|
|
|
|
|
U.K. |
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
Expected return on plan
assets |
|
|
6.5 |
% |
|
|
6.5 |
% |
|
|
6.5 |
% |
|
|
6.7 |
% |
|
|
6.7 |
% |
|
|
6.7 |
% |
|
|
6.7 |
% |
|
|
6.75 |
% |
|
|
6.7 |
% |
Germany |
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
6.75 |
% |
|
|
|
|
|
|
|
|
U.S. |
|
|
6.95 |
% |
|
|
|
|
|
|
|
|
|
|
6.95 |
% |
|
|
|
|
|
|
|
|
|
|
6.95 |
% |
|
|
|
|
|
|
|
|
U.K. |
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
6.75 |
% |
|
|
|
|
|
|
|
|
|
|
6.85 |
% |
|
|
|
|
|
|
|
|
Rate of compensation
increase |
|
|
2.7 |
% |
|
|
2.25 |
% |
|
|
3.4 |
% |
|
|
2.6 |
% |
|
|
2.25 |
% |
|
|
3.3 |
% |
|
|
2.6 |
% |
|
|
2.25 |
% |
|
|
3.3 |
% |
Germany |
|
|
2.25 |
% |
|
|
|
|
|
|
|
|
|
|
2.25 |
% |
|
|
|
|
|
|
|
|
|
|
2.25 |
% |
|
|
|
|
|
|
|
|
U.S. |
|
|
3.95 |
% |
|
|
|
|
|
|
|
|
|
|
3.25 |
% |
|
|
|
|
|
|
|
|
|
|
3.25 |
% |
|
|
|
|
|
|
|
|
U.K. |
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
Rate of pension progression |
|
|
1.2 |
% |
|
|
1.0 |
% |
|
|
1.8 |
% |
|
|
1.3 |
% |
|
|
1.0 |
% |
|
|
2.1 |
% |
|
|
1.1 |
% |
|
|
1.0 |
% |
|
|
2.3 |
% |
Germany |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
U.K. |
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
The discount rate assumptions reflect the rates available on high-quality, fixed-income
investments of appropriate duration at the balance sheet date. The expected return on plan assets
is determined on a uniform basis, considering long-term historical returns, asset allocation, and
future estimates of long-term investment returns. The Company decreased the assumption for the
expected return on plan assets for fiscal 2007 for the majority of its principal pension plans due
to changes in asset allocation and revised future estimates of long-term investment returns. Other
actuarial assumptions not shown in the tables above, such as employee turnover, mortality,
disability, etc., remained primarily unchanged in 2006.
Experience adjustments, which result from differences between the actuarial assumptions and
the actual occurrence, did not affect the DBO in fiscal 2006 and increased the DBO by 0.8% in
fiscal 2005.
Pension benefits: Sensitivity analysis
A one-percentage-point change of the established assumptions mentioned above, used for the
calculation of the NPBC for fiscal 2007, and a change in the fair value of plan assets of 500,
as of September 30, 2006, respectively, would result in the following increase (decrease) of the
fiscal 2007 NPBC:
|
|
|
|
|
|
|
|
|
|
|
Effect on NPBC 2007 due to a |
|
|
one-percentage- |
|
one-percentage- |
|
|
point/500 |
|
point/500 |
|
|
increase |
|
decrease |
Discount rate |
|
|
(143 |
) |
|
|
172 |
|
Expected return on plan assets |
|
|
(227 |
) |
|
|
227 |
|
Rate of compensation increase |
|
|
49 |
|
|
|
(44 |
) |
Rate of pension progression |
|
|
267 |
|
|
|
(223 |
) |
Fair value of plan assets |
|
|
(33 |
) |
|
|
33 |
|
Increases and decreases in the discount rate, rate of compensation increase and rate of
pension progression which are used in determining the DBO do not have a symmetrical effect on NPBC
primarily due to the compound interest effect created when determining the net present value of the
future pension benefit. If more than one of the assumptions were changed simultaneously, the cumulative impact would not
necessarily be the same as if only one assumption was changed in isolation.
52
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Pension benefits: Plan assets
The asset allocation of the plan assets of the principal pension benefit plans as of the
balance sheet date for fiscal 2006 and 2005 as well as the target asset allocation for fiscal year
2007, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target asset |
|
Asset allocation |
|
|
|
allocation |
|
September 30, 2006 |
|
|
September 30, 2005 |
|
Asset class |
|
September 30, 2007 |
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Equity |
|
|
20-50% |
|
|
|
33% |
|
|
|
26% |
|
|
|
44% |
|
|
|
31% |
|
|
|
25% |
|
|
|
44% |
|
Fixed income |
|
|
40-70% |
|
|
|
47% |
|
|
|
51% |
|
|
|
42% |
|
|
|
55% |
|
|
|
63% |
|
|
|
40% |
|
Real estate |
|
|
5-15% |
|
|
|
8% |
|
|
|
7% |
|
|
|
10% |
|
|
|
8% |
|
|
|
7% |
|
|
|
9% |
|
Cash |
|
|
5-15% |
|
|
|
12% |
|
|
|
16% |
|
|
|
4% |
|
|
|
6% |
|
|
|
5% |
|
|
|
7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100% |
|
|
|
100% |
|
|
|
100% |
|
|
|
100% |
|
|
|
100% |
|
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The asset allocation represents the plan assets exposure to market risk. For example, an
equity instrument whose risk is hedged by a derivative is not reported as Equity but under Cash.
Current asset allocation is biased towards high quality government and selected corporate bonds.
Siemens constantly reviews the asset allocation in light of the duration of its pension
liabilities and analyzes trends and events that may affect asset values in order to initiate
appropriate measures at a very early stage.
The plan assets include domestic real estate with a fair value of
369 and
406 as of
September 30, 2006 and 2005, respectively, which is occupied by the Company.
The following table shows the actual return on plan assets for fiscal 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Actual return on plan assets |
|
|
1,366 |
|
|
|
741 |
|
|
|
625 |
|
|
|
2,385 |
|
|
|
1,596 |
|
|
|
789 |
|
The actual return over the last twelve months amounted to 6.4% or 1,366 compared to an
expected return of 6.7% or 1,433. The experience adjustment arising on plan assets was (0.3)%
in fiscal 2006 (fiscal 2005: 5.1%). For the domestic pension plans, 741 or 5.2% was realized,
as compared to an expected return on plan assets of 6.7% or an amount of 953 that was included
in the NPBC. For the foreign pension plans, 625 or 8.7% was realized, as compared to an
expected return on plan assets of 6.7% or an amount of 480 that was included in the NPBC.
Pension benefits: Pension plan funding
Contributions made by the Company to its principal pension benefit plans in fiscal 2006 and
2005, as well as those planned in fiscal 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
Year ending |
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2007 (expected) |
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Regular funding |
|
|
751 |
|
|
|
317 |
|
|
|
434 |
|
|
|
730 |
|
|
|
320 |
|
|
|
410 |
|
|
|
535 |
|
|
|
159 |
|
|
|
376 |
|
Supplemental cash
Contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,496 |
|
|
|
1,380 |
|
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
751 |
|
|
|
317 |
|
|
|
434 |
|
|
|
730 |
|
|
|
320 |
|
|
|
410 |
|
|
|
2,031 |
|
|
|
1,539 |
|
|
|
492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In fiscal 2006, no supplemental cash contributions were made. In fiscal 2005, 1,496 in
cash was contributed in October 2004, as follows: 1,380 to the domestic pension plans and
116 to the pension plans in the U.S.
Regular funding is generally based on the level of service cost incurred. For the BSAV funding
corresponds to the contributions to the beneficiaries account. Future funding decisions for the
Companys pension plans will be made with due consideration of developments affecting plan assets and pension
liabilities, taking into account minimum funding requirements abroad and local tax
deductibility.
53
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Pension benefits: Pension benefit payments
The following overview comprises pension benefits paid out of the principal pension benefit
plans during the years ended September 30, 2006 and 2005, and expected pension payments for the
next five years and in the aggregate for the five years thereafter (undiscounted):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Pension benefits paid
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
1,032 |
|
|
|
751 |
|
|
|
281 |
|
2006 |
|
|
1,125 |
|
|
|
788 |
|
|
|
337 |
|
Expected pension payments |
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
1,265 |
|
|
|
829 |
|
|
|
436 |
|
2008 |
|
|
1,309 |
|
|
|
860 |
|
|
|
449 |
|
2009 |
|
|
1,353 |
|
|
|
885 |
|
|
|
468 |
|
2010 |
|
|
1,403 |
|
|
|
907 |
|
|
|
496 |
|
2011 |
|
|
1,416 |
|
|
|
942 |
|
|
|
474 |
|
2012-2016 |
|
|
7,885 |
|
|
|
5,104 |
|
|
|
2,781 |
|
As pension benefit payments for Siemens principal funded pension benefit plans reduce the DBO
and plan assets by the same amount, there is no impact on the funded status of such plans.
Other post-employment benefits
In Germany, employees who entered into the Companys employment on or before September 30,
1983, are entitled to transition payments for the first six months after retirement equal to the
difference between their final compensation and the retirement benefits payable under the corporate
pension plan. Certain foreign companies, primarily in the U.S., provide other post-employment
benefits in the form of medical, dental and life insurance. The amount of obligations for other
post-employment benefits in the form of medical and dental benefits specifically depends on the
expected cost trend in the health care sector. To be entitled to such healthcare benefits
participants must contribute to the insurance premiums. Participant contributions are based on
specific regulations of cost sharing which are defined in the benefit plans. The Company has the
right to adjust the cost allocation at any time, generally this is done on an annual basis.
Premiums for life insurance benefits are paid solely by the Company.
Other post-employment benefits are illustrated in detail in the subsequent sections with
regard to:
|
|
|
Obligations and funded status, |
|
|
|
|
Plan assets, |
|
|
|
|
Components of NPBC for other post-employment benefits, |
|
|
|
|
Amounts recognized in the Consolidated Statements of Income and Expense recognized in Equity, |
|
|
|
|
Assumptions used in the calculation of the DBO and the NPBC for other post-employment benefits, |
|
|
|
|
Sensitivity analysis, and |
|
|
|
|
Benefit payments. |
The Company did not have any asset ceiling in its principal other post-employment benefit
plans, neither in fiscal 2006 nor in 2005.
54
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Other post-employment benefits: Obligations and funded status
The funded status of plan assets and a reconciliation of the funded status to the amounts
recognized in the Consolidated Balance Sheets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Fair value of plan assets |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Total defined benefit obligation |
|
|
845 |
|
|
|
429 |
|
|
|
416 |
|
|
|
893 |
|
|
|
394 |
|
|
|
499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit obligation (funded) |
|
|
303 |
|
|
|
|
|
|
|
303 |
|
|
|
319 |
|
|
|
|
|
|
|
319 |
|
Defined benefit obligation (unfunded) |
|
|
542 |
|
|
|
429 |
|
|
|
113 |
|
|
|
574 |
|
|
|
394 |
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
|
(842 |
) |
|
|
(429 |
) |
|
|
(413 |
) |
|
|
(890 |
) |
|
|
(394 |
) |
|
|
(496 |
) |
Unrecognized past service cost (benefits) |
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
|
(844 |
) |
|
|
(429 |
) |
|
|
(415 |
) |
|
|
(900 |
) |
|
|
(394 |
) |
|
|
(506 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows a detailed reconciliation of the changes in the benefit obligation
for other post-employment benefits for the years ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Change in benefit obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit obligation at beginning
of year |
|
|
893 |
|
|
|
394 |
|
|
|
499 |
|
|
|
980 |
|
|
|
443 |
|
|
|
537 |
|
Foreign currency exchange rate changes |
|
|
(22 |
) |
|
|
|
|
|
|
(22 |
) |
|
|
10 |
|
|
|
|
|
|
|
10 |
|
Service cost |
|
|
26 |
|
|
|
15 |
|
|
|
11 |
|
|
|
26 |
|
|
|
14 |
|
|
|
12 |
|
Interest cost |
|
|
45 |
|
|
|
18 |
|
|
|
27 |
|
|
|
51 |
|
|
|
23 |
|
|
|
28 |
|
Plan participants contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Plan amendments and other |
|
|
41 |
|
|
|
41 |
|
|
|
|
|
|
|
(39 |
) |
|
|
|
|
|
|
(39 |
) |
Actuarial (gains) losses |
|
|
(14 |
) |
|
|
4 |
|
|
|
(18 |
) |
|
|
(75 |
) |
|
|
(59 |
) |
|
|
(16 |
) |
Divestments |
|
|
(57 |
) |
|
|
(14 |
) |
|
|
(43 |
) |
|
|
(7 |
) |
|
|
(7 |
) |
|
|
|
|
Benefits paid |
|
|
(67 |
) |
|
|
(29 |
) |
|
|
(38 |
) |
|
|
(55 |
) |
|
|
(20 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit obligation at end of year |
|
|
845 |
|
|
|
429 |
|
|
|
416 |
|
|
|
893 |
|
|
|
394 |
|
|
|
499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other post-employment benefits: Plan assets
The following table shows the change in plan assets for fiscal 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at
beginning of year |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
Employer contributions |
|
|
38 |
|
|
|
|
|
|
|
38 |
|
|
|
31 |
|
|
|
|
|
|
|
31 |
|
Plan participants contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Benefits paid |
|
|
(38 |
) |
|
|
|
|
|
|
(38 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at year end |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other post-employment benefits: Components of NPBC
The components of the NPBC for other post-employment benefits for the years ended September
30, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Service cost |
|
|
26 |
|
|
|
15 |
|
|
|
11 |
|
|
|
26 |
|
|
|
14 |
|
|
|
12 |
|
Interest cost |
|
|
45 |
|
|
|
18 |
|
|
|
27 |
|
|
|
51 |
|
|
|
23 |
|
|
|
28 |
|
Amortization of
unrecognized past
service cost (benefits) |
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
70 |
|
|
|
33 |
|
|
|
37 |
|
|
|
44 |
|
|
|
37 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Other post-employment benefits: Amounts recognized in the Consolidated Statements of Income and
Expense recognized in Equity
The actuarial gains and losses on other post-employment benefit plans recognized in the
Consolidated Statements of Income and Expense recognized in Equity for the fiscal years ended
September 30, 2006 and 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
September 30, 2006 |
|
|
Year ended
September 30, 2005 |
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Actuarial losses (gains) |
|
|
(14 |
) |
|
|
4 |
|
|
|
(18 |
) |
|
|
(75 |
) |
|
|
(59 |
) |
|
|
(16 |
) |
Income tax effect |
|
|
4 |
|
|
|
(3 |
) |
|
|
7 |
|
|
|
29 |
|
|
|
23 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized in the
Consolidated Statements of
Income and Expense
recognized in Equity (net of
tax) |
|
|
(10 |
) |
|
|
1 |
|
|
|
(11 |
) |
|
|
(46 |
) |
|
|
(36 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
(36 |
) |
|
|
|
|
|
|
|
|
U.S. |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
Other post-employment benefits: Assumptions used in the calculation of the DBO and NPBC
Discount rates and other key assumptions used for transition payments in Germany are the same
as those utilized for domestic pension benefit plans.
The weighted-average assumptions used in calculating the actuarial values for the
post-employment healthcare and life insurance benefits, primarily in the U.S., are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
Discount rate |
|
|
5.95% |
|
|
|
5.70% |
|
Medical trend rates (initial/ultimate/year): |
|
|
|
|
|
|
|
|
Medicare ineligible pre-65 |
|
|
10%/5%/2011 |
|
|
|
9%/5%/2010 |
|
Medicare eligible post-65 |
|
|
10%/5%/2011 |
|
|
|
9%/5%/2010 |
|
Fixed dollar benefit |
|
|
4.5% |
|
|
|
4.5% |
|
Dental trend rates (initial/ultimate/year) |
|
|
6%/5%/2021 |
|
|
|
6%/5%/2021 |
|
Experience adjustments, which result from differences between the actuarial assumptions and
the actual occurrence, decreased the DBO by 1.5% and 14.2% in fiscal 2006 and 2005, respectively.
Other post-employment benefits: Sensitivity analysis
The health care assumptions may be significantly influenced by the expected progression in
health care expense. A one-percentage-point change in the healthcare trend rates would have
resulted in the following increase (decrease) of the defined benefit obligation and the service and
interest cost as of and for the year ended September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
|
One-percentage-point |
|
|
|
increase |
|
|
decrease |
|
Effect on defined benefit obligation |
|
|
36 |
|
|
|
(32 |
) |
Effect on total of service and interest cost components |
|
|
3 |
|
|
|
(3 |
) |
56
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Other post-employment benefits: Benefit payments
The following overview comprises benefit payments for other post-employment benefits paid out
of the principal other defined benefit post-employment plans during the years ended September 30,
2006 and 2005, and expected pension payments for the next five years and in the aggregate for the five years
thereafter (undiscounted):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Domestic |
|
|
Foreign |
|
Payments for other post-employment benefits |
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
55 |
|
|
|
20 |
|
|
|
35 |
|
2006 |
|
|
67 |
|
|
|
29 |
|
|
|
38 |
|
Expected payments for other post-employment benefits |
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
52 |
|
|
|
28 |
|
|
|
24 |
|
2008 |
|
|
63 |
|
|
|
40 |
|
|
|
23 |
|
2009 |
|
|
66 |
|
|
|
42 |
|
|
|
24 |
|
2010 |
|
|
55 |
|
|
|
32 |
|
|
|
23 |
|
2011 |
|
|
68 |
|
|
|
35 |
|
|
|
23 |
|
2012-2016 |
|
|
367 |
|
|
|
253 |
|
|
|
114 |
|
Since the benefit obligations for other post-employment benefits are generally not funded,
such payments will impact the current operating cash flow of the Company.
23. Provisions
Provisions changed during fiscal 2006 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
Order related |
|
|
retirement |
|
|
|
|
|
|
|
|
|
Warranties |
|
|
losses and risks |
|
|
obligations |
|
|
Other |
|
|
Total |
|
Balance as of beginning of fiscal year |
|
|
2,820 |
|
|
|
1,511 |
|
|
|
761 |
|
|
|
1,079 |
|
|
|
6,171 |
|
Additions |
|
|
1,660 |
|
|
|
1,288 |
|
|
|
7 |
|
|
|
528 |
|
|
|
3,483 |
|
Usage |
|
|
(916 |
) |
|
|
(737 |
) |
|
|
(26 |
) |
|
|
(288 |
) |
|
|
(1,967 |
) |
Reversals |
|
|
(677 |
) |
|
|
(430 |
) |
|
|
(8 |
) |
|
|
(310 |
) |
|
|
(1,425 |
) |
Translation differences |
|
|
(26 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
(8 |
) |
|
|
(44 |
) |
Accretion expense and effect of changes in
discount rates |
|
|
3 |
|
|
|
|
|
|
|
(31 |
) |
|
|
(1 |
) |
|
|
(29 |
) |
Other changes* |
|
|
(236 |
) |
|
|
(284 |
) |
|
|
1 |
|
|
|
47 |
|
|
|
(472 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of fiscal year-end |
|
|
2,628 |
|
|
|
1,338 |
|
|
|
704 |
|
|
|
1,047 |
|
|
|
5,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
In fiscal 2006 and 2005, Other changes includes 697 and 45, respectively,
reclassified to Liabilities associated with assets classified as held for disposal (see Note 4
for further information). |
Warranties
Warranties mainly relate to products sold. See Note 2 for further information concerning our
policy for estimating warranty provisions. Additions to provisions already existing at the
beginning of the period amounted to 425 in fiscal 2006.
Order related losses and risks
Provisions for order related losses and risks are recognized for anticipated losses on
uncompleted construction, sales and leasing contracts.
Asset retirement obligations
The Company is subject to asset retirement obligations related to certain items of property,
plant and equipment. Such asset retirement obligations are primarily attributable to environmental
clean-up costs which amounted to 658, and 718, respectively, as of September 30, 2006 and
2005 (thereof non-current portion of 635, and 680, respectively) and to costs primarily
associated with the removal of leasehold improvements at the end of the lease term amounting to
46, and 43, respectively as of September 30, 2006 and 2005 (thereof non-current portion of
31 and 38, respectively).
57
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Environmental clean-up costs are mainly related to remediation and environmental protection
liabilities which have been accrued for the estimated costs of decommissioning facilities for the
production of uranium and mixed-oxide fuel elements in Hanau, Germany (Hanau facilities), as well
as in Karlstein, Germany (Karlstein facilities). According to the German Atomic Energy Act, when such a facility is closed, the
resulting radioactive waste must be collected and delivered to a government-developed final storage
facility. In this regard, the Company has developed a plan to decommission the Hanau and Karlstein
facilities in the following steps: clean-out, decontamination and disassembly of equipment and
installations, decontamination of the facilities and buildings, sorting of radioactive materials,
and intermediate and final storage of the radioactive waste. This process will be supported by
continuing engineering studies and radioactive sampling under the supervision of German federal and
state authorities. The decontamination, disassembly and sorting activities are planned to continue
until 2010; thereafter, the Company is responsible for intermediate storage of the radioactive
materials until a final storage facility is available. The final location is not expected to be
available before approximately 2030. With respect to the Hanau facility, the process of setting up
intermediate storage for radioactive waste has neared completion; on September 21, 2006, the
Company received official notification from the competent authorities that the Hanau facility has
been released from the scope of application of the German Atomic Energy Act and that its further
use is unrestricted. The ultimate costs of the remediation are contingent on the decision of the
federal government on the location of the final storage facility and the date of its availability.
Consequently, the provision is based on a number of significant estimates and assumptions. The
Company does not expect any recoveries from third parties and did not reduce the provisions for
such recoveries. The Company believes that it has adequately provided for this exposure. As of
September 30, 2006 and 2005, the provision totals 658 and 718, respectively, and is
recorded net of a present value discount of 1,300, and 1,252, respectively. The total
expected payments for each of the next five fiscal years and the total thereafter are 25,
21, 20, 14, 7, and 1,871 (includes 1,811 for the estimated costs associated
with final storage in 2033).
The Company recognizes the accretion of the provision for asset retirement obligations using
the effective interest method applying current interest rates prevailing at the balance sheet date.
During the year ended September 30, 2006 the Company recognized 35 in accretion expense in
Financial income, net. Due to revisions in estimated cash flows, provisions for asset retirement
obligations decreased by 1 during fiscal 2006. Changes in discount rates decreased the carrying
amount of provisions by 66 as of September 30, 2006.
See Note 4 for further information on provisions reclassified to Liabilities associated with
assets classified as held for disposal.
24. Other liabilities
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Liabilities for employee related costs |
|
|
952 |
|
|
|
1,298 |
|
Deferred income |
|
|
156 |
|
|
|
180 |
|
Other |
|
|
1,066 |
|
|
|
1,587 |
|
|
|
|
|
|
|
|
|
|
|
2,174 |
|
|
|
3,065 |
|
|
|
|
|
|
|
|
25. Equity
Common stock and Additional paid-in capital
As of September 30, 2006, the Companys common stock totaled 2,673 divided into 891,087
thousand shares with no par value and a notional value of 3.00 per share. Each share of common
stock is entitled to one vote.
As of September 30, 2005, the Companys common stock totaled 2,673 representing 891,085
thousand shares.
In fiscal 2006, additional paid-in capital increased by 487, net of applicable deferred
income taxes, representing the amount of the derivative component of the convertible notes issued
by Siemens reclassified to equity upon waiving the cash settlement option (see Note 21).
58
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The following table provides a summary of outstanding capital and the changes in authorized
and conditional capital for fiscal years 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
Authorized capital |
|
|
Conditional capital |
|
|
|
(authorized and issued) |
|
|
(not issued) |
|
|
(not issued) |
|
|
|
in |
|
|
in |
|
|
in |
|
|
in |
|
|
in |
|
|
in |
|
|
|
thousands |
|
|
thousand |
|
|
thousands |
|
|
thousand |
|
|
thousands |
|
|
thousand |
|
|
|
of |
|
|
shares |
|
|
of |
|
|
shares |
|
|
of |
|
|
shares |
|
As of October 1, 2004 |
|
|
2,673,227 |
|
|
|
891,076 |
|
|
|
666,630 |
|
|
|
222,210 |
|
|
|
925,516 |
|
|
|
308,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement to former SNI shareholders |
|
|
29 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
(29 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2005 |
|
|
2,673,256 |
|
|
|
891,085 |
|
|
|
666,630 |
|
|
|
222,210 |
|
|
|
925,487 |
|
|
|
308,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion 1.375% 2003/2010 EUR convertible notes |
|
|
6 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
(2 |
) |
New approved capital |
|
|
|
|
|
|
|
|
|
|
75,000 |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
Expired capital |
|
|
|
|
|
|
|
|
|
|
(66,630 |
) |
|
|
(22,210 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2006 |
|
|
2,673,262 |
|
|
|
891,087 |
|
|
|
675,000 |
|
|
|
225,000 |
|
|
|
925,481 |
|
|
|
308,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increases
In fiscal 2006, common stock increased by approximately 6 thousand through the issuance of
approximately 2 thousand shares from the conditional capital for the conversion of 0.1 of the
Companys convertible notes. See Note 21 for additional information. No such increase occurred in
fiscal 2005.
In fiscal 2005, common stock increased by 29 thousand through the issuance of 9 thousand
shares from the conditional capital as settlement to former shareholders of Siemens Nixdorf
Informationssysteme AG (SNI AG). No such increase occurred in fiscal 2006, since the Company
repurchased its own common stock to accommodate such settlement.
Authorized, unissued capital
On September 30, 2006 and 2005, the Companys authorized but unissued capital totaled 675
and 667 or 225,000 thousand and 222,210 thousand common shares, respectively.
On January 26, 2006 the Companys shareholders authorized the Managing Board to increase, with
the approval of the Supervisory Board, capital stock by up to 75 through the issuance of up to
25 million shares of no par value registered in the names of the holders against contributions in
cash (Authorized Capital 2006). The authorization may be implemented in installments. Pre-emptive
rights of existing shareholders are excluded. The new shares shall be issued under the condition
that they are offered exclusively to employees of Siemens AG and its subsidiaries, provided these
subsidiaries are not listed companies themselves and do not have their own employee stock schemes.
The Managing Board is authorized to determine, with the approval of the Supervisory Board, the
further content of the rights embodied in the shares and the terms and conditions of the share
issue. Authorized Capital 2006 replaced the outstanding Authorized Capital 2001/II of 67
(representing approximately 22 million shares) and will expire on January 25, 2011.
On January 22, 2004, the Companys shareholders authorized the Managing Board to increase,
with the approval of the Supervisory Board, capital stock by up to 600 through the issuance of
up to 200 million new no par value shares registered in the names of the holders against cash
contributions and/or contributions in kind (Authorized Capital 2004). The Managing Board is
authorized to determine, with the approval of the Supervisory Board, the further content of the
rights embodied in the shares and the conditions of the share issue. The Managing Board is
authorized, with the approval of the Supervisory Board, to exclude pre-emptive rights of
shareholders in the event of capital increases against contributions in kind and in certain
pre-stipulated circumstances against cash. Authorized Capital 2004 replaced Authorized Capital
2001/I of 400 (representing approximately 133 million shares) and Authorized Capital 2003 of
250 (representing 83 million shares) and will expire on January 21, 2009.
Authorized Capital 1998 of 90 and Authorized Capital 1999 of
210 were replaced by
resolution of the Annual Shareholders Meeting on January 23, 2003. The Companys shareholders
authorized the Managing Board to increase, with the approval of the Supervisory Board, the common
stock by up to 250 through the issuance of up to approximately 83 million shares for which the
shareholders pre-emptive rights were excluded since these shares were to be issued against
contribution in kind (Authorized Capital 2003). The Authorized Capital 2003 was to expire on
January 22, 2008. As mentioned above, Authorized Capital 2003 was replaced by resolution of the
Annual Shareholders Meeting on January 22, 2004.
59
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
On February 22, 2001, the Companys shareholders authorized the Managing Board to increase,
with the approval of the Supervisory Board, capital stock by up to 75 (representing 25 million
shares) against
contributions in cash until February 1, 2006 for the purpose of issuing them exclusively to
employees of the Company and its subsidiaries, provided these subsidiaries are not listed companies
themselves and do not have their own employee stock schemes (Authorized Capital 2001/II).
Pre-emptive rights of existing shareholders were excluded. The Managing Board was authorized to
determine, with the approval of the Supervisory Board, the further content of the rights embodied
in the shares and the conditions of the share issue. As mentioned above, the outstanding Authorized
Capital 2001/II of 67 (representing approximately 22 million shares) was replaced by resolution
of the Annual Shareholders Meeting on January 26, 2006.
On February 22, 2001, the Companys shareholders authorized the Managing Board to increase,
with the approval of the Supervisory Board, common stock by up to 400 through the issuance of
up to approximately 133 million shares for offer to existing shareholders until February 1, 2006
(Authorized Capital 2001/I). As mentioned above, Authorized Capital 2001/I was replaced by
resolution of the Annual Shareholders Meeting on January 22, 2004.
Conditional capital (unissued)
Conditional capital to service the 2001 and 1999 Siemens Stock Option Plan amounts to 191,
representing 63,797 thousand shares of Siemens AG, in each of the years ended September 30, 2006
and 2005, respectively.
Conditional capital provided to service the issuance of bonds with conversion rights or
warrants amounts to 734 and 734, representing 244,507 thousand and 244,509 thousand shares
of Siemens AG as of September 30, 2006 and 2005, respectively.
By resolution of the Annual Shareholders Meeting on January 22, 2004, Conditional Capital
2003 of 267 (representing 89 million shares) was terminated. The Companys shareholders
authorized the Managing Board to issue bonds in an aggregate principal amount of up to 11,250
with conversion rights (convertible bonds) or with warrants entitling the holders to subscribe to
up to 200 million new shares of Siemens AG, representing a pro rata amount of up to 600 of the
capital stock. Since the Conditional Capital 2003 has partly been utilized, the new Conditional
Capital 2004 permits the issuance of shares under the new authorization and the issuance of shares
to service bonds issued under the old authorization. Therefore, as of September 30, 2006, total
Conditional Capital 2004 allows the issuance of up to 734 representing 244,507 thousand shares
of Siemens AG. The authorization will expire on January 21, 2009.
By resolution of the Annual Shareholders Meeting on February 22, 2001, conditional share
capital of 147 was approved to service the 2001 Siemens Stock Option Plan (Conditional Capital
2001). In addition, conditional capital amounting to 44 as of September 30, 2006 and 2005,
provides to service the 1999 Siemens Stock Option Plan and the 2001 Siemens Stock Option Plan
(Conditional Capital 1999).
As of September 30, 2006 and 2005, conditional capital of 0.6, representing 188 thousand
shares of Siemens AG, provides for the settlement offered to former shareholders of SNI AG who had
not tendered their SNI share certificates.
By resolution of the Annual Shareholders Meeting on January 23, 2003, the Managing Board was
authorized to issue bonds in an aggregate principal amount of up to 5 billion with conversion
rights (convertible bonds) or with warrants entitling the holders to subscribe to new shares of
Siemens AG. The authorization was to expire on December 31, 2007. The shareholders also approved
conditional share capital of 267 for the issuance of up to 89 million shares to service the
exercise of the conversion or option rights of holders of these convertible bonds or warrants
attached to these bonds (Conditional Capital 2003). As mentioned above, Conditional Capital 2003 as
well as the aforementioned authorization were terminated by resolution of the Annual Shareholders
Meeting on January 22, 2004.
Treasury stock
At the January 2006 Annual Shareholders Meeting, the Companys shareholders authorized the
Company to repurchase up to 10% of the 2,673 common stock until July 25, 2007. Such stock may
be sold via a stock exchange; or (i) retired with the approval of the Supervisory Board, (ii) used
to satisfy the Companys obligations under the 1999 and the 2001 Siemens Stock Option Plans, (iii)
offered for purchase to employees or former employees of the Company or any of its subsidiaries
within the employee share purchase program or granted and transferred with a holding period of at
least two years; or (iv) used to service the conversion or
option rights granted by the Company or any of its subsidiaries. In addition, the Supervisory
Board shall be authorized to offer repurchased shares to the members of the Managing Board of
Siemens AG for purchase as share-based payment under the same terms
and conditions as those offered to employees of the Company.
Additionally, the Supervisory Board may grant and transfer such
shares to members of the Managing Board as share-based payments with
a holding period of at least two years.
60
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In fiscal 2006, the Company repurchased a total of 5,925 thousand shares at an average price
of 71.11 per share primarily for the purpose of selling them to employees and share-based
payment plan participants and as settlement to former SNI stockholders. In fiscal 2006, a total of
5,934 thousand shares of treasury stock were sold. Thereof, 4,166 thousand shares were issued to
share-based payment plan participants to accommodate the exercise of stock options. In addition, in
fiscal 2006, 1,760 thousand shares were issued to employees under a compensatory employee share
purchase program. See Note 31 for additional information on share-based payment. As of September
30, 2006, 415 shares of stock remained in treasury with a carrying amount of 29 thousand
(notional value 1 thousand).
In fiscal 2005, the Company repurchased a total of 3,549 thousand shares at an average price
of 61.78 per share to accommodate the Companys share-based payment plans. In fiscal 2005,
1,691 thousand shares were sold in conjunction with the exercise of stock options and 1,849
thousand shares were issued to employees under a compensatory employee share purchase program. As
of September 30, 2005, 9,004 shares of stock remained in treasury with a carrying amount of 575
thousand (notional value 27 thousand).
Other components of equity
The changes in Other components of equity are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
Pretax |
|
|
effect |
|
|
Net |
|
|
Pretax |
|
|
effect |
|
|
Net |
|
Changes in unrealized gains
(losses) on available-for-sale
financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses)
for the period |
|
|
(317 |
) |
|
|
8 |
|
|
|
(309 |
) |
|
|
106 |
|
|
|
109 |
|
|
|
215 |
|
Reclassification adjustments for
(gains) losses included in net
income |
|
|
(49 |
) |
|
|
4 |
|
|
|
(45 |
) |
|
|
(265 |
) |
|
|
89 |
|
|
|
(176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on
available-for-sale financial
assets |
|
|
(366 |
) |
|
|
12 |
|
|
|
(354 |
) |
|
|
(159 |
) |
|
|
198 |
|
|
|
39 |
|
Changes in unrealized gains (losses)
on derivative financial
instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on
derivative financial instruments |
|
|
67 |
|
|
|
(27 |
) |
|
|
40 |
|
|
|
(165 |
) |
|
|
64 |
|
|
|
(101 |
) |
Reclassification adjustments for
(gains) losses included in net
income |
|
|
28 |
|
|
|
(10 |
) |
|
|
18 |
|
|
|
(71 |
) |
|
|
28 |
|
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on
derivative financial instruments |
|
|
95 |
|
|
|
(37 |
) |
|
|
58 |
|
|
|
(236 |
) |
|
|
92 |
|
|
|
(144 |
) |
Foreign-currency translation
differences |
|
|
(320 |
) |
|
|
|
|
|
|
(320 |
) |
|
|
436 |
|
|
|
|
|
|
|
436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(591 |
) |
|
|
(25 |
) |
|
|
(616 |
) |
|
|
41 |
|
|
|
290 |
|
|
|
331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous
Under the German Stock Corporation Act (Aktiengesetz), the amount of dividends available for
distribution to shareholders is based upon the earnings of Siemens AG as reported in its statutory
financial statements determined in accordance with the German Commercial Code (Handelsgesetzbuch).
During the fiscal year ended September 30, 2006, Siemens AG management distributed an ordinary
dividend of 1,201 (1.35 per share) of the fiscal 2005 earnings of Siemens AG to its
shareholders. During the year ended September 30, 2005, Siemens AG management distributed 1,112
(1.25 per share) of the fiscal 2004 earnings of Siemens AG as an ordinary dividend to its
shareholders.
For fiscal 2006, the Managing Board proposed a dividend of 1.45 per share. Payment of the
proposed dividend is contingent upon approval by the shareholders at the Annual Shareholders
Meeting. If approved, this would amount to approximately 1,292.
61
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
26. Additional capital disclosures
Siemens is committed to a strong financial profile, characterized by a conservative capital
structure that gives us excellent financial flexibility.
As of September 30, 2006 and 2005, equity and total assets of the Company were as follows:
|
|
|
|
|
|
|
|
|
|
|
September, 30 |
|
|
|
2006 |
|
|
2005 |
|
Total equity |
|
|
26,275 |
|
|
|
24,181 |
|
Equity ratio |
|
|
30% |
|
|
|
30% |
|
Total assets |
|
|
87,731 |
|
|
|
81,812 |
|
Siemens is not subject to any statutory capital requirements. Commitments exist to sell or
otherwise issue common shares in connection with established share-based payment plans and
convertible notes. In recent years, commitments from share-based payment have primarily been
satisfied through repurchases of the Companys shares. The convertible notes are convertible into
approximately 44.5 million shares of Siemens AG (see Note 21).
A key factor in maintaining a strong financial profile is Siemens credit rating which is
affected, among other factors, by the capital structure. Siemens current corporate credit ratings
from Moodys Investors Service and Standard & Poors are noted below:
|
|
|
|
|
|
|
Moodys |
|
Standard |
|
|
Investors |
|
& |
|
|
Service |
|
Poors |
Long-term debt |
|
Aa3 |
|
AA |
Short-term debt |
|
P-1 |
|
A-1+ |
Following Siemens announcement of the planned acquisition of the Diagnostics division of
Bayer AG on June 30, 2006, Moodys Investors Service changed its outlook for Siemens from stable
to negative. On December 11, 2006, Standard & Poors changed its outlook from CreditWatch
negative to negative. Neither agency changed its long-term or its short-term credit rating.
Moodys Investors Service rates Siemens long-term corporate credit Aa3 (negative outlook).
The rating classification of Aa is the second highest rating within the agencys debt ratings
category. The numerical modifier 3 indicates that Siemens long-term debt ranks in the lower end of
the Aa category. The Moodys rating outlook is an opinion regarding the likely direction of an
issuers rating over the medium-term. Rating outlooks fall into the following six categories:
Positive, Negative, Stable, Developing, Ratings Under Review and No Outlook.
Moodys Investors Services rating for Siemens short-term corporate credit and commercial
paper is P-1, the highest available rating in the prime rating system, which assesses issuers
ability to honor senior financial obligations and contracts. It applies to senior unsecured
obligations with an original maturity of less than one year.
In addition, Moodys Investors Service published an assessment of liquidity risk. The most
recent liquidity risk assessment for Siemens as of August 25, 2006 classified the liquidity profile
of the Company as very healthy.
Standard & Poors rates Siemens long-term corporate credit AA (negative outlook). Within
Standard & Poors long-term issue and issuer credit ratings, an obligation rated AA has the second
highest rating category assigned. The modifier indicates that Siemens long-term debt ranks in
the lower end of the AA category. The Standard & Poors rating outlook is an opinion regarding the
likely direction of an issuers rating over the
medium-term. Rating outlooks fall into the following four categories: Positive, Negative,
Stable and Developing. Outlooks have a time frame of typically two years. Ratings appear on
CreditWatch when an event or deviation from an expected trend has occurred or is expected, and
additional information is necessary to take a rating action. A rating review will normally be
completed within approximately 90 days, unless the outcome of a specific event is pending.
62
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Siemens short-term debt and commercial paper is rated A-1+ within Standard & Poors
short-term issue credit ratings, giving Siemens the highest-ranking short-term rating.
27. Commitments and contingencies
Guarantees and other commitments
The following table presents the undiscounted amount of maximum potential future payments for
each major group of guarantee:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Guarantees |
|
|
|
|
|
|
|
|
Credit guarantees |
|
|
302 |
|
|
|
362 |
|
Guarantees of third-party performance |
|
|
1,489 |
|
|
|
1,456 |
|
Other guarantees |
|
|
528 |
|
|
|
602 |
|
|
|
|
|
|
|
|
|
|
|
2,319 |
|
|
|
2,420 |
|
|
|
|
|
|
|
|
Credit guarantees cover the financial obligations of third parties in cases where Siemens is
the vendor and/or contractual partner. These guarantees generally provide that in the event of
default or non-payment by the primary debtor, Siemens will be required to settle such financial
obligations. In addition, Siemens provides credit guarantees generally as credit-line guarantees
with variable utilization to associated and related companies. The maximum amount of these
guarantees is subject to the outstanding balance of the credit or, in case where a credit line is
subject to variable utilization, the nominal amount of the credit line. These guarantees usually
have terms of between one year and five years. Except for statutory recourse provisions against the
primary debtor, credit guarantees are generally not subject to additional contractual recourse
provisions. As of September 30, 2006 and 2005, the Company has accrued 24 and 35,
respectively, relating to credit guarantees.
Furthermore, Siemens issues Guarantees of third-party performance, which include performance
bonds and guarantees of advanced payments in cases where Siemens is the general or subsidiary
partner in a consortium. In the event of non-fulfillment of contractual obligations by the
consortium partner(s), Siemens will be required to pay up to an agreed-upon maximum amount. These
agreements span the term of the contract, typically ranging from three months to seven years.
Generally, consortium agreements provide for fallback guarantees as a recourse provision among the
consortium partners. No significant liability has been recognized in connection with these
guarantees.
Other guarantees include indemnifications issued in connection with dispositions of business
entities. Such indemnifications protect the buyer from tax, legal and other risks related to the
purchased business entity. As of September 30, 2006 and 2005, the total accrued for Other
guarantees amounted to 129 and 106, respectively.
As of September 30, 2006, future payment obligations under non-cancellable operating leases
are as follows:
|
|
|
|
|
2007 |
|
|
644 |
|
2008 |
|
|
503 |
|
2009 |
|
|
421 |
|
2010 |
|
|
294 |
|
2011 |
|
|
227 |
|
Thereafter |
|
|
495 |
|
Total operating rental expense for the years ended September 30, 2006 and 2005 was 867 and
825, respectively.
As of September 30, 2006 and 2005, the Company has commitments to make capital contributions
of 173 and 148, respectively, to other companies.
63
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The Company is jointly and severally liable and has capital contribution obligations as a
partner in companies formed under the German Civil Code (BGB), through which it has executed
profit-and-loss transfer agreements with other companies as a partner in commercial partnerships
and in a European Economic Interest Grouping (EEIG) and as a participant in various consortiums.
Siemens AG and its subsidiaries have been named as defendants in various legal actions and
proceedings arising in connection with their activities as a global diversified group. Some of the
legal actions include claims for substantial compensatory or punitive damages or claims for
indeterminate amounts of damages. In the ordinary course of business, Siemens may also be involved
in investigations and administrative and governmental proceedings. Given the number of legal
actions and other proceedings to which Siemens is subject, some may result in adverse decisions.
Siemens contests actions and proceedings when considered appropriate. In view of the inherent
difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek
substantial or indeterminate damages, Siemens often cannot predict what the eventual loss or range
of loss related to such matters will be. Although the final resolution of such matters could have a
material effect on Siemens consolidated operating results for any reporting period in which an
adverse decision is rendered, Siemens believes that its consolidated financial position should not
be materially affected.
28. Additional disclosures on financial instruments
This section gives a comprehensive overview of the significance of financial instruments for
Siemens and provides additional information on balance sheet items that contain financial
instruments.
The following table presents the carrying amounts of each category of financial assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Financial assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
10,214 |
|
|
|
8,121 |
|
Available-for-sale financial assets |
|
|
1,450 |
|
|
|
3,046 |
|
Loans and receivables |
|
|
21,060 |
|
|
|
23,789 |
|
Financial assets held for trading |
|
|
338 |
|
|
|
726 |
|
Derivatives with a hedging relationship |
|
|
308 |
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
33,370 |
|
|
|
35,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
Financial liabilities measured at amortized cost |
|
|
24,540 |
|
|
|
23,194 |
|
Financial liabilities held for trading |
|
|
360 |
|
|
|
1,001 |
|
Derivatives with a hedging relationship |
|
|
123 |
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
25,023 |
|
|
|
24,495 |
|
|
|
|
|
|
|
|
64
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The following table presents the fair values and carrying amounts of financial assets and
liabilities measured at cost or amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
|
|
|
|
Carrying |
|
|
|
|
|
|
Carrying |
|
|
|
Fair value |
|
|
amount |
|
|
Fair value |
|
|
amount |
|
Financial assets measured at cost or amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
10,214 |
|
|
|
10,214 |
|
|
|
8,121 |
|
|
|
8,121 |
|
Available-for-sale financial assets* |
|
|
|
|
|
|
710 |
|
|
|
|
|
|
|
1,131 |
|
Trade and other receivables |
|
|
18,428 |
|
|
|
18,428 |
|
|
|
20,645 |
|
|
|
20,645 |
|
Other non-derivative financial assets |
|
|
2,632 |
|
|
|
2,632 |
|
|
|
3,144 |
|
|
|
3,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at cost or amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
|
8,497 |
|
|
|
8,497 |
|
|
|
10,241 |
|
|
|
10,241 |
|
Notes and bonds |
|
|
13,238 |
|
|
|
13,157 |
|
|
|
8,335 |
|
|
|
8,051 |
|
Loans from banks and other financial indebtedness |
|
|
1,831 |
|
|
|
1,823 |
|
|
|
3,645 |
|
|
|
3,631 |
|
Obligations under finance leases |
|
|
317 |
|
|
|
317 |
|
|
|
353 |
|
|
|
353 |
|
Other non-derivative financial liabilities |
|
|
746 |
|
|
|
746 |
|
|
|
918 |
|
|
|
918 |
|
|
|
|
* |
|
This caption consists of equity instruments classified as available-for-sale, for which a
fair value could not be reliably measured and which are recognized at cost. |
The fair values of cash and cash equivalents, current receivables, trade payables, other
current financial liabilities and commercial paper and borrowings under revolving credit facilities
approximate their carrying amount largely due to the short-term maturities of these instruments.
Long-term fixed-rate and variable-rate receivables, including receivables from finance leases,
are evaluated by the Company based on parameters such as interest rates, specific country risk
factors, individual creditworthiness of the customer and the risk characteristics of the financed
project. Based on this evaluation, allowances are taken to account for the expected losses of these
receivables. As of September 30, 2006 and 2005, the carrying amounts of such receivables, net of
allowances, approximate their fair values.
The fair value of quoted notes and bonds is based on price quotations at the balance sheet
date. The fair value of unquoted notes and bonds, loans from banks and other financial
indebtedness, obligations under finance leases as well as other non-current financial liabilities
is estimated by discounting future cash flows using rates currently available for debt of similar
terms and remaining maturities.
Financial assets and liabilities measured at fair value are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
Available-for-sale financial assets |
|
|
740 |
|
|
|
1,915 |
|
Derivative financial instruments |
|
|
646 |
|
|
|
812 |
|
Without hedging relationship |
|
|
232 |
|
|
|
620 |
|
In connection with fair value hedges |
|
|
236 |
|
|
|
5 |
|
In connection with cash flow hedges |
|
|
72 |
|
|
|
81 |
|
Embedded derivatives |
|
|
106 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at fair value |
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
483 |
|
|
|
1,301 |
|
Without hedging relationship |
|
|
181 |
|
|
|
250 |
|
In connection with fair value hedges |
|
|
5 |
|
|
|
12 |
|
In connection with cash flow hedges |
|
|
118 |
|
|
|
288 |
|
Conversion right of convertible notes |
|
|
|
|
|
|
661 |
|
Other embedded derivatives |
|
|
179 |
|
|
|
90 |
|
Fair values for available-for-sale financial assets are derived from quoted market prices in
active markets, if available. In certain cases, fair values are estimated using a valuation
technique.
65
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The Company enters into derivative financial instruments with various counterparties, principally
financial institutions with investment grade credit ratings. The calculation of fair values for
derivative financial instruments depends on the type of instruments:
Derivative interest rate contractsThe fair values of derivative interest rate contracts (e.g.
interest rate swap agreements) are estimated by discounting expected future cash flows using
current market interest rates and yield curve over the remaining term of the instrument. Interest
rate options are valued on the basis of quoted market prices or on estimates based on option
pricing models.
Derivative currency contractsThe fair value of forward foreign exchange contracts is based on
forward exchange rates. Currency options are valued on the basis of quoted market prices or on
estimates based on option pricing models.
Credit default swapsThe fair value of credit default swaps is calculated by comparing
discounted expected future cash flows using current bank conditions with discounted expected future
cash flows using contracted conditions.
In determining the fair values of the derivative financial instruments, certain compensating
effects from underlying transactions (e.g. firm commitments and anticipated transactions) are not
taken into consideration.
29. Derivative financial instruments and hedging activities
As part of the Companys risk management program, a variety of derivative financial
instruments are used to reduce risks resulting primarily from fluctuations in foreign currency
exchange rates and interest rates, as well as to reduce credit risks.
The fair values of each type of derivative financial instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
September 30, 2005 |
|
|
|
Asset |
|
|
Liability |
|
|
Asset |
|
|
Liability |
|
Foreign currency exchange contracts |
|
|
171 |
|
|
|
242 |
|
|
|
171 |
|
|
|
475 |
|
Interest rate swaps and combined interest/currency swaps |
|
|
298 |
|
|
|
59 |
|
|
|
420 |
|
|
|
73 |
|
Options |
|
|
21 |
|
|
|
|
|
|
|
93 |
|
|
|
1 |
|
Embedded derivatives |
|
|
106 |
|
|
|
179 |
|
|
|
106 |
|
|
|
751 |
|
Other |
|
|
50 |
|
|
|
3 |
|
|
|
22 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
646 |
|
|
|
483 |
|
|
|
812 |
|
|
|
1,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of Siemens risk management strategies and the effect of these
strategies on the Consolidated Financial Statements.
Foreign currency exchange risk management
Siemens significant international operations expose the Company to significant
foreign-currency exchange risks in the ordinary course of business. The Company employs various
strategies discussed below involving the use of derivative financial instruments to mitigate or
eliminate certain of those exposures.
Derivative financial instruments not designated as hedges
The Company manages its risks associated with fluctuations in foreign-currency-denominated
receivables, payables, debt, firm commitments and anticipated transactions primarily through a
Company-wide portfolio approach. This approach concentrates the associated Company-wide risks
centrally, and various derivative financial instruments, primarily foreign exchange contracts and,
to a lesser extent, interest rate and cross-currency interest rate swaps and options, are utilized
to minimize such risks. Such a strategy does not qualify for hedge accounting treatment under IAS
39. Accordingly, all such derivative financial instruments are recorded at fair value on the
Consolidated Balance Sheets, either as Other current financial assets or Other current financial
liabilities, and changes in fair values are charged to net income.
66
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The Company also has foreign-currency derivative instruments, which are embedded in certain
sale and purchase contracts denominated in a currency other than the functional currency of the
significant parties to the contract, principally the U.S. dollar. Gains or losses relating to such embedded
foreign-currency derivatives are reported in Cost of goods sold and services rendered in the
Consolidated Statements of Income.
Hedging activities
The Companys operating units applied hedge accounting for certain significant anticipated
transactions and firm commitments denominated in foreign currencies. Specifically, the Company
entered into foreign exchange contracts to reduce the risk of variability of future cash flows
resulting from forecasted sales and purchases and firm commitments resulting from its business
units entering into long-term contracts (project business) and standard product business which are
denominated primarily in U.S. dollars.
Cash flow hedgesChanges in fair value of forward exchange contracts that were designated as
foreign-currency cash flow hedges are recorded in Other components of equity. During the years
ended September 30, 2006 and 2005, net gains of 3 and 37, respectively, were reclassified
from Other components of equity into net income because the occurrence of the related hedged
forecasted transaction was no longer probable.
It is expected that 29 of net deferred gains in Other components of equity will be
reclassified into Cost of goods sold and services rendered during the year ended September 30,
2007, when the hedged forecasted foreign-currency denominated sales and purchases occur.
As of September 30, 2006, the maximum length of time over which the Company is hedging its
future cash flows associated with foreign-currency forecasted transactions is 117 months.
Fair value hedgesAs of September 30, 2006 and 2005, the Company hedged firm commitments using
forward exchange contracts that were designated as foreign-currency fair value hedges of future
sales related primarily to the Companys project business and, to a lesser extent, purchases. As of
September 30, 2006 and 2005, the hedging transactions resulted in the recognition of financial
assets of 6 and 16, respectively, and financial liabilities of 7 and 7,
respectively, for the hedged firm commitments, whose changes in fair value were charged to Cost of
goods sold and services rendered. Changes in fair value of the derivative contracts were also
recorded in Cost of goods sold and services rendered.
Interest rate risk management
Interest rate risk arises from the sensitivity of financial assets and liabilities to changes
in market rates of interest. The Company seeks to mitigate such risk by entering into interest rate
derivative financial instruments such as interest rate swaps, options and, to a lesser extent,
cross-currency interest rate swaps and interest rate futures.
Interest rate swap agreements are used to adjust the proportion of total debt and, to a lesser
extent, interest-bearing investments, that are subject to variable and fixed interest rates. Under
an interest rate swap agreement, the Company either agrees to pay an amount equal to a specified
variable-rate of interest times a notional principal amount, and to receive in return an amount
equal to a specified fixed-rate of interest times the same notional principal amount or,
vice-versa, to receive a variable-rate amount and to pay a fixed-rate amount. The notional amounts
of the contracts are not exchanged. No other cash payments are made unless the agreement is
terminated prior to maturity, in which case the amount paid or received in settlement is
established by agreement at the time of termination, and usually represents the net present value,
at current rates of interest, of the remaining obligations to exchange payments under the terms of
the contract.
Derivative financial instruments not designated as hedges
The Company uses a portfolio-based approach to manage its interest rate risk associated with
certain interest-bearing assets and liabilities, primarily interest-bearing investments and debt
obligations. This approach focuses on mismatches in the structure of the interest terms of these
assets and liabilities without referring to specific assets or liabilities. Such a strategy does
not qualify for hedge accounting treatment under IAS 39. Accordingly, all interest rate derivative
instruments used in this strategy are recorded at fair value, either as Other current financial
assets or Other current financial liabilities, and changes in the fair values are charged to
Financial income, net. Net cash receipts and payments relating to interest rate swaps used in
offsetting relationships are also recorded in Financial income, net.
67
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Fair value hedges of fixed-rate debt obligations
Under the interest rate swap agreements outstanding during the year ended September 30, 2006,
the Company agrees to pay a variable rate of interest multiplied by a notional principle amount,
and receive in return an amount equal to a specified fixed rate of interest multiplied by the same
notional principal amount. These interest rate swap agreements offset an impact of future changes
in interest rates on the fair value of the underlying fixed-rate debt obligations. The interest
rate swap contracts are reflected at fair value in the Companys Consolidated Balance Sheets and
the related portion of fixed-rate debt being hedged is reflected at an amount equal to the sum of
its carrying amount plus an adjustment representing the change in fair value of the debt
obligations attributable to the interest rate risk being hedged. Changes in the fair value of
interest rate swap contracts and the offsetting changes in the adjusted carrying amount of the
related portion of fixed-rate debt being hedged, are recognized as adjustments to the line item
Financial income, net in the Consolidated Statements of Income. Net cash receipts and payments
relating to such interest rate swap agreements are recorded as interest expense, which is part of
Financial income, net.
The Company had interest rate swap contracts to pay variable rates of interest (average rate
of 5.0% as of September 30, 2006) and received fixed rates of interest (average rate of 5.7% as of
September 30, 2006). The notional amount of indebtedness hedged as of September 30, 2006 was
5,752. This resulted in 44% of the Companys underlying notes and bonds being subject to
variable interest rates as of September 30, 2006. The notional amounts of these contracts mature at
varying dates based on the maturity of the underlying hedged items. The net fair value of interest
rate swap contracts (excluding accrued interest) used to hedge indebtedness as of September 30,
2006 was 207.
Cash flow hedges of revolving term deposits
During the years ended September 30, 2006 and 2005, the Company applied cash flow hedge
accounting for a revolving term deposit. Under the interest rate swap agreements entered, the
Company agrees to pay a variable rate of interest multiplied by a notional principle amount, and to
receive in return an amount equal to a specified fixed rate of interest multiplied by the same
notional principal amount. These interest rate swap agreements offset the effect of future changes
in interest payments of the underlying variable-rate term deposit. The interest rate swap contracts
are reflected at fair value and the effective portion of changes in fair value of the interest rate
swap contracts that were designated as cash flow hedges are recorded in Other components of equity.
Net cash receipts and payments relating to such interest rate swap agreements are recorded as
interest income, which is part of Financial income, net.
30. Financial risk management
Market risks
Increasing market fluctuations may result in significant cash-flow and profit volatility risk
for Siemens. Its worldwide operating business as well as its investment and financing activities
are affected by changes in foreign exchange rates, interest rates and equity prices. To optimize
the allocation of the financial resources across the Groups, as well as to secure an optimal return
for its shareholders, Siemens identifies, analyzes and proactively manages the associated financial
market risks. The Company seeks to manage and control these risks primarily through its regular
operating and financing activities, and uses derivative instruments when deemed appropriate.
Management of financial market risk is a key priority for Siemens Managing Board. As a member
of this Board, the Chief Financial Officer covers the specific responsibility for this part of the
overall risk management system. At the highest level, the Managing Board retains ultimate
accountability. For practical business purposes, the Managing Board delegates responsibilities to
central functions and to the Groups. SFS holds a minor trading portfolio which is subject to tight
limits. As of September 30, 2006, it has a value-at-risk close to zero.
68
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Within the various methodologies to analyze and manage risk, Siemens implemented a system
based on sensitivity analysis. This tool enables the risk managers to identify the risk position
of the entities. Sensitivity analysis provides an approximate quantification of the exposure in the
event that certain specified parameters were to be met under a specific set of assumptions. The
risk estimates provided here assume:
|
|
|
a 20% decrease in equity prices of all investments traded in an active market,
which are classified as current available-for-sale financial assets; |
|
|
|
|
a simultaneous, parallel foreign exchange rates shift in which the euro appreciates
against all currencies by 10%; |
|
|
|
|
a parallel shift of 100-basis points of the interest rate yield curves in all
currencies. |
The potential economic impact, due to these assumptions, is based on the occurrence of adverse
market conditions and reflects estimated changes resulting from the sensitivity analysis. Actual
results that are included in the Consolidated Statements of Income may differ materially from these
estimates due to actual developments in the global financial markets.
Any market sensitive instruments, including equity and interest-bearing investments that the
Companys pension plans hold are not included in the following quantitative and qualitative
disclosure. For additional information see Note 22.
Equity price risk
Siemens investment portfolio consists of direct and indirect investments in publicly traded
companies held for purposes other than trading. These participations result from strategic
partnerships, spin-offs, IPOs of strategic venture capital investments or compensation from M&A
transactions.
The equity investments are monitored based on their current market value, affected by the
fluctuations in the volatile stock markets worldwide. The market value of Siemens portfolio as of
September 30, 2006 was 216, a reduction of 1.625 billion compared to September 30, 2005. In
2005, this position included an 18.2% interest in Infineon, a 12.5% interest in Epcos and a 4.1%
interest in Juniper Networks representing a combined value of 1.655 billion of the total
investments. These investments have been sold in the course of fiscal year 2006.
An adverse move in equity prices of 20% as of September 30, 2006 would reduce the value of
Siemens equity investments by 43, meaning that the equity price risk has decreased
significantly year-over-year. As of September 30, 2005 the value would have been reduced by
368.
Foreign currency exchange rate risk
Transaction risk and currency management
Foreign exchange rate fluctuations may create unwanted and unpredictable earnings and cash
flow volatility. Each Siemens unit conducting business with international counterparties that leads
to future cash flows denominated in a currency other than its functional currency, is exposed to
the risk from changes in foreign exchange rates. The risk is mitigated by closing all types of
business transactions (sales and procurement of products and services as well as investment and
financing activities) mainly in the functional currency. In addition, the foreign currency exposure
is partly balanced by purchasing of goods, commodities and services in the respective currencies as
well as production activities and other contributions along the value chain in the local markets.
Operating units are prohibited from borrowing or investing in foreign currencies on a
speculative basis. Intercompany financing or investments of operating units are preferably done in
their functional currency or on a hedged basis.
Siemens has established a foreign exchange risk management system that has an established
track record for years. Each Siemens unit is responsible for recording, assessing, monitoring,
reporting and hedging its foreign currency transaction exposure. The Group-wide binding guideline
developed by the Corporate Finance department, provides the concept for the identification and
determination of the single net currency position and commits the units to hedge it in a narrow
band: at least 75% but no more than 100% of their net foreign currency exposure. In addition, the
Corporate Finance department provides a framework of the organizational structure necessary for
foreign currency exchange management, proposes hedging strategies and defines the hedging
instruments available to the entities: forward contracts, currency put and call options and
stop-loss orders. The
execution of the hedging transactions in the global financial markets is done by SFS as
exclusive service provider for all Siemens entities on behalf of Corporate Treasury. SFS central
coordination and its global market expertise assure the maximum benefit from any potential off-set
of divergent cash flows in the same currency, as well as optimized transaction costs.
69
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange
rate exposure of the Operations, Financing and Real Estate Groups and Corporate Treasury. The
values and risks disclosed here are the unhedged positions multiplied by an assumed 10%
appreciation of the euro against all other currencies. As of September 30, 2006, a parallel 10%
negative shift of all foreign currencies would have resulted in a decline of 38 in future cash
flows compared to a decline of 35 the year before. Such decline in euro values of future cash
flows might reduce the unhedged portion of revenues but would also decrease the unhedged portion of
cost of materials. Because at Siemens, the foreign currency inflows exceed the outflows, an
appreciation of the euro against foreign currencies would have a negative financial impact to the
extent that future sales are not already hedged. Future changes in the foreign exchange rates can
impact sales prices and may lead to margin changes, the extent of which is determined by the
matching of foreign currency revenues and expenses.
Siemens defines foreign currency exposure generally as balance sheet items in addition to firm
commitments which are denominated in foreign currencies, as well as foreign currency denominated
cash inflows and cash outflows from anticipated transactions for the following three months. This
foreign currency exposure is determined based on the respective functional currencies of the
exposed Siemens entities.
The tables below show the net foreign exchange transaction exposure by major currencies as of
September 30, 2006 and 2005. In some currencies Siemens has both substantial sales and costs, which
have been off-set in the table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
|
USD |
|
|
GBP |
|
|
Other |
|
|
Total |
|
Gross balance sheet exposure |
|
|
2,210 |
|
|
|
332 |
|
|
|
553 |
|
|
|
3,095 |
|
Thereof: Financial assets |
|
|
13,778 |
|
|
|
3,483 |
|
|
|
5,522 |
|
|
|
22,783 |
|
Thereof: Financial liabilities |
|
|
(11,568 |
) |
|
|
(3,151 |
) |
|
|
(4,969 |
) |
|
|
(19,688 |
) |
Gross exposure from firm commitments and anticipated transactions |
|
|
5,344 |
|
|
|
(65 |
) |
|
|
279 |
|
|
|
5,558 |
|
Foreign exchange transaction exposure |
|
|
7,554 |
|
|
|
267 |
|
|
|
832 |
|
|
|
8,653 |
|
Economically hedged exposure |
|
|
(7,291 |
) |
|
|
(409 |
) |
|
|
(576 |
) |
|
|
(8,276 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in future cash flows after hedging activities resulting
from a 10% appreciation of the euro |
|
|
(26 |
) |
|
|
14 |
|
|
|
(26 |
) |
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2005 |
|
|
|
USD |
|
|
GBP |
|
|
Other |
|
|
Total |
|
Gross balance sheet exposure |
|
|
4,380 |
|
|
|
1,752 |
|
|
|
826 |
|
|
|
6,958 |
|
Thereof: Financial assets |
|
|
11,684 |
|
|
|
2,337 |
|
|
|
5,103 |
|
|
|
19,124 |
|
Thereof: Financial liabilities |
|
|
(7,304 |
) |
|
|
(585 |
) |
|
|
(4,277 |
) |
|
|
(12,166 |
) |
Gross exposure from firm commitments and anticipated transactions |
|
|
7,604 |
|
|
|
26 |
|
|
|
144 |
|
|
|
7,774 |
|
Foreign exchange transaction exposure |
|
|
11,984 |
|
|
|
1,778 |
|
|
|
970 |
|
|
|
14,732 |
|
Economically hedged exposure |
|
|
(11,861 |
) |
|
|
(1,790 |
) |
|
|
(736 |
) |
|
|
(14,387 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in future cash flows after hedging activities resulting
from a 10% appreciation of the euro |
|
|
(12 |
) |
|
|
1 |
|
|
|
(24 |
) |
|
|
(35 |
) |
Effects of currency translation
Many Siemens subsidiaries are located outside the euro zone. Since the financial reporting
currency of Siemens is the euro, the financial statements of these subsidiaries are translated into
euros so that their financial results can be included in the Consolidated Financial Statements of
Siemens. To consider the effects of foreign exchange translation risk in the risk management, the
assumption is that investments in foreign-based operations are permanent and that reinvestment is
continuous. Whenever a divestment of a particular asset or entity is made,
the value of this transaction risk is included in the sensitivity analyses. Effects from
currency fluctuations on the translation of net asset amounts into euro are reflected in the
Companys consolidated equity position.
70
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Interest rate risk
Siemens interest rate risk exposure is mainly related to debt obligations like bonds, loans,
commercial paper programs and interest-bearing deposits and investments. Interest rate risk is
measured by using either fair value sensitivity or cash flow sensitivity depending on whether the
instrument has a fixed or variable interest rate. The total fair value sensitivity as well as the
total cash flow sensitivity is generated by aggregating the sensitivities of the various exposures
denominated in different currencies. Depending on whether Siemens has a long or short interest rate
position, interest rate risk can arise on increasing or decreasing market moves in the relevant
yield curve.
The fair value sensitivity calculation for fixed interest rate instruments shows the change in
fair value, defined as present value, caused by a hypothetical 100-basis point shift in the yield
curve. The first step in this calculation is to use the yield curve to discount the gross cash
flows, meaning the present value of future interest and principal payments of financial instruments
with fixed interest rates. A second calculation discounts the gross cash flows using a 100-basis
point shift of the yield curve. In all cases, Siemens uses the generally accepted and published
yield curves on the relevant balance sheet date. The fair value interest rate risk results
primarily from long-term fixed rate debt obligations and interest-bearing investments. Assuming a
100-basis point decrease in interest rates, this risk was 24 as of September 30, 2006,
decreasing from the comparable value of 34 as of September 30, 2005. Siemens seeks to limit
this risk through the use of derivative instruments which allow it to hedge fair value changes by
swapping fixed rates of interest into variable rates of interest.
For variable-rate instruments, the interest rate risk is monitored by using the cash flow
sensitivity also assuming a 100-basis point shift of the yield curves. Such risk mainly results
from hedges of fixed-rate debt obligations that swap fixed-rates of interest into variable-rates of
interest. This exposure leads to a cash flow interest rate risk of 32 as of September 30, 2006,
compared to 2 the year before, assuming a 100-basis point increase in interest rates.
To optimize the groups position with regard to interest income and interest expenses and to
minimize the overall financial interest rate risk, Corporate Treasury performs interest rate risk
management together with SFS as operating service provider. Part of the interest rate risk
management concept is a Corporate-wide interest rate overlay management to match interest periods
of hedges with intended maturities of assets and liabilities. Where it is not contrary to
country-specific regulations, all Groups and affiliated companies generally obtain any required
financing through Corporate Treasury in the form of loans or intercompany clearing accounts. The
same concept is adopted for deposits of cash generated by the units.
Siemens also mitigates interest rate risk by entering into interest rate derivative
instruments. For additional information see Note 29.
Liquidity risk
Liquidity risk results from the Companys potential inability to meet its financial
liabilities, e.g. settlement of its financial debt, paying its suppliers and settling finance lease
obligations. Beyond effective working capital and cash management, Siemens mitigates liquidity risk
by arranged borrowing facilities with highly rated financial institutions, via a medium-term note
program and via two established commercial paper programs.
Siemens has three credit facilities at its disposal, which are for general corporate purposes
and have never been drawn in the past. Siemens credit facilities as of September 30, 2006 amount
to 7.6 billion. These include a U.S.$5.0 billion syndicated multi-currency revolving credit
facility expiring March 2012 provided by a syndicate of international banks and a revolving credit
facility for an aggregate amount of 450 million expiring in September 2012 provided by a
domestic bank. In addition, in August 2006 the Company established a U.S.$4.0 billion syndicated
multi-currency term loan and revolving credit facility expiring August 2013 provided by a syndicate
of international banks. The facility comprises a U.S.$1.0 billion term loan and a U.S.$3.0 billion
revolving tranche. As of September 30, 2006 and 2005, the full amount of these lines of credit
remained unused.
None of Siemens credit facilities contain a material adverse change provision of the type
often found in facilities of such nature.
Siemens also has two commercial paper programs, under which Siemens typically issues
commercial paper with a maturity of less than 90 days, for an aggregate of U.S.$5.0 billion in the
U.S. domestic market and an aggregate of 3.0 billion in the euro market. In the third quarter
of fiscal 2006, the U.S.$ commercial paper program was increased from U.S.$3.0 billion to U.S.$5.0
billion. Under these commercial paper programs, Siemens had no reported outstandings at September
30, 2006.
71
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In addition, Siemens has a medium-term note program of 5.0 billion. The amount outstanding
under this program was 1.7 billion at September 30, 2006. In March 2006, Siemens updated its
medium-term note program. Also in March 2006, Siemens issued under the medium-term note program a
bond of U.S.$1.0 billion in a tranche of U.S.$500 million due 2012 and a tranche of U.S.$500
million due 2016.
None of Siemens commercial paper and medium-term note programs or credit facilities contain
specific financial covenants such as rating triggers or interest coverage, leverage or
capitalization ratios that could trigger remedies, such as acceleration of repayment or pledging of
additional collateral.
In August 2006, the Company issued two series of notes of U.S.$750 million maturing 2009 and
2012, as well as two series of notes of U.S.$1.75 billion maturing 2016 and 2026. In September
2006, the Company issued a Hybrid Capital bond in a euro tranche of 900 million and a British
pound tranche of £750 million both with a legal final maturity on September 14, 2066 and with a
call option for Siemens after 10 years or thereafter. The reason for these issuances was to better
match fund capital and currency requirements of Siemens, to diversify the investor base and to
strengthen the overall balance sheet.
In addition to the above described sources of liquidity, Siemens constantly monitors funding
options available in the capital markets, as well as trends in the availability and cost of such
funding, with a view to maintaining financial flexibility and limiting repayment risks.
Siemens overall liquidity as of September 30, 2006 and 2005, included 10,214 and
8,121, respectively, cash and cash equivalents held in various currencies. In addition as of
September 30, 2006 and 2005, 596 and 1,789, respectively, were held in current
available-for-sale financial assets traded in an active market. The reduction in the latter asset
category is mainly due to the completed sale of shares in Infineon, Juniper and Epcos (see Notes 8
and 10).
The overall liquidity for the entire company is generally managed by Corporate Treasury and
its designated service provider SFS, except in countries where local capital controls require
otherwise. As of September 30, 2006 and 2005, Corporate Treasury managed approximately 89% and 81%
of Siemens cash and cash equivalents. Corporate Treasury carefully manages investments of cash and
cash equivalents subject to strict credit requirements and counterparty limits.
The following table reflects all contractually fixed pay-offs for settlement, repayments and
interest resulting from recognized financial liabilities, including derivative financial
instruments with a negative market value as of September 30, 2006. For derivative financial
instruments the market value is presented, whereas for the other obligations the respective
undiscounted cash flows for the respective upcoming fiscal years are presented. Cash flows for
financial liabilities without fixed amount or timing are based on the conditions existing at
September 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 to |
|
|
2012 and |
|
|
|
2007 |
|
|
2008 |
|
|
2011 |
|
|
thereafter |
|
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and bonds |
|
|
1,782 |
|
|
|
1,357 |
|
|
|
6,630 |
|
|
|
8,777 |
|
Loans from banks |
|
|
722 |
|
|
|
91 |
|
|
|
107 |
|
|
|
125 |
|
Other financial indebtedness |
|
|
344 |
|
|
|
53 |
|
|
|
149 |
|
|
|
82 |
|
Obligations under finance leases |
|
|
93 |
|
|
|
85 |
|
|
|
187 |
|
|
|
134 |
|
Trade payables |
|
|
8,452 |
|
|
|
33 |
|
|
|
4 |
|
|
|
9 |
|
Other financial liabilities |
|
|
666 |
|
|
|
39 |
|
|
|
34 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities |
|
|
140 |
|
|
|
30 |
|
|
|
64 |
|
|
|
70 |
|
72
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The risk implied from the values shown in the table above, reflects the one-sided scenario of
only cash outflows. Leasing obligations, trade payables and other financial liabilities mainly
originate from the financing of assets used in our ongoing operations such as property, plant,
equipment and investments in working capital e.g. inventories and trade receivables. These assets
are considered in the Companys overall liquidity risk. To monitor existing financial assets and
liabilities as well as to enable an effective controlling of future risks, Siemens has established
a comprehensive risk reporting covering its worldwide business units.
The balanced view of liquidity and financial indebtedness is stated in the calculation of the
net liquidity amount. It results from the total amount of cash and cash equivalents as well as
current available-for-sale financial assets traded in an active market, less the amount of
commercial paper, medium-term notes, bonds, loans from banks and obligations under finance leases.
Credit risk
The Company is exposed to credit risk in connection with its significant project business in
the fields of public infrastructure and transport, healthcare, utilities and IT where direct or
indirect financing in various forms may be provided to customers. In limited cases, the Company may
also take an equity interest as part of the project financing.
The Company is also exposed to credit risk via its leasing activities, primarily related to
medical engineering, data processing equipment and industrial and consumer products of third party
manufacturers. Siemens credit risk regarding such activities presents additional risks, as the
volume of such transactions is higher, customers tend to be smaller for which transparent credit
histories are often not available.
Credit risk is defined as an unexpected loss in cash and earnings if the customer is unable to
pay its obligations in due time, if the value of property that serves as collateral declines, or if
the projects Siemens has invested in are not successful. The effective monitoring and controlling
of credit risk is a core competency of our risk management system. Corporate Treasury has
implemented a group-wide binding credit policy. Hence, credit evaluations and ratings are performed
on all customers with an exposure or requiring credit beyond a centrally defined limit.
Customer ratings, analyzed and defined by a designated SFS department, and individual customer
limits are based on generally accepted rating methodologies, the input from external rating
agencies and Siemens default experiences. Such ratings are processed by internal risk assessment
specialists. Ratings and credit limits are carefully considered in determining the conditions under
which direct or indirect financing will be offered to customers by the operating units.
Credit risk is recorded and monitored on an ongoing basis applying different approaches
dependent on the underlying product. Central systems are used for leasing business, factoring,
monitoring of operating counterparty risk, real-time monitoring of treasury counterparty risk, as
are a number of decentralized tools for management of individual credit risks within the operating
units. A central IT application processes data from the operating units together with rating and
default information and calculates an estimate which may be used as a basis for individual bad debt
provisions. Apart from this automated process, individual management judgment is applied, in
particular to incorporate the latest developments and qualitative information.
To mitigate credit risk, Corporate Treasury has developed a guideline under which operating
units may sell portions of their receivable portfolio on a non-recourse basis, either directly to
SFS or to external parties. Receivable sales to external parties are generally only performed for
customers with a credit rating below investment grade or for long-term projects with a financing
component.
SFS uses credit default swaps, classified as derivatives, to protect from credit risks
stemming from its receivables purchase business. In respect of financial assets that are not
protected through the use of credit default swaps the maximum exposure to credit risk, without
taking account of any collateral, is represented by their carrying amount. Credit risks arising
from credit guarantees are described in Note 27. After consideration of credit default swap
derivatives there were no significant concentrations of credit risk as of September 30, 2006.
73
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Concerning trade receivables and other receivables, as well as other loans or receivables
included in Other financial assets that are neither impaired nor past due, there were no
indications as of September 30, 2006, that defaults in payment obligations will occur. For further
information regarding the concept for the determination of allowances on receivables see Note 3.
31. Share-based payment
Share-based payment plans at Siemens are designed as equity-settled plans as well as
cash-settled plans. Total expense for share-based payment recognized in net income for continuing
and discontinued operations amounted to 56 and 60 for the years ended September 30, 2006
and 2005, respectively, and refers primarily to equity-settled awards, including the Companys
employee share purchase program. The total income tax benefit recognized in the Consolidated
Statements of Income for share-based payment was 35 and 38 in fiscal 2006 and 2005,
respectively.
Equity-settled awards
Cash received from stock option exercises and from the Companys employee share purchase plan
for the years ended September 30, 2006 and 2005 amounts to 313 and 173, respectively.
Stock option plans
Description of plans1999 Siemens Stock Option Plan
As part of a stock option plan for members of the Managing Board, key executives and other
eligible employees, the Companys shareholders authorized the Managing Board on February 18, 1999
to distribute non-transferable options exercisable for up to an aggregate of 10 million common
shares. The authority to distribute options under this plan would have originally expired on
February 18, 2004. With the ratification by Siemens shareholders of the 2001 Siemens Stock Option
Plan (further details see below), the 1999 Siemens Stock Option Plan (the 1999 Plan) has been
replaced and no further options under this plan have been granted.
Under the 1999 Plan, the exercise price is equal to the average market price of Siemens stock
during the five days preceding the date the options were granted. The options are exercisable
within the five years following a holding period of two years if Siemens AG stock price outperforms
the Dow Jones Stoxx-Index by at least two percentage points on five consecutive days. This
percentage applies to the first year of the five-year option exercise period, and increases by 0.5
percentage points in each subsequent year.
The terms of the plan allow the Company, at its discretion upon exercise of the option, to
offer optionees settlement of the options in either newly issued shares of common stock of Siemens
AG from the Conditional Capital reserved for this purpose, treasury stock or cash. The alternatives
offered to optionees are determined by the Managing Board in each case as approved by the
Supervisory Board. Compensation in cash is equal to the difference between the exercise price and
the average market price of the Companys stock on the five trading days preceding the exercise of
the stock options.
Description of plans2001 Siemens Stock Option Plan
At the Annual Shareholders Meeting on February 22, 2001, shareholders authorized Siemens AG
to establish the 2001 Siemens Stock Option Plan, making available up to 55 million options.
Compared to the 1999 Plan, the number of eligible recipients is significantly larger. The option
grants are subject to a two-year vesting period, after which they may be exercised for a period of
up to three years. The exercise price is equal to 120% of the reference price, which corresponds to
the average opening market price of Siemens AG during the five trading days preceding the date of
the stock option grant. However, an option may only be exercised if the trading price of the
Companys shares reaches a performance target which is equal to the exercise price at least once
during the life of the option. The terms of the plan allow the Company, at its discretion upon
exercise of the option, to offer optionees settlement of the options in either newly issued shares
of common stock of Siemens AG from the Conditional Capital reserved for this purpose, treasury
stock or cash. The alternatives offered to optionees are determined by the Managing Board in each
case as approved by the Supervisory Board. Compensation in cash shall be equal to the difference
between the exercise price and the opening market price of the Companys stock on the day of
exercising the stock options. The amount of shares authorized to be
issued to accommodate stock option exercises is 63,797 thousand as of September 30, 2006. The Company is
also authorized to repurchase up to 10% of the 2,673 common stock until July 25, 2007.
74
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The issuance of stock options to members of the Managing Board on or after October 1, 2003,
has been subject to the proviso that the Supervisory Board may restrict the stock option exercise
in the event of extraordinary, unforeseen changes in the market price of the Siemens share. Those
restrictions may reduce the number of options exercisable by each Board Member, provide for an
exercise in cash for a constricted amount only, or suspend the exercise of the option until the
extraordinary effects on the share price have ceased. The fair value of the options has not been
adjusted for effects resulting from such restrictions. Reasonable estimates cannot be made until it
is probable that such adverse events will occur. Since it is not possible to reasonably estimate
the fair value of those options at the grant date, compensation costs are determined based on the
current intrinsic value of the option until the date at which the number of shares to which a Board
member is entitled to and the exercise price are determinable. Upon that date, fair value will be
determined in accordance with the fair value recognition provisions of IFRS 2, Share-Based Payment,
based on an appropriate fair value option pricing model.
The Supervisory as well as the Managing Board decided not to grant any stock options in fiscal
year 2007. Since the authority to distribute options under the 2001 Siemens Stock Option Plan
expires on December 13, 2006, no further options will be granted under this plan.
In November 2005, the Supervisory Board and Managing Board granted options to 597 key
executives for 3,023,830 shares with an exercise price of 74.59 of which options for 315,495
shares were granted to the Managing Board. In November 2004, the Supervisory Board and Managing
Board granted options to 624 key executives for 2,945,035 shares with an exercise price of
72.54 of which options for 296,270 shares were granted to the Managing Board.
Details on option exercise activity and weighted average exercise prices for the years ended
September 30, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
September 30, 2006 |
|
|
Year ended
September 30, 2005 |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
remaining |
|
|
Aggregate |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average |
|
|
contractual |
|
|
intrinsic value |
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
exercise |
|
|
term |
|
|
in millions of |
|
|
|
|
|
|
exercise |
|
|
|
Options |
|
|
price |
|
|
(years) |
|
|
|
|
|
Options |
|
|
price |
|
Outstanding,
beginning of period |
|
|
28,611,556 |
|
|
71.93 |
|
|
|
|
|
|
|
|
|
|
28,054,326 |
|
|
70.86 |
Granted |
|
|
3,023,830 |
|
|
74.59 |
|
|
|
|
|
|
|
|
|
|
2,945,035 |
|
|
72.54 |
Options exercised |
|
|
(4,215,508 |
) |
|
55.71 |
|
|
|
|
|
|
|
|
|
|
(1,696,362 |
) |
|
54.31 |
Options forfeited |
|
|
(690,730 |
) |
|
76.57 |
|
|
|
|
|
|
|
|
|
|
(691,443 |
) |
|
74.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of
period |
|
|
26,729,148 |
|
|
74.67 |
|
1.8 |
|
|
65 |
|
|
|
28,611,556 |
|
|
71.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, end of
period |
|
|
20,978,443 |
|
|
74.96 |
|
1.3 |
|
|
65 |
|
|
|
17,486,809 |
|
|
71.21 |
The total intrinsic value of options exercised during the years ended September 30, 2006
and 2005 amounts to 68 and 14, respectively. The total grant-date fair value of options
vested during the years ended September 30, 2006 and 2005 was 76 and 84, respectively. As
of September 30, 2006, unrecognized compensation cost related to fair value measured stock options
amounted to 6, which is expected to be recognized over a weighted average period of 1 year.
75
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The following table summarizes information on stock options outstanding and exercisable at
September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding |
|
|
Options exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Aggregate |
|
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
intrinsic |
|
|
|
|
|
|
Weighted |
|
|
average |
|
|
intrinsic |
|
|
|
Number of |
|
|
average |
|
|
average |
|
|
value as of |
|
|
Number of |
|
|
average |
|
|
exercise |
|
|
value as of |
|
|
|
options |
|
|
remaining life |
|
|
exercise price |
|
|
September |
|
|
options |
|
|
remaining life |
|
|
price per |
|
|
September |
|
Exercise prices |
|
outstanding |
|
|
(years) |
|
|
per share |
|
|
30, 2006 |
|
|
exercisable |
|
|
(years) |
|
|
share |
|
|
30, 2006 |
|
53.70 |
|
|
4,317,952 |
|
|
|
1.2 |
|
|
53.70 |
|
|
65 |
|
|
|
4,317,952 |
|
|
|
1.2 |
|
|
53.70 |
|
|
65 |
|
57.73 |
|
|
20,625 |
|
|
|
0.1 |
|
|
57.73 |
|
|
|
|
|
|
20,625 |
|
|
|
0.1 |
|
|
57.73 |
|
|
|
|
72.54 |
|
|
2,778,300 |
|
|
|
3.2 |
|
|
72.54 |
|
|
|
|
|
|
|
|
|
|
3.2 |
|
|
72.54 |
|
|
|
|
73.25 |
|
|
7,796,442 |
|
|
|
2.2 |
|
|
73.25 |
|
|
|
|
|
|
7,796,442 |
|
|
|
2.2 |
|
|
73.25 |
|
|
|
|
74.59 |
|
|
2,972,405 |
|
|
|
4.2 |
|
|
74.59 |
|
|
|
|
|
|
|
|
|
|
4.2 |
|
|
74.59 |
|
|
|
|
86.23 |
|
|
2,743,721 |
|
|
|
1.2 |
|
|
86.23 |
|
|
|
|
|
|
2,743,721 |
|
|
|
1.2 |
|
|
86.23 |
|
|
|
|
87.19 |
|
|
6,099,703 |
|
|
|
0.2 |
|
|
87.19 |
|
|
|
|
|
|
6,099,703 |
|
|
|
0.2 |
|
|
87.19 |
|
|
|
|
Fair value information
The Companys determination of the fair value of grants is based on a Black-Scholes option
pricing model, which was developed for use in estimating the fair values of options that have no
vesting restrictions. Option valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Assumptions made in estimating the fair value of
grants made during the years ended September 30, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Assumptions at grant date |
|
|
|
2006 |
|
2005 |
Risk-free interest rate |
|
|
2.99 |
% |
|
|
2.72 |
% |
Expected dividend yield |
|
|
2.41 |
% |
|
|
2.07 |
% |
Expected volatility |
|
|
18.30 |
% |
|
|
20.38 |
% |
Expected option life |
|
3.5 yrs. |
|
3 yrs. |
Estimated weighted average fair value per option |
|
4.06 |
|
4.54 |
Fair value of total options granted during fiscal year |
|
11 |
|
12 |
In fiscal 2006, the expected volatility is based on historical volatility of Siemens shares,
implied volatility for traded Siemens options with similar terms and features, and certain other
factors. The expected term is derived by applying the simplified method and is determined as the
average of the vesting term and the contractual term. The risk-free interest rate is based on
applicable governmental bonds. Changes in subjective assumptions can materially affect the fair
value of the option.
Stock awards
In the first quarter of fiscal 2005, the Company introduced stock awards and phantom stock as
another means for providing share-based payment to members of the Managing Board and other eligible
employees. Stock awards are subject to a four year vesting period. Upon expiration of the vesting
period, the recipient receives Siemens shares without payment of consideration. Stock awards are
forfeited if the grantees employment with the Company terminates prior to the expiration of the
vesting period. During the vesting period, grantees are not entitled to dividends. Stock awards may
not be transferred, sold, pledged or otherwise encumbered. Stock awards may be settled in newly
issued shares of common stock of Siemens AG, treasury stock or in cash. The settlement method will
be determined by the Managing Board and the Supervisory Board.
Each fiscal year, the Company decides whether or not to grant Siemens stock awards. Siemens
stock awards may be granted only once a year within thirty days following the date of publication
of the business results for the previous fiscal year. The Supervisory Board decides annually after
the end of each fiscal year how many stock awards to grant to the Managing Board and the Managing
Board decides annually how many stock awards to grant to members of the top management of domestic
and foreign subsidiaries and eligible employees.
76
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In fiscal 2006, the Company granted 1,076,860 stock awards to 5,198 employees and members of
the Managing Board, of which 25,221 awards were granted to the Managing Board. In fiscal 2005, the
Company granted 1,152,508 stock awards to 5,343 employees and members of the Managing Board, of
which 24,177 awards were granted to the Managing Board. Details on stock award activity and weighted
average grant-date fair value are summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended September 30, 2006 |
|
Year
ended September 30, 2005 |
|
|
|
|
|
|
Weighted average |
|
|
|
|
|
Weighted average |
|
|
|
|
|
|
grant-date |
|
|
|
|
|
grant-date |
|
|
Awards |
|
|
fair value |
|
Awards |
|
|
fair value |
Nonvested, beginning of
period |
|
|
1,136,048 |
|
|
|
55.63 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,076,860 |
|
|
|
57.28 |
|
|
|
1,152,508 |
|
|
|
55.63 |
Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(58,037 |
) |
|
|
56.17 |
|
|
|
(16,460 |
) |
|
|
55.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested, end of period |
|
|
2,154,871 |
|
|
|
56.44 |
|
|
|
1,136,048 |
|
|
|
55.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value was determined as the market price of Siemens shares less the present value of
dividends expected during the 4 year vesting period which resulted in a fair value of 57.28 and
55.63, respectively, per stock award granted in fiscal 2006 and 2005. Total fair value of stock
awards granted in fiscal 2006 and 2005 amounted to 62 and 64, respectively.
As of September 30, 2006, unrecognized compensation costs related to stock awards amounted to
76, which is expected to be recognized over a weighted average vesting period of 2.7 years.
Employee share purchase program
Under a compensatory employee share purchase program, employees may purchase a limited number
of shares in the Company at preferential prices once a year. Up to a stipulated date in the first
quarter of each fiscal year, employees may order the shares, which are usually issued in the second
quarter of the fiscal year. The employee share purchase program is measured at fair value. During
the years ended September 30, 2006 and 2005 the Company incurred compensation expense (before
income taxes) of 38 and 31, respectively, related to the sale of repurchased shares to
employees, based on a preferential employee share price of 46.12 and 43.24, respectively,
and a grant-date fair value of 21.19 and 16.86, respectively, per share. For information on
corresponding Siemens share repurchases, see Note 25.
Cash-settled awards
Stock appreciation rights (SARs)
Where local regulations restrict the grant of stock options in certain jurisdictions, the
Company grants SARs to employees under the same conditions as the 2001 Siemens Stock Option Plan
except that SARs are exercisable in cash only.
77
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Details on SARs activity and weighted average exercise prices are summarized in the table
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended September 30, 2006 |
|
|
Year
ended September 30, 2005 |
|
|
|
|
|
|
|
Weighted average |
|
|
|
|
|
|
Weighted average |
|
|
|
|
|
|
|
exercise |
|
|
|
|
|
|
exercise |
|
|
|
SARs |
|
|
price |
|
|
SARs |
|
|
price |
|
Outstanding, beginning of
period |
|
|
267,720 |
|
|
73.05 |
|
|
198,850 |
|
|
73.25 |
Granted |
|
|
97,270 |
|
|
74.59 |
|
|
76,670 |
|
|
72.54 |
SARs exercised |
|
|
(2,300 |
) |
|
73.25 |
|
|
|
|
|
|
|
|
SARs forfeited |
|
|
(12,790 |
) |
|
73.20 |
|
|
(7,800 |
) |
|
73.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period |
|
|
349,900 |
* |
|
73.47 |
|
|
267,720 |
|
|
73.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, end of period |
|
|
181,950 |
|
|
73.25 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Thereof 72,420 SARs with a 72.54 exercise price and a weighted average remaining life
of 3.2 years, 181,950 SARs with a 73.25 exercise price and a weighted average remaining
life of 2.2 years and 95,530 SARs with a 74.59 exercise price and a weighted average
remaining life of 4.2 years. |
In fiscal 2006, the expected volatility is based on historical volatility of Siemens
shares, implied volatility for traded Siemens options with similar terms and features, and certain
other factors. The expected term is derived by applying the simplified method and is determined as
the average of the vesting term and the contractual term. The risk-free interest rate is based on
applicable governmental bonds. Changes in subjective assumptions can materially affect the fair
value of the SARs.
Phantom stock
Where local regulations restrict the grants of stock awards in certain jurisdictions, the
Company grants phantom stock to employees under the same conditions as the Siemens stock awards,
except that grantees receive the share prices equivalent value in cash only at the end of the four
year vesting period. In fiscal 2005, 28,628 phantom stock rights were granted and 391 phantom stock
rights forfeited, resulting in a balance of 28,237 phantom stock rights as of September 30, 2005.
In fiscal 2006, 33,153 phantom stock rights were granted and 805 phantom stock rights forfeited,
resulting in a balance of 60,585 phantom stock rights as of September 30, 2006. None of the phantom
stock rights were vested as of September 30, 2006.
32. Personnel costs
|
|
|
|
|
|
|
|
|
|
|
Year
ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
Wages and salaries |
|
|
20,764 |
|
|
|
18,794 |
|
Statutory social welfare contributions and expenses for
optional support payments |
|
|
3,476 |
|
|
|
3,114 |
|
Expenses relating to pension plans and employee benefits |
|
|
1,064 |
|
|
|
716 |
|
|
|
|
|
|
|
|
|
|
|
25,304 |
|
|
|
22,624 |
|
|
|
|
|
|
|
|
Expenses relating to pension plans and employee benefits includes service cost for the period.
Expected return on plan assets and interest cost are included in Financial income, net.
78
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The average number of employees in fiscal year 2006 and 2005 was 420,700 and 388,400,
respectively (based on continuing operations). Part-time employees are included on a proportionate
basis rather than being counted as full units. The employees were engaged in the following
activities:
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
Manufacturing and services |
|
|
253.0 |
|
|
|
224.5 |
|
Sales and marketing |
|
|
92.2 |
|
|
|
89.7 |
|
Research and development |
|
|
37.5 |
|
|
|
35.9 |
|
Administration and general services |
|
|
38.0 |
|
|
|
38.3 |
|
|
|
|
|
|
|
|
|
|
|
420.7 |
|
|
|
388.4 |
|
|
|
|
|
|
|
|
33. Earnings per share
|
|
|
|
|
|
|
|
|
|
|
Year ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(shares in thousands) |
|
Income from continuing operations |
|
|
3,107 |
|
|
|
3,322 |
|
Less: Portion attributable to minority interest |
|
|
(196 |
) |
|
|
(200 |
) |
|
|
|
|
|
|
|
Income from continuing operations attributable to shareholders of
Siemens AG |
|
|
2,911 |
|
|
|
3,122 |
|
Plus: Effect of assumed conversion, net of tax |
|
|
143 |
|
|
|
37 |
|
|
|
|
|
|
|
|
Income from continuing operations attributable to shareholders of
Siemens AG plus effect of assumed conversion |
|
|
3,054 |
|
|
|
3,159 |
|
Weighted average shares outstandingbasic |
|
|
890,850 |
|
|
|
890,732 |
|
Effect of dilutive convertible debt securities and share-based payment |
|
|
46,770 |
|
|
|
45,798 |
|
|
|
|
|
|
|
|
Weighted average shares outstandingdiluted |
|
|
937,620 |
|
|
|
936,530 |
|
Basic earnings per share (from continuing operations) |
|
|
3.27 |
|
|
|
3.50 |
|
Diluted earnings per share (from continuing operations) |
|
|
3.26 |
|
|
|
3.37 |
|
In June 2003, the Company issued 2.5 billion of convertible notes (see Note 21). The
dilutive effect of potential common shares has been incorporated in determining diluted earnings
per share.
34. Segment information
As of fiscal 2006, the Company has twelve reportable segments referred to as Groups reported
among the components used in Siemens financial statement presentation as described in Note 1. The
Groups are organized based on the nature of products and services provided.
Within the Operations component, Siemens has ten Groups which involve manufacturing,
industrial and commercial goods, solutions and services in areas more or less related to Siemens
origins in the electrical business. Also included in Operations are operating activities not
associated with a Group, which are reported under Other Operations, as well as other reconciling
items discussed in Reconciliation to financial statements below.
As discussed in Note 4, the primary business components of Com, carrier networks, enterprise
networks and MD, were either held for disposal or already disposed of as of September 30, 2006, and
therefore Com ceased to be an operating segment. The remaining business activities of Com that are
not held for disposal are currently presented in Other Operations for segment reporting purposes.
Except for these businesses, the historical results of Com are presented as discontinued operations
in the Companys Consolidated Statements of Income for the years ended September 30, 2006 and 2005.
Current and prior year segment disclosures exclude the applicable information included in the
Companys financial statement presentation. The organizational changes announced in fiscal 2006
will result in dissolving Com in fiscal 2007. Beginning October 1, 2006, A&D will take
responsibility for Coms Wireless Modules business.
The Financing and Real Estate component includes the Groups SFS and SRE. The Eliminations,
reclassifications and Corporate Treasury component separately reports the consolidation of
transactions among Operations and Financing and Real Estate, as well as certain reclassifications
and the activities of the Companys Corporate Treasury.
79
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The accounting policies of these components, as well as the Groups included, are generally the
same as those used for Siemens and are described in Note 2 Summary of significant accounting
policies. Corporate overhead is generally not allocated to segments. Intersegment transactions are
generally based on market prices.
New orders are determined principally as the estimated revenue of accepted purchase orders and
order value changes and adjustments, excluding letters of intent.
Operations
The Managing Board is responsible for assessing the performance of the Operations Groups. The
Companys profitability measure for its Operations Groups is earnings before financing interest,
certain pension costs, and income taxes (Group profit) as determined by the Managing Board as the
chief operating decision maker (see discussion below). Group profit excludes various categories of
items which are not allocated to the Groups since the Managing Board does not regard such items as
indicative of the Groups performance. Group profit represents a performance measure focused on
operational success excluding the effects of capital market financing issues.
Financing interest is any interest income or expense other than interest income related to
receivables from customers, from cash allocated to the Groups and interest expense on payables to
suppliers. Financing interest is excluded from Group profit because decision-making regarding
financing is typically made centrally by Corporate Treasury.
Similarly, decision-making regarding essential pension items is done centrally. As a
consequence, Group profit includes only amounts related to the service cost of pension plans, while
all other pension related costs (including charges for the German pension insurance association and
plan administration costs) are included in the line item Corporate items, pensions and
eliminations.
Furthermore, income taxes are excluded from Group profit since tax expense is subject to legal
structures which typically do not correspond to the structure of the Operations Groups.
The Managing Board also determined net capital employed as additional information to assess
the capital intensity of the Operations Groups. Its definition corresponds with the Group profit
measure. Net capital employed is based on total assets excluding intragroup financing receivables
and intragroup investments and tax related assets, as the corresponding positions are excluded from
Group profit (asset-based adjustments). The remaining assets are reduced by non-interest-bearing
liabilities other than tax related liabilities (e.g. trade payables) and provisions
(liability-based adjustments) to derive net capital employed. The reconciliation of total assets to
net capital employed is presented below.
Other Operations primarily refers to operating activities not associated with a Group and
certain centrally-held equity investments (such as BSH Bosch und Siemens Hausgeräte GmbH), as well
as to assets recently acquired as part of acquisitions for which the allocation to the Groups are
not yet finalized but excluding the investment in Infineon, which was included in Corporate items
prior to its sale (see Note 10 for further information). The Dematic business was included in Other
Operations before a significant portion of it was sold (see Note 4 for further information).
Reconciliation to financial statements
Reconciliation to financial statements includes items which are excluded from the definition
of Group profit as well as costs of corporate headquarters.
Corporate items includes corporate charges such as personnel costs for corporate headquarters,
the results of corporate-related derivative activities, as well as corporate projects and
non-operating investments. Pensions includes the Companys pension related income (expenses) not
allocated to the Groups. Eliminations represents the consolidation of transactions within the
Operations component.
In fiscal 2006, Corporate items, pensions and eliminations in the column Group profit includes
(573) related to corporate items, as well as 4 and related to pensions and
eliminations, respectively. In fiscal 2005, Corporate items, pensions and eliminations in the
column Group profit includes (665) related to corporate items, as well as 37 and (22)
related to pensions and eliminations, respectively.
80
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In fiscal 2006, Corporate items includes pre-tax gains of 33 and 15, respectively,
from the sale of the Companys remaining interest in Infineon and Epcos (see Note 10).
Other interest expense of Operations relates primarily to interest paid on debt and corporate
financing transactions through Corporate Treasury.
The following table reconciles total assets of the Operations component to net capital
employed of the Operations Groups as disclosed in Segment Information according to the above
definition:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Total assets of Operations |
|
|
80,222 |
|
|
|
76,868 |
|
Asset-based adjustments: |
|
|
|
|
|
|
|
|
Intragroup financing receivables and investments |
|
|
(16,028 |
) |
|
|
(15,719 |
) |
Tax-related assets |
|
|
(3,989 |
) |
|
|
(3,737 |
) |
Liability-based adjustments: |
|
|
|
|
|
|
|
|
Pension plans and similar commitments |
|
|
(5,081 |
) |
|
|
(5,460 |
) |
Liabilities |
|
|
(37,133 |
) |
|
|
(36,053 |
) |
Assets classified as held for disposal and associated liabilities |
|
|
(1,993 |
) |
|
|
44 |
|
Other adjustments |
|
|
|
|
|
|
(825 |
) |
|
|
|
|
|
|
|
Total adjustments (line item Other assets related and
miscellaneous reconciling items within the Segment Information
table) |
|
|
(64,224 |
) |
|
|
(61,750 |
) |
Net capital employed of Corporate items, pensions and eliminations |
|
|
6,516 |
|
|
|
4,793 |
|
|
|
|
|
|
|
|
Net capital employed of Operations Groups |
|
|
22,514 |
|
|
|
19,911 |
|
|
|
|
|
|
|
|
The following table shows the amounts of segment assets and liabilities employed by Groups:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
|
Segment liabilities |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
SBS |
|
|
2,083 |
|
|
|
2,047 |
|
|
|
1,912 |
|
|
|
1,823 |
|
A&D |
|
|
6,655 |
|
|
|
5,805 |
|
|
|
2,822 |
|
|
|
2,507 |
|
I&S |
|
|
4,873 |
|
|
|
4,694 |
|
|
|
3,594 |
|
|
|
3,173 |
|
SBT |
|
|
3,064 |
|
|
|
2,623 |
|
|
|
1,301 |
|
|
|
1,221 |
|
PG |
|
|
8,491 |
|
|
|
7,296 |
|
|
|
6,546 |
|
|
|
5,750 |
|
PTD |
|
|
4,327 |
|
|
|
3,872 |
|
|
|
2,626 |
|
|
|
2,238 |
|
TS |
|
|
3,403 |
|
|
|
3,180 |
|
|
|
3,292 |
|
|
|
3,138 |
|
SV |
|
|
6,136 |
|
|
|
5,765 |
|
|
|
2,369 |
|
|
|
2,276 |
|
Med |
|
|
7,436 |
|
|
|
5,801 |
|
|
|
2,461 |
|
|
|
2,441 |
|
Osram |
|
|
3,024 |
|
|
|
2,985 |
|
|
|
1,048 |
|
|
|
1,008 |
|
SFS |
|
|
10,543 |
|
|
|
10,162 |
|
|
|
9,412 |
|
|
|
9,179 |
|
SRE |
|
|
3,221 |
|
|
|
3,490 |
|
|
|
2,301 |
|
|
|
2,570 |
|
Reconciliation to financial statements* |
|
|
24,475 |
|
|
|
24,092 |
|
|
|
21,772 |
|
|
|
20,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens Consolidated Balance Sheets |
|
|
87,731 |
|
|
|
81,812 |
|
|
|
61,456 |
|
|
|
57,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Reconciliation to financial statements includes assets and liabilities of the
Eliminations, reclassifications and Corporate Treasury component and Other Operations, as well
as intersegment eliminations and items which are excluded from the definition of segment
assets and liabilities and therefore not allocated to segments. |
81
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The following table reconciles Net cash from operating and investing activities, Capital
spending and Amortization, depreciation and impairments of the Operations component as disclosed in
Segment Information to Siemens Consolidated Statements of Cash Flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating |
|
|
|
|
|
|
|
|
|
|
Amortization, depreciation |
|
|
|
and investing activities |
|
|
Capital spending |
|
|
and impairments |
|
|
|
Year ended September 30, |
|
|
Year ended September 30, |
|
|
Year ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Total
Operations -
continuing |
|
|
673 |
|
|
|
(1,658 |
) |
|
|
5,299 |
|
|
|
5,344 |
|
|
|
2,374 |
|
|
|
2,601 |
|
Total Operations -
discontinued |
|
|
12 |
|
|
|
(566 |
) |
|
|
406 |
|
|
|
607 |
|
|
|
302 |
|
|
|
504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operations |
|
|
685 |
|
|
|
(2,224 |
) |
|
|
5,705 |
|
|
|
5,951 |
|
|
|
2,676 |
|
|
|
3,105 |
|
Total Financing and
Real Estate -
continuing |
|
|
210 |
|
|
|
53 |
|
|
|
791 |
|
|
|
775 |
|
|
|
442 |
|
|
|
424 |
|
Total Financing and
Real Estate -
discontinued |
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Financing and
Real Estate |
|
|
210 |
|
|
|
58 |
|
|
|
791 |
|
|
|
775 |
|
|
|
442 |
|
|
|
425 |
|
Eliminations,
reclassifications
and Corporate
Treasury -
continuing |
|
|
90 |
|
|
|
(84 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations,
reclassifications
and Corporate
Treasury -
discontinued |
|
|
(22 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations,
reclassifications
and Corporate
Treasury |
|
|
68 |
|
|
|
(96 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens
Consolidated
Statements of Cash
Flow |
|
|
963 |
|
|
|
(2,262 |
) |
|
|
6,496 |
|
|
|
6,726 |
|
|
|
3,118 |
|
|
|
3,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing and Real Estate
The Companys performance measurement for its Financing and Real Estate Groups is Income
before income taxes. In contrast to the performance measurement used for the Operations Groups,
interest income and expense is an important source of revenue and expense for Financing and Real
Estate.
For the years ended September 30, 2006 and 2005, Income before income taxes at SFS includes
interest revenue of 557 and 491, respectively, and interest expense of 331 and 257,
respectively. In addition, Income before income taxes includes earnings from equity investees for
the years ended September 30, 2006 and 2005 of 57 and 46, respectively.
For the years ended September 30, 2006 and 2005, Income before income taxes at SRE includes
interest revenue of 49 and 51, respectively, and interest expense of 138 and 147,
respectively.
Eliminations, reclassifications and Corporate Treasury
Income before income taxes consists primarily of interest income due to cash management
activities, corporate finance, and certain currency and interest rate derivative instruments.
Description of business segments
The Operations Groups are comprised of the following businesses:
Siemens Business Services (SBS)SBS provides information and communications services to
customers primarily in the manufacturing industry, the public sector, financial services,
utilities, telecommunications and media. SBS designs, builds and operates both discrete and
large-scale information and communications-systems and solutions and also provides related
maintenance and support services.
Automation and Drives (A&D)A&D produces and installs manufacturing automation systems, drives
systems, low voltage controllers and distributors, and process automation products and instrument
systems and provides related solutions and services.
82
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Industrial Solutions and Services (I&S)I&S provides a range of facilities systems, solutions
and services to raw materials processing companies and infrastructure customers. I&S aims to
optimize the production and operational processes of customers in the sectors water, metals, traffic control, airport
logistics, postal automation, marine solutions, oil and gas, paper, cement and opencast mining
sectors.
Siemens Building Technologies (SBT)SBT provides products, systems and services for monitoring
and regulating the temperature and ventilation, fire safety, security and energy efficiency of
commercial and industrial property, as well as special applications for airports, tunnels, harbors
or stadiums.
Power Generation (PG)PG provides customers worldwide with a full range of equipment necessary
for the efficient conversion of energy into electricity and heat. It customizes gas and steam
turbines in the smaller output range, which can be used as drives for compressors or large pumps,
to meet specific project needs. It offers a broad range of power plant technology, with activities
that include: development and manufacture of key components, equipment, and systems; planning,
engineering and construction of new power plants; and comprehensive servicing, retrofitting and
modernizing of existing facilities.
Power Transmission and Distribution (PTD)PTD supplies energy utilities and large industrial
power users with equipment, systems and services used to process and transmit electrical power from
the source, typically a power plant, to various points along the power transmission network and to
distribute power via a distribution network to the end-user.
Transportation Systems (TS)TS provides products and services for the rail industry, including
signaling and control systems, railway electrification systems, complete heavy rail systems
including rapid transit systems, locomotives, light rail systems and other rail vehicles.
Siemens VDO Automotive (SV)SV develops, manufactures and sells electronic and mechatronic
systems, modules and components for passenger cars and commercial vehicles. Its product range
includes solutions for advanced propulsion and motor management, car body and chassis electronics,
safety and driver assistance systems as well as driver information, communication and multimedia
systems.
Medical Solutions (Med)Med develops, manufactures and markets in vivo and in vitro diagnostic
and therapeutic systems and devices such as computed tomography, magnetic resonance, molecular
imaging, ultrasound and radiology devices, and hearing instruments, as well as information
technology systems for clinical and administrative purposes. It provides technical maintenance,
professional and consulting services.
OsramOsram designs, manufactures and sells a full spectrum of lighting products for a variety
of applications such as general lighting and automotive, photo-optic and opto-semiconductor
lighting.
The Financing and Real Estate Groups are comprised of the following two businesses:
Siemens Financial Services (SFS)SFS, the Companys international financial services segment,
provides a variety of customized financial solutions both to third parties and to other Siemens
business Groups and their customers.
Siemens Real Estate (SRE)SRE owns and manages a substantial part of Siemens real estate
portfolio and offers service portfolio specializing in real estate development projects, real
estate disposals, asset management, and lease and service management.
83
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
35. Geographic information
The following table presents data by geographic region as of and for the years ended September
30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by location of customer |
|
|
Revenue by location of companies |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Germany |
|
|
15,127 |
|
|
|
14,464 |
|
|
|
23,969 |
|
|
|
20,940 |
|
Europe (other than Germany) |
|
|
23,458 |
|
|
|
21,006 |
|
|
|
23,225 |
|
|
|
20,314 |
|
U.S |
|
|
16,598 |
|
|
|
14,047 |
|
|
|
16,553 |
|
|
|
14,261 |
|
Americas other than U.S |
|
|
4,582 |
|
|
|
3,546 |
|
|
|
3,688 |
|
|
|
2,923 |
|
Asia-Pacific |
|
|
10,546 |
|
|
|
8,080 |
|
|
|
7,136 |
|
|
|
5,486 |
|
Africa, Middle East, C.I.S. |
|
|
5,942 |
|
|
|
3,994 |
|
|
|
1,682 |
|
|
|
1,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens |
|
|
76,253 |
|
|
|
65,137 |
|
|
|
76,253 |
|
|
|
65,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
|
2006 |
|
|
2005 |
|
Germany |
|
|
4,557 |
|
|
|
4,272 |
|
Europe (other than Germany) |
|
|
3,536 |
|
|
|
3,530 |
|
U.S |
|
|
2,378 |
|
|
|
2,551 |
|
Americas other than U.S |
|
|
511 |
|
|
|
592 |
|
Asia-Pacific |
|
|
1,011 |
|
|
|
965 |
|
Africa, Middle East, C.I.S. |
|
|
79 |
|
|
|
102 |
|
|
|
|
|
|
|
|
Siemens |
|
|
12,072 |
|
|
|
12,012 |
|
|
|
|
|
|
|
|
36. Subsequent events
During the first quarter of fiscal 2007, Siemens decided to provide funds for job placement
companies for employees affected by the bankruptcy of BenQ Mobile GmbH & Co. OHG and for Inservio
GmbH with a corresponding impact on the Companys income in fiscal 2007.
On November 15, 2006, Munich public prosecutors (the Prosecutors) conducted searches of
Company premises and private homes in Munich, Erlangen and in Austria during which a large volume
of documents and electronic data were confiscated. These actions were taken in connection with an
investigation of certain current and former employees of the Company on suspicion of embezzlement,
bribery and tax evasion. Several arrest warrants were issued for several current and former
employees who are or were associated with Com. Among those arrested were a former CFO of Com as
well as the heads of Coms internal audit and accounting and controlling departments. Another
former employee was apprehended in Austria and extradited to Germany. In addition to the
interrogations of those arrested, statements were taken from a number of witnesses including
Company officials. On December 12, 2006 Siemens learned that a former member of the Corporate
Executive Committee of Siemens Management Board, who had been responsible for Com, was also
arrested in connection with the investigation.
The Prosecutors announced that those arrested are suspected of collaborating to open slush
fund accounts abroad, and of operating a system to embezzle funds from the Company. More
specifically, the Prosecutors allege that from 2002 to the present, these individuals siphoned off
money from Com via off-shore companies and their own accounts in Switzerland and Liechtenstein. The
Prosecutors indicated that whether and the extent to which the diverted funds were used for bribes
remains to be determined. The investigation is ongoing, and the Company is fully cooperating with
the authorities.
The Prosecutors current investigation grew out of an anonymous complaint and requests for
judicial assistance from Switzerland and Italy.
Bank accounts in Geneva, Switzerland, held by a former officer of Com of Siemens Greece were
seized in August 2005. The Company became aware of the seizure at the end of 2005 having been
notified by both the officer and the financial institution in which the accounts were held. As part
of its internal investigation, the Company filed a civil action in Greece against the officer on
November 14, 2006.
In June 2006, the Company also became aware of the existence of an escrow account in Lugano,
Switzerland. In July 2006, the trustee was requested to provide documentation of the account and to
transfer the funds to the Company: The account was seized prior to receiving the funds.
84
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Bank accounts in Liechtenstein were also seized in late 2004. Funds from these Liechtenstein
accounts were transferred to Siemens in 2005 after being released by governmental authorities.
On March 30, 2006, the premises of Intercom Telecommunication Systems AG in Switzerland
(Intercom), a subsidiary of Siemens, were searched by Swiss prosecutors. The Company subsequently
learned that, via Intercom, so-called Business Consultant Agreements were processed directly or
indirectly through intermediary companies. Intercom currently finds itself in liquidation. It has
been established that Intercom made payments to the above mentioned bank accounts. Investigations
are ongoing to determine the rightful owner of the accounts in Geneva and Lugano.
The Swiss investigation was preceded by Liechtenstein criminal investigations. The criminal
investigation in Liechtenstein related to money laundering and corruption allegations against
certain former Siemens employees and other persons. In January 2006, Siemens became aware of a
request by Liechtenstein for judicial assistance from Switzerland. Siemens subsequently determined
that the Swiss and Liechtenstein investigations pertain to related activities.
In Italy, an already pending criminal investigation there focusing on money laundering and
corruption allegations against third parties in respect of activities in the 1990s pertains to
similar activities in the Com Group. Based on a request for judicial assistance from Italy to
Germany in 2005 premises and private homes in Munich were searched.
We are in communication with the U.S. Securities and Exchange Commission and the U.S.
Department of Justice via a U.S. law firm regarding these matters.
Siemens has stated its commitment to have these matters completely cleared up as quickly as
possible and has also started an additional internal investigation. The major issues uncovered to
date in connection with Siemens internal investigation are presented below:
|
|
|
Within Com there exist a number of Business Consultant Agreements. We have identified
a multitude of payments made in connection with these contracts over the course of
approximately a seven-year period for which we have either not been able to establish a
valid business purpose or clearly identify the recipient. These payments raise concerns
under the legislation of the U.S., Germany and other countries. |
|
|
|
|
The payments identified were recorded as deductible business expenses in prior periods
in determining income tax provisions. Our investigation determined that certain of these
payments are nondeductible under German tax regulations, and accordingly, we have
recorded additional income tax charges in our financial statements to reflect the correct
tax treatment of these expenses. The Company has already reported this issue to the
German tax authority. |
The Companys internal investigation into possible violations of law is still ongoing.
The additional deferred and current income tax charges described above totaled 168 over a
period of approximately seven years. Of the total charge, 73 was reflected in the Companys
fiscal 2006 Consolidated Statements of Income and related to fiscal years 2006 (31), 2005
(17) and 2004 (25), consistent with such presentation in the Companys U.S. GAAP financial
statements. As this fiscal 2006 charge relates to Com, it is presented in the line Income (loss)
from discontinued operations, net of income taxes. The remaining 95 of additional income tax
expense related to years preceding fiscal 2004 and was reflected as a reduction of equity in the
opening balance sheet as of October 1, 2004.
The Managing Board of Siemens does not tolerate any illegal business practices of its
employees worldwide and has therefore initiated the following immediate actions:
|
|
|
The Managing Board has engaged an external attorney to act as an independent
ombudsman and to provide a protected communication channel for Siemens employees and
third parties. |
|
|
|
|
In cases where suspicions of illegal behavior have been substantiated, the involved
employees will immediately be suspended. |
|
|
|
The Companys audit and compliance departments and an internal task force have been
instructed to continue their internal investigation activities and the examination of our
compliance and internal control system for gaps and any possibilities of circumvention. |
85
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The Managing Board and the Audit Committee of Siemens will engage an independent compliance
advisor in order to consult the Managing Board and the Audit Committee with regard to the future
structure of the compliance organization, the execution of compliance reviews, the review of
related guidelines and controls including potential improvement measures, and the respective
communication and training. The independent compliance advisor will also provide periodic status
reports to the Audit Committee.
Furthermore, the Audit Committee of Siemens will conduct a companywide investigation and
engage an independent external law firm which will mandate the involvement of a forensic accounting
firm.
Siemens currently can not exclude the possibility that criminal or civil sanctions may be
brought against the Company itself or against certain of its employees in connection with possible
violations of law. The Companys operating activities may also be negatively affected due to
imposed penalties, compensatory damages or due to the exclusion from public procurement contracts.
To date, no charges for any such penalties or damages have been accrued as management does not yet
have enough information to reasonably estimate such amounts. Furthermore, changes affecting the
Companys course of business or its compliance programs may turn out to be necessary.
37.
Remuneration
Compensation Report
The Compensation Report outlines the principles used for determining the compensation of the
Managing Board of Siemens and sets out the level and structure of Managing Board remuneration.
In addition, the report describes the policies and levels of compensation paid to Supervisory
Board members and gives details of stock ownership by members of the Managing and Supervisory
Boards.
The report is based on the recommendations and suggestions of the German Corporate Governance
Code and comprises data in accordance with the requirements of the German Commercial Code (HGB).
Managing Board remuneration
The Chairmans Committee of the Supervisory Board is responsible for determining the
remuneration of the members of the Managing Board. The Committee comprises Prof. Dr. Heinrich v.
Pierer (Chairman of the Supervisory Board), and Dr. Josef Ackermann and Ralf Heckmann (both Deputy
Chairmen of the Supervisory Board).
The remuneration of the members of the Managing Board of Siemens is based on the Companys
size and global presence, its economic and financial position, and the level and structure of
managing board compensation paid by peer companies. In addition, the compensation reflects each
Managing Board members responsibilities and performance. The level of Board compensation is
designed to be competitive in the market for highly qualified executives and to provide incentives
in a high-performance culture.
In fiscal year 2006, the Managing Board remuneration had four components: (i) a fixed annual
salary, (ii) a variable bonus which the Chairmans Committee may adjust upward or downward by up to
20 percent of the amount of target attainment, (iii) stock-based compensation, and (iv) a pension
benefit contribution. With regard to fixed salary and bonus, an annual target compensation is
determined, consisting of 50% fixed and 50% variable components. The target compensation is
reviewed every two to three years on the basis of an analysis of the compensation paid by peer
companies to their top managers. The last review was conducted as of April 1, 2006. In the course
of this review, the target compensation was adjusted upward by approximately 20%. In addition, the
composition of the total compensation was changed with the goal of giving greater importance to
stock-based compensation, excluding the payment of the LT bonus in the form of a commitment to
issue or transfer shares (see below), in the future. Therefore, this compensation component was
raised. The granting of stock options is no longer planned. Overall the average compensation was
adjusted upward by approximately 30%. This adjustment is not obvious in the Managing Board
remuneration reported in this section as the values were reduced by the amount of increase related
to the target compensation for one year and the proposed amount of increase of the stock-based compensation for fiscal year 2006, in connection with the
hardship fund to provide financial support for employees of BenQ Mobile in Germany (see below).
86
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The remuneration of the Managing Board members is composed as follows:
|
|
|
The fixed compensation is paid as a monthly salary. |
|
|
|
|
The variable bonus is based on the level of the Companys attainment of certain EVA
targets and other financial goals, if any, that are set at the start of the fiscal year
by the Chairmans Committee of the Supervisory Board. One half of the bonus is paid as an
annual bonus and is contingent upon achieving the Company-wide EVA target established for
the fiscal year. The other half is granted as a long-term bonus (LT bonus), the amount of
which depends on the average attainment of EVA targets over a three-year period. In any
year, the annual bonus and the LT bonus may not exceed 250 percent of the base amount
applicable to the variable compensation component. In addition to the EVA-oriented
targets in fiscal 2006 a target relating to net cash from operating and investing
activities was established. For fiscal year 2005 for the last time, one half of the LT
bonus was paid in the form of a commitment to issue or transfer shares of Siemens AG
(stock awards), while the other half was paid in cash. Beginning with the fiscal year
2006, the LT bonus is paid entirely in cash. |
The same principles for determining the bonus apply to Managing Board members who are not
members of the Corporate Executive Committee. Their targets, however, may additionally depend on
the financial performance of the corporate units they lead. The LT bonus was already paid out fully
in cash in fiscal 2005.
|
|
|
The stock-based compensation consists of stock options issued under the terms of the
2001 Siemens Stock Option Plan as authorized by shareholders at the Annual Shareholders
Meeting of Siemens AG on February 22, 2001 (for details on the Siemens Stock Option
Plans, see Note 31) and a commitment to issue or transfer shares of Siemens AG (stock
awards). The Chairmans Committee of the Supervisory Board may restrict or cap the
exercise of stock options in the event of extraordinary, unforeseen changes in the market
price of the Siemens stock. The Chairmans Committee of the Supervisory Board has decided
that only stock awards will be granted for fiscal year 2006 and with effect from fiscal
year 2007 onwards. |
|
|
|
|
Under the Siemens Defined Contribution Benefit Plan (BSAV), members of the Managing
Board receive contributions, the individual amounts of which are determined annually on
the basis of a percentage of their respective target annual compensation established by
the Chairmans Committee of the Supervisory Board. A portion of these contributions is
accounted for by funding of pension commitments earned prior to transfer to the BSAV. In
addition, special contributions may be granted on the basis of individual decisions. |
Employment contracts with Managing Board members generally do not include any explicit
severance commitment in the event of an early resignation from office. However, severance payments
may result from individually agreed termination arrangements.
However, members of the Managing Board who were appointed to the Managing Board before October
1, 2002 have a contractual right to receive transitional payments for twelve months after leaving
the Managing Board. The transitional payments generally amount to the fixed salary of the year of
resignation and the average of variable bonuses paid for the last three fiscal years before
resignation. In single cases, the transitional payments equal a one-year target compensation.
87
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In the event of a change of control i.e. if one or several shareholders acting jointly or in
concert acquire a majority of the voting rights in Siemens AG and exercise a controlling influence,
or if Siemens AG becomes a dependent enterprise as a result of entering into an enterprise contract
within the meaning of § 291 of the German Stock Corporation Act (AktG), or if Siemens AG is to be
merged into an existing corporation or other entity any member of the Managing Board has the
right to terminate the contract of employment if such change of control results in a substantial
change in position (e.g. due to a change in corporate strategy or a change in the Managing Board
members duties and responsibilities). If this right of termination is exercised, the Managing
Board member will receive a severance payment which amounts to the target annual compensation
applicable at the time of contract termination for the remaining contractual term of office, but at
least for a period of three years. In addition, non-monetary benefits are settled by a cash payment
equal to five percent of the severance payment. No severance payments are made if the Managing
Board member receives benefits from third parties in connection with a change of control. A right of termination does not exist if the change of
control occurs within a period of twelve (12) months prior to a Managing Board members retirement.
On November 7, 2006, the Chairmans Committee of the Supervisory Board determined the bonus
amounts and the number of stock awards to be granted, after assessing the attainment of the targets
set at the start of the fiscal year.
For the fiscal year 2006, the aggregate cash compensation amounted to 27.8 million (2005:
20.9 million)
and total remuneration amounted to 30.4 million (2005: 28.0 million),
representing an increase in total remuneration of 8.5 percent.
In the process, both the variable cash bonus and the stock-based compensation were reduced by
the amount of increase related to the target compensation for one year and the proposed amount of
increase for fiscal year 2006, respectively. The resulting total of 4.52 million was
transferred to the hardship fund to provide financial support for employees of BenQ Mobile in
Germany.
88
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The following compensation was determined for the members of the Managing Board for fiscal
year 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of stock- | |
|
|
|
|
Cash compensation | |
|
based compensation | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Amounts in )(1) | |
Prof. Dr. Heinrich v. Pierer
(2)
|
|
|
|
|
|
|
958,389 |
|
|
|
|
|
|
|
244,414 |
|
|
|
|
|
|
|
1,202,803 |
|
Dr. Klaus
Kleinfeld(2)
|
|
|
3,248,462 |
|
|
|
2,323,193 |
|
|
|
375,058 |
|
|
|
946,911 |
|
|
|
3,623,520 |
|
|
|
3,270,104 |
|
Prof. Johannes Feldmayer
|
|
|
2,363,217 |
|
|
|
1,821,301 |
|
|
|
250,016 |
|
|
|
716,666 |
|
|
|
2,613,233 |
|
|
|
2,537,967 |
|
Dr. Thomas Ganswindt
|
|
|
2,420,147 |
|
|
|
1,764,948 |
|
|
|
|
|
|
|
641,515 |
|
|
|
2,420,147 |
|
|
|
2,406,463 |
|
Joe
Kaeser(3)
|
|
|
963,983 |
|
|
|
|
|
|
|
300,046 |
|
|
|
|
|
|
|
1,264,029 |
|
|
|
|
|
Prof. Dr. Edward G. Krubasik
|
|
|
2,453,825 |
|
|
|
1,832,685 |
|
|
|
|
|
|
|
716,666 |
|
|
|
2,453,825 |
|
|
|
2,549,351 |
|
Rudi Lamprecht
|
|
|
2,272,986 |
|
|
|
1,730,431 |
|
|
|
250,016 |
|
|
|
625,190 |
|
|
|
2,523,002 |
|
|
|
2,355,621 |
|
Heinz-Joachim
Neubürger(4)
|
|
|
1,422,636 |
|
|
|
1,822,925 |
|
|
|
|
|
|
|
716,666 |
|
|
|
1,422,636 |
|
|
|
2,539,591 |
|
Dr. Jürgen Radomski
|
|
|
2,351,448 |
|
|
|
1,818,389 |
|
|
|
250,016 |
|
|
|
716,666 |
|
|
|
2,601,464 |
|
|
|
2,535,055 |
|
Dr. Uriel J. Sharef
|
|
|
2,360,975 |
|
|
|
1,831,833 |
|
|
|
250,016 |
|
|
|
716,666 |
|
|
|
2,610,991 |
|
|
|
2,548,499 |
|
Prof. Dr. Klaus Wucherer
|
|
|
2,350,989 |
|
|
|
1,822,218 |
|
|
|
250,016 |
|
|
|
716,666 |
|
|
|
2,601,005 |
|
|
|
2,538,884 |
|
Eduardo
Montes(5) (6)
|
|
|
1,071,137 |
|
|
|
|
|
|
|
200,054 |
|
|
|
|
|
|
|
1,271,191 |
|
|
|
|
|
Prof. Dr. Erich R. Reinhardt
(6)
|
|
|
2,038,914 |
|
|
|
1,756,836 |
|
|
|
200,054 |
|
|
|
200,034 |
|
|
|
2,238,968 |
|
|
|
1,956,870 |
|
Prof. Dr. Hermann Requardt
(5) (6)
|
|
|
913,559 |
|
|
|
|
|
|
|
200,054 |
|
|
|
|
|
|
|
1,113,613 |
|
|
|
|
|
Prof. Dr. Claus
Weyrich(6)
|
|
|
1,606,982 |
|
|
|
1,381,990 |
|
|
|
|
|
|
|
150,007 |
|
|
|
1,606,982 |
|
|
|
1,531,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
27,839,260 |
|
|
|
20,865,138 |
|
|
|
2,525,346 |
|
|
|
7,108,067 |
|
|
|
30,364,606 |
|
|
|
27,973,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts for 2006 shown in this table are those obtained after reducing the variable
cash bonus and the stock-based compensation in connection with the transfer of Managing Board
remuneration to the hardship fund for BenQ Mobile employees in Germany. The fair value of
stock-based compensation relates to stock options and stock awards granted in November 2006
and 2005 for fiscal years 2006 and 2005, respectively. |
|
(2) |
|
On January 27, 2005, Prof. Dr. Heinrich v. Pierer was elected to the Supervisory Board of
Siemens AG. Dr. Klaus Kleinfeld was appointed to succeed Prof. Dr. Heinrich v. Pierer as CEO
and President of the Managing Board of Siemens AG, effective January 27, 2005. |
|
(3) |
|
Joe Kaeser was appointed a full member of the Managing Board of Siemens AG, effective May 1,
2006. |
|
(4) |
|
Heinz-Joachim Neubürger resigned from the Managing Board on April 30, 2006. |
|
(5) |
|
Eduardo Montes and Prof. Dr. Hermann Requardt were appointed deputy members of the Managing
Board of Siemens AG, effective May 1, 2006. |
|
(6) |
|
Deputy members of the Managing Board. Prof. Dr. Hermann Requardt was appointed a full member
of the Managing Board of Siemens AG, effective October 1, 2006. |
89
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
The following table describes the details of cash compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash compensation | |
|
|
| |
|
|
Salary | |
|
Annual bonus | |
|
LT bonus | |
|
Other(2) | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
2006 | |
|
2005(3) | |
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Amounts in )(1) | |
Prof. Dr. Heinrich v.
Pierer(4)
|
|
|
|
|
|
|
405,000 |
|
|
|
|
|
|
|
299,257 |
|
|
|
|
|
|
|
244,445 |
|
|
|
|
|
|
|
9,687 |
|
|
|
|
|
|
|
958,389 |
|
Dr. Klaus
Kleinfeld(4)
|
|
|
1,160,480 |
|
|
|
950,040 |
|
|
|
1,055,707 |
|
|
|
768,794 |
|
|
|
998,721 |
|
|
|
571,883 |
|
|
|
33,554 |
|
|
|
32,476 |
|
|
|
3,248,462 |
|
|
|
2,323,193 |
|
Prof. Johannes Feldmayer
|
|
|
845,520 |
|
|
|
755,040 |
|
|
|
747,819 |
|
|
|
571,280 |
|
|
|
728,408 |
|
|
|
466,627 |
|
|
|
41,470 |
|
|
|
28,354 |
|
|
|
2,363,217 |
|
|
|
1,821,301 |
|
Dr. Thomas Ganswindt
|
|
|
755,040 |
|
|
|
755,040 |
|
|
|
835,790 |
|
|
|
571,280 |
|
|
|
715,529 |
|
|
|
391,452 |
|
|
|
113,788 |
|
|
|
47,176 |
|
|
|
2,420,147 |
|
|
|
1,764,948 |
|
Joe
Kaeser(5)
|
|
|
325,000 |
|
|
|
|
|
|
|
337,448 |
|
|
|
|
|
|
|
291,460 |
|
|
|
|
|
|
|
10,075 |
|
|
|
|
|
|
|
963,983 |
|
|
|
|
|
Prof. Dr. Edward G. Krubasik
|
|
|
755,040 |
|
|
|
755,040 |
|
|
|
835,790 |
|
|
|
571,280 |
|
|
|
817,839 |
|
|
|
466,627 |
|
|
|
45,156 |
|
|
|
39,738 |
|
|
|
2,453,825 |
|
|
|
1,832,685 |
|
Rudi Lamprecht
|
|
|
845,520 |
|
|
|
755,040 |
|
|
|
747,819 |
|
|
|
571,280 |
|
|
|
651,022 |
|
|
|
375,136 |
|
|
|
28,625 |
|
|
|
28,975 |
|
|
|
2,272,986 |
|
|
|
1,730,431 |
|
Heinz-Joachim
Neubürger(6)
|
|
|
440,440 |
|
|
|
755,040 |
|
|
|
487,544 |
|
|
|
571,280 |
|
|
|
477,073 |
|
|
|
466,627 |
|
|
|
17,579 |
|
|
|
29,978 |
|
|
|
1,422,636 |
|
|
|
1,822,925 |
|
Dr. Jürgen Radomski
|
|
|
845,520 |
|
|
|
755,040 |
|
|
|
747,819 |
|
|
|
571,280 |
|
|
|
728,408 |
|
|
|
466,627 |
|
|
|
29,701 |
|
|
|
25,442 |
|
|
|
2,351,448 |
|
|
|
1,818,389 |
|
Dr. Uriel J. Sharef
|
|
|
845,520 |
|
|
|
755,040 |
|
|
|
747,819 |
|
|
|
571,280 |
|
|
|
728,408 |
|
|
|
466,627 |
|
|
|
39,228 |
|
|
|
38,886 |
|
|
|
2,360,975 |
|
|
|
1,831,833 |
|
Prof. Dr. Klaus Wucherer
|
|
|
845,520 |
|
|
|
755,040 |
|
|
|
747,819 |
|
|
|
571,280 |
|
|
|
728,408 |
|
|
|
466,627 |
|
|
|
29,242 |
|
|
|
29,271 |
|
|
|
2,350,989 |
|
|
|
1,822,218 |
|
Eduardo
Montes(7) (8)
|
|
|
325,000 |
|
|
|
|
|
|
|
400,416 |
|
|
|
|
|
|
|
330,411 |
|
|
|
|
|
|
|
15,310 |
|
|
|
|
|
|
|
1,071,137 |
|
|
|
|
|
Prof. Dr. Erich R.
Reinhardt(8)
|
|
|
714,990 |
|
|
|
525,030 |
|
|
|
658,513 |
|
|
|
506,841 |
|
|
|
633,237 |
|
|
|
692,671 |
|
|
|
32,174 |
|
|
|
32,294 |
|
|
|
2,038,914 |
|
|
|
1,756,836 |
|
Prof. Dr. Hermann
Requardt(7) (8)
|
|
|
291,750 |
|
|
|
|
|
|
|
321,558 |
|
|
|
|
|
|
|
292,633 |
|
|
|
|
|
|
|
7,618 |
|
|
|
|
|
|
|
913,559 |
|
|
|
|
|
Prof. Dr. Claus
Weyrich(8)
|
|
|
505,500 |
|
|
|
450,000 |
|
|
|
543,031 |
|
|
|
344,205 |
|
|
|
531,368 |
|
|
|
562,285 |
|
|
|
27,083 |
|
|
|
25,500 |
|
|
|
1,606,982 |
|
|
|
1,381,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,500,840 |
|
|
|
8,370,390 |
|
|
|
9,214,892 |
|
|
|
6,489,337 |
|
|
|
8,652,925 |
|
|
|
5,637,634 |
|
|
|
470,603 |
|
|
|
367,777 |
|
|
|
27,839,260 |
|
|
|
20,865,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts for 2006 shown in this table are those obtained after reducing the variable
cash bonus in connection with the transfer of Managing Board remuneration to the hardship fund
for BenQ Mobile employees in Germany. |
|
(2) |
|
Other compensation includes non-cash benefits in the form of company cars of 300,753
(2005: 282,112), subsidized insurance of 80,527 (2005: 85,665), accommodation and
moving expenses of 10,500 (2005: 0.00), and a cash settlement of stock awards of
78,823 (2005: 0.00). |
|
(3) |
|
LT bonus cash portion. |
|
(4) |
|
On January 27, 2005, Prof. Dr. Heinrich v. Pierer was elected to the Supervisory Board of
Siemens AG. Dr. Klaus Kleinfeld was appointed to succeed Prof. Dr. Heinrich v. Pierer as CEO
and President of the Managing Board of Siemens AG, effective January 27, 2005. |
|
(5) |
|
Joe Kaeser was appointed a full member of the Managing Board of Siemens AG, effective May 1,
2006. |
|
(6) |
|
Heinz-Joachim Neubürger resigned from the Managing Board on April 30, 2006. |
|
(7) |
|
Eduardo Montes and Prof. Dr. Hermann Requardt were appointed deputy members of the Managing
Board of Siemens AG, effective May 1, 2006. |
|
(8) |
|
Deputy members of the Managing Board. Prof. Dr. Hermann Requardt was appointed a full member
of the Managing Board of Siemens AG, effective October 1, 2006. |
90
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Both, the number of units and the values of the stock-based compensation components, are
shown in the following table. The stock awards were recorded at the market price of the Siemens
stock on the date of commitment less the present value of dividends expected during the holding period, because
stock awards are not eligible to receive dividends. The resulting value amounted to 67.70
(2005: 57.28).
For fiscal year 2006, the members of the Managing Board received a total of 37,302 stock
awards, with a total fair value of 2,525,346. Stock options were no longer granted.
Accordingly, stock-based compensation was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based Compensation | |
|
Fair value of stock-based compensation | |
|
|
|
|
Stock | |
|
|
|
|
|
Stock | |
|
|
|
|
|
|
|
|
awards | |
|
| |
|
|
|
awards | |
|
|
|
|
|
|
|
|
from LT | |
|
Other stock | |
|
Stock | |
|
from LT | |
|
Other stock | |
|
Stock | |
|
|
|
|
|
|
|
|
bonus(2) | |
|
awards(2) | |
|
options(3) | |
|
bonus(2) | |
|
awards(2) | |
|
options(3) | |
|
Total | |
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(Number of units)(1) | |
|
(Expressed in )(1) | |
Prof. Dr. Heinrich v.
Pierer(4)
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
4,267 |
|
|
|
|
|
|
|
|
|
|
|
244,414 |
|
|
|
|
|
|
|
|
|
|
|
244,414 |
|
Dr. Klaus
Kleinfeld(4)
|
|
|
2006 |
|
|
|
|
|
|
|
5,540 |
|
|
|
|
|
|
|
|
|
|
|
375,058 |
|
|
|
|
|
|
|
375,058 |
|
|
|
|
2005 |
|
|
|
9,984 |
|
|
|
3,470 |
|
|
|
43,415 |
|
|
|
571,884 |
|
|
|
198,762 |
|
|
|
176,265 |
|
|
|
946,911 |
|
Prof. Johannes Feldmayer
|
|
|
2006 |
|
|
|
|
|
|
|
3,693 |
|
|
|
|
|
|
|
|
|
|
|
250,016 |
|
|
|
|
|
|
|
250,016 |
|
|
|
|
2005 |
|
|
|
8,146 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
466,603 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
716,666 |
|
Dr. Thomas Ganswindt
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
6,834 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
391,452 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
641,515 |
|
Joe
Kaeser(5)
|
|
|
2006 |
|
|
|
|
|
|
|
4,432 |
|
|
|
|
|
|
|
|
|
|
|
300,046 |
|
|
|
|
|
|
|
300,046 |
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prof. Dr. Edward G. Krubasik
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
8,146 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
466,603 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
716,666 |
|
Rudi Lamprecht
|
|
|
2006 |
|
|
|
|
|
|
|
3,693 |
|
|
|
|
|
|
|
|
|
|
|
250,016 |
|
|
|
|
|
|
|
250,016 |
|
|
|
|
2005 |
|
|
|
6,549 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
375,127 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
625,190 |
|
Heinz-Joachim
Neubürger(6)
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
8,146 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
466,603 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
716,666 |
|
Dr. Jürgen Radomski
|
|
|
2006 |
|
|
|
|
|
|
|
3,693 |
|
|
|
|
|
|
|
|
|
|
|
250,016 |
|
|
|
|
|
|
|
250,016 |
|
|
|
|
2005 |
|
|
|
8,146 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
466,603 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
716,666 |
|
Dr. Uriel J. Sharef
|
|
|
2006 |
|
|
|
|
|
|
|
3,693 |
|
|
|
|
|
|
|
|
|
|
|
250,016 |
|
|
|
|
|
|
|
250,016 |
|
|
|
|
2005 |
|
|
|
8,146 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
466,603 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
716,666 |
|
Prof. Dr. Klaus Wucherer
|
|
|
2006 |
|
|
|
|
|
|
|
3,693 |
|
|
|
|
|
|
|
|
|
|
|
250,016 |
|
|
|
|
|
|
|
250,016 |
|
|
|
|
2005 |
|
|
|
8,146 |
|
|
|
2,314 |
|
|
|
28,945 |
|
|
|
466,603 |
|
|
|
132,546 |
|
|
|
117,517 |
|
|
|
716,666 |
|
Eduardo
Montes(7)(8)
|
|
|
2006 |
|
|
|
|
|
|
|
2,955 |
|
|
|
|
|
|
|
|
|
|
|
200,054 |
|
|
|
|
|
|
|
200,054 |
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prof. Dr. Erich R.
Reinhardt(8)
|
|
|
2006 |
|
|
|
|
|
|
|
2,955 |
|
|
|
|
|
|
|
|
|
|
|
200,054 |
|
|
|
|
|
|
|
200,054 |
|
|
|
|
2005 |
|
|
|
|
|
|
|
1,851 |
|
|
|
23,155 |
|
|
|
|
|
|
|
106,025 |
|
|
|
94,009 |
|
|
|
200,034 |
|
Prof. Dr. Hermann
Requardt(7)(8)
|
|
|
2006 |
|
|
|
|
|
|
|
2,955 |
|
|
|
|
|
|
|
|
|
|
|
200,054 |
|
|
|
|
|
|
|
200,054 |
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prof. Dr. Claus
Weyrich(8)
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
1,388 |
|
|
|
17,365 |
|
|
|
|
|
|
|
79,505 |
|
|
|
70,502 |
|
|
|
150,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
37,302 |
|
|
|
|
|
|
|
|
|
|
|
2,525,346 |
|
|
|
|
|
|
|
2,525,346 |
|
Total
|
|
|
2005 |
|
|
|
76,510 |
|
|
|
25,221 |
|
|
|
315,495 |
|
|
|
4,382,495 |
|
|
|
1,444,660 |
|
|
|
1,280,912 |
|
|
|
7,108,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts for 2006 shown in this table are those obtained after reducing the stock-based
compensation in connection with the transfer of Managing Board remuneration to the hardship
fund for BenQ Mobile employees in Germany. The fair value of stock-based compensation relates
to stock options and stock awards granted in November 2006 and 2005 for fiscal years 2006 and
2005, respectively. |
|
(2) |
|
After a holding period of four years, the stock awards will be settled on November 10, 2010
(awards granted for fiscal 2005 on November 11, 2009). Under the stock award agreement, the
eligible recipients will receive a corresponding number of Siemens shares without additional
payment. |
|
(3) |
|
The stock options granted for fiscal 2005 will be exercisable after a holding period of two
years between November 19, 2007 and November 18, 2010 at a price of 74.59 per share under
the terms and conditions specified in the 2001 Siemens Stock Option Plan. The fair value of
the stock options was determined using the Black-Scholes option pricing model. Because a cap
was placed on stock options granted to Managing Board members, disclosure of stock options in
the financial statements depends on their intrinsic value, which was zero on the grant date.
Without a cap, the fair value of the stock options granted for fiscal 2005 would have been
4.06 per option, which amount was taken as the basis in this table. |
|
(4) |
|
On January 27, 2005, Prof. Dr. Heinrich v. Pierer was elected to the Supervisory Board of
Siemens AG. Dr. Klaus Kleinfeld was appointed to succeed Prof. Dr. Heinrich v. Pierer as CEO
and President of the Managing Board of Siemens AG, effective January 27, 2005. |
|
(5) |
|
Joe Kaeser was appointed a full member of the Managing Board of Siemens AG, effective May 1,
2006. |
|
(6) |
|
Heinz-Joachim Neubürger resigned from the Managing Board on April 30, 2006. |
|
(7) |
|
Eduardo Montes and Prof. Dr. Hermann Requardt were appointed deputy members of the Managing
Board of Siemens AG, effective May 1, 2006. |
|
(8) |
|
Deputy members of the Managing Board. Prof. Dr. Hermann Requardt was appointed a full member
of the Managing Board of Siemens AG, effective October 1, 2006. |
91
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
Pension benefit commitments. With the realignment of the German pension plan of Siemens
AG into a Defined Contribution Benefit Plan (BSAV), the system of defined benefits for members of
the Managing Board was also replaced with effect from October 1, 2004 by a pension benefit system
based on contributions by the Company. Pension benefits earned through September 30, 2004 were not
affected. The amount of the contributions to the BSAV is determined annually by the Chairmans
Committee of the Supervisory Board.
For fiscal year 2006, the members of the Managing Board were granted contributions under the
BSAV totaling 4.2 million (2005: 3.4 million), based on a resolution adopted by the
Chairmans Committee of the Supervisory Board on November 7, 2006. Of this amount, 0.7 million
relates to funding of pension commitments earned prior to transfer to the BSAV and the remaining
3.5 million to contributions granted under the BSAV.
The defined benefit obligation (DBO) of all pension commitments to members of the Managing
Board as of September 30, 2006 amounted to 54.8 million (2005: 52.9 million), which amount
is included in Note 22.
Former members of the Managing Board and their surviving dependents received emoluments within
the meaning of § 314 (1), no. 6 b of the HGB, totaling 14.4 million (2005: 15.6 million)
for the year ended September 30, 2006.
The defined benefit obligation (DBO) of all pension commitments to former members of the
Managing Board and their surviving dependents as of September 30, 2006 amounted to 125.6
million (2005: 128.9 million), which is included in Note 22.
Other. No loans from the Company are provided to members of the Managing Board.
Supervisory Board remuneration
The remuneration of the members of the Supervisory Board was set at the Annual
Shareholders Meeting through shareholder approval of a proposal by the Managing and Supervisory
Boards. Details of the remuneration are set forth in the Articles of Association of Siemens AG.
The remuneration of the members of the Supervisory Board is based on the Companys size, the
assignments and responsibilities of the Supervisory Board members, and the Companys overall
business position and performance. In addition to a fixed compensation component, the remuneration
includes variable compensation based on the Companys short-term and long-term performance. The
Chairman, the Deputy Chairmen, as well as the Chairman and the members of the Audit Committee
receive additional compensation.
The current remuneration policies for the Supervisory Board were authorized at the Annual
Shareholders Meeting of January 27, 2005. Details are set out in § 17 of the Articles of
Association of Siemens AG.
As a result, the remuneration of Supervisory Board members for fiscal year 2006 includes three
components:
|
|
|
a fixed compensation component, |
|
|
|
|
a short-term compensation component based on earnings per share, and |
|
|
|
|
a long-term compensation component based on earnings per share. |
92
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
In accordance with these remuneration policies, each Supervisory Board member receives fixed
compensation of 50,000 per year and short-term variable compensation of 150 per year for
each 0.01 of earnings per share as disclosed in the Consolidated Financial Statements (in
accordance with U.S. GAAP as primary reporting standard for fiscal 2006, as described in Note 1) in
excess of a minimum amount of 1.00. This minimum amount will be increased annually by 10
percent, beginning with the fiscal year starting on October 1, 2005. In addition, long-term
compensation in the amount of 50,000 is granted, payable after expiration of the then
applicable five-year term of the Supervisory Board. This long-term compensation will only be paid
if earnings per share at the end of the Supervisory Boards term of office have increased by more
than 50 percent compared to the beginning of the term of office. Earnings per share, on which the
calculation of the Supervisory Boards remuneration is based, has to be adjusted for significant
extraordinary items. For fiscal year 2006, the Supervisory Boards remuneration was determined on
the basis of earnings per share in the amount of 3.40. The Chairman of the Supervisory Board
receives double, and each Deputy Chairman 1.5 times, the amounts of the fixed compensation and the
short-term variable compensation of an ordinary member. Each member of the committees and
additionally the chairmen of these committees (in each case other than the Chairmans Committee,
the Mediation Committee, and the Ownership Rights Committee) each receive an additional half of the
fixed and the short-term variable compensation. The members of the Supervisory Board are reimbursed
for any out-of-pocket expenses incurred in connection with their duties and for any sales taxes to
be paid on their remuneration. The Chairman of the Supervisory Board is provided a company car and
an office with secretarial services.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
|
|
Short-term | |
|
Long-term | |
|
|
|
|
Short-term | |
|
Long-term | |
|
|
|
Fixed | |
|
variable | |
|
variable | |
|
|
Fixed | |
|
variable | |
|
variable | |
|
|
|
compensation | |
|
compensation | |
|
compensation | |
Total | |
|
compensation | |
|
compensation | |
|
compensation | |
Total | |
|
|
| |
|
| |
|
| |
| |
|
| |
|
| |
|
| |
| |
|
|
(Amounts in ) | |
Dr. Karl-Hermann
Baumann(1) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Prof. Dr. Heinrich v.
Pierer(1) (2)
|
|
|
125,000 |
|
|
|
86,250 |
|
|
|
|
|
|
|
211,250 |
|
|
|
93,750 |
|
|
|
42,750 |
|
|
|
|
|
|
|
136,500 |
|
Ralf
Heckmann(2)
|
|
|
100,000 |
|
|
|
69,000 |
|
|
|
|
|
|
|
169,000 |
|
|
|
100,000 |
|
|
|
45,600 |
|
|
|
|
|
|
|
145,600 |
|
Dr. Josef
Ackermann(2)
|
|
|
75,000 |
|
|
|
51,750 |
|
|
|
|
|
|
|
126,750 |
|
|
|
83,333 |
|
|
|
38,000 |
|
|
|
|
|
|
|
121,333 |
|
Lothar Adler
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Gerhard Bieletzki
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
John David Coombe
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Hildegard Cornudet
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Dr. Gerhard
Cromme(2)
|
|
|
100,000 |
|
|
|
69,000 |
|
|
|
|
|
|
|
169,000 |
|
|
|
87,500 |
|
|
|
39,900 |
|
|
|
|
|
|
|
127,400 |
|
Birgit Grube
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Heinz
Hawreliuk(2)
|
|
|
75,000 |
|
|
|
51,750 |
|
|
|
|
|
|
|
126,750 |
|
|
|
75,000 |
|
|
|
34,200 |
|
|
|
|
|
|
|
109,200 |
|
Berthold Huber
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Prof. Dr. Walter Kröll
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Wolfgang Müller
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Georg Nassauer
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Thomas
Rackow(3)
|
|
|
37,500 |
|
|
|
25,875 |
|
|
|
|
|
|
|
63,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Albrecht Schmidt
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Dr. Henning
Schulte-Noelle(2)
|
|
|
75,000 |
|
|
|
51,750 |
|
|
|
|
|
|
|
126,750 |
|
|
|
75,000 |
|
|
|
34,200 |
|
|
|
|
|
|
|
109,200 |
|
Peter von Siemens
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Jerry I. Speyer
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Lord Iain Vallance of Tummel
|
|
|
50,000 |
|
|
|
34,500 |
|
|
|
|
|
|
|
84,500 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
Klaus
Wigand(3)
|
|
|
16,667 |
|
|
|
11,500 |
|
|
|
|
|
|
|
28,167 |
|
|
|
50,000 |
|
|
|
22,800 |
|
|
|
|
|
|
|
72,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,254,167 |
|
|
|
865,375 |
|
|
|
|
|
|
|
2,119,542 |
|
|
|
1,264,583 |
|
|
|
576,650 |
|
|
|
|
|
|
|
1,841,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Prof. Dr. Heinrich v. Pierer, former CEO and President of the Managing Board of Siemens AG,
succeeded Dr. Karl-Hermann Baumann as Chairman of the Supervisory Board, effective January 27,
2005. |
|
(2) |
|
Each of Prof. Dr. Heinrich v. Pierer as Chairman of the Supervisory Board and a member of the
Audit Committee; Dr. Josef Ackermann as Deputy Chairman of the Supervisory Board; Dr. Gerhard
Cromme as Chairman of the Audit Committee; Ralf Heckmann as Deputy Chairman of the Supervisory
Board and a member of the Audit Committee; and Heinz Hawreliuk and Dr. Henning Schulte-Noelle
as members of the Audit Committee, received higher fixed and variable compensation. For his
period of office on the Supervisory Board, Dr. Karl-Hermann Baumann, as former Chairman of the
Supervisory Board and the Audit Committee, also received higher compensation on a pro-rata
basis in the prior year. The same applies to Dr. Josef Ackermann as a former member of the
Audit Committee. |
|
(3) |
|
Thomas Rackow, formerly a substitute member of the Supervisory Board of Siemens AG, became a
member of the Supervisory Board as a successor to Klaus Wigand with effect from January 26,
2006. |
93
SIEMENS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
(in millions of , except where otherwise stated and per share amounts)
An existing agreement with Peter von Siemens was renewed after the Annual Shareholders
Meeting 2003 with unchanged terms and conditions under which he, as a member of the founders
family, is entitled to reimbursement of expenses and the provision of a company car and office with
secretarial services for representing the Company at official events in Germany and abroad, as well
as in various associations.
No loans from the Company are provided to members of the Supervisory Board.
Stock ownership by members of the Managing and Supervisory Boards
As of October 13, 2006, Managing Board members serving on the board during the fiscal
year held a total of 1,338,539 (2005: 1,104,459) Siemens shares and stock options on Siemens
shares, representing 0.150 percent (2005: 0.124 percent) of the capital stock of Siemens AG. As of
the same day, members of the Supervisory Board serving on the board during the fiscal year held
177,019 (2005: 185,544) Siemens shares and stock options on Siemens shares, representing 0.020
percent (2005: 0.021 percent) of the capital stock of Siemens AG. These figures do not include
10,607,390 (2005: 10,786,521) shares, or 1.2 percent (2005: 1.2 percent) of the capital stock that
are held by the von Siemens-Vermögensverwaltung GmbH (vSV) a German limited liability entity that
functions much like a trust and 39,144,979 (2005: 38,102,921) shares, or some 4.4 percent (2005:
4.3 percent) of the capital stock, over which the vSV has voting control under a power of attorney.
Peter von Siemens is authorized to vote these shares as a representative of the founders family.
Other
The members of the governing bodies of Siemens AG and all board members of its domestic
and foreign subsidiaries are indemnified by Siemens AG or its subsidiaries against third-party
liability claims to the extent permitted by law. For this purpose, the Company provides a group
insurance policy for board and committee members and employees of the Siemens organization which is
taken out for one year and renewed annually. The insurance covers the personal liability of the
insured in the case of a financial loss associated with employment functions. In such a case, the
Company may, with effect from October 1, 2005, hold members of the Managing Board liable for such
loss up to an amount equivalent to 20 percent of the fixed salary. In the same way, each member of
the Supervisory Board has individually agreed to be held liable up to an amount equivalent to 20
percent of the fixed compensation component (i.e., a deductible within the meaning of Section 3.8,
paragraph 2, of the German Corporate Governance Code).
94
Disclaimer
This Report in accordance with IFRS contains forward-looking statements and information that
is, statements related to future, not past, events. These statements may be identified by words
such as expects, anticipates, intends, plans, believes, seeks, estimates, will,
project or words of similar meaning. Such statements are based on our current expectations and
certain assumptions, and are, therefore, subject to certain risks and uncertainties. A variety of
factors, many of which are beyond Siemens control, affect our operations, performance, business
strategy and results and could cause the actual results, performance or achievements of Siemens to
be materially different from any future results, performance or achievements that may be expressed
or implied by such forward-looking statements. For us, particular uncertainties arise, among
others, from: changes in general economic and business conditions (including margin developments in
major business areas); the challenges of integrating major acquisitions and implementing joint
ventures and other significant portfolio measures; changes in currency exchange rates and interest
rates; introduction of competing products or technologies by other companies; lack of acceptance of
new products or services by customers targeted by Siemens; changes in business strategy; the
outcome of investigations and legal proceedings as well as various other factors. More detailed
information about certain of these factors is contained in Siemens filings with the SEC, which are
available on the Siemens website, www.siemens.com and on the SECs website, www.sec.gov. Should one
or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in the relevant forward-looking
statement as expected, anticipated, intended, planned, believed, sought, estimated or projected.
Siemens does not intend or assume any obligation to update or revise these forward-looking
statements in light of developments which differ from those anticipated.
95
Siemens financial calendar*
|
|
|
First-quarter financial report
|
|
Jan. 25, 2007 |
Annual Shareholders Meeting Olympiahalle, Munich, 10:00 a.m.
|
|
Jan. 25, 2007 |
Ex-dividend date
|
|
Jan. 26, 2007 |
Second-quarter financial report and Semiannual Press Conference
|
|
Apr. 26, 2007 |
Third-quarter
financial report
|
|
July 26, 2007 |
Preliminary figures for fiscal year / Press conference
|
|
Nov. 8, 2007 |
Annual Shareholders Meeting for fiscal 2007
|
|
Jan. 24, 2008 |
|
|
|
* |
|
Provisional. Updates will be posted at: www.siemens.com/financial_calendar |
Information resources
|
|
|
Telephone
|
|
+49 89 636-33032 (Press Office) |
|
|
+49 89 636-32474 (Investor Relations) |
Fax
|
|
+49 89 636-32825 (Press Office) |
|
|
+49 89 636-32830 (Investor Relations) |
|
|
|
E-mail
|
|
press@siemens.com |
|
|
investorrelations@siemens.com |
Address
Siemens AG
Wittelsbacherplatz 2
D-80333 Munich
Federal Republic of Germany
Internet www.siemens.com
Designations used in this Report may be trademarks, the use
of which by third parties for their own purposes could violate
the rights of the trademark owners.
© 2006 by Siemens AG, Berlin and Munich
96
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
December 20, 2006
|
|
|
|
|
|
|
|
|
Siemens
Aktiengesellschaft |
|
|
|
|
|
/s/ Dr. Ralf P. Thomas |
|
|
|
|
|
|
|
|
|
Name:
|
|
Dr. Ralf P. Thomas |
|
|
|
|
Title:
|
|
Corporate Vice President and Controller |
|
|
|
|
|
/s/ Dr. Klaus Patzak
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Dr. Klaus Patzak |
|
|
|
|
Title:
|
|
Corporate Vice President
Financial Reporting and Controlling |
|
|