Annual Financial Statements of Siemens AG
for the fiscal year ended September 30, 2017
siemens.com
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Table of contents Combined Management ReportThe Management Report of Siemens AG has been combined with the Manage- ment Report of the Siemens Group in accordance with Section 315 para. 5 together with Section 298 para. 2 of the German Commercial Code (Handels- gesetzbuch) and is published in the 2017 Annual Report of the Siemens Group.
The Annual Financial Statements and the Combined Management Report of Siemens AG for the fiscal year 2017 are filed with the operator of the elec- tronic version of the German Federal Gazette and published in the electronic version of the German Federal Gazette.
The Annual Financial Statements of Siemens AG as well as the Annual Report for the fiscal year 2017 are also available for download on the Internet at:
WWW.SIEMENS.COM/FINANCIAL-REPORTS
A.
Annual Financial Statements-
Income Statement
(in millions of €)
Note
2017
Fiscal year
2016
Revenue
1
26,888
25,763
Cost of sales
(19,979)
(19,818)
Gross profit
6,909
5,945
Research and development expenses
(2,619)
(2,454)
Selling expenses
(2,613)
(2,548)
General administrative expenses
(1,013)
(1,010)
Other operating income
2
383
1,503
Other operating expenses
2
(413)
(1,369)
Income from operations
633
67
Income from investments, net
3
3,798
3,732
Interest income
4
319
261
thereof negative interest from financial investment
(8)
(4)
Interest expenses
4
51
41
thereof positive interest from borrowing
141
108
Other financial income (expenses), net
5
(340)
(942)
Income from business activitiy
4,462
3,158
Income taxes
6
(385)
(160)
Net income
4,076
2,999
Appropriation of net income
27
Net income
4,076
2,999
Profit carried forward
146
256
Allocation to other retained earnings
(1,077)
(195)
Unappropriated net income
3,145
3,060
-
Balance Sheet
(in millions of €)
Note
2017
September 30,
2016
Assets
Non-current assets
10
Intangible assets
523
577
Property, plant and equipment
1,825
1,895
Financial assets
44,802
44,611
47,150
47,083
Current assets
Inventories
11
13,521
13,590
Advance payments received
(13,521)
(13,590)
−
−
Receivables and other assets
12
Trade receivables
1,809
1,903
Receivables from affiliated companies
15,966
12,632
Other receivables and other assets
2,109
2,182
19,884
16,717
Securities
85
546
Cash and cash equivalents
799
3,097
20,769
20,359
Prepaid expenses
87
81
Deferred tax assets
13
2,174
2,256
Active difference resulting from offsetting
14
60
35
Total assets
70,239
69,814
Shareholders' equity and liabilities
Shareholders' equity
15
Subscribed capital 1
2,550
2,550
Treasury shares
(103)
(125)
Issued capital
2,447
2,425
Capital reserve
7,964
7,761
Retained earnings
7,568
6,122
Unappropriated net income
3,145
3,060
21,123
19,368
Special reserve with an equity portion
681
700
Provisions
Provision for pensions and similar commitments
16
11,761
11,250
Other provisions
17
7,417
8,360
19,178
19,610
Liabilities
18
Liabilities to banks
81
14
Advance payments received on orders
750
619
Trade payables
1,902
1,831
Liabilities to affiliated companies
24,116
24,847
Other liabilities
2,047
2,441
28,896
29,752
Deferred income
361
385
Total shareholders' equity and liabilities
70,239
69,814
1 Conditional Capital as of September 30, 2017 and 2016 amounted to €1,081 million and €1,081 million, respectively.
- Notes
-
General Disclosures
Siemens AG has registered offices in Berlin and Munich, Germany. The Company is registered in the Commercial Register (Handels register) maintained by the local courts in Berlin Charlottenburg, Germany, under the entry number HRB 12300, and in Munich, Germany, under the entry number HRB 6684.
The Annual Financial Statements of Siemens AG have been pre pared in accordance with the regulations set forth in the German Commercial Code (Handelsgesetzbuch, HGB) and the German Stock Corporation Act (Aktiengesetz, AktG). Amounts are pre sented in millions of euros (€ million).
-
Accounting policies and methods
Proceeds from selling and leasing products, providing services and granting licenses are presented as revenue.
Negative interest from financial investment is presented as a de duction in interest income, and positive interest from borrowing as a deduction in interest expenses.
Intangible assets acquired for consideration are capitalized at acquisition costs and amortized on a straightline basis over a maximum of five years or, if longer, the contractually agreed use ful life. Items are amortized on a pro rata temporis basis in the year of acquisition.
The capitalization option for internally generated intangible assets is not used.
Acquired goodwill is generally amortized systematically over the expected useful life of five to 15 years. The expected useful life is based on the expected use of the acquired businesses and is de termined in particular by economic factors such as future growth and profit expectations, synergy effects and employee base.
Property, plant and equipment: The components of produc tion costs are described in the context of the explanations for inventories. Property, plant and equipment is generally depreci ated using the straightline method. In certain cases, the declin ing balance method is applied, whereby a switch is made from the declining balance to the straightline method as soon as the latter leads to higher depreciation expense. Items are depreci ated on a pro rata temporis basis in the year of acquisition.
Noncurrent assets that are subject to wear and tear, movable, and capable of being used independently, are expensed immedi ately if their acquisition or production costs amount up to €150. Additions with acquisition or production costs of more than €150 and up to €410 are capitalized and fully depreciated in the year of acquisition.
Useful lives of property, plant and equipment
Factory and office buildings 20 to 50 years
Other buildings 5 to 10 years
Technical equipment and machines mostly 10 years
Other equipment,
plant and office equipment 3 to 8 years
Equipment leased to others mostly 3 to 5 years
Special reserve with an equity portion includes reserves recog nized and transferred to assets pursuant to Section 6b of the Ger man Income Tax Act (Einkommensteuergesetz, EStG) as well as special allowances pursuant to Section 4 of the German Assisted Areas Act (Fördergebietsgesetz) exceeding the depreciation ac cording to HGB in fiscal years prior to the transition to the regu lations of the German Accounting Law Modernisation Act (Bilanz rechtsmodernisierungsgesetz, BilMoG).
Financial assets: Impairment losses are recognized if the de cline in value is presumed to be other than temporary. This ap plies when objective evidence, particularly events or changes in circumstances, indicate a significant or other than temporary decline in value. In case of quoted financial assets impairment is particularly assumed to be other than temporary if the stock exchange price is either 20% continuously over a period of six months or 10% below its acquisition costs on a monthly average over the past twelve months. Loans bearing no interest or bearing interest below market conditions are discounted to present value.
Inventories are measured at the lower of average acquisition or production costs and daily values. Production costs comprise, in addition to direct costs, an appropriate portion of production and material overheads and depreciation of property, plant and equipment. General administration expenses, expenses for social facilities, voluntary social costs and company pension scheme costs are not capitalized. Writedowns are recorded to cover in ventory risks for reduced usability and technological obsoles cence as well as in the context of lossfree valuation of unbilled contracts in constructiontype and service businesses.
Allowances on receivables are determined on the basis of the probability of loss and country risks.
Deferred tax assets for differences between commercial and tax valuations are recognized if in total a future tax benefit is ex pected. Deferred tax assets are netted with deferred tax liabili ties. Recognized deferred tax assets and liabilities comprise tem porary differences of assets, liabilities, accruals and deferrals of entities forming part of the Siemens AG tax group and partner ships to the extent that the recovery or settlement of the carrying amount of assets, liabilities, accruals or deferrals result in a deductible or taxable amount in the taxable profit (loss) of Siemens AG.
Offsetting of assets and of income and expenses: Siemens AG measures such assets at fair value that are designated as being held exclusively to settle specified pension obligations and obli gations for early retirement ("Altersteilzeit") arrangements and which cannot be accessed by other creditors. Income and ex penses relating to these designated assets are offset against the expense arising from compounding the corresponding obliga tions and are reported within the line item Other financial in come (expenses), net.
Pensions and similar commitments: Siemens AG measures its pension obligations using the settlement amount calculated with the actuarial projected unit credit method on the basis of biomet ric probabilities. The discount rate used to discount pension ob ligations corresponds to the average market interest rate for in struments with an assumed remaining maturity of 15 years as published by Deutsche Bundesbank.
According to the Act on the Improvement of Company Pensions (Gesetz zur Verbesserung der betrieblichen Altersversorgung, BetrAVG), Siemens AG is secondarily liable for pension benefits provided under an indirect pension funding vehicle (mittelbarer Durchführungsweg). Siemens AG recognizes the underfunding in the item Provisions for pensions and similar commitments as far as the particular assets of the pension fund or of the pension and support fund (Pensions und Unterstützungskasse) do not cover the pension obligations.
Other provisions are recognized in an appropriate and sufficient amount to cover individual obligations for all identifiable risks relating to liabilities of uncertain timing and amount and for an ticipated losses on onerous contracts, taking account of price and cost increases expected to arise in the future. Significant provi sions with a remaining term of more than one year are dis
counted using a discount rate which corresponds to the average market interest rate appropriate for the remaining term of the obligations, as calculated and published by Deutsche Bundesbank.
Foreign currency translation: Receivables, other current as sets, securities, cash and cash equivalents, provisions and liabili ties (excluding advance payments received on orders) as well as commitments and contingencies denominated in foreign cur rency are generally translated applying the mean spot exchange rate on the balance sheet date. Balance Sheet line items denom inated in foreign currency which are part of a valuation unit used to hedge foreign currency risk are translated using the mean spot exchange rate on the transaction date. Noncurrent assets and inventories acquired in foreign currency are generally recognized applying the mean spot exchange rate on the transaction date.
Derivative financial instruments are used by Siemens AG al most exclusively for hedging purposes and - if the relevant con ditions are met - are aggregated with the underlying hedged item into valuation units. When a valuation unit is created, changes in values or cash flows from the hedged item and hedging contract are compared. A provision is recognized only for a negative sur plus from the ineffective part of the market value changes. The unrealized losses and gains from the effective part offset each other completely and are not recognized in the Balance Sheet or the Income Statement.
Classification of items in the Annual Financial Statements: Siemens AG aggregates individual line items in the Income State ment and in the Balance Sheet if the individual line item is not material for providing a true and fair view of the Company's fi nancial position and if such an aggregation improves the clarity of the presentation. Siemens AG discloses these items separately in the notes.
Prior-year amounts: Prioryear amounts were not adjusted in sofar as the initial application of the Accounting Directive Imple mentation Act (BilanzrichtlinieUmsetzungsgesetz, BilRUG) re sulted in changes in the presentation of the income statement in fiscal 2017. Accordingly, the comparability of certain line items in the income statement for fiscal 2017 with the prioryear amount is limited. To achieve comparability with the revenue definition as changed by the BilRUG, Revenue in fiscal 2016 must by in creased by €1,280 million to €27,043 million. Other operating income must be reduced by €1,280 million to €223 million. In addition, Cost of sales must be increased by €1,102 million to
€20,920 million, and Other operating expense must be reduced by €1,102 million to €267 million.
-
Notes to the Income Statement
NOTE 1 Revenue
Revenue also includes income from leasing and granting licenses.
Revenue by lines of business Fiscal year
from affiliated companies
(5)
(24)
Power and Gas 5,771
Impairments on investments
(1,665)
(121)
Energy Management 3,959
Reversals of impairments on investments
28
25
Building Technologies 1,484
Gains from the disposal of investments
41
15
Mobility 3,433
Losses from the disposal of investments
(9)
(142)
Digital Factory 6,551
Income from investments, net
3,798
3,732
Process Industries and Drives
5,029
Siemens Real Estate
921
Infrastructure and support services
1,341
less internal revenue
(1,601)
Revenue
26,888
Income from investments included in particular profit distribu
tions from Siemens Ltd., China, amounting to €1,576 million.
(in millions of €) 2017
Revenue by region Fiscal year
(in millions of €) 2017
Europe, C.I.S., Africa, Middle East 20,056
Americas 1,926
Asia, Australia 4,906
Revenue 26,888
NOTE 2 Other operating income and expenses
Other operating income included, among others, gains from the release of provisions for postclosing guarantees related to the former disposal of a business totaling €170 million.
Other operating expenses included, among others, expenses re lated to the disposal of a Siemens business totaling €95 million.
Income from the release of the special reserve with an equity portion amounted to €19 million.
NOTE 3 Income from investments, net
(in millions of €)
2017
Fiscal year
2016
Income from investments
2,039
1,599
thereof from affiliated companies
1,967
1,542
Income from profit transfer agreements
with affiliated companies 3,369 2,380
Expenses from loss transfers
Income from profit transfer agreements included mainly profit transfers from Siemens Beteiligungen Inland GmbH, Germany, amounting to €2,284 million, and from Siemens Healthcare GmbH, Germany, amounting to €815 million.
Impairments on investments included in particular an unsched uled impairment on the investment in Siemens Gamesa Renew able Energy S.A., Spain, totaling €1,153 million and Siemens' stake in Primetals Technologies Ltd. totaling €336 million.
NOTE 4 Interest income and interest expenses
Interest income from affiliated companies amounted to €276 (2016: €226) million. Interest expenses from affiliated companies amounted to income of €83 (2016: income of €71) million due in particular to positive interest from borrowings.
Interest income from loans classified as financial assets amounted to €80 (2016: €59) million.
NOTE 5 Other financial income (expenses), net
Fiscal year
Other financial income primarily included gains from the release of provisions for risks from derivative financial instruments totaling €466 million (2016: losses totaling €347 million) and dividend income from shares in funds amounting to €260 (2016:
€340) million, as well as gains totaling €34 million (2016: losses totaling €123 million) from the realized results related to cur
(in millions of €) 2017 2016
Interest component of changes in the pension provisions (excluding deferred
compensation scheme)1 (813) (424)
Financial expenses (net) relating
to the personnelrelated provisions (17) (27)
Financial income (expenses), net relating
to deferred compensation 19 −
Other financial income 788 374
Other financial expenses (296) (871)
Impairments and reversals of impairments of loans and securities of noncurrent
rency derivatives.
Other financial expenses included mainly expenses resulting from the realization of monetary items denominated in foreign currencies totaling €107 million (2016: gains totaling €34 million) and expenses from the realized results related to interest rate derivatives totaling €100 (2016: €228) million. In addition, the line item included expenses from compounding of provisions, of which €85 (2016: €147) million were related to the compounding of other provisions and €4 (2016: €18) million resulted from the compounding of tax provisions.
and current assets
(21)
7
Other financial income (expenses), net
(340)
(942)
NOTE 6 Income taxes
(in millions of €)
2017
Fiscal year
2016
Current taxes
(304)
(84)
Deferred taxes
(81)
(76)
Income taxes
(385)
(160)
1 Does not include items relating to obligations for the deferred compensation scheme directly related to designated plan assets.
Financial income and financial expenses are in each case the net amount after offsetting against the income and expenses from designated plan assets:
(in millions of €)
2017
Fiscal year
2016
Interest component of change in obligations relating to deferred compensation scheme1
(8)
(29)
Income from designated plan assets offset
against pensionrelated obligations 36 35
Expenses from designated plan assets offset
against pensionrelated obligations
(9)
(7)
Financial income (expenses), net relating to deferred compensation scheme1
19
−
1 Includes only items relating to obligations directly related to designated plan assets.
The change resulted from higher income tax expenses, corre sponding to a higher taxable share of Income from business ac tivity and increased burdens from withholding taxes. In addition, this item included deferred tax expenses and income resulting from the occurrance and reversal of temporary differences be tween the accounting and taxbased valuation and the use of loss carryforwards.
NOTE 7 Other taxes
(in millions of €)
2017
Fiscal year
2016
Expenses (gross) from compounding personnelrelated provisions
(17)
(27)
Expenses from designated plan assets
offset against obligations for early retirement arrangements
(1)
−
Expenses for other personnel-related provisions (net)
(17)
(27)
Other taxes amounting to €32 (2016: €26) million are included in the relevant functional costs.
NOTE 8 Impact of tax regulation on net income
The application of tax incentives had a positive effect on net income of €13 million.
NOTE 9 Income and expenses relating to prior periods
The Income Statement of Siemens AG included expenses and income relating to prior years of €43 (2016: €194) million and of
€1,291 (2016: €1,297) million, respectively. The income relating to prior periods resulted mainly from the reversal of provisions.
-
Notes to the Balance Sheet
NOTE 10 Non-current assets
Acquisition or production costs
(in millions of €)
Oct 1, 2016
Additions
Reclassifications
Disposals
Sep 30, 2017
Intangible assets
Concessions and industrial property rights
1,206
36
−
(64)
1,179
Goodwill
241
−
−
(2)
239
1,448
36
−
(66)
1,418
Property, plant and equipment
Land, land rights and buildings, including buildings
on thirdparty land
1,021
7
3
(104)
928
Technical equipment and machinery
2,909
76
70
(101)
2,955
Other equipment, plant and office equipment
1,879
200
15
(221)
1,874
Equipment leased to others
148
22
−
(12)
157
Advanced payments made and construction in progress
162
123
(88)
(64)
132
6,119
428
−
(502)
6,046
Financial assets
Shares in affiliated companies
33,434
4,428
5
(2,457)
35,410
Shares in investments
2,182
178
(5)
(68)
2,286
Loans
3,276
788
−
(1,189)
2,875
Securities
7,425
117
−
(29)
7,513
46,317
5,510
−
(3,743)
48,083
53,884
5,974
−
(4,311)
55,547
In April 2017, Siemens contributed its wind power business, in cluding service, into the publicly listed company Gamesa Corpo ración Tecnológica, S.A., Spain, and in return received newly is sued shares of the combined entity Siemens Gamesa Renewable Energy, S.A., Spain (SGRE). Related to this transaction, Siemens AG recorded additions in Shares in affiliated companies totaling
€3,417 million.
To simplify the company structure, Mannesmann Demag Krauss Maffei GmbH, Germany was acquired, merged with DA Creative GmbH, Germany, and the resulting entity was sold to Lincas Elec tro Vertriebsgesellschaft mbH, Germany. These transactions re sulted in additions and disposals in Shares in affiliated companies, each totaling €446 million. In addition, a capital increase totaling
€330 million was carried out at Atecs Mannesmann GmbH, Deutschland.
Disposals of shares in affiliated companies included a return of capital totaling €1,742 million at Siemens Nixdorf Informations systeme GmbH, Germany.
Additions to Shares in investments were primarily related to the establishment of the joint venture Valeo Siemens eAutomotive GmbH, Germany (additions totaling €108 million).
Changes in Loans included additions totaling €249 million and disposals totaling €462 million concerning Siemens Bank GmbH, Germany. In addition, disposals totaling €435 million were re corded resulting from the repayment of a loan by Siemens Beteil igungen GmbH, Germany.
Accumulated depreciation / amortization Carrying amount
Oct 1, 2016
Depreciation /
amortization Write-ups Disposals Sep 30, 2017 Sep 30, 2017 Sep 30, 2016
(664)
(82)
− 65
(681)
498
543
(208)
(8)
− 2
(214)
25
34
(871)
(91)
− 67
(895)
523
577
(577)
(20)
− 74
(523)
404
444
(2,158)
(143)
− 82
(2,219)
736
751
(1,389)
(202)
− 212
(1,379)
495
490
(99)
(9)
− 8
(100)
57
48
−
−
− −
−
132
162
(4,224)
(374)
− 377
(4,221)
1,825
1,895
(1,394)
(1,323)
28
42
(2,647)
32,763
32,040
(281)
(342)
−
17
(606)
1,679
1,900
(6)
(1)
−
−
(6)
2,868
3,270
(25)
−
3
−
(22)
7,491
7,400
(1,706)
(1,666)
32
58
(3,282)
44,802
44,611
(6,801)
(2,131)
32
502
(8,398)
47,150
47,083
Loans included loans to affiliated companies amounting to
€2,657 (2016: €3,179) million, loans to participations amounting to €47 (2016: €0) million, and other loans amounting to €164 (2016: €92) million.
Securities presented within noncurrent assets included shares in investment funds.
Total impairments within noncurrent assets were €1,671 (2016:
€164) million.
NOTE 11 Inventories
(in millions of €)
2017
Sep 30,
2016
Raw materials and supplies
835
823
Work in progress
1,403
1,498
Finished products and goods
695
559
Cost of unbilled contracts
9,522
9,706
Advance payments made
1,066
1,005
Inventories
13,521
13,590
The item cost of unbilled contracts included mainly capitalized expenses incurred in the context of the performance of deliveries and services for projects in constructiontype business which were not billed to customers at the balance sheet date.
NOTE 12 Receivables and other assets
thereof maturities
thereof maturities
(in millions of €)
Sep 30,
2017
more than one year
Sep 30,
2016
more than one year
Trade receivables
1,809
35
1,903
47
Receivables from
affiliated companies
15,966
2,411
12,632
2,162
Other receivables
and other assets
2,109
184
2,182
156
thereof from long-
term investees 75 61 38 4
thereof other assets 2,034 123 2,143 153
Receivables and
other assets 19,884 2,630 16,717 2,365
NOTE 13 Deferred tax assets
The total deferred tax assets resulted mainly from Pension provi sions and Other provisions. For the measurement of deferred tax assets a tax rate of 31.16% was applied. Deviating from this, for partnerships a tax rate of 15.83% was applied for temporary dif ferences of assets, liabilities and prepaid/deferred items.
NOTE 14 Active difference resulting from offsetting
(in millions of €)
Sep 30,
2017
Expected settlement amount of obligations for early retirement arrangements and from obligations for deferred compensation
(1,180)
Fair value of designated plan assets
1,240
Surplus of designated assets over obligations for early retirement arrangements
and obligations for deferred compensation
60
Acquisition cost of designated plan assets
1,090
NOTE 15 Shareholders' equity
Shareholders' equity developed as follows:
(in millions of €)
Oct 1, 2016
Share buybacks
Fulfillment of exercised warrants
Issuance of treasury shares under share-based payments and employee share
programs
Dividend
2016
Net income
Sep 30, 2017
Subscribed capital
2,550
-
-
-
-
-
2,550
Treasury shares
(125)
(24)
34
11
-
-
(103)
Issued capital
2,425
(24)
34
11
−
−
2,447
Capital reserve
7,761
-
112
91
-
-
7,964
Retained earnings
6,122
(910)
971
308
-
1,077
7,568
Unappropriated net income
3,060
-
-
-
(2,914)
2,999
3,145
Shareholders' equity
19,368
(934)
1,117
409
(2,914)
4,076
21,123
SUBSCRIBED CAPITAL
The capital stock of Siemens AG is divided into 850,000,000 registered shares of no par value with a notional value of €3.00 per share.
AUTHORIZED CAPITAL (NOT ISSUED)
As of September 30, 2017, the total unissued authorized capital of Siemens AG consisted of a nominal amount of €618.6 million that may be issued in installments with varying terms by issuance of up to 206.2 million registered shares.
In detail, the following authorizations to increase the capital stock exist:
By resolution of the Annual Shareholders' Meeting of Janu ary 26, 2016, the Managing Board is authorized to increase, with the approval of the Supervisory Board, the capital stock until January 25, 2021 by up to €90,000,000 through the issu ance of up to 30 million registered shares against contribu tions in cash (Authorized Capital 2016). Subscription rights of existing shareholders are excluded. The new shares may exclu sively be offered to employees of Siemens AG and its consoli dated subsidiaries (employee shares). To the extent permitted by law, employee shares may also be issued in such a manner that the contribution to be paid on such shares is covered by that part of the annual net income which the Managing Board and the Supervisory Board may allocate to other retained earn ings under Section 58 para. 2 of the German Stock Corpora tion Act.
Further, by resolution of the Annual Shareholders' Meeting of January 28, 2014, the Managing Board is authorized to in crease, with the approval of the Supervisory Board, the capital
stock until January 27, 2019 by up to €528.6 million through the issuance of up to 176.2 million registered shares against cash contributions and/or contributions in kind (Authorized Capital 2014). Under certain conditions and with the approval of the Supervisory Board, the Managing Board is authorized to exclude subscription rights of shareholders in the event of cap ital increases against contributions in kind. In the event of cap ital increases against cash contributions, the shares shall in principle be offered to shareholders for subscription. However, the Managing Board is authorized to exclude, with the ap proval of the Supervisory Board, shareholders' subscription rights, (1) with regard to any fractional amounts, (2) in order to grant subscription rights to holders of conversion or option rights respective conversion or option obligations on Siemens shares as compensation for the effects of dilution, and (3) un der certain other conditions if the issue price of the new shares is not significantly lower than their stock market price of the Siemens shares already issued.
SUBSCRIPTION RIGHTS OF ISSUED BONDS WITH WARRANT UNITS
In February 2012, Siemens issued bonds with warrant units with a volume of US$3 billion in two tranches. Since the spinoff of OSRAM Licht AG in July 2013, the warrants issued in 2012 entitle the purchase of Siemens and OSRAM shares; a large portion of these warrants ("old warrants") was exchanged by Siemens in September 2015 by replacing the 2012 warrants with new bonds with attached warrants that relate exclusively to Siemens shares.
The tranche with the shorter maturity, totaling US$1.5 billion, was paid back on maturity in August 2017. As of September 30, 2017, bonds with warrants totaling US$1.5 billion were outstand
ing with a total of 6,000 warrants, which become due or may be finally exercised in August 2019. As of September 30, 2017, rights relating to a total of approximately 11.5 million Siemens shares resulted from the old and new warrants of the 2019 tranche that were exercisable since issuance.
Several adjustments were made according to the terms and con ditions of the warrants, most recently effective February 15, 2017. As of September 30, 2017, a holder of a warrant would have been entitled to receive the following when exercising of the rights attached to the warrants at an exercise price of €97.6255 per share, for a payment of €187,842.81: one of the 5,236 new warrants would have entitled to a total of 1,924.1160 Siemens shares; one of the 764 old warrants would have entitled to re ceive 1,833.0013 Siemens shares and 146.0092 OSRAM shares. Based on the Xetra closing price of the OSRAM share as of Sep tember 30, 2017, this would have represented an arithmetical exercise price of €97.10 per Siemens share. The number of shares entitled to be received per warrant is subject to adjustment pro visions on dilution protection according to the warrant terms and can continue to vary during the term of the option rights, contin gent on the adjustment applied. Interalia adjustments depend ing on the amount of the dividend paid are intended in addition to adjustments in line with standard market practice for certain capital measures. The conditions of the warrants permit Siemens to service exercised warrants also from its treasury shares and repurchase the warrants. The bonds with attached warrants were issued, in each case, excluding a subscription right of share holders.
TREASURY SHARES
The following table presents the development of treasury shares held:
(in number of shares)
Fiscal year
2017
Treasury shares, beginning of fiscal year
41,721,682
Share buyback
7,922,129
Fulfillment of exercised warrants
(11,447,996)
Issuance under sharebased payments and employee share programs
(3,714,695)
Treasury shares, end of fiscal year
34,481,120
Siemens AG held 34,481,120 treasury shares, equaling a nominal amount of €103 million and 4.1% of the capital stock, respec tively.
On November 12, 2015, Siemens decided to conduct a share buy back with a volume of up to €3 billion in a period ending Novem ber 15, 2018, at the latest. The share buyback is executed based on the authorization provided by the Annual Shareholders' Meet ing on January 27, 2015. The goal of the share buyback is to have shareholders participate continuously in the success of the Company in addition to the dividend policy.
In fiscal 2017, Siemens AG repurchased a total of 7,922,129 trea sury shares under this share buyback program. This represents a nominal amount of €24 million or 0.9% of capital stock. In this period, €934 million (excluding incidental transaction charges) were spent for this purpose; this represents a weighted average stock price of €117.84 per share. The purchase was made in the reporting period on 139 Xetra trading days and was carried out by a bank that had been commissioned by Siemens AG; the shares were repurchased exclusively on the electronic trading platform of the Frankfurt Stock Exchange (Xetra). The average volume on these trading days was about 56,994 shares. The pur chase price per repurchased share (excluding incidental trans action charges) was not to exceed the price of the Siemens share as determined by the opening auction on the trading day by more than 10% or fall more than 20% below such price.
The respective inventory of the treasury shares purchased under the share buybacks may be used for purposes of retirement, dis tribution to employees, members of the executive bodies of com panies affiliated with Siemens and members of the Managing Board, as well as the servicing of convertible bonds with attached warrants.
Siemens AG issued in total 3,714,695 treasury shares under the exclusion of subscription rights in connection with sharebased payments and employee share programs in the Group, equaling a nominal amount of €11 million and 0.4% of the capital stock. The Company received in total €269 million for 2,259,058 shares, issued against the payment of a purchase price. Siemens AG re ceived this amount for unrestricted use. 2,141,143 shares were purchased as investment shares in connection with the share matching program by participants in the plan. In each case, the purchase price was determined on the basis of the closing rate in Xetra trading, determined on a monthly effective date. There fore, in the reporting period, in total 1,175,176 shares related to the monthly investment plan at a weighted average share price of €118.32 per share; 369,963 shares related to the share match ing plan in February 2017 at a share price of €121.35 per share and 596,004 shares related to the 2017 base share program, sup ported with a tax beneficial allowance by the Company, at a share price of €60.68 per share. The other shares issued during the reporting period can be attributed to the servicing of stock
awards primarily granted in the year 2012 totaling 802,352 shares, 473,113 matching shares under the share matching pro gram for the year 2014 and to the issuance of 180,172 jubilee shares. In addition, beneficiaries of the stock awards primarily granted in the year 2012 that had received the option of cash settlement were offered the opportunity to reinvest their arith metical net payment in Siemens shares at the lowest daily price of the transfer date. In connection with this opportunity, benefi ciaries purchased 117,915 shares at an average weighted share price of €108.63 per share.
11,447,996 treasury shares were used for servicing exercised op tions, equivalent to a nominal amount of €34.3 million or 1.34% of subscribed capital. For the Siemens shares issued, the com pany recorded receipts of €1,117 million, which corresponds to an average selling price of €97.60 per Siemens share.
INFORMATION ON AMOUNTS SUBJECT TO DIVIDEND PAYOUT RESTRICTIONS
Valuation at fair value of plan assets designated to be offset against early retirement commitments did not give rise to an amount unavailable for distribution. Valuation at fair value of plan assets designated to be offset against pension obligations resulted in an amount of €42 million that is subject to dividend payout restrictions. The amount representing the difference be tween the measurement of provisions for postretirement bene fits according to the corresponding average market interest rate over the preceding ten years and the corresponding rate over the preceding seven years, totals €1,326 million and is not available for dividend payouts. The excess of deferred tax assets over de ferred tax liabilities led to an amount of €2,174 million that is not available for dividend payouts. Other reserves existed in the amount of €7,568 million. Therefore, the total unappropriated net income of €3,145 million is available for distribution.
DISCLOSURES ON SHAREHOLDINGS OF SIEMENS AG
As of September 30, 2017, the following information on share holdings subject to reporting requirements was available to the Company pursuant to Section 160 para 1 No. 8 German Stock Corporation Act (Aktiengesetz).
BlackRock, Inc., Wilmington, USA, notified us on August 7, 2017, that its percentage of voting rights (held either directly or indi rectly) in Siemens AG amounted to 5.93% (50,429,342 voting rights) on August 2, 2017.
The State of Qatar, Doha, acting by and through the DIC Com pany Limited, notified us on May 10, 2012, that its percentage of voting rights (held either directly or indirectly) in Siemens AG
exceeded the threshold of 3% of the voting rights in our Com pany on May 7, 2012 and amounted to 3.04% (27,758,338 voting rights) as per this date.
The Werner SiemensStiftung, Zug, Switzerland, notified us on January 21, 2008, that its percentage of voting rights (held either directly or indirectly) in Siemens AG exceeded the threshold of 3% of the voting rights in our Company on January 2, 2008 and amounted to 3.03% (27,739,285 voting rights) as per this date.
NOTE 16 Provisions for pensions and similar commitments
In Germany, Siemens AG provides pension benefits through the BSAV (Beitragsorientierte Siemens Altersversorgung), frozen leg acy plans and deferred compensation plans. The majority of Siemens' active employees participate in the BSAV. The 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. In connection with the im plementation of the BSAV, benefits provided under the frozen legacy plans were modified to substantially eliminate the effects of compensation increases. Therefore valuation assumptions for salary and pension increases including career trend are no longer significant for the pension obligation of Siemens AG. The pension benefits are funded via legally segregated trust assets. A portion of these trust assets also covers the pension obligations of other domestic subsidiaries. Therefore, the assets do not meet the cri teria to be offset against the pension obligation and are pre sented separately as financial assets in the Annual financial state ments of Siemens AG.
Those parts of an employee's salary that are converted in the context of the deferred compensation plan are invested in invest ment funds which are exclusively used to settle the resulting pension obligations and which are protected from other credi tors. These assets with a fair value of €909 million as of Septem ber 30, 2017 (acquisition costs of assets €758 million) are off set against the underlying pension obligations. In fiscal 2017, this offsetting resulted in an asset of €39 million. For more in formation on income and expense with regard to this deferred compensation plan, see NOTE 5 OTHER FINANCIAL INCOME (EXPENSES), NET.
As of September 30, 2017, the total pension obligations amounted to €12,632 million. The actuarial valuation of the pension obliga tion was based, among others, on a discount rate of 3.77% and on a rate of pension progression of 1.50%, for the BSAV plan of 1.0% per year. The mortality rates are based on the modified mor tality tables (Richttafeln) 2005 G by Prof. Klaus Heubeck.
NOTE 17 Other provisions
Other provisions included miscellaneous provisions of €6,430 (2016: €7,385) million and tax provisions of €987 (2016: €975) million.
The main amounts in other provisions related to provisions for personnel expenses of €1,915 million and for warranties of
€1,070 million.
Concerning the closing of the facility in Hanau and the nuclear research and service center in Karlstein, other provisions include a provision for decontamination. While in fiscal 2017 parts of the regulation for nuclear waste disposal were amended by the Reorganising Responsibility for Nuclear Waste Management Act (Gesetz zur Neuordnung der Verantwortung in der kerntech nischen Entsorgung), Siemens is not covered by these regula
tions and consequently continues to adhere to the German Atomic Energy Act (Atomgesetz), which states that when a nu clear facility is closed, the resulting radioactive waste must be collected and delivered to a governmentdeveloped final storage facility. The measurement of the provision is based on critical accounting estimates. A critical accounting estimate in determin ing the costs of the remediation is contingent on the decision of the federal government on the location of the final storage facil ities and the date of their availability or possible delivery volume. Several parameters relating to the development of a final storage facility for radioactive waste are specified on the assumptions for the so called Schacht Konrad final storage. Furthermore, a signif icant factor of uncertainty is future political decisions and unforeseen developments during the timeframe of the storage process. The provision decreased yearoveryear, from €763 mil lion to €592 million, due primarily to reduced inflation rate as sumptions.
NOTE 18 Liabilities
thereof maturities thereof maturities
(in millions of €)
Sep 30, 2017
up to 1 year
1 year up
to 5 years
more than 5 years
Sep 30, 2016
up to 1 year
1 year up
to 5 years
more than 5 years
Liabilities to banks
81
81
−
−
14
14
−
−
Advance payments received
750
750
−
−
619
619
−
−
Trade payables
1,902
1,900
2
−
1,831
1,824
7
−
Liabilities to affiliated companies
24,116
21,861
2,255
−
24,847
24,449
398
−
Other liabilities
2,047
1,897
104
46
2,441
2,264
134
43
thereof to long-term investees
25
25
−
−
44
44
−
−
thereof miscellaneous liabilities
2,022
1,872
104
46
2,397
2,220
134
43
therein from taxes
81
81
− − 127
127
− −
therein for social security
223
223
− − 231
231
− −
Liabilities
28,896
26,488
2,361 46 29,752
29,170
539 43
- Other disclosures
NOTE 21 Share-based payment
NOTE 19 Material expenses
Fiscal year
Siemens AG allows employees and members of the Managing Board to participate in sharebased payment programs. For the purpose of servicing sharebased payment programs Siemens AG also delivers Siemens shares, which have been granted by affili ated companies.
(in millions of €) 2017 2016
Expenses for raw materials, supplies and purchased merchandise
(10,736)
(11,437)
STOCK AWARDS
Siemens AG grants stock awards to members of the Managing
Costs of purchased services
(4,333)
(4,082)
Board, members of the senior management and other eligible
Material expenses
(15,069)
(15,519)
employees.
NOTE 20 Personnel expenses
Fiscal year
(in millions of €) 2017 2016
Wages and salaries (7,915) (7,943)
Social security contributions and expenses
Personnel expenses did not include the expense resulting from the unwinding of the interest on the pension and personnel related provisions, which are included in other financial income (expenses), net.
Parttime employees were included on a proportionate basis for the determination of the average number of employees. The breakdown of employees per function is as follows:
The following table shows the changes in the stock awards held by members of the senior management and other eligible em ployees of Siemens AG:
Fiscal year 2017
(in number of shares) Awards
Nonvested, beginning of fiscal year 3,202,282
Granted 1,032,200
for other employee benefits (1,157) (1,143)
Settled
(9,854)
Expenses for / Income from pensions (414) 24
Change from equity settlement to cash settlement
Personnel expenses (9,486) (9,061)
for stock awards granted in 2012
(856,355)
Non-vested, end of fiscal year
3,306,727
Forfeited (61,546)
Stock awards to beneficiaries of Siemens AG are expensed as in curred over the vesting period and are measured at the intrinsic value (= share price of the Siemens stock) on a pro rata basis for the proportion of the vesting period expired considering the estimated target attainment at the balance sheet date. The pro rata intrinsic value of all stock awards issued to beneficiaries of Siemens AG amounted to €274 million at the balance sheet date.
Fiscal year
2017
Production
54,800
Sales
16,900
Research and development
9,600
Administration and general functions
11,300
Employees
92,500
SHARE MATCHING PROGRAM
Plan participants receive the right to one Siemens share without payment of consideration (matching share) for every three in vestment shares continuously held over a vesting period.
The following table shows the changes in the entitlements to matching shares of beneficiaries of Siemens AG:
(in number of shares)
Fiscal year
2017
Outstanding, beginning of fiscal year
1,141,190
Granted
426,432
Vested and fulfilled
(310,794)
Forfeited
(66,945)
Settled
(28,723)
Organizational changes
87
Outstanding, end of fiscal year
1,161,247
Matching shares granted to beneficiaries of Siemens AG are ex pensed as incurred over the vesting period and are measured at the intrinsic value (= share price of the Siemens stock) on a pro
rata basis for the proportion of the vesting period expired at the balance sheet date. The pro rata intrinsic value of all matching shares issued to beneficiaries of Siemens AG amounted to
€85 million.
SIEMENS PROFIT SHARING
The Managing Board decides annually on the issuance of a new Siemens Profit Sharing tranche and determines the targets to be met for the current fiscal year. At fiscal yearend, based on the actual target achievement, the Managing Board decides in its discretion on the amount to be transferred to the ProfitSharing Pool for the Siemens Group, and on a distribution of the Pool in the form of free Siemens AG shares. At fiscal yearend, €107 mil lion were included in the Pool for eligible employees of Siemens AG. Expense is recognized pro rata over the estimated vesting period. In November 2017, €100 million were contributed to the ProfitSharingPool for the Siemens Group, of which ap proximately one third relates to eligible employees of Siemens AG. It was decided that the €400 million accumulated in the Pool are distributed to eligible employees in March 2018.
NOTE 22 Shares in investment funds
The following shares in investment funds according to invest ment objects were held:
Deviation
Sep 30, 2017
(in millions of €)
Carrying amount
Market value
from carrying
amount
Distributions
Mixed funds
8,022
7,760
(262)
260
Bondbased funds
123
123
−
−
Sharebased funds
58
58
−
−
Money market funds
433
433
−
−
Shares in investment assets according
to investment objects
8,636
8,375
(262)
260
Generally, shares in investments assets are disclosed as securities held as noncurrent financial assets. Exceptions are interests which are offset against obligations relating to deferred compen sation schemes and against obligations for early retirement ar rangements. In addition, for a portion of the investment funds
presented above, the market value was slightly below the carry ing amount due to the strategic investment approach pursued by the Company. Impairments were not recorded since the reduc tion in value was not permanent.
NOTE 23 Guarantees and other commitments
Sep 30,
(in millions of €) 2017 2016
Obligations from guarantees 637 199
Warranty obligations 83,707 82,467
thereof relating to financing
of affiliated companies 38,921 39,725
thereof relating to performance guarantees on
behalf of affiliated companies 37,258 34,918
thereof Others 7,529 7,824
Obligations from granting
collateral on behalf of third parties
48
48
Guarantees and other commitments
84,393
82,714
Warranty obligations included obligations of Siemens AG to affil iated companies amounting to €265 (2016: €470) million.
Others includes indemnifications issued in connection with dis positions of businesses. Such indemnifications, if customary to the relevant transactions, may protect the buyer from potential tax, legal and other risks in conjunction with the purchased busi ness.
Siemens AG only enters into guarantees and other commitments after careful consideration of the risks concerned and in general only in relation to its own business activities or those of affiliated companies. Based on an ongoing risk evaluation of the arrange ments entered into and taking into account all information avail able up to the date on which the Annual Financial Statements were issued for approval, Siemens AG currently concludes that the relevant primary debtors are able to fulfill the underlying ob ligations. For this reason, Siemens AG considers it not probable that it will be called upon in conjunction with any of the guaran tees and commitments described above.
Guarantees and other commitments also include obligations of Siemens Financial Services GmbH, Munich, for which Siemens AG has assumed a counterliability.
NOTE 24 Financial payment obligations under leasing and rental arrange- ments
Expenses for lease and rental arrangements with third parties in which the economic ownership of the leased/rented asset is not attributable to Siemens AG and the relevant items are not recog nized as assets by Siemens AG amounted to €281 million. Object of these contracts were mainly real estate and other noncurrent assets.
Obligations under lease and rental arrangements amounted to
€963 million, of which €307 million resulted from transactions with affiliated companies. Financial payment obligations under leasing and rental arrangements due within the next year amount to €278 million.
NOTE 25 Other financial obligations
Capital contribution obligations amounted to €714 million and related to affiliated companies.
The Company is jointly and severally liable as a partner in com panies constituted under the German Civil Code for which profit and loss pooling agreements with other companies have been signed, as a partner in German trading partnerships as well as a participant in consortiums. Furthermore, Siemens AG has corre sponding payment obligations.
Approximately €3.1 billion were still outstanding as of Septem ber 30, 2017, from an existing outsourcing agreement that had a total amount of approximately €8.7 billion and a maturity of sev eral years.
In the course of its normal business operations, Siemens AG is involved in numerous legal and regulatory proceedings as well as governmental investigations (Legal Proceedings) in various juris dictions. These Legal Proceedings could result in particular in the Company being subject to payment of damages and punitive damages, equitable remedies or criminal or civil sanctions, fines or disgorgements of profit. In individual cases, this may also lead to formal or informal exclusion from tenders or the revocation or loss of business licenses or permits. In addition, further Legal Proceedings may be commenced or the scope of pending Legal Proceedings may be expanded. Some of these Legal Proceedings could result in adverse decisions for Siemens AG that may have
material effects on its financial position, the results of its opera tions and/or its cash flows in the respective reporting period. As far as not recognized in the financial statements, Siemens AG does currently not expect any material negative effects on its financial position, the results of its operations and/or its cash flows.
NOTE 26 Derivative financial instruments and valuation units
As a consequence of its global operating, investing and financing activities, Siemens AG is in particular exposed to risks resulting from changes in exchange rates and interest rates, managed in line with a proven risk management system in consideration of defined risk limits. As the parent Company of the Siemens Group, Siemens AG has the central role within the Groupwide manage ment of financial market risks. To manage the risks resulting from changes in exchange rates and interest rates, Siemens uses pri marily foreign currency forward contracts, interest rate swaps, combined interest and foreign currency swaps as well as interest rate options and interest rate futures. Thereby the operating units of Siemens AG are not allowed to enter into derivative financial instruments for speculative purposes. The contract part ners of the Company for derivative financial instruments are banks, brokers and affiliated companies. The credit rating for banks and brokers is constantly monitored.
Derivative financial instruments held in the portfolio are as follows:
Sep 30, 2017
The notional amounts equal the contractual amounts of the in dividual derivative financial instrument which - irrespective of the nature of the concluded position (sale or purchase) - are pre sented on a gross basis (gross notional amounts).
The market values of derivative financial instruments are deter mined according to the nature of the individual instrument. For foreign currency derivatives, market values are determined based on changes of the relevant exchange rates. For interest rate de rivatives, market values are determined by discounting expected future cash flows over the remaining term of the instrument us ing current market interest rates and yield curves or determined based on quoted market prices. Combined interest rate and for eign currency derivatives are measured using a combination of the mentioned factors. If foreign currency and interest rate deriv atives include an option component, measurement is based on an estimated value determined in accordance with an option price model or on quoted market prices.
Provided the relevant conditions are met, derivative financial in struments are aggregated with the underlying hedged item into valuation units. The effectiveness of the valuation unit is either ensured through risk management, or is demonstrated both pro spectively and retrospectively based on appropriate methods used to demonstrate effectiveness (e.g. dollar offset method, regression method, sensitivity analysis).
VALUATION UNIT USED TO HEDGE THE FOREIGN CURRENCY RISK
According to the company policy, each Siemens unit is responsi ble for recording, assessing and monitoring its foreign currency transaction exposure. The net foreign currency position of each unit serves as a central performance measure and has to be
hedged within a band of at least 75% but no more than 100%
(in millions of €)
Currency hedging contracts
Notional
amount
Fair
values
with the Corporate Treasury of Siemens AG.
Foreign currency forward contracts
45,416
47
The remaining foreign currency risk after offsetting cash flows in
Currency options
118
1
the same currency is hedged by the Corporate Treasury of
Interest rate hedging contracts
Siemens AG with external contract partners. The net foreign cur
Interest rate swaps
17,835
297
rency position (before hedging) of Siemens AG is combined with
Interest rate options
4,294
2
the offsetting foreign currency exchange contracts to a macro
Interest rate futures
787
1
valuation unit. For this purpose, hedged items and hedging in
Caps and floors 4,590 (3)
Combined interest and
Other hedging contracts
342
13
Existing derivative financial instruments
80,122
617
currency hedging contracts 6,740 259
struments are measured with the respective underlying dis counted cash flows. The derivative financial instruments which are included in this valuation unit have maturity terms until the year 2042. The cash in and outflows from the foreign currency exchange contracts, firm commitments and forecast transactions are disclosed on a net basis in the following table.
(in millions of €)
Sep 30,
2017
nal counterparties and combined these instruments with the
Foreign currency risk from balance sheet items
5,600
underlying transactions in a macro valuation unit. As of Septem
thereof assets
14,023
ber 30, 2017, the notional amount of the recognized finance re
thereof liabilities
(8,424)
ceivables, which have a maximum maturity until the year 2036,
Foreign currency risk from firm commitments and forecast transactions
3,265
amounted to €10,315 million. As of September 30, 2017, the cu
mulative market value changes of these finance receivables of
Net foreign currency position (before hedging)
8,865
€149 million were matched by offsetting interest rate derivatives
Foreign currency exchange contracts
(9,080)
with cumulative fair value changes of €(25) million and maxi
thereof with external contract partners
(8,374)
mum maturity terms until the year 2056. For the portion of
thereof with affiliated companies
(706)
finance receivables, which exceeded the interest rate derivatives,
Net foreign currency position (after hedging)
(215)
no interestbased valuation was conducted. As of September 30,
2017, no surplus of interest rate derivatives existed for this macro
valuation unit.
To hedge certain finance receivables against interest rate risk, Siemens AG has entered into interest rate derivatives with exter
The foreign currency portfolio of Siemens AG reached a hedge ratio (ratio of the hedging instruments' absolute values and the hedged items' absolute values) of approximately 100%. The rec ognition of a provision for contingent losses from pending trans actions was not necessary.
VALUATION UNIT USED TO HEDGE THE INTEREST RATE RISK
The interest rate hedging contracts used by Siemens AG serve
mainly to hedge against interest rate risks and to optimize the
CARRYING AMOUNTS OF THE DERIVATIVE FINANCIAL INSTRUMENTS REQUIRING RECOGNITION
Derivative financial instruments requiring recognition are in cluded with their carrying amounts in the following balance sheet items:
Sep 30, 2017
interest result in accordance with internal interest rate bench marks. The portion of Siemens AG's underlying transactions sub
(in millions of €) Other assets
Currency hedging contracts
Other
provisions
Other
liabilities
ject to interest rate risk is combined with interest rate derivatives held for hedging purposes in valuation units if the applicable designation requirements are fulfilled.
Siemens AG has entered into interest rate derivatives with exter nal banks to hedge interest rate swaps transacted with its affili ated companies against interest rate risk. As of September 30, 2017, the interest rate swaps transacted with affiliated compa nies included in this macro valuation unit have a notional amount of €5,266 million and fair values of €(389) million and have max imum maturity terms until the year 2028. At the balance sheet date, these underlying transactions were matched by external interest rate derivatives with fair values of €184 million, and max imum maturity terms until the year 2030. As of September 30, 2017, the negative surplus for the macro valuation unit, recorded in provisions, amounted to €205 million.
Currency options 1 - (1)
Interest rate hedging contracts
Interest rate swaps - (228) -
Interest rate options 52 (1) (49)
Caps and floors 20 - (54)
Derivative financial instru-
ments requiring recognition 72 (229) (104)
NOTE 27 Proposal for the appropriation of net income
The Supervisory Board and the Managing Board propose that the unappropriated net income of Siemens AG for the fiscal year ended September 30, 2017, amounting to €3,145 million be ap propriated as follows: Distribution of a dividend of €3.70 on each share of no par value entitled to the dividend and carryforward of the unappropriated net income for shares of no par value not entitled to the dividend.
NOTE 28 Remuneration of the members of the Managing Board and the Supervisory Board
REMUNERATION OF THE MEMBERS OF THE MANAGING BOARD
Members of the Managing Board received cash compensation of
€20.7 million. The fair value of stockbased compensation amounted to €13.2 million for 132,831 Stock Awards. The Com pany granted contributions (including onetime special contribu tions) under the BSAV to members of the Managing Board total ing €6.6 million.
Therefore the compensation and benefits attributable to mem bers of the Managing Board amounted to €40.5 million in total.
TOTAL REMUNERATION OF FORMER MEMBERS OF THE MANAGING BOARD
Former members of the Managing Board and their surviving de pendents received a total of €34.1 million according to Sec tion 285 para. 1 number 9b of the German Commercial Code.
Siemens recognized pension provisions totaling €112.0 million for the pension entitlements to former members of the Manag ing Board and their surviving dependents.
REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD
Compensation attributable to members of the Supervisory Board comprises a base compensation and additional compensation for committee work and amounted to €5.2 million (including meet ing fees).
Information regarding the remuneration of the members of the Managing Board and Supervisory Board is disclosed on an indi vidual basis in the Compensation Report, which is part of the Combined Management Report.
NOTE 29 Declaration of Compliance with the German Corporate Gover- nance Code
As of October 1, 2017, the mandatory statement pursuant to Sec tion 161 of the German Stock Corporation Act (AktG) has been issued by the Managing Board and the Supervisory Board and is permanently accessible on WWW.SIEMENS.COM/GCG-CODE
NOTE 30 Subsequent events
In November 2017, Siemens announced its plans for capacity adjustment measures at Power and Gas and Process Industries and Drives, which are expected to result in significant severance charges and also include the closure, consolidation as well as the potential sale of locations.
NOTE 31 Members of the Supervisory Board and Managing Board and their mandates
MEMBERS OF THE MANAGING BOARD AND
POSITIONS HELD BY MANAGING BOARD MEMBERS
In fiscal 2017, the Managing Board comprised the following members:
Memberships in supervisory boards whose establishment is required by law
or in comparable domestic or foreign controlling bodies of business enterprises
Name
Date of birth
First appointed
Term expires
External positions
(as of September 30, 2017)
Group company positions (as of September 30, 2017)
Joe Kaeser
June 23,
May 1,
At the
German positions:
Positions outside Germany:
President and
Chief Executive Officer
1957
2006
end of the 2021 Annual
Allianz Deutschland AG, Munich Daimler AG, Stuttgart
Siemens Ltd., India
Sharehold ers' Meeting
Positions outside Germany:
NXP Semiconductors B.V., Netherlands
Roland Busch, Dr. rer. nat.
November 22,
1964
April 1,
2011
March 31,
2021
German positions:
OSRAM Licht AG, Munich (Deputy Chairman)
OSRAM GmbH, Munich
German positions:
Siemens Postal, Parcel & Airport Logistics GmbH, Constance
Positions outside Germany:
(Deputy Chairman)
Arabia Electric Ltd. (Equipment),
Positions outside Germany:
Saudi Arabia
Atos SE, France
ISCOSA Industries and Maintenance
Ltd., Saudi Arabia (Deputy Chairman)
Siemens Ltd., Saudi Arabia
Siemens W.L.L., Qatar
VA TECH T & D Co. Ltd., Saudi Arabia
Lisa Davis
October 15,
August 1,
July 31,
Positions outside Germany:
Positions outside Germany:
1963
2014
2019
Penske Automotive Group Inc., USA
Siemens Corp., USA
(Chairwoman and CEO)
Siemens Gamesa Renewable Energy
S.A., Spain
Klaus Helmrich
May 24,
April 1,
March 31,
German positions:
Positions outside Germany:
1958
2011
2021
Deutsche Messe AG, Hanover
Siemens AB, Sweden (Chairman)
EOS Holding AG, Krailling
Siemens Aktiengesellschaft
inpro Innovationsgesellschaft für
Österreich, Austria (Chairman)
fortgeschrittene Produktions
Siemens Proprietary Ltd.,
systeme in der Fahrzeugindustrie
South Africa (Chairman)
mbH, Berlin
Siemens Schweiz AG, Switzerland
(Chairman)
Janina Kugel
January 12,
February 1,
January 31,
German positions:
German positions:
1970
2015
2020
PensionsSicherungsVerein
Siemens Healthcare GmbH, Munich
Versicherungsverein auf Gegen
seitigkeit, Cologne
Cedrik Neike March 7, 1973
April 1,
2017
May 31,
2020
Positions outside Germany: Konecranes Plc., Finland
Positions outside Germany: Siemens Ltd., China (Chairman)
Siemens Ltd., India
Siegfried Russwurm, Prof. Dr.-Ing.
(until March 31, 2017)
June 27,
1963
January 1,
2008
March 31,
2017
Michael Sen
November 17, 1968
April 1,
2017
March 31,
2022
German positions:
Siemens Healthcare GmbH, Munich
Ralf P. Thomas,
March 7,
September 18, September 17,
Positions outside Germany:
Siemens Gamesa Renewable Energy S.A., Spain
German positions:
Dr. rer. pol.
1961
2013
2023
Siemens Healthcare GmbH, Munich Positions outside Germany:
Siemens Aktiengesellschaft Österreich, Austria
Siemens Corp., USA (Deputy Chairman) Siemens Gamesa Renewable Energy S.A., Spain
MEMBERS OF THE SUPERVISORY BOARD
AND POSITIONS HELD BY SUPERVISORY BOARD MEMBERS
The Supervisory Board of Siemens AG has 20 members. As stipu lated by the German Codetermination Act (Mitbestimmungs gesetz), half of the members represent Company shareholders, and half represent Company employees. The employee represen tatives' names are marked below with an asterisk (*). In general, the terms of office of the current Supervisory Board members will expire at the conclusion of the Annual Shareholders' Meeting in 2018. The terms of office of Dr. Nicola LeibingerKammüller, Jim Hagemann Snabe and Werner Wenning will expire at the conclu sion of the Annual Shareholders' Meeting in 2021. Effective from
October 1, 2017, until the end of the ordinary Annual Share holders' Meeting on January 31, 2018, Dorothea Simon has been appointed by court order an employee representative on the Supervisory Board. She succeeds HansJürgen Hartung, who left the Supervisory Board at the end of September 30, 2017. The future Supervisory Board's employee representatives were newly elected on October 5, 2017, in accordance with the provisions of the German Codetermination Act (Mitbestimmungsgesetz). Their election will take effect at the end of the ordinary Annual Share holders' Meeting on January 31, 2018.
In fiscal 2017, the Supervisory Board comprised the following members:
Memberships in supervisory boards whose establish- ment is required by law or in comparable domestic or foreign controlling bodies of business enterprises
Name
Occupation
Date of birth
Member since
(as of September 30, 2017)
Gerhard Cromme, Dr. iur.
Chairman
Chairman of the Supervisory Board of Siemens AG
February 25,
1943
January 23,
2003
Positions outside Germany:
AUTO1 N.V., Netherlands (Chairman) ODDO BHF SCA, France (CoChairman)
Birgit Steinborn*
First Deputy Chairwoman
Chairwoman of the Central Works Council of Siemens AG
March 26,
1960
January 24,
2008
Werner Wenning
Second Deputy Chairman
Chairman of the Supervisory Board of Bayer AG
October 21,
1946
January 23,
2013
German positions:
Bayer AG, Leverkusen (Chairman)
Henkel AG & Co. KGaA, Düsseldorf 1
Henkel Management AG, Düsseldorf
Olaf Bolduan*
Chairman of the Works Council of Siemens Dynamowerk, Berlin, Germany
July 24,
1952
July 11,
2014
Michael Diekmann
Chairman of the Supervisory Board of Allianz SE
December 23,
1954
January 24,
2008
German positions:
Allianz SE, Munich (Chairman) BASF SE, Ludwigshafen am Rhein (Deputy Chairman)
Fresenius Management SE, Bad Homburg Fresenius SE & Co. KGaA, Bad Homburg (Deputy Chairman)
Hans Michael Gaul, Dr. iur.
Supervisory Board Member
March 2,
1942
January 24,
2008
German positions:
HSBC Trinkaus & Burkhardt AG, Düsseldorf
Reinhard Hahn*
Trade Union Secretary of
the Managing Board of IG Metall
June 24,
1956
January 27,
2015
German positions:
Siemens Healthcare GmbH, Munich
Bettina Haller*
Chairwoman of the Combine Works Council of Siemens AG
March 14,
1959
April 1,
2007
1 Shareholders' Committee.
Name
Occupation
Date of birth
Member since
Memberships in supervisory boards whose establish- ment is required by law or in comparable domestic or foreign controlling bodies of business enterprises (as of September 30, 2017)
Hans-Jürgen Hartung*
Member of the Works Council of
March 10,
January 27,
(until September 30, 2017)
Siemens Erlangen Süd, Germany
1952
2009
Robert Kensbock*
Deputy Chairman of the Central
March 13,
January 23,
Works Council of Siemens AG
1971
2013
Harald Kern*
Chairman of the Siemens Europe
March 16,
January 24,
Committee
1960
2008
Jürgen Kerner*
Treasurer and fulltime member
January 22,
January 25,
German positions:
of the Executive Committee of IG Metall
1969
2012
Airbus Operations GmbH, Hamburg MAN Diesel & Turbo SE, Augsburg
MAN SE, Munich (Deputy Chairman)
Premium Aerotec GmbH, Augsburg
(Deputy Chairman)
Nicola Leibinger-
President and Chairwoman of the
December 15,
January 24,
German positions:
Kammüller, Dr. phil.
Managing Board of TRUMPF GmbH
+ Co. KG
1959
2008
Axel Springer SE, Berlin Voith GmbH, Heidenheim
Gérard Mestrallet
Chairman of the Board of Directors
April 1,
January 23,
Positions outside Germany:
of ENGIE S.A.
1949
2013
ENGIE S.A., France (Chairman)
Société Générale S.A., France
Suez S.A., France (Chairman)
Norbert Reithofer, Dr.-Ing.
Chairman of the Supervisory Board
May 29,
January 27,
German positions:
Dr.-Ing. E.h.
of Bayerische Motoren Werke Aktiengesellschaft
1956
2015
Bayerische Motoren Werke Aktiengesellschaft, Munich (Chairman)
Henkel AG & Co. KGaA, Düsseldorf 1
Güler Sabancı Chairwoman and Managing Director of Hacı Ömer Sabancı Holding A.Ş.
August 14,
1955
January 23,
2013
Nathalie von Siemens, Dr. phil.
Managing Director and Spokesperson of Siemens Stiftung
July 14,
1971
January 27,
2015
German positions:
Messer Group GmbH, Sulzbach Siemens Healthcare GmbH, Munich
Michael Sigmund* Chairman of the Committee
September 13, March 1,
Dorothea Simon*
(since October 1, 2017)
of Spokespersons of the Siemens Group; Chairman of the Central Committee of Spokespersons
of Siemens AG
Chairwoman of the Central Works Council of Siemens Healthcare GmbH
1957
August 3,
1969
2014
October 1,
2017
German positions:
Siemens Healthcare GmbH, Munich
Jim Hagemann Snabe Chairman of the Board of Directors
of A.P. MøllerMærsk A/S
Sibylle Wankel* General Counsel, Managing Board of IG Metall
October 27,
1965
March 3,
1964
October 1,
2013
April 1,
2009
German positions:
Allianz SE, Munich Positions outside Germany:
A.P. MøllerMærsk A/S, Denmark (Chairman)
German positions:
Daimler AG, Stuttgart
1 Shareholders' Committee.
NOTE 32 List of subsidiaries and associated companies pursuant
to Section 285 para. 11 and 11a of the German Commercial CodeSeptember 30, 2017
Net income in millions of € 1
Equity in millions of € 1
Equity interest
in %
Germany (43 companies)
Atecs Mannesmann GmbH, Erlangen
18
6,094
100
BSAV Kapitalbeteiligungen und Vermögensverwaltungs Management GmbH, Grünwald
7
167
1007
DresserRand GmbH, Oberhausen
(5)
28
1007
evosoft GmbH, Nuremberg
0
6
100
HaCon Ingenieurgesellschaft mbH, Hanover
1
217
100
HSP Hochspannungsgeräte GmbH, Troisdorf
1
2
100
Jawa Power Holding GmbH, Erlangen
(35)
344
100
Kyros Beteiligungsverwaltung GmbH, Grünwald
33
485
1007
Maschinenfabrik Reinhausen GmbH, Regensburg
115
348
267
Mentor Graphics Development (Deutschland) GmbH, VillingenSchwenningen
(2)
53
10010
next47 GmbH, Munich
(1)
(3)
100
next47 Services GmbH, Munich
(2)
6
100
OSRAM Licht AG, Munich
315
2,473
176
OWP Butendiek GmbH & Co. KG, Bremen
84
449
237
Project Ventures Butendiek Holding GmbH, Erlangen
1
105
100
RISICOM Rückversicherung AG, Grünwald
(8)
204
100
Siemens Bank GmbH, Munich
(12)
1,080
100
Siemens Beteiligungen Inland GmbH, Munich
9
15,442
100
Siemens Beteiligungen USA GmbH, Berlin
0
8,285
100
Siemens Beteiligungsverwaltung GmbH & Co. OHG, Grünwald
1,195
10,416
100
Siemens Compressor Systems GmbH, Leipzig
3
242
100
Siemens Finance & Leasing GmbH, Munich
(8)
115
100
Siemens Financial Services GmbH, Munich
(1)
2,034
100
Siemens Fuel Gasification Technology GmbH & Co. KG, Freiberg
2
185
100
Siemens Healthcare Diagnostics GmbH, Eschborn
4
195
100
Siemens Healthcare Diagnostics Holding GmbH, Eschborn
52
1,046
100
Siemens Healthcare Diagnostics Products GmbH, Marburg
6
750
100
Siemens Healthcare GmbH, Erlangen
206
3,795
100
Siemens Immobilien GmbH & Co. KG, Grünwald
33
323
100
Siemens Industriegetriebe GmbH, Penig
(3)
66
100
Siemens Industriepark Karlsruhe GmbH & Co. KG, Grünwald
5
18
100
Siemens Industry Software GmbH, Cologne
(5)
275
100
Siemens Nixdorf Informationssysteme GmbH, Grünwald
(4)
31
100
Siemens Postal, Parcel & Airport Logistics GmbH, Constance
3
60
100
Siemens Project Ventures GmbH, Erlangen
52
176
100
September 30, 2017
Net income in millions of € 1
Equity in millions of € 1
Equity interest
in %
Siemens Real Estate GmbH & Co. KG, Grünwald
12
88
100
Siemens Treasury GmbH, Munich
1
(1)
100
Siemens Turbomachinery Equipment GmbH, Frankenthal
(15)
70
100
Siemens Wind Power GmbH & Co. KG, Hamburg
(7)
124
100
SIM 2. GrundstücksGmbH & Co. KG, Grünwald
6
140
100
Valeo Siemens eAutomotive GmbH, Erlangen
0
153
507, 9
Veja Mate Offshore Project GmbH, Gadebusch
(2)
109
417
Voith Hydro Holding GmbH & Co. KG, Heidenheim
22
86
356
Europe, Commonwealth of Independent States (C.I.S.), Africa, Middle East (without Germany) (137 companies)
ETM professional control GmbH, Eisenstadt/Austria
10
15
100
KDAG Beteiligungen GmbH, Vienna/Austria
(3)
11
100
Siemens Aktiengesellschaft Österreich, Vienna/Austria
213
1,882
100
Siemens Convergence Creators GmbH, Vienna/Austria
(2)
15
100
Siemens Convergence Creators Holding GmbH, Vienna/Austria
50
79
100
Siemens Healthcare Diagnostics GmbH, Vienna/Austria
20
156
100
Siemens Konzernbeteiligungen GmbH, Vienna/Austria
344
1,899
10012
Siemens Liegenschaftsverwaltung GmbH, Vienna/Austria
1
58
100
Siemens Metals Technologies Vermögensverwaltungs GmbH, Vienna/Austria
9
146
100
Trench Austria GmbH, Leonding/Austria
4
28
100
Siemens Healthcare SA/NV, Beersel/Belgium
9
97
100
Siemens Industry Software NV, Leuven/Belgium
(1)
450
100
Siemens S.A./N.V., Beersel/Belgium
32
154
100
Mentor Graphics (Netherlands Antilles) N.V., Willemstad/Curaçao
0
255
1007
OEZ s.r.o., Letohrad/Czech Republic
9
50
100
Siemens, s.r.o., Prague/Czech Republic
29
43
100
Siemens A/S, Ballerup/Denmark
23
98
100
Siemens Gamesa Renewable Energy A/S, Brande/Denmark
143
433
100
Siemens Technologies S.A.E., Cairo/Egypt
40
37
90
Siemens Osakeyhtiö, Espoo/Finland
12
49
100
ATOS SE, Bezons/France
632
4,835
127
DR Holdings (France) SAS, Le Havre/France
6
114
1007
DresserRand SAS, Le Havre/France
21
189
1007
Siemens France Holding SAS, SaintDenis/France
68
382
100
Siemens Healthcare SAS, SaintDenis/France
(35)
203
100
Siemens Industry Software SAS, Châtillon/France
7
81
100
Siemens SAS, SaintDenis/France
21
321
100
Siemens A.E., Elektrotechnische Projekte und Erzeugnisse, Athens/Greece
1
87
100
Siemens Healthcare Industrial and Commercial Société Anonyme, Athens/Greece
0
55
100
Siemens Zrt., Budapest/Hungary
9
22
100
Mentor Graphics (Holdings) Unlimited Company, Shannon, County Clare/Ireland
37
2,532
100 3, 4,10
September 30, 2017
Net income in millions of € 1
Equity in millions of € 1
Equity interest
in %
Mentor Graphics (Ireland) Limited, Shannon, County Clare/Ireland
(95)
127
10010
Siemens Gamesa Renewable Energy Limited, Dublin/Ireland
8
(2)
100
Siemens Limited, Dublin/Ireland
(1)
59
100
Mentor Graphics Development Services (Israel) Ltd., Rehovot/Israel
0
62
1007
Siemens Concentrated Solar Power Ltd., Rosh HaAyin/Israel
103
(490)
100
Siemens Industry Software Ltd., Airport City/Israel
21
38
100
Siemens Product Lifecycle Management Software 2 (IL) Ltd., Airport City/Israel
0
3
100
UGS Israeli Holdings (Israel) Ltd., Airport City/Israel
0
(1)
100
Medical Systems S.p.A., Genoa/Italy
4
101
457
Siemens Healthcare S.r.l., Milan/Italy
2
246
100
Siemens S.p.A., Milan/Italy
59
319
100
VAL 208 Torino GEIE, Milan/Italy
0
0
86 3, 4, 6
DR Luxembourg Holding 1, SARL, Luxembourg/Luxembourg
0
447
100
DR Luxembourg Holding 2, SARL, Luxembourg/Luxembourg
1
48
100
DR Luxembourg Holding 3, SARL, Luxembourg/Luxembourg
(21)
1,151
100
DR Luxembourg Partners 1 SCS, Luxembourg/Luxembourg
22
194
100
DresserRand Holding (Delaware) LLC, SARL, Luxembourg/Luxembourg
2
225
100
Buitengaats C.V., Amsterdam/Netherlands
(2)
136
203, 4, 7
DR International Holdings (Netherlands) B.V., Spijkenisse/Netherlands
(1)
292
100
DresserRand B.V., Spijkenisse/Netherlands
0
87
100
DresserRand Services B.V., Spijkenisse/Netherlands
0
52
100
Mentor Graphics (Netherlands) B.V., Eindhoven/Netherlands
2
249
10010
NEM Energy B.V., Zoeterwoude/Netherlands
21
73
100
Siemens Diagnostics Holding II B.V., The Hague/Netherlands
7
1,311
100
Siemens DR Holding II B.V., The Hague/Netherlands
0
1,476
100
Siemens Gas Turbine Technologies Holding B.V., The Hague/Netherlands
0
79
657
Siemens Healthcare Nederland B.V., The Hague/Netherlands
1
115
100
Siemens International Holding B.V., The Hague/Netherlands
1,618
9,593
100
Siemens Medical Solutions Diagnostics Holding I B.V., The Hague/Netherlands
(3)
2,595
100
Siemens Nederland N.V., The Hague/Netherlands
47
1,171
100
TASS International B.V., Rijswijk/Netherlands
1
10
1007
Ural Locomotives Holding Besloten Vennootschap, The Hague/Netherlands
4
100
507
ZeeEnergie C.V., Amsterdam/Netherlands
(2)
136
203, 4, 7
Siemens Ltd., Lagos/Nigeria
8
14
100
DresserRand AS, Kongsberg/Norway
(15)
84
100
Siemens AS, Oslo/Norway
(19)
34
100
Rousch (Pakistan) Power Ltd., Lahore/Pakistan
0
2
2612
Gamesa Energia Polska Sp. z o.o., Warsaw/Poland
2
9
1007
Siemens Healthcare Sp. z o.o., Warsaw/Poland
6
57
100
Siemens Sp. z o.o., Warsaw/Poland
0
60
100
Siemens Healthcare, Lda., Amadora/Portugal
1
88
100
Siemens S.A., Amadora/Portugal
8
158
100
September 30, 2017
Net income in millions of € 1
Equity in millions of € 1
Equity interest
in %
OOO Legion II, Moscow/Russian Federation
5
76
1007
OOO Siemens Gas Turbine Technologies, Leningrad Oblast/Russian Federation
2
77
1007
OOO Siemens Transformers, Voronezh/Russian Federation
1
16
1007
Siemens Finance LLC, Vladivostok/Russian Federation
20
40
1007
Siemens Ltd., Riyadh/Saudi Arabia
12
31
51
Siemens s.r.o., Bratislava/Slovakia
12
36
100
Siemens Proprietary Limited, Midrand/South Africa
40
68
70
Adwen Offshore, S.L., Zamudio/Spain
(13)
(93)
100
DresserRand Holdings Spain S.L.U., VitoriaGasteiz/Spain
0
150
100
Fábrica Electrotécnica Josa, S.A., Barcelona/Spain
1
38
100
Gamesa Electric, S.A. Unipersonal, Zamudio/Spain
2
69
100
Gamesa Energy Transmission, S.A. Unipersonal, Zamudio/Spain
3
80
100
Grupo Guascor, S.L., VitoriaGasteiz/Spain
0
140
100
Guascor Explotaciones Energéticas, S.A., VitoriaGasteiz/Spain
2
32
100
Guascor Power, S.A., Zumaia/Spain
(3)
57
100
Siemens Gamesa Renewable Energy 9REN, S.L., Madrid/Spain
0
15
100
Siemens Gamesa Renewable Energy Eolica, S.L., Sarriguren/Spain
81
620
100
Siemens Gamesa Renewable Energy Innovation & Technology, S.L., Sarriguren/Spain
23
187
100
Siemens Gamesa Renewable Energy S.A., Zamudio/Spain
(47)
1,917
59
Siemens Gamesa Renewable Energy Wind Farms, S.A., Zamudio/Spain
(2)
451
100
SIEMENS HEALTHCARE, S.L.U., Getafe/Spain
27
253
1007
Siemens Holding S.L., Madrid/Spain
137
954
100
Siemens Rail Automation S.A.U., Madrid/Spain
29
552
100
Siemens S.A., Madrid/Spain
40
293
100
Solucia Renovables 1, S.L., Lebrija/Spain
0
1
505
Windar Renovables, S.L., Avilés/Spain
19
87
327
Siemens AB, Upplands Väsby/Sweden
12
153
100
Siemens Financial Services AB, Stockholm/Sweden
6
160
100
Siemens Industrial Turbomachinery AB, Finspång/Sweden
96
484
100
Dresser Rand Sales Company GmbH, Zurich/Switzerland
4
203
100
Polarion AG, Zurich/Switzerland
3
106
100
Siemens Healthcare Diagnostics GmbH, Zurich/Switzerland
6
110
100
Siemens Schweiz AG, Zurich/Switzerland
103
926
100
Siemens Finansal Kiralama A.S., Istanbul/Turkey
10
69
100
Siemens Sanayi ve Ticaret Anonim Sirketi, Istanbul/Turkey
33
144
100
SD (Middle East) LLC, Dubai/United Arab Emirates
4
5
49
Siemens LLC, Abu Dhabi/United Arab Emirates
28
40
49
Siemens Middle East Limited, Masdar City/United Arab Emirates
0
1
100
Electrium Sales Limited, Frimley, Surrey/United Kingdom
3
112
100
Ethos Energy Group Limited, Aberdeen/United Kingdom
(55)
400
497
GyM Renewables Limited, Frimley, Surrey/United Kingdom
4
200
100
GyM Renewables ONE Limited, Frimley, Surrey/United Kingdom
15
263
1007
September 30, 2017
Net income in millions of € 1
Equity in millions of € 1
Equity interest
in %
Industrial Turbine Company (UK) Limited, Frimley, Surrey/United Kingdom
59
325
100
Lincs Renewable Energy Holdings Limited, London/United Kingdom
19
316
507
Primetals Technologies, Limited, London/United Kingdom
(66)
570
495
Project Ventures Rail Investments I Limited, Frimley, Surrey/United Kingdom
0
(11)
100
RWG (Repair & Overhauls) Limited, Aberdeen/United Kingdom
22
112
507
SBS Pension Funding (Scotland) Limited Partnership, Edinburgh/United Kingdom
12
525
577
Siemens Financial Services Holdings Ltd., Stoke Poges, Buckinghamshire/United Kingdom
23
192
100
Siemens Financial Services Ltd., Stoke Poges, Buckinghamshire/United Kingdom
34
308
100
Siemens Gamesa Renewable Energy Limited, Frimley, Surrey/United Kingdom
46
0
100
Siemens Healthcare Diagnostics Manufacturing Ltd, Frimley, Surrey/United Kingdom
4
174
100
Siemens Healthcare Diagnostics Products Ltd, Frimley, Surrey/United Kingdom
5
167
100
Siemens Healthcare Limited, Frimley, Surrey/United Kingdom
27
(104)
100
Siemens Holdings plc, Frimley, Surrey/United Kingdom
23
1,052
100
Siemens Industrial Turbomachinery Ltd., Frimley, Surrey/United Kingdom
23
556
100
Siemens Industry Software Computational Dynamics Limited, Frimley, Surrey/United Kingdom
(1)
495
100
Siemens Industry Software Limited, Frimley, Surrey/United Kingdom
3
103
100
Siemens Pension Funding Limited, Frimley, Surrey/United Kingdom
(2)
488
100
Siemens plc, Frimley, Surrey/United Kingdom
30
1,538
100
Siemens Rail Automation Holdings Limited, Frimley, Surrey/United Kingdom
47
832
100
Siemens Transmission & Distribution Limited, Frimley, Surrey/United Kingdom
(20)
190
100
Unincorporated Joint Venture Gwynt y Mor, Swindon, Wiltshire/United Kingdom
N/A
N/A
10
VA TECH (UK) Ltd., Frimley, Surrey/United Kingdom
(1)
70
100
Americas (46 companies)
Siemens S.A., Buenos Aires/Argentina
15
33
100
Guascor do Brasil Ltda., São Paulo/Brazil
10
119
100
Siemens Gamesa Energia Renovável Ltda., Camaçari/Brazil
26
154
100
Siemens Healthcare Diagnósticos Ltda., São Paulo/Brazil
14
143
100
Siemens Ltda., São Paulo/Brazil
(3)
186
100
10367079 CANADA INC., Oakville/Canada
-
-
1002
Siemens Canada Limited, Oakville/Canada
(39)
529
100
Siemens Financial Ltd., Oakville/Canada
20
393
100
Siemens Healthcare Limited, Oakville/Canada
8
61
100
Siemens Healthcare Diagnostics Manufacturing Limited, Grand Cayman/Cayman Islands
7
237
100
Siemens S.A., Santiago de Chile/Chile
13
57
100
Siemens S.A., Tenjo/Colombia
(7)
39
1007
Grupo Siemens S.A. de C.V., Mexico City/Mexico
0
94
1007
Siemens, S.A. de C.V., Mexico City/Mexico
6
122
1007
Advanced Airfoil Components LLC, Wilmington, DE/United States
(7)
89
51
Bentley Systems, Incorporated, Wilmington, DE/United States
80
(5)
77
CEFL Holding, LLC, Wilmington, DE/United States
(4)
7
277, 8
DresserRand Company, Bath, NY/United States
(185)
4,035
100
September 30, 2017
Net income in millions of € 1
Equity in millions of € 1
Equity interest
in %
DresserRand Global Services, Inc., Wilmington, DE/United States
(8)
64
100
DresserRand Group Inc., Wilmington, DE/United States
6
295
100
DresserRand International Holdings, LLC, Wilmington, DE/United States
0
1,540
100
DresserRand LLC, Wilmington, DE/United States
0
2,296
100
eMeter Corporation, Wilmington, DE/United States
(6)
84
100
Hickory Run Holdings, LLC, Wilmington, DE/United States
-
-
202
Mannesmann Corporation, New York, NY/United States
0
40
100
Mentor Graphics Corporation, Wilsonville, OR/United States
(127)
(229)
10010
Mentor Graphics Global Holdings, LLC, Wilmington, DE/United States
0
2,685
10010
Panda Hummel Station Intermediate Holdings I LLC, Wilmington, DE/United States
22
261
327
Panda Stonewall Intermediate Holdings I, LLC, Wilmington, DE/United States
(7)
145
377
PETNET Solutions, Inc., Knoxville, TN/United States
7
131
100
Siemens Capital Company LLC, Wilmington, DE/United States
(39)
900
100
Siemens Corporation, Wilmington, DE/United States
2,259
646
100
Siemens Energy, Inc., Wilmington, DE/United States
442
5,113
100
Siemens Financial Services, Inc., Wilmington, DE/United States
90
1,176
100
Siemens Gamesa Renewable Energy Inc., Wilmington, DE/United States
(8)
62
100
Siemens Gamesa Renewable Energy USA, INC, Dover, DE/United States
5
481
100
Siemens Gamesa Renewable Energy Wind, LLC, Dover, DE/United States
18
(311)
100
Siemens Government Technologies, Inc., Wilmington, DE/United States
9
334
100
Siemens Healthcare Diagnostics Inc., Los Angeles, CA/United States
(420)
6,507
100
Siemens Industry, Inc., Wilmington, DE/United States
342
5,672
100
Siemens Medical Solutions USA, Inc., Wilmington, DE/United States
(234)
(505)
100
Siemens Product Lifecycle Management Software Inc., Wilmington, DE/United States
33
2,658
100
Siemens Public, Inc., Wilmington, DE/United States
27
1,123
100
Siemens USA Holdings, Inc., Wilmington, DE/United States
2,313
5,858
100
SMI Holding LLC, Wilmington, DE/United States
0
19
100
Wheelabrator Air Pollution Control Inc., Baltimore, MD/United States
1
137
100
Asia, Australia (39 companies)
Exemplar Health (SCUH) Partnership, Sydney/Australia
10
131
505
Siemens Ltd., Bayswater/Australia
46
152
100
Beijing Siemens Cerberus Electronics Ltd., Beijing/China
19
24
1007
Mentor Graphics (Shanghai) Electronic Technology Co., Ltd., Shanghai/China
1
49
1007
Shanghai Electric Power Generation Equipment Co., Ltd., Shanghai/China
42
557
407
Siemens Electrical Apparatus Ltd., Suzhou, Suzhou/China
45
95
1007
Siemens Electrical Drives (Shanghai) Ltd., Shanghai/China
14
23
1007
Siemens Electrical Drives Ltd., Tianjin/China
40
82
857
Siemens Factory Automation Engineering Ltd., Beijing/China
33
34
1007
Siemens Finance and Leasing Ltd., Beijing/China
5
75
1007
Siemens Financial Services Ltd., Beijing/China
81
372
1007
Siemens Industrial Automation Products Ltd., Chengdu, Chengdu/China
54
86
1007
September 30, 2017
Net income in millions of € 1
Equity in millions of € 1
Equity interest
in %
Siemens International Trading Ltd., Shanghai, Shanghai/China
28
58
1007
Siemens Ltd., China, Beijing/China
774
4,375
1007
Siemens Mechanical Drive Systems (Tianjin) Co., Ltd., Tianjin/China
63
168
1007
Siemens Medium Voltage Switching Technologies (Wuxi) Ltd., Wuxi/China
26
29
857
Siemens Numerical Control Ltd., Nanjing, Nanjing/China
23
45
807
Siemens Shanghai Medical Equipment Ltd., Shanghai/China
64
97
1007
Siemens Shenzhen Magnetic Resonance Ltd., Shenzhen/China
75
104
1007
Siemens Standard Motors Ltd., Yizheng/China
19
44
1007
Trench High Voltage Products Ltd., Shenyang, Shenyang/China
25
42
657
Bangalore International Airport Ltd., Bangalore/India
79
244
2611
DresserRand India Private Limited, Mumbai/India
16
112
100
Mentor Graphics (India) Private Limited, New Delhi/India
7
61
10011
Siemens Financial Services Private Limited, Mumbai/India
4
59
100
Siemens Gamesa Renewable Private Limited, Chennai/India
(47)
314
10011
Siemens Healthcare Private Limited, Mumbai/India
10
(67)
10011
Siemens Ltd., Mumbai/India
146
1,070
75
P.T. Jawa Power, Jakarta/Indonesia
408
1,187
507
Siemens Healthcare Diagnostics K.K., Tokyo/Japan
7
201
100
Siemens Healthcare K.K., Tokyo/Japan
68
128
100
Siemens K.K., Tokyo/Japan
1
168
100
Siemens Healthcare Limited, Seoul/Korea, Republic of
15
72
100
Siemens Ltd. Seoul, Seoul/Korea, Republic of
44
155
100
DresserRand Asia Pacific Sdn. Bhd., Kuala Lumpur/Malaysia
3
68
100
Siemens Malaysia Sdn. Bhd., Petaling Jaya/Malaysia
5
22
100
Siemens Pte. Ltd., Singapore/Singapore
16
346
100
Siemens Ltd., Taipei/Taiwan, Province of China
17
31
100
Siemens Limited, Bangkok/Thailand
17
52
99
The values correspond to the annual financial statements after a possible profit transfer, for subsidiaries according to the consolidated IFRSclosing.
Acquisition or foundation, no financial statements available.
Siemens AG is a shareholder with unlimited liability of this company.
A consolidated affiliated company of Siemens AG
is a shareholder with unlimited liability of this company.
Figures from financial years prior to year ended 30 September 2016.
Values from fiscal year October 01, 2015 - September 30, 2016.
Values from fiscal year January 01, 2016 - December 31, 2016.
Values from fiscal year April 06, 2016 - December 31, 2016.
Values from fiscal year June 30, 2016 - December 31, 2016.
Values from fiscal year February 01, 2016 - January 31, 2017.
Values from fiscal year April 01, 2016 - March 31, 2017.
Values from fiscal year July 01, 2016 - June 30, 2017.
-
Responsibility Statement
To the best of our knowledge, and in accordance with the appli cable reporting principles, the Annual Financial Statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and the management report for Siemens Aktiengesellschaft, which has been combined with the
Group management report, includes a fair review of the develop ment and performance of the business and the position of the Company, together with a description of the material opportuni ties and risks associated with the expected development of the Company.
Munich, November 27, 2017
Siemens Aktiengesellschaft The Managing Board
Joe Kaeser
Dr. Roland Busch Lisa Davis Klaus Helmrich
Janina Kugel Cedrik Neike Michael Sen
Dr. Ralf P. Thomas
-
Independent Auditor's Report
To Siemens Aktiengesellschaft, Berlin and Munich
Report on the audit of the financial statements and the management reportOPINIONS
We have audited the financial statements of Siemens Aktienge sellschaft, Berlin and Munich, which comprise the income state ment for the fiscal year from October 1, 2016 to September 30, 2017, the balance sheet as of September 30, 2017 and the notes to the financial statements, including the presentation of ac counting and measurement policies. We have also audited the management report of Siemens Aktiengesellschaft, which is combined with the group management report, for the fiscal year from October 1, 2016 to September 30, 2017.
In our opinion, based on the findings of our audit,
the accompanying financial statements comply, in all material respects, with the provisions of German commercial law appli cable to corporations and give a true and fair view of the net assets and financial position of the Company as of Septem ber 30, 2017 and its results of operations for the fiscal year from October 1, 2016 to September 30, 2017 in accordance with German principles of proper accounting, and
the accompanying management report as a whole provides a suitable view of the Company's position. In all material re spects, this management report is consistent with the financial statements, complies with the provisions of German law and suitably presents the opportunities and risks of future devel opment.
In accordance with Sec. 322 (3) Sentence 1 HGB ["Handelsgesetz buch": German Commercial Code], we hereby state that our audit has not led to any reservations regarding the compliance of the financial statements and the management report.
BASIS FOR OPINIONS
We conducted our audit of the financial statements and the man agement report in accordance with Sec. 317 HGB and Regulation (EU) No 537/2014 (EU Audit Regulation) as well as German gen erally accepted standards on auditing promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). We conducted the audit of the financial statements in sup plementary compliance with International Standards on Auditing (ISA). Our responsibilities under those laws, rules and standards are further described in the "Auditor 's responsibilities for the audit of the financial statements and the management report" section of our report. We are independent of the Company in
accordance with European and German commercial law and pro fessional provisions and we have fulfilled our other German ethical responsibilities in accordance with these requirements. Furthermore, in accordance with Art. 10 (2) f) of the EU Audit Regulation, we declare that we have not provided any prohibited nonaudit services referred to in Art. 5 (1) of the EU Audit Regu lation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the financial statements and on the management report.
KEY AUDIT MATTERS IN THE AUDIT OF THE FINANCIAL STATEMENTS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the fiscal year from October 1, 2016 to Septem ber 30, 2017. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our auditor 's opinion thereon, and we do not provide a separate opinion on these matters.
Below, we describe what we consider to be the key audit matters:
Accounting for construction contracts
Reasons why the matter was determined to be a key audit matter: The Company conducts a significant portion of its busi ness under construction contracts, particularly in the business fields Power and Gas, Energy Management and Mobility. Reve nue from longterm construction contracts is recognized in ac cordance with the completed contract method when all primary and significant secondary obligations have been fulfilled. We consider the accounting for construction contracts and especially the resulting revenue recognition to be an area posing a signifi cant risk of material misstatement and accordingly a key audit matter as the recognition of revenue from individual projects in the appropriate period has a material impact on the presentation of the Company's results of operations. The valuation of invento ries at net realizable value as well as the recognition and mea surement of provisions for onerous contracts require manage ment to exercise judgment and make estimates and assumptions. This relates especially to the scope of deliveries and services re quired, remaining costs to completion, as well as contract risks including technical, political, regulatory and legal risks.
Audit approach: As part of our audit, we obtained an under standing of the Group's internally established methods, pro cesses and control mechanisms for project management in the bid and execution phase of construction contracts. We also as sessed the design and operating effectiveness of the account ingrelated internal controls by examining business transactions specific to construction contracts, from the initiation of the trans action through recognition in the financial statements, and test ing internal controls over these processes.
Additional Information 37
As part of our substantive audit procedures, we evaluated man agement's estimates and assumptions based on a riskbased se lection of a sample of contracts. Our sample particularly included projects that are subject to significant risks such as projects with significant secondary obligations, projects with complex techni cal requirements or with a large portion of materials and services to be provided by suppliers, subcontractors or consortium part ners, crossborder projects, and projects with changes in cost estimates, delays and/or low or negative margins. In order to evaluate whether revenues were recognized in the appropriate period for the selected projects, we analyzed billable revenues and corresponding cost of sales to be recognized in the income statement in the reporting period, and examined the accounting for the associated positions in the balance sheet. Our audit pro cedures included, among others, review of the sample contracts and their terms and conditions including termination rights, pen alties for delay and breach of contract as well as liquidated dam ages. To identify particularities throughout the projects' execu tion, we further performed inquiries of project management (both commercial and technical project managers) with respect to the development of the projects, and management's assess ments on probabilities that contract risks will materialize. In de signing our audit procedures, we also considered results from project audits conducted by the internal audit function. Further more, we obtained evidence from third parties for selected proj ects (for example project acceptance documentation, contractual terms and conditions, and legal confirmations regarding alleged breaches of contract and asserted claims) and inspected plant and project locations. To identify anomalies in revenue recogni tion and the related cost of sales throughout the projects' execu tion, we also applied data analysis procedures.
Due to the large contract volume and risk profile our audit proce dures especially focused on large contracts for the construction of power plants on a turnkey basis, highvoltagedirectcurrent solutions, and the delivery of highspeed and commuter trains.
Our audit procedures did not lead to any reservations relating to the accounting for construction contracts.
Reference to related disclosures: With regard to the account ing and measurement policies applied in accounting for con structing contracts, refer to chapter A.3.3 NOTES TO THE INCOME STATEMENT, NOTE 1 REVENUE in the notes to the financial state ments. With respect to the accounting for provisions for onerous contracts and risks, refer to chapter A.3.4 NOTES TO THE BALANCE SHEET, NOTE 17 OTHER PROVISIONS and chapter A.3.5 OTHER DISCLOSURES, NOTE 23 GUARANTEES AND OTHER COMMITMENTS in the
notes to the financial statements.
Other provisions
Reasons why the matter was determined to be a key audit matter: We considered the accounting for other provisions, es pecially for legal disputes, regulatory proceedings and govern mental investigations (legal proceedings) as well as for decon tamination to be a key audit matter. These matters are subject to inherent uncertainties and require estimates that could have a significant impact on the recognition and measurement of the respective provision and, accordingly, on net assets and results of operations. Legal proceedings are subject to uncertainties be cause they frequently involve complex legal issues and accord ingly, considerable management judgment, in particular when determining whether and in what amount a provision is required to account for the risks. The uncertainties and estimates with respect to provisions for decontamination pertain especially to the estimated costs of decommissioning and the estimated time frame over which cash outflows are expected.
Audit approach: During our audit of the financial reporting of legal proceedings, we analyzed the processes and internal con trols implemented by Siemens for the identification, assessment and accounting of legal and regulatory proceedings. To deter mine what potentially significant pending legal proceedings or claims asserted are known and whether management's estimates of the expected cash outflows are reasonable, our audit proce dures included inquiries of management and other persons within the Company entrusted with these matters, obtaining written statements from inhouse legal counsels with respect to the assessment of estimated cash outflows and their probability, obtaining confirmations from external legal advisors and evalu ating internal statements concerning the accounting in the finan cial statements. Furthermore, we examined legal consulting ex pense accounts for any indications of legal matters not yet considered, and inspected additional appropriate evidence.
We further considered alleged or substantiated noncompliance with statutory provisions, official regulations and internal com pany policies (compliance violations) by inspecting internal and external statements on specific matters, obtaining written state ments from external legal advisors, and by inquiring of the com pliance organization. In this regard, we, among other procedures, evaluated the conduct and results of internal investigations by inspecting internal reports and the measures taken to remediate identified weaknesses, and assessed whether any risks are to be reflected in the financial statements.
Based on the above described uncertainties, our audit proce dures with respect to the provisions for decontamination focused on the remediation and environmental protection liabilities for
the decommissioning of the facilities in Hanau, Germany (Hanau facilities), as well as for the nuclear research and service center in Karlstein, Germany (Karlstein facilities). Our audit procedures included, among others, assessing the appropriateness as audit evidence of an independent expert's report commissioned by management, evaluating the valuation methods used by drawing on the expertise of our valuation specialists, and assessing the significant estimates resulting from the longterm nature. Through inquiries of persons entrusted with the matter and inspections of internal and external documents, we evaluated management's assessment that Siemens is, as of September 30, 2017, not cov ered by the regulations for nuclear waste disposal which were partly amended in fiscal year 2017 ("Gesetz zur Neuordnung der Verantwortung in der kerntechnischen Entsorgung"), and therefore continues to adhere to the German Atomic Energy Act ("deutsches Atomgesetz"), whereby radioactive waste resulting from the closure of the nuclear facility must be collected and delivered to a governmentdeveloped final storage facility. In ad dition, we assessed the adjustments to the assumed inflation rates in fiscal year 2017 by inquiring of management and, with the assistance of our internal valuation specialists, by comparing the abovementioned changes.
Furthermore, we evaluated the disclosures on provisions for decontamination in the notes to the financial statements.
Our audit procedures did not lead to any reservations relating to the accounting for other provisions.
Reference to related disclosures: With regard to the account ing and measurement policies applied in accounting for other provisions, refer to chapter A.3.2 ACCOUNTING POLICIES AND METHODS in the notes to the financial statements. With respect to the legal disputes, regulatory proceedings and governmen tal investigations, refer to chapter A.3.5 OTHER DISCLOSURES, NOTE 25 OTHER FINANCIAL OBLIGATIONS and with respect to the un certainties and estimates relating to the provisions for decontam ination, refer to chapter A.3.4 NOTES TO THE BALANCE SHEET, NOTE 17 OTHER PROVISIONS.
Uncertain tax positions and recoverability of deferred taxes
Reasons why the matter was determined to be a key audit matter: The accounting for uncertain tax positions as well as deferred taxes requires management to exercise considerable judgment and make estimates and assumptions, and was there fore a key audit matter. This particularly pertains to the measure ment and completeness of uncertain tax positions as well as the recoverability of deferred tax assets.
Audit approach: With the assistance of internal tax specialists who have knowledge of relevant tax regulations, we assessed management's processes and tested internal controls imple mented for the identification, recognition and measurement of tax positions. As part of our audit procedures for uncertain tax positions, we evaluated whether management's assessment of the tax effects of significant business transactions and events in fiscal year 2017, which could result in uncertain tax positions or impact the measurement of existing uncertain tax positions, com ply with applicable tax law. This includes, in particular, tax effects from the acquisition or disposal of businesses, corporate (intra group) restructuring activities, and crossborder transactions in cluding the determination of transfer prices. In order to assess measurement and completeness, we also obtained confirmations from external tax advisors and inspected expert tax reports com missioned by Siemens for individual matters. Further, we evalu ated management's assessments with respect to the prospects of success of appeal and tax court proceedings by inquiring of the Siemens tax department and by considering current tax case law.
In assessing the recoverability of deferred tax assets, we particu larly analyzed management's assumptions with respect to pro jected future taxable income and compared them to internal business plans.
Our audit procedures did not lead to any reservations relating to the accounting for uncertain tax positions and the assessment of the recoverability of deferred taxes.
Reference to related disclosures: With regard to the account ing and measurement policies applied in accounting for uncer tain tax positions and deferred taxes, refer to chapter A.3.2 ACCOUNTING POLICIES AND METHODS and chapter A.3.3 NOTES TO
THE INCOME STATEMENT, NOTE 6 INCOME TAXES and with respect to disclosures for deferred tax assets, refer to chapter A.3.4 NOTES TO THE BALANCE SHEET, NOTE 13 DEFERRED TAX ASSETS in the notes to
the financial statements.
Impairment of non-current financial assets Reasons why the matter was determined to be a key audit matter: The impairment test of noncurrent financial assets, es pecially of shares in affiliated companies, constitutes a significant risk of material misstatement due to the materiality of these as sets as well as the judgment involved in assessing whether there is objective evidence to indicate a lower fair value and permanent impairment. The valuations also depend to a large extent on the assessment of future cash inflows and the discount rate applied. Consequently, the impairment of noncurrent financial assets was determined to be a key audit matter.
Additional Information 39
Audit approach: With regard to the lower fair value calculated and the assessment of permanent impairment by management, we examined the underlying processes and controls used to cal culate fair value and assessed the operating effectiveness of the controls implemented in the process for budgeting future cash flows. We assessed the underlying valuation models for the deter mination of fair value in terms of methodology and reperformed the calculations with the assistance of internal valuation special ists. We also examined whether the budget planning reflects gen eral and industryspecific market expectations. We performed a budget to actual comparison of the historically forecasted data and the actual results on a sample basis to assess forecast accu racy. The parameters used to estimate fair value such as the esti mated growth rates and the weighted average cost of capital were assessed by comparing them to publicly available market data and considering changes in significant assumptions includ ing future market conditions. We also performed our own sensi tivity analyses to assess the impairment risk in the case of a rea sonably possible change in one of the significant assumptions.
Our audit procedures did not lead to any reservations relating to the impairment of noncurrent financial assets.
Reference to related disclosures: With regard to the account ing and measurement policies applied for the impairment of noncurrent financial assets, refer to chapter A.3.2 ACCOUNTING POLICIES AND METHODS and with respect to writedowns and write ups of investments, refer to chapter A.3.3 NOTES TO THE INCOME STATEMENT, NOTE 3 INCOME FROM INVESTMENTS, NET in the notes to
the financial statements.
OTHER INFORMATION
Management is responsible for the following other information:
the Responsibility Statement according to Sec. 264 (2) Sen tence 3 and Sec. 289 (1) Sentence 5 HGB in chapter B.1 as well as
Corporate Governance in chapter C.4 of the Annual Report 2017
The Supervisory Board is responsible for the following other in formation:
the Report of the Supervisory Board in chapter C.3 of the Annual Report 2017
Our opinions on the financial statements and the management report do not cover the other information and we do not express an opinion or any other form of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information, and, in doing so, consider whether the other information
is materially inconsistent with the financial statements, the management report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are re quired to report that fact. We have nothing to report in this regard.
RESPONSIBILITIES OF MANAGEMENT AND THE SUPERVISORY BOARD FOR THE FINANCIAL STATEMENTS AND THE MANAGEMENT REPORT
Management is responsible for the preparation of financial state ments that comply, in all material respects, with German com mercial law applicable to corporations, for the preparation of fi nancial statements that give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with the German principles of proper accounting and for such internal control as management determines is necessary to enable the preparation of financial statements in accordance with the German principles of proper accounting that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsi ble for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going con cern and using the going concern basis of accounting unless there are factual or legal obstacles.
In addition, management is responsible for the preparation of the management report that as a whole provides a suitable view of the Company's position and, in all material respects, is consis tent with the financial statements, complies with the provisions of German law and suitably presents the opportunities and risks of future development and for such arrangements and measures (systems) as management deems necessary to enable the prepa ration of a management report in accordance with the applicable provisions of German law and to furnish sufficient appropriate evidence for the statements in the management report.
The Supervisory Board is responsible for overseeing the Compa ny's financial reporting process for the preparation of the finan cial statements and the management report.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS AND THE
MANAGEMENT REPORT
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material mis statement, whether due to fraud or error, and whether the man agement report as a whole provides a suitable view of the Com pany's position and, in all material respects, is consistent with the financial statements and our audit findings, complies with the provisions of German law and suitably presents the opportunities and risks of future development, and to issue an independent auditor 's report that includes our opinions on the financial state ments and the management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and the EU Audit Regulation as well as generally accepted standards on auditing promulgated by the IDW and in supple mentary compliance with ISA will always detect a material mis statement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre gate, they could reasonably be expected to influence the eco nomic decisions of users taken on the basis of these financial statements and the management report.
We exercise professional judgment and maintain professional skepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the financial statements and the management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrep resentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit of the financial statements and the arrangements and measures relevant to the audit of the management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opin ion on the effectiveness of these systems;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related dis closures made by management;
conclude on the appropriateness of management's use the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists re
lated to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor 's report to the related disclosures in the financial statements and the management report or, if such disclosures are inadequate, to modify our respective opinion. Our conclusions are based on the audit evidence ob tained up to the date of our auditor 's report. However, future events or conditions may cause the Company to cease to con tinue as a going concern;
evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view of the net assets, financial position and results of operations of the Company in accordance with German principles of proper accounting;
evaluate the management report's consistency with the finan cial statements, its compliance with the legal provisions and the view it gives of the Company's position;
perform procedures on the forwardlooking statements made by management in the management report. In particular, on the basis of sufficient appropriate audit evidence, we walk through the significant assumptions underlying manage ment's forwardlooking statements and assess whether the forwardlooking statements were appropriately derived from these assumptions. We do not provide a separate opinion on the forwardlooking statements and underlying assumptions. There is a significant unavoidable risk that future events will differ materially from the forwardlooking statements.
We communicate with those charged with governance regard ing, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant de ficiencies in internal control that we identify during our audit.
We provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and related safeguards.
From the matters communicated with those charged with gover nance, we determine those matters that were of most signifi cance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe each key audit matter in our auditor 's report unless laws or regulations preclude public disclosure about the matter.
Additional Information 41
Report on other legal and regulatory requirementsOTHER REPORTING ITEMS IN ACCORDANCE WITH ART. 10 OF THE EU AUDIT REGULATION
We were elected as auditor of the financial statements by the Annual Shareholders' Meeting on February 1, 2017. We were en gaged by the Supervisory Board on February 1, 2017. We have been the auditor of Siemens Aktiengesellschaft for an uninter rupted period since the audit of the financial statements for the fiscal year from October 1, 2008 to September 30, 2009.
We confirm that the audit opinions included in this auditor 's report are consistent with the additional report to the Audit Committee in accordance with Art. 11 of the EU Audit Regulation (audit report).
Responsible auditorThe auditor responsible for the audit is Thomas Spannagl. Munich, November 27, 2017
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
Spannagl Breitsameter
Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]
- Further Information
N/A = No financial data available.
B.
Additional Information
Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
This document is an English language translation of the German document. In case of discrepancies, the German language docu ment is the sole authoritative and universally valid version.
For technical reasons, there may be differences between the ac counting records appearing in this document and those pub lished pursuant to legal requirements.
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© 2017 by Siemens AG, Berlin and Munich
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