FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For February 2, 2005
Commission File Number: 1-15174
Siemens Aktiengesellschaft
(Translation of registrants name into English)
Wittelsbacherplatz 2
D-80333 Munich
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F þ | Form 40-F o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes o | No þ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes o | No þ |
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes o | No þ |
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
INTRODUCTION
We prepare the Interim Report as an update of our Annual Report, with a focus on the current reporting period. As such, the Interim Report should be read in conjunction with the Annual Report, which includes detailed analysis of our operations and activities.
TABLE OF CONTENTS
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| 31 |
Key Figures(1)
| 1st quarter(2) |
|||||||||
| 2005 |
2004 |
||||||||
Net income |
1,001 | 726 | |||||||
(in millions of euros) |
|||||||||
Earnings per share (3) |
1.12 | 0.82 | |||||||
(in euros) |
|||||||||
Net cash from operating and investing activities |
(2,305 | ) | (1,191 | ) | |||||
(in millions of euros) |
|||||||||
| therein: | Net cash used in operating activities | (1,256 | ) | (597 | ) | ||||
| Net cash used in investing activities | (1,049 | ) | (594 | ) | |||||
| Supplemental contributions to pension trusts | (1,496 | ) | (1,255 | ) | |||||
| (included in net cash used in operating activities) | |||||||||
New orders |
21,537 | 20,490 | |||||||
(in millions of euros) |
|||||||||
Sales |
18,167 | 18,329 | |||||||
(in millions of euros) |
|||||||||
| December 31, 2004 |
September 30, 2004 |
|||||||
Employees (in thousands) |
434 | 430 | ||||||
Germany |
164 | 164 | ||||||
International |
270 | 266 | ||||||
| (1) | Unaudited | |
| (2) | October 1 December 31, 2004 and 2003, respectively | |
| (3) | Earnings per share basic |
1
MANAGEMENTS DISCUSSION AND ANALYSIS
OVERVIEW OF FINANCIAL RESULTS FOR THE FIRST QUARTER OF FISCAL 2005
| | Net income rose 38% compared to the first quarter a year earlier, reaching 1.001 billion or 1.12 per share. | |||
| | Orders of 21.537 billion were up 5% year-over-year, and sales of 18.167 billion were nearly level with the first quarter a year earlier. | |||
| | Net cash from operating and investing activities was a negative 2.305 billion, including 1.5 billion in supplemental cash pension contributions. Net cash also includes increases in net working capital and acquisitions aimed at future growth. | |||
For the first quarter of fiscal 2005, ended December 31, 2004, Siemens reported net income of 1.001 billion, up 38% compared to the same quarter of fiscal 2004. Basic and diluted earnings per share rose to 1.12 and 1.08, respectively, from 0.82 and 0.78 per share a year earlier. Net income included a gain from the sale of a portion of shares held in Juniper Networks, Inc. Within our Operations Groups, Automation and Drives (A&D), Medical Solutions (Med), Power Generation (PG), Siemens VDO Automotive (SV) and Osram contributed strong earnings. In the Information and Communications business area, Communications (Com) more than offset losses in its mobile phone business with the Juniper gain, and Siemens Business Services (SBS) reported a loss in a weak operating environment. Results for these two Groups confirm the need for additional measures that will enable them to achieve their margin targets.
Finance and Real Estate activities contributed 137 million in income before income taxes, and Corporate Treasury activities yielded 104 million primarily from derivatives not qualifying for hedge accounting. While income taxes for the quarter for Siemens were higher than a year earlier, the effective tax rate was lower.
First-quarter orders rose 5% for Siemens, to 21.537 billion. International orders were up 7% year-over-year, compared to a 3% decline in orders in Germany. Within international orders, a decline in Europe was more than offset by growth in other regions, including a major locomotive order in China and a large power plant order in Bahrain. Sales for Siemens were 18.167 billion for the quarter, down 1% year-over-year. International sales were level with the prior year, compared to a 5% decline in Germany. Within international sales, lower revenues in Europe were more than offset by rising sales in other regions. For Siemens, the net effect of acquisitions and dispositions added four percentage points to order growth and three percentage points to sales growth, whereas currency translation effects cut two percentage points from growth in both orders and sales.
In the first quarter, Operations used 2.298 billion in net cash in operating and investing activities compared to 1.493 billion in net cash used in the same period a year earlier. The change is due primarily to increases in net working capital and cash used in acquisitions aimed at future growth. Supplemental pension plan contributions were also higher in the current period, totaling 1.496 billion compared to 1.255 billion a year earlier. Financing and Real Estate and Corporate Treasury activities used net cash of 7 million compared to net cash provided of 302 million a year earlier. In aggregate, operating and investing activities for Siemens used net cash of 2.305 billion in the first quarter, compared to net cash used of 1.191 billion in the prior-year period.
2
RESULTS OF SIEMENS
Results of Siemens First quarter of fiscal 2005 compared to first quarter of fiscal 2004
The following discussion presents selected information for Siemens for the first quarter:
| 2005 |
2004 |
|||||||
| ( in millions) | ||||||||
New orders |
21,537 | 20,490 | ||||||
New orders in Germany |
4,492 | 4,614 | ||||||
International orders |
17,045 | 15,876 | ||||||
Sales |
18,167 | 18,329 | ||||||
Sales in Germany |
4,171 | 4,370 | ||||||
International sales |
13,996 | 13,959 | ||||||
Orders for Siemens increased 5% to 21.537 billion compared to 20.490 billion in the prior year, primarily on the strength of international business. Sales for Siemens in the first quarter of fiscal 2005 were 18.167 billion, nearly level with 18.329 billion in the same period a year earlier. On a comparable basis, excluding the net effect of acquisitions and dispositions and currency translation effects, orders were up 3% and sales declined 2% year-over-year.
In Germany, sales of 4.171 billion and orders of 4.492 billion came in 5% and 3% lower, respectively, than the prior-year period. International sales remained stable, at 13.996 billion, while international orders increased 7%, to 17.045 billion. China was a key source of international growth. Sales in China were up 3% year-over-year, to 645 million, and orders surged 56%, to 1.109 billion, including a major order for new locomotive engines. This in turn kept first-quarter sales for the broader Asia-Pacific region nearly level with the prior year, at 2.014 billion, while sending first-quarter Asia-Pacific orders up 30% year-over-year, to 2.893 billion. The U.S. was another strong driver of international growth. Despite significant negative currency translation effects, U.S. sales in the first quarter rose 11% to 3.402 billion, while orders climbed 23% year-over-year, to 3.729 billion. In Europe outside Germany, sales and orders were 6.246 billion and 6.845 billion, respectively, lower than in the prior year.
| 2005 |
2004 |
|||||||
| ( in millions) | ||||||||
Gross profit on sales |
5,603 | 5,458 | ||||||
as percentage of sales |
30.8 | % | 29.8 | % | ||||
Gross profit as a percentage of sales in the first quarter of fiscal 2005 increased to 30.8% from 29.8% a year earlier. A majority of the Groups in Operations improved their gross profit year-over-year, led by A&D, Logistics and Assembly Systems (L&A) and Industrial Solutions and Services (I&S). The gross profit improvement at A&D was due to increased productivity and higher capacity utilization in the current quarter. The gross profit improvement at L&A was mainly attributable to significant positive effects from foreign exchange derivatives not qualifying for hedge accounting in the current quarter, whereas the prior year included contract charges. I&S gross profit benefited from the Groups entry into the water systems market via its USFilter acquisition in the fourth quarter of fiscal 2004. These gross profit improvements more than offset a volume-driven decline in gross profit at Com.
| 2005 |
2004 |
|||||||
| ( in millions) | ||||||||
Research and development expenses |
(1,229 | ) | (1,246 | ) | ||||
as percentage of sales |
6.8 | % | 6.8 | % | ||||
Marketing, selling and general administrative expenses |
(3,519 | ) | (3,350 | ) | ||||
as percentage of sales |
19.4 | % | 18.3 | % | ||||
Other operating income (expense), net |
17 | 99 | ||||||
Income from investments in other companies, net |
144 | 105 | ||||||
Income (expense) from financial assets and marketable securities, net |
299 | (38 | ) | |||||
Interest expense of Operations, net |
(14 | ) | (1 | ) | ||||
Other interest income (expense), net |
74 | 52 | ||||||
Research and development expenses were nearly unchanged at 6.8% of sales. Marketing, selling and general administrative expenses rose to 19.4% of sales, compared to 18.3% in the prior-year period, mainly due
3
to higher expenses at I&S, Com, and SBS. Significant drivers for the mentioned increases include the rise at I&S primarily from the USFilter acquisition and new outsourcing contracts at SBS. Other operating income (expense), net was 17 million in the first quarter, compared to 99 million a year earlier. The prior-year period included gains from dispositions, particularly at Med. Income from investments in other companies, net was 144 million, up from 105 million in the same period a year earlier. Income (expense) from financial assets and marketable securities, net was 299 million compared to a negative 38 million in the prior-year period, due primarily to the 208 million Juniper gain at Com.
| 2005 |
2004 |
|||||||
| ( in millions) | ||||||||
Income before income taxes |
1,375 | 1,079 | ||||||
Income taxes |
(336 | ) | (320 | ) | ||||
as percentage of income before income taxes |
24 | % | 30 | % | ||||
Net income |
1,001 | 726 | ||||||
The effective tax rate on income in the first quarter of fiscal 2005 was 24%, compared to 30% in the first quarter a year earlier.
SEGMENT INFORMATION ANALYSIS
Operations
Information and Communications
Communications (Com)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
240 | 174 | 38 | % | ||||||||||||||||||||
Group profit margin |
5.7 | % | 3.8 | % | ||||||||||||||||||||
Sales |
4,243 | 4,567 | (7 | )% | (6 | )% | ||||||||||||||||||
New orders |
4,670 | 4,779 | (2 | )% | (2 | )% | ||||||||||||||||||
| * | Excluding currency translation effects of (2)% and (1)% on sales and orders, respectively, and portfolio effects of 1% on sales and orders. |
At the beginning of the first quarter of fiscal 2005, Siemens combined its Information and Communication Networks (ICN) and Information and Communication Mobile (ICM) Groups into a single Group, called Communications (Com). Prior-year results have been recast into the new structure for purposes of comparison. In the first quarter, Com had sales of 4.243 billion and orders of 4.670 billion compared to 4.567 billion and 4.779 billion, respectively, a year earlier. Group profit of 240 million at Com was due primarily to a gain of 208 million from sales of a portion of its shares in Juniper Networks, Inc. The Mobile Devices business (formerly Mobile Phones) saw sales drop to 1.170 billion from 1.486 billion year-over-year, and lost 143 million compared to a profit of 64 million a year earlier. Unit volume in the Christmas quarter was 13.5 million handsets, down from 15.2 million in the prior-year period, and average selling price also declined year-over-year, from 98 to 86.
4
Siemens Business Services (SBS)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
(25 | ) | 44 | |||||||||||||||||||||
Group profit margin |
(2.0 | )% | 3.6 | % | ||||||||||||||||||||
Sales |
1,256 | 1,210 | 4 | % | (2 | )% | ||||||||||||||||||
New orders |
1,850 | 1,399 | 32 | % | 15 | % | ||||||||||||||||||
| * | Excluding currency translation effects of (1)% on sales and orders and portfolio effects of 7% and 18% on sales and orders, respectively. |
SBS took in sharply higher orders of 1.850 billion in the first quarter, primarily due to long-term outsourcing contracts partly involving acquisitions. Sales of 1.256 billion for the quarter included a new outsourcing contract with the BBC in the U.K. The change in Group profit year-over-year was due primarily to an unfavorable revenue mix and severance charges.
Automation and Control
Automation and Drives (A&D)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
262 | 221 | 19 | % | ||||||||||||||||||||
Group profit margin |
12.1 | % | 10.8 | % | ||||||||||||||||||||
Sales |
2,157 | 2,050 | 5 | % | 7 | % | ||||||||||||||||||
New orders |
2,433 | 2,200 | 11 | % | 12 | % | ||||||||||||||||||
| * | Excluding currency translation effects of (3)% and (2)% on sales and orders, respectively, and portfolio effects of 1% on sales and orders. |
A&D led all Groups with 262 million in first-quarter Group profit. Sales increased 5% to 2.157 billion. Sales growth was broad-based among A&Ds divisions and also balanced between the Groups domestic and international markets. First-quarter orders rose 11% to 2.433 billion, as A&D continued to augment its established business in Europe and the U.S. with fast growth in the Asia-Pacific region.
Industrial Solutions and Services (I&S)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
20 | 15 | 33 | % | ||||||||||||||||||||
Group profit margin |
1.7 | % | 1.5 | % | ||||||||||||||||||||
Sales |
1,183 | 997 | 19 | % | 5 | % | ||||||||||||||||||
New orders |
1,466 | 1,129 | 30 | % | 17 | % | ||||||||||||||||||
| * | Excluding currency translation effects of (3)% on sales and orders and portfolio effects of 17% and 16% on sales and orders, respectively. |
I&S posted first-quarter Group profit of 20 million, up from 15 million a year earlier. Earnings in the current period benefited from the Groups entry into the water systems market via its USFilter acquisition in the fourth quarter of fiscal 2004. The acquisition also enabled I&S to show substantial increases in first-quarter sales and orders, which rose to 1.183 billion and 1.466 billion, respectively.
5
Logistics and Assembly Systems (L&A)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
38 | (37 | ) | |||||||||||||||||||||
Group profit margin |
6.6 | % | (6.8 | )% | ||||||||||||||||||||
Sales |
579 | 542 | 7 | % | 12 | % | ||||||||||||||||||
New orders |
592 | 861 | (31 | )% | (28 | )% | ||||||||||||||||||
| * | Excluding currency translation effects of (4)% and (2)% on sales and orders, respectively, and portfolio effects of (1)% on sales and orders. |
L&As first-quarter orders were 592 million, below the level of the prior-year period, which included a large order in the Middle East. First-quarter sales rose 7%, to 579 million. Group profit of 38 million included significant positive effects from foreign exchange derivatives not qualifying for hedge accounting. The Group anticipates offsetting effects in coming quarters. For comparison, the prior-year quarter included 33 million in contract charges.
Siemens Building Technologies (SBT)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
49 | 39 | 26 | % | ||||||||||||||||||||
Group profit margin |
4.9 | % | 3.8 | % | ||||||||||||||||||||
Sales |
1,010 | 1,040 | (3 | )% | 0 | % | ||||||||||||||||||
New orders |
1,088 | 1,105 | (2 | )% | 1 | % | ||||||||||||||||||
| * | Excluding currency translation effects. |
SBT posted Group profit of 49 million, up from 39 million in the first quarter a year earlier, due to a gain on the sale of an investment and improvements in the Groups cost position. Sales and orders of 1.010 billion and 1.088 billion, respectively, were stable year-over-year on a comparable basis.
Power
Power Generation (PG)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
214 | 245 | (13 | )% | ||||||||||||||||||||
Group profit margin |
13.6 | % | 12.9 | % | ||||||||||||||||||||
Sales |
1,578 | 1,902 | (17 | )% | (17 | )% | ||||||||||||||||||
New orders |
2,485 | 2,676 | (7 | )% | (9 | )% | ||||||||||||||||||
| * | Excluding currency translation effects of (2)% on sales and orders and portfolio effects of 2% and 4% on sales and orders, respectively. |
Orders at PG were 2.485 billion, including a major order in Bahrain and the first large order for PGs new Wind Power division following its acquisition of Bonus Energy A/S. A year earlier, first-quarter orders included an exceptionally large order in Finland. Sales of 1.578 billion in the first quarter came in lower than prior-year sales of 1.902 billion. PGs Group profit of 214 million included 29 million in cancellation gains and a significant earnings contribution from its services business. For comparison, Group profit a year earlier was 245 million.
6
Power Transmission and Distribution (PTD)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
52 | 51 | 2 | % | ||||||||||||||||||||
Group profit margin |
6.2 | % | 6.2 | % | ||||||||||||||||||||
Sales |
834 | 820 | 2 | % | (3 | )% | ||||||||||||||||||
New orders |
1,093 | 1,020 | 7 | % | 5 | % | ||||||||||||||||||
| * | Excluding currency translation effects of (3)% and (4)% on sales and orders, respectively, and portfolio effects of 8% and 6% on sales and orders, respectively. |
PTD posted Group profit of 52 million in the first quarter, including a positive contribution from the Groups acquisition of Trench Electric Holding between the periods under review. This acquisition also positively influenced sales and orders, which rose to 834 million and 1.093 billion, respectively.
Transportation
Transportation Systems (TS)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
20 | 32 | (38 | )% | ||||||||||||||||||||
Group profit margin |
2.0 | % | 3.1 | % | ||||||||||||||||||||
Sales |
1,014 | 1,049 | (3 | )% | 0 | % | ||||||||||||||||||
New orders |
1,230 | 1,020 | 21 | % | 26 | % | ||||||||||||||||||
| * | Excluding currency translation effects of (1)% on sales and orders and portfolio effects of (2)% and (4)% on sales and orders, respectively. |
TS posted Group profit of 20 million in the first quarter compared to 32 million in the same period a year earlier. Both periods included charges in the Groups rolling stock business, at a significantly lower level than in intervening quarters. Sales of 1.014 billion came in lower than in the first quarter a year earlier, due primarily to sharply reduced investment in rail projects in Germany. TS responded by winning significant new orders internationally, including major contracts in China, the U.K. and Vietnam. As a result, first-quarter orders rose 21% year-over-year, to 1.230 billion.
Siemens VDO Automotive (SV)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
144 | 100 | 44 | % | ||||||||||||||||||||
Group profit margin |
6.3 | % | 4.9 | % | ||||||||||||||||||||
Sales |
2,285 | 2,039 | 12 | % | 3 | % | ||||||||||||||||||
New orders |
2,294 | 2,039 | 13 | % | 4 | % | ||||||||||||||||||
| * | Excluding currency translation effects of (2)% on sales and orders and portfolio effects of 11% on sales and orders. |
SVs first-quarter sales and orders reached 2.285 billion and 2.294 billion, respectively. Growth was driven by acquisitions, primarily an automotive electronics unit in the U.S. With a larger revenue base and more favorable revenue mix, SV was able to increase Group profit to 144 million from 100 million in the same period a year earlier.
7
Medical
Medical Solutions (Med)
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
215 | 327 | (34 | )% | ||||||||||||||||||||
Group profit margin |
13.0 | % | 19.8 | % | ||||||||||||||||||||
Sales |
1,656 | 1,648 | 0 | % | 5 | % | ||||||||||||||||||
New orders |
2,030 | 1,891 | 7 | % | 12 | % | ||||||||||||||||||
| * | Excluding currency translation effects. |
Med delivered Group profit of 215 million, up slightly year-over-year excluding portfolio transactions that added 116 million to first-quarter Group profit a year earlier. Sales were level year-over-year while orders rose 7%, to 2.030 billion, on strength in Meds imaging systems business. Both business volume and earnings were adversely affected by currency effects.
Lighting
Osram
| First quarter |
||||||||||||||||||||||||
| % Change |
||||||||||||||||||||||||
| ( in millions) |
2005 |
2004 |
Actual |
Comparable* |
||||||||||||||||||||
Group profit |
120 | 109 | 10 | % | ||||||||||||||||||||
Group profit margin |
11.1 | % | 10.2 | % | ||||||||||||||||||||
Sales |
1,083 | 1,073 | 1 | % | 5 | % | ||||||||||||||||||
New orders |
1,083 | 1,073 | 1 | % | 5 | % | ||||||||||||||||||
| * | Excluding currency translation effects. |
Osram increased first-quarter Group profit 10%, to 120 million, as higher capacity utilization helped raise the Groups earnings margin nearly a full percentage point year-over-year. Osram continued to expand internationally, particularly in Asia-Pacific, increasing first-quarter revenues to 1.083 billion.
Other Operations
Other Operations consist of centrally held equity investments and other operating businesses that are not related to a Group. Equity earnings from joint ventures, particularly BSH Bosch und Siemens Hausgeräte GmbH, were the primary contributor to first-quarter earnings from Other Operations, which increased to 84 million from 41 million in the same period a year earlier.
Corporate items, pensions and eliminations
Corporate items, pensions and eliminations improved to a negative 271 million in the first quarter from a negative 357 million in the same period a year earlier. Corporate items totaled a negative 146 million compared to a negative 174 million in the prior-year period. Centrally carried pension expense also was lower year-over-year. This was due primarily to supplemental pension funding, which increased pension plan assets and expected returns, and also to lower amortization of unrecognized net losses in the current quarter compared to the prior-year period.
8
Financing and Real Estate
Siemens Financial Services (SFS)
| First quarter |
||||||||||||
| ( in millions) |
2005 |
2004 |
% Change |
|||||||||
Income before income taxes |
99 | 57 | 74 | % | ||||||||
| Dec. 31, | Sept. 30, | |||||||||||
| 2004 |
2004 |
|||||||||||
Total assets |
9,109 | 9,055 | 1 | % | ||||||||
Income before income taxes at SFS was 99 million compared to 57 million in the first quarter a year earlier, including higher earnings in the Groups Equipment and Sales Financing division and a gain on the sale of an investment. In contrast, SFS took higher provisions against receivables in the first quarter a year earlier. Assets rose slightly compared to the end of fiscal 2004, despite negative currency translation effects.
Siemens Real Estate (SRE)
| First quarter |
||||||||||||
| ( in millions) |
2005 |
2004 |
% Change |
|||||||||
Income before income taxes |
38 | 54 | (30 | )% | ||||||||