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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For May 7, 2003

Commission File Number: 1-15174

Siemens Aktiengesellschaft
(Translation of registrant’s 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 x   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 x

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 x

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 x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

This report is incorporated by reference into the prospectuses contained in
Registration Statements Nos. 333-13428 and 333-14294 on Form S-8
filed by the registrant under the Securities Act of 1933.




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Interim Report — Second Quarter and First Half of Fiscal 2003

INTRODUCTION

     The form and content of our Interim Report has been updated to reflect the new reporting requirements of the Frankfurt Stock Exchange while continuing to adhere to the applicable disclosure requirements of the U.S. Securities and Exchange Commission (SEC) and US GAAP for interim reporting purposes. 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.


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ECONOMIC ENVIRONMENT & MARKET TRENDS
RESULTS OF SIEMENS WORLDWIDE
SEGMENT INFORMATION ANALYSIS
LIQUIDITY, CAPITAL RESOURCES AND CAPITAL REQUIREMENTS
EVA PERFORMANCE
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
CONSOLIDATED BALANCE SHEETS (unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOW (unaudited)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
SEGMENT INFORMATION (unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERLY SUMMARY
SUPERVISORY BOARD AND MANAGING BOARD CHANGES
TERMINOLOGY UPDATE
SIGNATURES


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ECONOMIC ENVIRONMENT & MARKET TRENDS

     The macroeconomic environment during the second quarter of fiscal 2003 remained difficult on a global basis. During the current quarter an anticipated, volume-driven reduction in earnings at Power Generation (PG), due to the end of the gas turbine energy boom in the U.S., was offset by rising profits and higher margins despite falling sales at a majority of Siemens’ operating Groups, led by Siemens VDO Automotive (SV), Automation and Drives (A&D), Power Transmission and Distribution (PTD), and Osram. Medical Solutions (Med) also maintained earnings and margins at a high level. Despite falling demand that continues to challenge the entire telecommunications and networking industry, Siemens’ three Information and Communications Groups held their aggregate bottom line stable year-over-year.

     At the same time, a twenty four percent decline in the value of the U.S. dollar against the euro compared to a year ago produced correspondingly large swings in reported sales and orders for business activities Siemens conducts in the U.S. This effect contributed strongly to declining sales and order volumes in the second quarter.


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RESULTS OF SIEMENS WORLDWIDE

Results of Siemens worldwide — Second quarter of fiscal 2003 compared to second quarter of fiscal 2002

         Sales decreased 14% to 18.230 billion compared to 21.258 billion and orders decreased 15% to 19.084 billion compared to 22.431 billion the same quarter a year earlier. Excluding the effects of currency translation, acquisitions and dispositions, sales decreased 5% and orders were 7% lower year over year. The most significant currency to which the Company is exposed is the U.S. dollar. In addition to the currency-related effects, the development in sales was influenced primarily by an expected volume decrease at PG due to the end of the gas turbine energy boom in the U.S. and worldwide falling demand in the telecommunications and networking industry affecting particularly Information and Communication Networks, (ICN) and Information and Communication Mobile (ICM).
 
         Gross profit as a percentage of sales in the second quarter of fiscal 2003 was 28.3%, slightly above the prior year level. Gross profit margin from Operations remained steady at 27.8%, as lower margins due to charges taken for capacity adjustment at PG were offset by increases at ICN, A&D, PTD, Transportations Systems (TS), SV, Med and Osram.
 
         Research and development expense decreased from 1.426 billion to 1.278 billion compared to the prior year quarter, generally in line with the decrease in sales. R&D spending within Operations represented 7.1% of sales, up from 6.8% in the second quarter of last year. Marketing, selling and general administrative expenses were 3.232 billion compared to 3.666 billion in the second quarter a year ago. This figure represents 17.7% of sales, compared to 17.2% in the second quarter of the prior year.
 
         Other operating income (expense), net was a positive 69 million compared to a positive 549 million in the second quarter of fiscal 2002, which included gains of 604 million resulting from sales of shares in Infineon Technologies AG. The current year quarter includes net gains of 46 million from customer cancellations at PG. Income (loss) from investments in other companies, net was a positive 24 million compared to a positive 97 million in the second quarter of the prior year. The current year includes higher income from an investment in a power generation project in Indonesia at Siemens Financial Services (SFS). Income from equity investments in Bosch Siemens Hausgeräte GmbH, Framatome and Fujitsu Siemens Computers were higher than in the previous period but were more than offset by Siemens’ equity share of Infineon’s net loss, which was 127 million, compared to 43 million in the prior year. Income from financial assets and marketable securities, net was 10 million compared to 75 million in the last year. Interest income of Operations, net was 8 million compared to 67 million a year earlier, due to lower interest income from advance payments. Other interest income (expense), net was a positive 35 million compared to a negative 18 million last year reflecting lower average interest rates on debt.
 
         The effective tax rate on income in the second quarter of fiscal 2003 was approximately 27%, compared to 21% in the second quarter a year ago, which was positively impacted by the tax-free sale of Infineon shares.
 
         Net income in the second quarter was 568 million, compared to 1.281 billion in the prior year, which included a tax-free gain of 604 million from the sale of shares in Infineon. Earnings per share in the current quarter were 0.64, compared to 1.44 in the prior-year period.
 
         Net cash from operating and investing activities in the second quarter rebounded strongly from the first quarter, to 1.398 billion, benefiting from effective asset management and planned reductions in capital expenditures. Net cash from operating and investing activities in the first quarter of fiscal 2003 was a negative 1.137 billion, including a supplemental cash contribution of 442 million to Siemens’ pension trusts in Germany and the U.K. Net cash from operating and investing activities in the second quarter a year ago was 1.433 billion, including a negative 327 million related to transactions involving Infineon and Atecs Mannesmann.


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Results of Siemens worldwide — First six months of fiscal 2003 compared to first six months of fiscal 2002

         Orders for the first six months were 39.229 billion, down 18% from 47.821 billion a year earlier, and sales fell 12% to 37.075 billion from 42.244 billion. Excluding currency and the net effect of acquisitions and dispositions, the declines in orders and sales were 11% and 4%, respectively.
 
         Gross profit as a percentage of sales in the first half of fiscal 2003 was 28.2%, above the prior year level of 27.5%. The current half-year includes higher allowances on inventory, particularly at PG, related in part to customer cancellations. The prior year was negatively impacted by the consolidation of two months of Infineon’s relatively low gross profit margin. Infineon was deconsolidated beginning December 2001.
 
         Other operating income (expense), net was a positive 284 million compared to a positive 940 million in the first half of fiscal 2002, which included gains of 936 million resulting from sales of shares in Infineon. The current half-year period includes net gains of 258 million from customer cancellations at PG. Income (loss) from investments in other companies, net was a positive 28 million compared to a positive 75 million in the first half of the prior year. The current year includes higher income from investments noted above partly offset by Siemens’ equity share of Infineon’s net loss, which was 144 million, compared to 103 million in the prior year. The prior year’s six-month period included a 66 million gain on sale of an investment.
 
         The effective tax rate on income in the first half of fiscal 2003 was approximately 32%, compared to 20% in the same period a year ago, which was positively impacted by the tax-free sale of Infineon shares.
 
         Net income for the first six months of fiscal 2003 was 1.089 billion. First-half net income of 1.819 billion a year earlier included a non-taxable gain of 936 million related to the sale of shares in Infineon. Earnings per share in the first half were 1.22, compared to 2.05 in the prior year.
 
         On October 1, 2002, Siemens adopted Statement of Accounting Financial Standards (SFAS) 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs. As a result of the adoption of SFAS 143, income of 59 million (36 million net of income taxes, or 0.04 per share) was recorded as a cumulative effect of a change in accounting principle. See Note 8 to the consolidated financial statements for further information.

         For the first six months of this year, net cash from operating and investing activities was 261 million, after supplemental pension trust contributions of 442 million in the first quarter. Net cash from operating and investing activities for the first six months a year earlier was 1.740 billion, including 945 million of net proceeds from transactions involving Infineon and Atecs Mannesmann.


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SEGMENT INFORMATION ANALYSIS

Operations

Information and Communications

Information and Communication Networks (ICN)

                                                 
            Second quarter ended           Six months ended
            March 31,           March 31,
           
         
ICN Performance Data   Change   2003   2002   Change   2003   2002

 
 
 
 
 
 
            ( in millions)           ( in millions)
Group profit
    7 %     (147 )     (158 )     (6 )%     (298 )     (282 )
Group profit margin
            (8.8 )%     (5.9 )%             (8.6 )%     (5.4 )%
Total sales
    (37 )%     1,679       2,657       (33 )%     3,483       5,197  
New orders
    (22 )%     1,689       2,174       (24 )%     3,629       4,801  
Net cash from operating and investing activities
            19       227               52       40  
                 
    March 31,   Sept. 30,
    2003   2002
   
 
Net capital employed
    694       1,100  
Employees (in thousands)
    36       39  

     ICN narrowed its second-quarter Group loss from 158 million a year ago to 147 million in the current period. The Group continued to adjust its cost structure to address industry-wide declines in business volume, taking charges for severance and capacity adjustments totaling 44 million. While the Enterprise Networks division contributed 49 million to Group profit on sales of 887 million, substantially lower business volume as well as pricing pressures contributed to a 180 million quarterly loss on 797 million in sales at the Carrier Networks and Services division. For the Group as a whole, sales dropped 37% to 1.679 billion from 2.657 billion in the prior-year period. In addition to ongoing adverse market conditions, ICN’s year-over-year decline in second-quarter sales also reflects currency translation effects of negative 6 percentage points and the divestment of various businesses between the two periods under review. Correspondingly, orders were down 22% to 1.689 billion from 2.174 billion in the same quarter a year ago, including negative currency effects of 7 percentage points. ICN anticipates ongoing charges in the second half of fiscal 2003, particularly related to its Profit And Cash Turnaround (PACT) program, which is aimed at cutting cost, consolidating the group’s worldwide manufacturing infrastructure and optimizing its business portfolio.

     ICN in the first half of fiscal 2003 kept its losses in line with the prior year and improved its gross profit margin despite a sharp decline in sales related to market forces, negative currency effects, and the divestments of Unisphere Networks and Networks Systems between the two periods under review. Enterprise Networks was profitable in the first half, while Carrier Networks and Services recorded losses, reflecting widespread reduced demand and associated price pressure in the telecom carrier industry. For ICN as a whole, the first half periods of fiscal 2003 and fiscal 2002 both included charges for severance and asset write-downs of 93 million and 136 million, respectively.

     Net capital employed at March 31, 2003 decreased to 694 million from 1.100 billion at the end of the prior fiscal year, particularly due to reductions in investments in property, plant and equipment. Reduced capital expenditures also contributed to the improvement in net cash from operating and investing activities to 52 million from 40 million in the first half of the prior year. Cash flow is expected to absorb impacts in future periods from ongoing severance programs. EVA improved compared to the first half a year ago, but remained negative.


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Information and Communication Mobile (ICM)

                                                 
            Second quarter ended           Six months ended
            March 31,           March 31,
           
         
ICM Performance Data   Change   2003   2002   Change   2003   2002

 
 
 
 
 
 
            ( in millions)           ( in millions)
Group profit
    25 %     55       44       41 %     114       81  
Group profit margin
            2.4 %     1.6 %             2.2 %     1.4 %
Total sales
    (15 )%     2,329       2,731       (11 )%     5,185       5,858  
New orders
    (31 )%     2,300       3,325       (28 )%     4,809       6,643  
Net cash from operating and investing activities
            279       425               167       29  
                 
    March 31,   Sept. 30,
    2003   2002
   
 
Net capital employed
    1,908       1,973  
Employees (in thousands)
    28       29  

     ICM improved its Group profit to 55 million in the second quarter from 44 million in the prior-year period. Second-quarter sales were 2.329 billion, down 15% from 2.731 billion, and orders were 2.300 billion, down 31% from 3.325 billion. Currency effects contributed five percentage points to the decline in sales. The Mobile Phones division contributed 2 million to Group profit, generating 983 million in sales on a volume of 8.0 million handsets in a seasonally slow quarter. These results reflect ongoing margin pressures in the mobile phone market compared to a year ago, partly offset by a better-performing product mix. For comparison the division sold 8.3 million units and earned 13 million on sales of 1.052 billion in the same quarter a year earlier. Market conditions were particularly challenging at the Mobile Networks division, where earnings of 44 million on sales of 1.067 billion included a net positive effect of 66 million related primarily to a reduction in customer financing exposure. For comparison, the division’s earnings a year earlier were 33 million. The Cordless Products and Wireless Modules divisions again contributed to Group profit. Anticipating further volume erosion in the second half of the year, particularly at Mobile Networks, ICM is intensifying its “Top-on-Air” productivity program.

     Group profit of ICM in the first half of fiscal 2003 was 114 million compared to 81 million for the same period last year. The Mobile Phone division increased earnings from 32 million last year to 54 million on a better product mix and on a stable development of sales despite increased price pressures. Earnings at the Mobile Network division in the first half of fiscal 2003 were 20 million, including the above mentioned net positive effect, whereas earnings in the prior year was 41 million, including 63 million charges for severance. Mobile Networks faced ongoing price erosion and restrictive capital expenditures of operators in a weakening market resulting in a 20% decline in sales compared to the first half of last year. The Cordless Product division increased its contribution to Group profit in the first half of the current fiscal year.

     Net capital employed at March 31, 2003 was 1.908 billion, compared to 1.973 billion at the end of the prior fiscal year. Net cash from operating and investing activities improved to 167 million compared to 29 million for the first half of last year, as liabilities increased in the current six month period, compared to a significant decrease in the prior year, partly offset by lower decreases in inventories and accounts receivable in the current period. Cash flow will be impacted in future periods due to payments related to headcount reduction activities and due to the development of customer financing exposure in the Mobile Networks division. EVA improved, but remained negative.


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Siemens Business Services (SBS)

                                                 
            Second quarter ended           Six months ended
            March 31,           March 31,
           
         
SBS Performance Data   Change   2003   2002   Change   2003   2002

 
 
 
 
 
 
            ( in millions)           ( in millions)
Group profit
    (34 )%     25       38       (47 )%     37       70  
Group profit margin
            1.9 %     2.6 %             1.4 %     2.4 %
Total sales
    (8 )%     1,338       1,461       (11 )%     2,605       2,928  
New orders
    (12 )%     1,291       1,459       (20 )%     2,685       3,359  
Net cash from operating and investing activities
            (67 )     (15 )             (168 )     (103 )
                 
    March 31,   Sept. 30,
    2003   2002
   
 
Net capital employed
    462       264  
Employees (in thousands)
    35       34  

     SBS posted Group profit of 25 million, down from 38 million in the second quarter a year earlier. Sales declined 8%, to 1.338 billion, and orders fell 12%, to 1.291 billion, as the market for information technology (IT) services grappled with increasing overcapacity, particularly in the Group’s important German and European Union markets.

     SBS had sharply lower Group profit in the first half of fiscal 2003 due to softening demand particularly in its German market, reflected in orders falling faster than sales during the six month period. Net capital employed increased from 264 million at the end of the prior fiscal year to 462 million at March 31, 2003 due in particular to lower accounts payable. Net cash from operating and investing activities was a negative 168 million compared to a negative 103 million for the first half of last year. EVA turned negative.

Automation and Control

Automation and Drives (A&D)

                                                 
            Second quarter ended           Six months ended
            March 31,           March 31,
           
         
A&D Performance Data   Change   2003   2002   Change   2003   2002

 
 
 
 
 
 
            ( in millions)           ( in millions)
Group profit
    33 %     184       138       17 %     363       311  
Group profit margin
            9.0 %     6.5 %             9.0 %     7.6 %
Total sales
    (5 )%     2,034       2,133       (2 )%     4,016       4,091  
New orders
    (1 )%     2,155       2,168       (3 )%     4,389       4,533  
Net cash from operating and investing activities
            275       272               438       259  
                 
    March 31,   Sept. 30,
    2003   2002
   
 
Net capital employed
    2,079       2,197  
Employees (in thousands)
    51       51  

     A&D was again a top earnings performer among Siemens Groups. A&D’s Group profit of 184 million and margin of 9% were up substantially from the same quarter a year ago, and maintained the pace of more recent quarters. Both periods included minor severance charges in the U.S. The Industrial Automation Systems and Motion Control Systems divisions delivered the strongest contributions to Group profit. Second-quarter sales were 2.034 billion, down 5% year-over-year, and orders were 2.155 billion, nearly level with the prior year. Currency effects cut seven percentage points from both sales and order growth.


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     A&D in the first half increased Group profit 17% and improved its earnings margin. Excluding currency translation effects of six percentage points for sales and five percentage points for orders, A&D kept sales and orders in the half year at a high level despite reduced capital expenditures in the manufacturing sector of its large U.S. market.

     Net capital employed at March 31, 2003 was 2.079 billion, compared to 2.197 billion at the end of the prior fiscal year. Net cash from operating and investing activities improved sharply to 438 million compared to 259 million for the first half of last year, due to improved working capital management. Improved earnings led to a significant increase in EVA compared to the first half of fiscal 2002.

Industrial Solutions and Services (I&S)

                                                 
            Second quarter ended           Six months ended
            March 31,           March 31,
           
         
I&S Performance Data   Change   2003   2002   Change   2003   2002

 
 
 
 
 
 
            ( in millions)           ( in millions)
Group profit
            4       (39 )     22 %     (29 )     (37 )
Group profit margin
            0.4 %     (3.6 )%             (1.5 )%     (1.8 )%
Total sales
    (7 )%     990       1,069       (9 )%     1,919       2,109  
New orders
    %     1,018       1,017       (4 )%     2,085       2,182  
Net cash from operating and investing activities
            (10 )     (71 )             (53 )     (171 )
                 
    March 31,   Sept. 30,
    2003   2002
   
 
Net capital employed
    271       315  
Employees (in thousands)
    27       29  

     While I&S was in the black in the second quarter, due to a net positive effect of 9 million related to revised estimates of project performance, the Group continues to reduce capacity as the market for industrial solutions continues to weaken. Second-quarter sales declined 7%, to 990 million, including five percentage points due to currency effects, and orders were level at 1.018 billion.

     In the first half of fiscal 2003, I&S narrowed its loss compared to the first-half a year ago, and slightly improved its earnings margin. Group profit in the first six months of the current year includes 35 million in charges primarily for severance payments. A year ago, Group profit included 30 million in severance charges taken in the second quarter.

     Net capital employed at March 31, 2003 reduced to 271 million, compared to 315 million at the end of the prior fiscal year, primarily due to improved management of accounts payable and inventory. Benefiting from these effects, net cash from operating and investing activities improved to a negative 53 million compared to a negative 171 million for the first half of last year. Cash flow will be negatively impacted in future periods due to continuing severance programs. I&S’s negative EVA improved compared to the first half a year ago.


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Siemens Dematic (SD)

                                                 
            Second quarter ended           Six months ended
            March 31,           March 31,
           
         
SD Performance Data   Change   2003   2002   Change   2003   2002

 
 
 
 
 
 
            ( in millions)           ( in millions)
Group profit
    %     12       12       4 %     24       23  
Group profit margin
            1.8 %     1.6 %             1.9 %     1.5 %
Total sales
    (12 )%     658       747       (17 )%     1,280       1,551  
New orders
    (10 )%     614       684       (15 )%     1,226       1,447  
Net cash from operating and investing activities
            (149 )     (40 )             (238 )     (103 )
                 
    March 31,   Sept. 30,
    2003   2002
   
 
Net capital employed
    1,199       975  
Employees (in thousands)
    11       12  

     SD held its Group profit level with the second quarter a year earlier, at 12 million, despite price erosion in the U.S. and European markets and the ongoing slump in the telecommunications equipment market, which affects SD’s Electronics Assembly Systems division. Second-quarter sales of 658 million were down 12% year-over-year, and orders were down 10%, to 614 million. Currency effects cut 12 percentage points from sales growth and 14 percentage points from order growth.

     SD in the first half of fiscal 2003 kept Group profit level year-over-year despite lower volumes than in the first six months a year ago, in part due to negative currency effects and weak global market demand. Net capital employed at March 31, 2003 was 1.199 billion, compared to 975 million at the end of the prior fiscal year. Net cash from operating and investing activities was a negative 238 million compared to a negative 103 million for the first half of last year primarily due to an increase in inventories relating to unbilled contracts. EVA decreased and remained negative.

Siemens Building Technologies (SBT)

                                                 
            Second quarter ended           Six months ended
            March 31,           March 31,
           
         
SBT Performance Data   Change   2003   2002   Change   2003   2002

 
 
 
 
 
 
            ( in millions)           ( in millions)
Group profit
    (95 )%     2       40       (47 )%     45       85  
Group profit margin
            0.2 %     2.8 %             1.8 %     3.1 %
Total sales