3rd Supplement dated February 04, 2011 to the Prospectus dated May 5, 2010
SIEMENS AKTIENGESELLSCHAFT (A stock corporation incorporated with limited liability in the Federal Republic of Germany) as Issuer of Instruments and as Guarantor for Instruments issued by Siemens Capital Company LLC and Siemens Financieringsmaatschappij N.V.
SIEMENS CAPITAL COMPANY LLC (A limited liability company organized under the laws of the State of Delaware, United States of America) as Issuer of Instruments
SIEMENS FINANCIERINGSMAATSCHAPPIJ N.V. (A public company incorporated with limited liability in the Netherlands) as Issuer of Instruments
€15,000,000,000 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
Supplement to the Prospectus
This document is prepared in connection with the €15,000,000,000 programme for the issuance of debt instruments of Siemens Aktiengesellschaft, Siemens Capital Company LLC and Siemens Financieringsmaatschappij N.V. and constitutes the 3rd supplement (hereinafter referred to as the "Supplement") to the prospectus dated May 5, 2010, as supplemented by the 1st supplement dated August 5, 2010 and the 2nd supplement dated December 10, 2010 (hereinafter referred to as the “Prospectus”), for the purposes of Article 13 (1) of the Luxembourg law of 10 July 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (hereinafter referred to as the “Luxembourg Prospectus Law”).
This Supplement supplements and updates the Prospectus, and is to be read in conjunction with the Prospectus.
Terms defined in the Prospectus have the same meaning when used in this Supplement.
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference into the Prospectus prior to the date of this Supplement, the statements in (a) will prevail.
Approval by CSSF/Publication
This Supplement has been approved by the CSSF in its capacity as competent authority under the Luxembourg Prospectus Law.
This Supplement, the Prospectus, the Documents Incorporated by Reference therein, and, where instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg), the relevant Final Terms will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). Copies of this Supplement and the Documents Incorporated by Reference therein may be inspected and are available free of charge during normal business hours at the specified office of the Paying Agent in Luxembourg.
Right to withdraw
In accordance with Article 13 (2) of the Luxembourg Prospectus Law investors, who have already agreed to purchase or subscribe for Instruments issued under the Programme, before this Supplement is published, have the right, exercisable within a time limit of two working days after the publication of this Supplement, to withdraw their acceptances.
Responsibility of the Issuers
Each of the Issuers (in each case in relation to itself and the Instruments issued by itself only) and Siemens Aktiengesellschaft in its capacity as Guarantor (in relation to itself and the Instruments only) accepts responsibility for the information contained in this Supplement provided however that with regard to the information contained in the description of each relevant Issuer only such Issuer accepts responsibility.
Each of the Issuers and the Guarantor declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement for which it is responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect the import of such information.
2 Exclusiveness
No person has been authorised to give any information which is not contained in or not consistent with the Prospectus, this Supplement or information supplied in connection with the Programme and, if given or made, such information should not be relied upon as having been authorised by or on behalf of the Issuers, the Guarantor, the Dealers or any of them.
Supplemental Information
1. On page 35 of the Prospectus, in the section “Financial”, under the subheading “Our financial condition and results of operations may be adversely affected by several parameters influencing the funded status of our pension benefit plans”, at the end of the paragraph, the following sentences shall be inserted:
“On December 31, 2010, the combined funded status of Siemens´ principal pension plans showed an underfunding of €6.1 billion, compared to an underfunding of €7.4 billion at the end of fiscal 2010. Beginning with fiscal 2011, these figures cover both principal and non-principal pension and other post-employment benefits provided by Siemens. The prior-year information has been adjusted to conform to the current-year presentation. For further information see “Notes to Condensed Interim Consolidated Financial Statements” in the interim report for the first quarter of fiscal 2011 presented in the Documents Incorporated by Reference.”
2. On page 137 of the Prospectus, in the section “Corporate Structure – Description of business”, at the end of the third paragraph, the following sentence shall be inserted:
“In January 2011, we closed the sale of our electronics assembly systems business.”
3. On page 141 of the Prospectus, in the section “Energy” at the end of the paragraph related to “Renewable Energy” the following sentence shall be inserted:
“In November 2010, Siemens closed the acquisition of a non-controlling interest of 49% in A2SEA A/S, a supplier of installation services for the construction of offshore wind farms.”
4. On page 143 of the Prospectus, in the section “Equity Investments”, at the end of the first paragraph, the following sentence:
“Siemens and Nokia each intend to convert under certain conditions a further €250 million in shareholder loans to NSN into preferred shares, which would not have an impact on our cash flow.”
shall be deleted and replaced by the following sentences:
“In December 2010, Siemens and Nokia Corporation each converted €266 million in NSN shareholder loans including deferred interest into preferred shares. The conversion, which does not have an impact on our cash flow, resulted in an increase of €266 million in our investment in NSN and does not result in a shift in the existing shareholding ratios between Siemens and Nokia Corporation.”
5. On page 143 of the Prospectus in the section “Equity Investments” the fourth paragraph:
• “A 49% stake in Krauss-Maffei Wegmann GmbH & Co. KG, which holds a leading position in the defense technology market.”; and
the last paragraph:
3 • “At the beginning of fiscal 2009, we closed the sale of Siemens Home and Office Communication Devices GmbH & Co. KG (“SHC”) to ARQUES Invest Potenzial GmbH, Germany, which was renamed as Gigaset Communications GmbH (“GC”). In fiscal 2008, SHC was wholly owned by Siemens and reported within Centrally managed portfolio activities. During the fourth quarter of fiscal 2008, Siemens acquired a stake of 19.8% in ARQUES Value Development GmbH, which owns all shares of GC. GC focuses on cordless phones and broadband and home entertainment devices.”
shall be deleted.
6. On page 143 of the Prospectus before the last sentence in the section “Equity Investments” the following sentences:
“In December 2010, we announced an agreement to sell our 49% stake in Krauss-Maffei Wegmann GmbH & Co. KG to the Wegmann Group. This transaction closed in January 2011, after the close of the first quarter.”; and
“During the first quarter of fiscal 2011 we resolved legal matters and transferred our 19.8% stake in GIG Holding GmbH, which owns all shares of Gigaset Communications GmbH, to ARQUES Industries AG.”
shall be inserted.
7. On page 143 of the Prospectus in the section “Cross Sector Businesses”, at the end of the first paragraph, the following sentences shall be inserted:
“At the beginning of fiscal 2011, Siemens IT Solutions and Services’ software development solutions for the telecommunication industry were transferred to Centrally managed portfolio activities.
During the first quarter of fiscal 2011, Siemens and Atos Origin S.A. (“Atos”) signed an option agreement which grants Atos the right to acquire Siemens IT Solutions and Services in exchange for 12.5 million newly issued shares in Atos with a five-year lock-up commitment, a five-year convertible bond of €250 million and a cash payment of €186 million with a total value of €850 million at the time of announcement. The final value of the consideration will depend on the price of Atos shares and the bond value at closing. Furthermore, Siemens will provide extensive support in order to foster the company’s business success including, among others, up to €250 million to the integration and training costs and further protections and guarantees. Related to the transaction is a seven-year outsourcing contract worth around €5.5 billion, under which Atos would provide managed services and systems integration to Siemens. On February 1, Atos exercised the option and signed a final binding agreement to acquire Siemens IT Solutions and Services. Pending certain closing conditions, including receipt of the necessary approvals from regulatory authorities and governing bodies of Atos, closing of the transaction is expected in the fourth quarter of fiscal 2011.
Siemens expects the transaction and related activities to have a substantial negative earnings impact primarily in the first half of fiscal 2011, within a mid- to high-triple-digit million euro range, depending, beyond others, on the final value of the consideration at closing.”
8. On page 159 of the Prospectus, the section “Significant change in the Financial or Trading Position of the Siemens Group", is deleted in its entirety and replaced by the following:
“Significant change in the Financial or Trading Position of the Siemens Group
There is no significant change, other than what has been mentioned in this Prospectus, in the financial or trading position of the Siemens group since December 31, 2010, the end of the last financial period for which interim financial information has been published.”
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9. On page 168 of the Prospectus, in the section “Administration, Management, and Supervisory Bodies”, the following:
“The business of SCC is managed under the direction of three or more members of its Board of Managers who presently are:
1. Hans-Peter Rupprecht, Head of Treasury & Investment Management of Siemens Financial Services GmbH and Corporate Treasurer of Siemens AG
2. Klaus P. Stegemann, Chief Financial Officer of Siemens Corporation
3. Roland Chalons-Browne, CEO of Siemens Financial Services GmbH
The management of SCC is formed by the officers appointed as such. As at the date of this Prospectus, the officers of SCC are:
1. Gerard A. Halpin, III, President and Chief Executive Officer
2. Harald Strobl, Senior Vice President, Treasurer and Controller
3. Matthias Plenio, Senior Vice President, Chief Operating Officer, and Director of Cash Management
4. Joseph R. Accardi, Vice President, Assistant Secretary and Assistant Controller
5. Guido L. Petruzzelli, Vice President (Risk Management)
6. Nicola T. Bates, Vice President (Risk Management)
7. Patricia Haveland, Vice President (Pension Fund Management)
8. Douglas Schoch, Vice President (Working Capital Finance)
9. Jonathan P. Falk, Secretary and General Counsel
10. Beverly Pacansky, Assistant Secretary (Tax Purposes)”
shall be deleted and replaced by the following:
“The business of SCC is managed under the direction of three or more members of its Board of Managers who presently are:
1. Hans-Peter Rupprecht, Chief Executive Officer of Siemens Treasury GmbH and Corporate Treasurer of Siemens AG
2. Klaus P. Stegemann, Chief Financial Officer of Siemens Corporation
3. Roland Chalons-Browne, Chief Executive Officer of Siemens Financial Services GmbH
The management of SCC is formed by the officers appointed as such. As of December 7, 2010, the officers of SCC are:
1. Gerard A. Halpin, III, President and Chief Executive Officer
2. Harald Strobl, Senior Vice President, Chief Financial Officer and Controller
5 3. Matthias Plenio, Senior Vice President, Chief Operating Officer
4. Joseph R. Accardi, Vice President, Assistant Secretary and Assistant Controller
5. Guido L. Petruzzelli, Vice President (Risk Management)
6. Nicola T. Bates, Vice President (Risk Management)
7. Patricia Haveland, Vice President (Pension Fund Management)
8. Douglas Schoch, Vice President (Working Capital Finance)
9. Jonathan P. Falk, Secretary and General Counsel
10. Robert Mignella, Assistant Secretary
11. Beverly Pacansky, Assistant Secretary (Tax Purposes)
12. Barbara Greenberg, Compliance Officer”
10. On page 171 of the Prospectus, in the section “Administration, Management, and Supervisory Bodies”, the following:
“As at July 1, 2009 the members of the Supervisory Board are:
1. Hans-Peter Rupprecht, chairman, Head of Treasury & Investment Management of Siemens Financial Services GmbH and Corporate Treasurer of Siemens AG
2. Patrick P. de Royer-Dupré, Chief Financial Officer of Siemens Nederland N.V.
3. Ben G. Trompert, chairman of the Supervisory Board of Stichting Pensioenfonds Siemens”
shall be deleted and replaced by the following:
“As at January 14, 2011 the members of the Supervisory Board are:
1. Hans-Peter Rupprecht, chairman, Chief Executive Officer of Siemens Treasury GmbH and Corporate Treasurer of Siemens AG
2. Dr. Hans Bernhöft, Chief Financial Officer of Siemens Treasury GmbH
3. Ben G. Trompert, chairman of the Supervisory Board of Stichting Pensioenfonds Siemens”
11. On page 172 of the Prospectus, in the section “Audit Committee” the following:
“1. Hans-Peter Rupprecht, chairman, Head of Treasury & Investment Management of Siemens Financial Services GmbH and Corporate Treasurer of Siemens AG
2. Patrick P. de Royer-Dupré, Chief Financial Officer of Siemens Nederland N.V.
3. Ben G. Trompert, chairman of the Supervisory Board of Stichting Pensioenfonds Siemens”
shall be deleted and replaced by the following:
“1. Hans-Peter Rupprecht, chairman, Chief Executive Officer of Siemens Treasury GmbH and Corporate Treasurer of Siemens AG
6 2. Dr. Hans Bernhöft, Chief Financial Officer of Siemens Treasury GmbH
3. Ben G. Trompert, chairman of the Supervisory Board of Stichting Pensioenfonds Siemens”
12. On page 188 of the Prospectus, in Part K: “Documents Incorporated by Reference”, the first sentence in item (5) shall be replaced by the following:
“Extracted from the Company Annual Report 2008 of Siemens Financieringsmaatschappij N.V., extracted from the Annual Report 2009, and extracted from the Annual Report 2010, as well as the respective Independent Auditors´ report;”
13. On page 188 of the Prospectus, in Part K: “Documents Incorporated by Reference”, at the end of item (5) the following paragraph:
“Preliminary unaudited Financial Statements for fiscal year ending September 30, 2010 (in accordance with IFRS, to be adopted by the shareholder December 17th, 2010) — Independent Auditors´ report p. 40 to 41 Statement of Comprehensive Income p. 7 Statement of Financial Position p. 8 Statement of Cash Flows p. 9 to 10 Statement of Changes in Equity p. 11 Notes to the Financial Statements p. 12 to 39”
shall be replaced by the following:
“Audited Financial Statements for fiscal year ending September 30, 2010 (in accordance with IFRS) — Independent Auditors´ report p. 40 to 41 — Statement of Comprehensive Income p. 7 — Statement of Financial Position p. 8 — Statement of Cash Flows p. 9 to 10 — Statement of Changes in Equity p. 11 — Notes to the Financial Statements p. 12 to 39”
14. On page 188 of the Prospectus, in Part K: “Documents Incorporated by Reference”, after item (8) the following item (9) shall be inserted:
“(9) Extracted from the unaudited Interim Report of the Siemens Group for the first quarter of fiscal year 2011 in accordance with § 37x(3) of the German Securities Trading Act (“WpHG”) ending December 31, 2010;”
— Review Report p. 53 — Condensed Interim Consolidated Financial Statements — Consolidated Statements of Income p. 28 — Consolidated Statements of Comprehensive Income p. 29 — Consolidated Statements of Financial Position p. 30 — Consolidated Statements of Cash Flow p. 31 — Consolidated Statements of Changes in Equity p. 32 to 33 — Notes p. 34 to 52”
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