Siemens Aktiengesellschaft
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As filed with the Securities and Exchange Commission on November 27, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2013 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 1-15174 Siemens Aktiengesellschaft Federal Republic of Germany (Jurisdiction of incorporation or organization) Wittelsbacherplatz 2 80333 Munich Federal Republic of Germany Telephone: +49 (89) 636-00 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered American Depositary Shares, each representing one Common Share, no par value New York Stock Exchange Common Shares, no par value* New York Stock Exchange * Listed, not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each of the issuer’s classes of capital or common stock as of September 30, 2013: 843,002,405 common shares, no par value. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Not applicable ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ‘ No ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ‘ International Financial Reporting Standards as issued Other ‘ by the International Accounting Standards Board È If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ‘ Item 18 ‘ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È FORWARD-LOOKING STATEMENTS This document contains statements related to our future business and financial performance and future events or developments involving Siemens that may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements may be identified by words such as “expects,” “looks forward to,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “project” or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of Siemens’ management, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens’ control, affect Siemens’ operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or anticipated on the basis of historical trends. These factors include in particular, but are not limited to, the matters described in Item 3: Key information—Risk factors. Further information about risks and uncertainties affecting Siemens is included throughout this annual report on Form 20-F and in our other filings with the SEC, which are available on the Siemens website, www.siemens.com, and on the SEC’s website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of Siemens may vary materially from those described in the relevant forward-looking statement as being expected, anticipated, intended, planned, believed, sought, estimated or projected. Siemens neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated. In this Form 20-F, references to “we,” “us,” “our,” “Company,” “Siemens” or “Siemens AG” are to Siemens Aktiengesellschaft and, unless the context otherwise requires, to its consolidated subsidiaries. Throughout this Form 20-F, whenever a reference is made to our Company’s website, such reference does not incorporate information from the website by reference into this annual report. Due to rounding, numbers presented throughout this Form 20-F may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. i TABLE OF CONTENTS Page PART I Item 1 : Identity of directors, senior management and advisers ............................... 1 Item 2 : Offer statistics and expected timetable ............................................ 1 Item 3 : Key information ............................................................. 1 Selected consolidated financial and statistical data ................................ 1 Dividends ................................................................ 2 Exchange rate information ................................................... 2 Risk factors ............................................................... 3 Item 4 : Information on the Company ................................................... 12 Overview ................................................................ 12 Strategy .................................................................. 13 Portfolio activities .......................................................... 14 Description of business ...................................................... 16 Employees and labor relations ................................................ 30 Environmental matters ...................................................... 30 Environmental portfolio ..................................................... 32 Property ................................................................. 34 Intellectual property ........................................................ 35 Research and development ................................................... 35 Supply chain management ................................................... 39 Legal proceedings .......................................................... 40 Item 4A : Unresolved staff comments .................................................... 47 Item 5 : Operating and financial review and prospects ...................................... 47 Introduction .............................................................. 47 Business and economic environment ........................................... 48 Fiscal 2013 compared to fiscal 2012 ........................................... 59 Fiscal 2012 compared to fiscal 2011 ........................................... 72 Reconciliation to adjusted EBITDA (continuing operations) ........................ 86 Liquidity and capital resources ................................................ 88 Net assets position ......................................................... 105 Subsequent events .......................................................... 108 Report on expected developments ............................................. 108 Critical accounting estimates ................................................. 116 Recent accounting pronouncements ............................................ 118 Supplemental financial measures .............................................. 118 Item 6 : Directors, senior management and employees ...................................... 132 Management .............................................................. 132 Compensation report ........................................................ 137 Stock-based