Interim / Quarterly Report • Nov 5, 2014
Interim / Quarterly Report
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HALF-YEAR FINANCIAL REPORT (Half-year ended 30 September 2014)
This document is a free translation of the French language original version
| Management report on condensed interim consolidated financial statements, half year ended 30 September 2014 |
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| Condensed interim consolidated financial statements, half-year ended 30 September 2014 |
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| Statutory auditor's review report on the interim financial information |
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| Responsibility statement of the person responsible for the half-year financial report | Page [79] |
French Société anonyme with a share capital of €2,165,651,950 3 avenue André Malraux – 92300 Levallois-Perret (France) Tel. : +33 (0)1 41 49 20 00 RCS : 389 058 447 Nanterre www.alstom.com
Management report on condensed interim consolidated financial statements Half-year ended 30 September 2014
The following half-year report shall be read in conjunction with the condensed interim consolidated financial statements for the half-year ended 30 September 2014 and the Company's Registration Document for fiscal year 2013/14 filed with the French Autorité des marchés financiers on 20 May 2014.
On 26 April 2014, the Board of Directors of ALSTOM (the "Company") received from General Electric (GE) an offer, countersigned by Alstom on 29 April 2014, and updated by GE on 20 June 2014, to acquire its Energy activities. On June 20, 2014, the Board of Directors of the Company has unanimously decided to issue a positive recommendation on the GE's offer.
GE would acquire the Thermal Power, Renewable Power and Grid activities as well as central and shared services (legal entities ALSTOM and ALSTOM Holdings would not be disposed) (the "Energy Business") for a committed fixed price of €12.35 billion (the "Transaction"), pursuant to a master agreement (the "Master Agreement") to be entered into between GE and Alstom. By taking over Alstom's Energy activities, GE undertakes to take on all assets as well as all liabilities and risks exclusively or predominantly associated with the Energy Business. In the context of the Transaction, Alstom would not give any representations and warranties in respect of the Energy Business other than standard and very limited legal representations and warranties and will get indemnified by GE for any liability pertaining to the Energy Business which Alstom may incur after closing of the Transaction. Cross-indemnification and asset reallocation ('wrong pocket') mechanisms have been established to ensure that assets – and liabilities – associated with the Energy activities being sold are indeed transferred to – and assumed by – GE.
The completion of the Transaction is subject to a limited number of conditions precedent, which essentially cover works council consultation, receipt of authorizations required from a regulatory and merger control standpoint. However, once the authorizations relating to entities being sold, which account for at least 85% of the turnover of all the entities subject to the sale, including authorizations in certain key countries, have been obtained, the parties may complete the Transaction, with the remainder to be transferred in successive stages.
In the framework of the acquisition of Energy activities by GE, three alliances would be created:
The investment by Alstom in these alliances would amount to approximately € 2.6 billion and would reduce the cash proceeds for the Energy businesses, according to the way in which the jointventures will be set up and which has evolved since 20 June 2014. The joint venture companies would be accounted for under equity method in Alstom's consolidated financial statements.
GE would sell Alstom 100% of its signalling business, with sales of ca. \$500 million in 2013 and 1,200 employees, and the companies would sign several collaboration agreements including a service agreement for GE locomotives outside of the United States, R&D, sourcing and manufacturing and commercial support in the United States.
On 4 November 2014, on conclusion of the information-consultation procedure with personnel representative bodies, the Board of Directors of the Company approved the signing of the Master Agreement and it is contemplated that Alstom and GE execute the Master Agreement on 4 November 2014.
The application for the approval of the Transaction under Article L. 151-3 of the Monetary and Financial Code relating to foreign investments in France has been filed by GE on 1 October 2014.
In accordance with the AFEP-Medef code, the Transaction will be submitted for approval to the shareholders during an Extraordinary General Meeting. Bouygues, a 29.3% shareholder of Alstom, has indicated that it will support the recommendation of the the Company's Board of Directors. Closing of the transaction is expected during the first semester 2015.
Should this Transaction be completed, Alstom would refocus on its fully owned Transport activities and on its Energy joint ventures with GE.
Following the different decisions and approvals obtained, and taking into consideration the expected effective closing of the transaction, Alstom considers that the conditions are met for the application of IFRS 5 – Non-current assets held for sale and discontinued operations to the Energy activities; in
the condensed interim consolidated financial statements, Thermal Power, Renewable Power and Grid activities are reported in the income statement and in the statement of cash flows as discontinued operations.
For more details on the consequences of the deal on the condensed interim consolidated financial statements as well as the adjustments made on data published in the 2013/14 Annual Report, please refer to Note 3 and Note 4 to the condensed interim consolidated financial statements for the half-year ended 30 September 2014.
The Auxiliary components business was part of the Steam business within Thermal Power and was active both in the new equipment market and aftermarket services across three product lines : air preheaters and gas-gas heaters for thermal power plants, heat transfer solutions for a variety of petrochemical and industrial processes, and grinding mills for diversified industrial applications.
The sale of the Auxiliary components business to Triton, a leading European investment firm, was completed on 29 August 2014. The business was sold for an Enterprise Value of around €730 million as part of the non-core asset disposal programme announced by Alstom in November 2013.
The Auxiliary components business being part of Thermal Power, it is part of the planned transaction with GE. As a consequence, the Group presents all impacts regarding this disposal on the line "Net profit from discontinued operations" of the income statement.
In compliance with IFRS 5, Thermal Power, Renewable Power and Grid activities have been reported in Alstom's condensed interim consolidated financial statements as discontinued operations; they are therefore not included in orders, sales, Income from Operations and are reported under the "Net income – discontinued operations" line.
During the first half of fiscal year 2014/15, Alstom booked €6,407 million of orders received, more than twice the level of the same period last year on an organic basis. This record performance mainly came from a jumbo contract booked in South Africa for around €4 billion. On 30 September 2014, the Group had a strong backlog of €26.9 billion, representing 53 months of sales.
Alstom's consolidated sales were up by 13% on an organic basis, amounting to €3,056 million, fuelled by deliveries in France, Germany and Italy.
During the first half of fiscal year 2014/15, the income from operations (including corporate costs) grew at €152 million, versus €126 million for the same period last year. The operating margin increased at 5.0% for the first half of fiscal year 2014/15, compared to the 4.7% level of last fiscal year.
Impacted by heavy restructuring costs and high transitory financial expenses, Net profit from Continuing operations (Group share) amounted to €29 million in the first half of fiscal year 2014/15. Net profit from Discontinued operations (Group share) reached €226 million. The Net profit (Group share) amounted to €255 million in the first half of fiscal year 2014/15, compared to €375 million for the same period last year.
Due to lower sales in Energy impacting progress payments and adverse cash profile of some projects over the period, the Group's free cash flow was negative at €(1,376) million compared to €(503) million during the first half of fiscal year 2013/14.
Despite the disposal of the business auxiliary components, the negative free cash flow generated an increase of the Group's net financial debt which stood at €(3,896) million on 30 September 2014 compared to €(3,038)1 million on 31 March 2014 and €(3,333)1 million on 30 September 2013.
On 30 September 2014, Alstom had a cash and cash equivalent position of €1,027 million, as well as an undrawn available credit line of €1.350 billion.
1 Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11
During the first half of fiscal year 2014/15, Alstom invested €51 million in research and development (excluding capitalisation and amortisation), notably for the development of the Urbalis™ Fluence signalling solution and the CITADIS™ Spirit light rail vehicle intended to North American market. In September 2014, Alstom Transport announced several major innovations focusing on three main goals: enhance passenger experience, encourage proximity with its customers and reduce life cycle costs:
In May 2014, Alstom had already introduced, jointly with the Association of French Regions (ARF) and SNCF, the new CORADIA™ Polyvalent, as the next-generation regional trains which are gradually entering into service in the French Regions. These trains are designed to combine efficiency, economic performance and environmental protection while suiting each Region's needs. So far, over 200 CORADIA™ Polyvalent trains have been ordered by 12 French Regions.
1 European Rail Traffic Management System
During the first half of fiscal year 2014/15, Alstom Transport invested €34 million in capital expenditures (excluding capitalised development costs) to strengthen its positions in growing markets and modernise its facilities in developed countries.
In South America, the installation of the tramway manufacturing line in Brazil has progressed. In India, the Sector invested in the development of its signalling centre located in Bangalore.
In Europe, Transport invested in the modernisation of its manufacturing facilities, in particular in France, Italy and Germany.
In South Africa, Alstom Transport entered into a joint venture, Gibela, with local shareholders to deliver one of the biggest projects in rail transport worldwide. Led by Alstom, Gibela will deliver 600 commuter trains to PRASA (Passenger Rail Agency of South Africa) and provide technical support and supply of spare parts over an 18-year period. The company will establish a manufacturing facility in Dunnottar near Johannesburg.
In Russia, the 2ES5 freight locomotive, jointly produced by Alstom and Transmashholding (TMH), obtained the certification, confirming its compliance with Russian mandatory safety norms. In addition, Alstom also signed in July 2014 an important Memorandum of Understanding with Russian Railways (RZD) to conduct railway projects on the international market using their joint expertise.
During the first half of 2014/15, Alstom continued its focus on EHS. The Group showed a good trend in most of the indicators concerning its environmental performance of operations. The Group is also maintaining its effort on the "Alstom Zero Deviation Plan". This programme targets higher-risk activities for employees and contractors in workshops, factories, test facilities and construction sites.
The CSR organisation has developed some action plans to increase Sustainable Development mindset among employees and managers. Communication with rating agencies has been efficient, allowing Alstom to maintain the DJSI1 World & Europe and in the CDLI2 for French companies, respectively for the fourth and third consecutive years.
Alstom Foundation supported over the last semester a batch of projects to favour access to primary education in emerging countries. In June, the Board of the Foundation approved 20 new projects; among them, some projects focused on access to education have been selected in different countries such as Mexico, India and South Africa.
1 Dow Jones Sustainability Index (DJSI)
2 Carbon Disclosure Leadership Index (CDP France report 2014)
Following the different decisions and approvals obtained, and taking into consideration the expected effective closing of the Energy transaction, Alstom considers that the conditions are met for the application of IFRS 5 – Non-current assets held for sale and discontinued operations. In the condensed interim consolidated financial statements, the activities being disposed are reported in the income statement and in the statement of cash flows as discontinued operations.
For more details on the consequences of the deal on the condensed interim consolidated financial statements as well as the adjustments made on data published in the 2013/14 Annual Report, please refer to Note 3 and Note 4 to the condensed interim consolidated financial statements for the half-year ended 30 September 2014.
| in € million | Half Year ended | Half Year ended | % Variation Sept. 14 / Sept. 13 |
|
|---|---|---|---|---|
| 30 Sep temb er 2014 | 30 Sep temb er 2013 * | Actual | Organic | |
| Order Backlog | 26,933 | 22,638 | 19% | 17% |
| Orders Received | 6,407 | 2,741 | 134% | 136% |
| Sales | 3,056 | 2,702 | 13% | 13% |
| Income from operations | 152 | 126 | 21% | 17% |
| Operating Margin | 5.0% | 4.7% | ||
| EBIT | 63 | 105 | (40%) | |
| Net Profit from continuing operations - Group share | 29 | 105 | (72%) | |
| Net Profit from discontinued operations - Group share | 226 | 270 | (16%) | |
| Net Profit - Group share | 255 | 375 | (32%) | |
| Free Cash Flow - Group | (1,376) | (503) | ||
| Capital Employed | 2,148 | NA | ||
| Net Cash/(Debt) | (3,896) | (3,333) | ||
| Headcount ** | 89,868 | 93,460 |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
** Headcount are Group figures
| Total Group | Half year ended 30 Septemb er 2014 | ||||
|---|---|---|---|---|---|
| Actual figures, in € million |
Europe | Americas | Asia/Pacific | Middle East/Africa |
Total |
| Orders Received | 803 | 311 | 470 | 4,823 | 6,407 |
| % of contrib | 13% | 5% | 7% | 75% | 100% |
| Sales | 2,166 | 381 | 197 | 312 | 3,056 |
| % of contrib | 71% | 13% | 6% | 10% | 100% |
| Headcount ** | 51,623 | 15,718 | 4,423 | 18,104 | 89,868 |
| % of contrib | 57% | 17% | 5% | 20% | 100% |
| Total Group | Half year ended 30 Septemb er 2013* | ||||
|---|---|---|---|---|---|
| Actual figures, in € million |
Europe | Americas | Asia/Pacific | Middle East/Africa |
Total |
| Orders Received | 1,526 | 745 | 177 | 293 | 2,741 |
| % of contrib | 56% | 27% | 6% | 11% | 100% |
| Sales | 1,887 | 381 | 227 | 207 | 2,702 |
| % of contrib | 70% | 14% | 8% | 8% | 100% |
| Headcount ** | 53,613 | 16,382 | 19,205 | 4,260 | 93,460 |
| % of contrib | 57% | 17% | 21% | 5% | 100% |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
** Headcount are Group figures
Over the current year, Alstom sales are expected to grow at a high single digit and the operating margin (after corporate costs) to exceed 5%. Free cash flow from continued operations (before tax and financial cash-out) should be positive over the full-year.
Group global free cash flow is expected to be significantly positive in the second half.
For the medium term, sales are expected to grow at over 5% per year organically, and the operating margin should gradually improve within the 5-7% range. Free cash flow is expected to be in line with net income before Energy activities results with possible volatility on short periods.
The following table presents key performance indicators for Transport:
| Transport | % Variation | |||
|---|---|---|---|---|
| Actual figures | Half year ended | Half year ended | Sept. 14 / Sept. 13 | |
| in € million | 30 Septemb er 2014 | 30 Septemb er 2013* | Actual | Organic |
| Order backlog | 26,822 | 22,571 | 19% | 17% |
| Orders received | 6,404 | 2,738 | 134% | 136% |
| Sales | 3,041 | 2,683 | 13% | 14% |
| Income from operations | 167 | 144 | 16% | 13% |
| Operating margin | 5.5% | 5.4% | ||
| EBIT | 93 | 131 | (29%) | |
| Capital Employed | 2,096 | ** 1,957 |
7% |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
** Published figures
Orders received by Transport during the first half of fiscal year 2014/15 increased by 136% on an organic basis compared to the same period of last fiscal year, at €6,404 million. This record high performance was fuelled by a contract signed with PRASA in South Africa for around €4 billion.
Additionally, orders were boosted by a strong demand for urban transportation including large tramway contracts in Qatar and in Algeria as well as a large one in Australia to deliver fullyautomated METROPOLIS™ train sets to the city of Sydney. Finally, signalling business was active as Transport won a contract to supply signalling equipment and the associated maintenance for Spain's new north-west high speed line.
| Transport | % Variation | |||||
|---|---|---|---|---|---|---|
| Half yeard ended | % of | Half yeard ended | % of | Sept. 14 / Sept. 13 | ||
| Actual figures, in € million | 30 Septemb er 2014 | contrib | 30 Septemb er 2013* contrib | Actual | Org. | |
| Europe | 800 | 13% | 1,523 | 56% | (47%) | (48%) |
| Americas | 311 | 5% | 745 | 27% | (58%) | (57%) |
| Asia/Pacific | 470 | 7% | 177 | 6% | 166% | 175% |
| Middle East/Africa | 4,823 | 75% | 293 | 11% | 1,546% | 1,540% |
| Orders b y destination | 6,404 | 100% | 2,738 | 100% | 134% | 136% |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
At €800 million, Europe accounted for 13% of the orders received by Transport in the first half of fiscal year 2014/15, including a large contract awarded in Spain to supply a signalling system and the associated maintenance for the country's new north-west high-speed line. In France, SNCF exercised an option for the delivery of additional CITADIS DUALIS™ for the Ile-de-France region. Additionally, Transport was chosen to provide an ERTMS security system for 450 trains in Belgium and was awarded a contract to overhaul a fleet of PENDOLINO™ trains in Italy. Orders received during the same period last year included an option for very high speed trains and contracts for intercity trains and tramways in France.
Orders received in Americas decreased by 57% on an organic basis at €311 million in the first half of fiscal year 2014/15. A large re-signalling contract in Canada was registered meanwhile, during the same period last year, orders received were mainly driven by a major long-term maintenance contract for CITADIS™ Spirit light rail trains in Ottawa. In addition, Latin America was driven by maintenance and renovation contracts signed in Chile, Brazil and Panama.
In Asia/Pacific, orders received increased by 175% on an organic basis, at €470 million in the first half of fiscal year 2014/15. The Sector notably signed a major contract in Australia to supply the city of Sydney with 22 fully-automated METROPOLIS™ trainsets as well as signalling equipment. Transport was also awarded a contract in India to supply metro cars to the city of Kochi and a number of signalling and traction contracts in China.
Middle East/Africa accounted for 75% of the Sector's total orders received in the first half of fiscal year 2014/15 with €4,823 million recorded. It includes the jumbo rail contract awarded by PRASA in South Africa to supply X'TRAPOLIS Mega™ commuter trains as well as the technical support and supply of spare parts over an 18-year period. In addition, Transport signed a large contract in Qatar to supply the city of Lusail with a fully integrated tramway system including 35 CITADIS™ vehicles. In Algeria, the Sector was selected for the supply of a tramway system for the city of Setif.
| Country | Description |
|---|---|
| Algeria | Tramway system for Setif |
| Supply of 22 six-car fully-automated METROPOLIS™ trainsets and the CBTC |
|
| Australia | (Communications Based Train Control) signalling system |
| Belgium | ERTMS security system for 449 trains |
| Canada | Toronto Union Station re-signalling |
| France | Supply of 15 CITADIS DUALIS™ for the Ile-de-France region |
| India | Supply of 144 metro cars to the city of Kochi |
| Italy | Overhaul of a fleet of PENDOLINO™ trains |
| South Africa | Supply of 600 X'TRAPOLIS Mega™ commuter trains (3,600 cars) over a |
| period of 10 years and the associated maintenance for a period of 18 years | |
| Spain | Supply its ERTMS Level 2 signalling system and the associated maintenance |
| for a period of 20 years for Spain's new north-west high-speed line | |
| Qatar | Design, manufacturing, commissioning and servicing of 35 CITADIS™ |
| tramways, power supply equipment, signaling and trackworks |
The Transport Sector received the following major orders during the first half of fiscal year 2014/15:
Transport sales reached €3,041 million during the first half of fiscal year 2014/15. On an organic basis, sales increased by 14%, supported by the execution of the large contracts booked in Germany and Italy over the last two financial years, and by the growth in Middle East/Africa.
| Transport | % Variation | |||||
|---|---|---|---|---|---|---|
| Half yeard ended | % of | Half yeard ended | % of | Sept. 14 / Sept. 13 | ||
| Actual figures, in € million | 30 Septemb er 2014 | contrib | 30 Septemb er 2013* contrib | Actual | Org. | |
| Europe | 2,161 | 71% | 1,882 | 70% | 15% | 14% |
| Americas | 381 | 13% | 368 | 14% | 4% | 7% |
| Asia/Pacific | 197 | 6% | 227 | 8% | (13%) | (12%) |
| Middle East/Africa | 302 | 10% | 206 | 8% | 47% | 48% |
| Sales b y destination | 3,041 | 100% | 2,683 | 100% | 13% | 14% |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
During the first half of fiscal year 2014/15, Transport sales in Europe reached €2,161 million, an increase of 14% on an organic basis, mainly due to progress made on intercity trains, suburban trains and very high speed trains contracts booked in France, Germany and Italy during the last two years. Major milestones were also traded on a large maintenance contract for PENDOLINO™ high-speed trains in the United Kingdom, high-speed trains were delivered in Poland and locomotives were traded in Kazakhstan. The region accounted for 71% of the Sector's sales during the period.
In Americas, Transport's sales amounted to €381 million, sustained by the supply of parts and signalling products in the United States of America and by metro deliveries in Canada. Sales in Latin America increased notably with the delivery of metro trainsets to the cities of Porto Alegre and Rio de Janeiro in Brazil, and the progress on metro systems for Venezuela and Panama.
In Asia/Pacific, Transport recorded €197 million of sales during fiscal year 2014/15, 12% below the level of last year on an organic basis. The level of activity was sustained in China and in East Asia, and production of X'TRAPOLIS™ trains for Australia ramped up, meanwhile sales of the first half of fiscal year 2013/14 were boosted by the progress made on the Chennai metro contract in India.
Driven by the delivery of very-high speed trains to Morocco, CITADIS™ tramways to United Arab Emirates and by the first milestones of the Riyadh metro contract, sales in Middle East/Africa reached €302 million, a 48% increase compared to the first half of fiscal year 2013/14, representing 10% of the Sector's sales during the first half of fiscal year 2014/15.
Transport's income from operations was €167 million for the first half of fiscal year 2014/15, 16% above the level of the same period last fiscal year. Operating margin slightly increased from 5.4% to 5.5% thanks to the volume growth and the progressive implementation of the performance plan "d2e", partly offset by ramp up costs in new platforms.
Corporate and Others comprise corporate costs which are not part of the transaction with General Electric as well as some Thermal Power, Renewable Power and Grid units which are not part of the transaction and which contribute not significantly to the Group results.
Moreover, in order to present relevant financial information, the Group has done a preliminary allocation of the Corporate costs (external costs, legal costs…) and liabilities (provisions for litigations) between continuing operations and discontinued operations in accordance with agreements negotiated with GE which will be finalized during the closing of the transaction.
The following table presents the key figures for Corporate and Others:
| New Corp orate & Others | ||
|---|---|---|
| Half year ended | Half year ended | |
| in € million | 30 Sep temb er 2014 | 30 Sep temb er 2013* |
| Order backlog | 111 | 67 |
| Orders received | 3 | 3 |
| Sales | 15 | 19 |
| Income from operations | (15) | (18) |
| EBIT | (30) | (26) |
| Capital Employed | 52 | NA |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
On June 20, 2014, the Board of Directors of Alstom decided to issue a positive recommendation to General Electric's offer to acquire the Thermal Power, Renewable Power and Grid activities, as well as corporate and shared services ("Energy"). This Energy transaction is reported in Alstom's condensed interim consolidated financial statements as a discontinued operation.
The following table presents the key performance indicators of Energy for the half year 2014/15:
| Energy | % Variation | |||
|---|---|---|---|---|
| Actual figures | Half year ended | Half year ended | Sept. 14 / Sept. 13 | |
| in € million | 30 Septemb er 2014 | 30 Septemb er 2013* | Actual | Organic |
| Order backlog | 28,823 | 27,786 | 4% | 4% |
| Orders received | 6,379 | 6,537 | (2%) | 0% |
| Sales | 6,320 | 6,925 | (9%) | (6%) |
| Income from operations | 438 | 556 | (21%) | (37%) |
| Operating margin | 6.9% | 8.0% | ||
| EBIT | 526 | 499 | 5% | |
| Capital Employed | 6,931 | NA |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
During the first half of fiscal year 2014/15, Energy recorded €6,379 million of orders received, stable compared to the level of last year on an organic basis. Energy orders were fuelled by a contract signed in Mexico for the supply and maintenance of a GT24™ turbine, the booking of several contracts in Brazil for the delivery of wind turbines and by large HVDC contracts in Asia and North America.
Energy received the following major orders during this period:
| Description |
|---|
| Supply of 4x175 MW Hydro turbines |
| Delivery of 127 ECO 100, ECO 110 & ECO 122 Wind Turbines |
| Turnkey contract for an HVDC solution |
| Phase 2 of 800 kV Champa–Kurukshetra UHVDC link |
| Supply, operation and maintenance of a GT24™ turbine |
| HVDC Line Commutated Converter (LCC) |
| Supply of 2x660 MW Boiler and Turbine Generator |
Sales booked by Energy during the first half of fiscal year 2014/15 decreased by 6% on an organic basis compared to the same period of last year, reaching €6,320 million. Despite the ramp up of the execution of wind contracts in Brazil, Energy was impacted by low bookings in previous period.
Lower sales and some one-offs in wind impacted the Energy's income from operations, which reached €438 million compared to €556 million during the same period last year. The operating margin stood at 6.9% versus 8.0% last year.
In compliance with IFRS 5, the Group has applied the following specific measurements which impact the consolidated financial statements:
The current accounting impacts of the planned Energy transaction are based on the GE offer and related agreements and reflect management current best estimate. They will be finalized as part of the transaction closing, expected to occur in 2015 first semester.
For more details on the consequences of the deal on the condensed interim consolidated financial statements as well as the adjustments made on data published in the 2013/14 Annual Report, please refer to Note 3 and Note 4 to the condensed interim consolidated financial statements for the half-year ended 30 September 2014.
Free cash flow is defined as net cash provided by operating activities less capital expenditures including capitalised development costs, net of proceeds from disposals of tangible and intangible assets. In particular, free cash flow does not include the proceeds from disposals of activity.
The most directly comparable financial measure to free cash flow calculated and presented in accordance with IFRS is net cash provided by operating activities.
A reconciliation of free cash flow and net cash provided by operating activities is presented below:
| Total Group | ||
|---|---|---|
| Half year ended | Half year ended | |
| in € million | 30 Sep tember 2014 | 30 Sep tember 2013* |
| Net cash provided b y operating activities | (1,065) | (153) |
| Of which operating flows provided / (used) by discontinued operations | (983) | (178) |
| Capital expenditure (including capitalized development costs) | (320) | (360) |
| Proceeds from disposals of tangible and intangible assets | 9 | 10 |
| Free Cash Flow | (1,376) | (503) |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
Alstom uses the free cash flow both for internal analysis purposes as well as for external communication as the Group believes it provides accurate insight regarding the actual amount of cash generated or used by operations.
Due to lower sales in Energy impacting progress payments and adverse cash profile of some projects over the period, the free cash flow stood at €(1,376) million.
The net cash/(debt) is defined as cash and cash equivalents, marketable securities and other current financial assets and non-current financial assets directly associated to liabilities included in financial debt, less financial debt.
Despite the disposal of the business auxiliary components, the negative free cash flow generated an increase of the Group's net financial debt which stood at €(3,896) million on 30 September 2014.
| Total Group | ||
|---|---|---|
| At 30 September | At 31 March | |
| in € million | 2014 | 2014* |
| Cash and cash equivalents | 1,027 | 2,276 |
| Marketable securities and other current financial assets | 52 | 26 |
| Financial non-current assets directly associated to financial debt |
373 | 364 |
| less: | ||
| Current financial debt | 1,181 | 1,297 |
| Non current financial debt | 4,167 | 4,407 |
| Net cash/(debt) | (3,896) | (3,038) |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11
The following table sets out selected figures concerning the consolidated statement of cash flows:
| Total Group | ||
|---|---|---|
| Half year ended | Year ended | |
| in € million | 30 September 2014 | 31 March 2014* |
| Net cash provided by operating activities before changes in net working capital |
249 | 923 |
| Changes in net working capital resulting from operating activities | (1,314) | (302) |
| Net cash provided by op erating activities | (1,065) | 621 |
| Of which operating flows provided / (used) by discontinued operations | (983) | 415 |
| Net cash used in or provided by investing activities | 284 | (879) |
| Of which investing flows provided / (used) by discontinued operations | 324 | (645) |
| Net cash used in financing activities | (141) | 551 |
| Of which financing flows provided / (used) by discontinued operations | (366) | 63 |
| Net (decrease)/increase in cash and cash equivalents | (922) | 293 |
| Cash and cash equivalents at the beginning of the period | 2,276 | 2,147 |
| Net effect of exchange rate variations | 62 | (142) |
| Other changes | (5) | (22) |
| Transfer to assets held for sale | (384) | |
| Cash and cash equivalents at the end of the period | 1,027 | 2,276 |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11
The Group had a cash and cash equivalents at €1,027 million at 30 September 2014 and a confirmed undrawn credit line of €1.35 billion.
Capital employed is defined as the closing position of goodwill, intangible assets, property, plant and equipment, other non-current assets (excluding prepaid pension benefits and financial non-current assets directly associated to financial debt) and current assets (excluding marketable securities and other current financial assets, and cash and cash equivalents) minus non-current provisions and current liabilities excluding current financial debt.
Capital employed by Sector and at Group level are presented in Note 5 to the Condensed Interim Consolidated Financial Statements as of 30 September 2014.
Capital employed is used both for internal analysis purposes as well as for external communication as it provides insight regarding the amount of financial resources employed by a Sector or the Group as a whole and the profitability of a Sector or the Group as a whole in regard to resources employed.
At the end of September 2014, capital employed reached €2,148 million, compared to €7,886 million at the end of March 2014, mainly due to IFRS 5 impacts and change in working capital.
| Total Group | ||
|---|---|---|
| At 30 Sep tember | At 31 March | |
| in € million | 2014 | 2014* |
| Non current assets | 3,421 | 13,152 |
| less deferred tax assets | (648) | (1,647) |
| less non-current assets directly associated to financial debt | (373) | (364) |
| less prepaid pension benefits | (20) | (22) |
| Capital employed - non current assets (A) | 2,380 | 11,119 |
| Current assets | 7,322 | 16,808 |
| less cash & cash equivalents | (1,027) | (2,276) |
| less marketable securities and other current financial assets | (52) | (26) |
| Capital employed - current assets (B) | 6,243 | 14,506 |
| Current liabilities | 7,421 | 18,326 |
| less current financial debt | (1,181) | (1,297) |
| plus non current provisions | 235 | 710 |
| Capital employed - liabilities (C) | 6,475 | 17,739 |
| Capital emp loyed (A)+(B)-(C) | 2,148 | 7,886 |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11
Figures presented in this section include performance indicators presented on an actual basis and on an organic basis. Figures given on an organic basis eliminate the impact of changes in scope of consolidation and changes resulting from the translation of the accounts into Euro following the variation of foreign currencies against the Euro.
The Group uses figures prepared on an organic basis both for internal analysis and for external communication, as it believes they provide means to analyse and explain variations from one period to another. However these figures are not measurements of performance under IFRS.
To prepare figures on an organic basis, the figures presented on an actual basis are adjusted as follows:
Figures on an organic basis are presented in the table shown next page.
| l Ha |
f y de d 3 ea r e n |
b e Se te 0 p m |
* r 2 01 3 |
l f y Ha ea r e n |
de d 3 Se te 0 p m |
b e r 2 01 4 |
|||
|---|---|---|---|---|---|---|---|---|---|
| Va Ac t. % r |
Va Or % r g |
||||||||
| l Ac tu a |
ha Ex c ng e |
Sc op e |
b le Co mp ar a |
l Ac tu a |
Sc op e |
ic Or g an |
/ Se t. 14 p |
/ Se t. 14 p |
|
| in i l l ion € m |
f ig ur es |
te ra |
im t p ac |
ig F ur es |
f ig ur es |
Im t p ac |
f ig ur es |
Se t. 1 3 p |
Se t. 1 3 p |
| Tra t ns p or |
22 57 1 , |
29 4 |
1 | 22 86 6 , |
26 82 2 , |
26 82 2 , |
19 % |
% 17 |
|
| he Co O te & t rp ora rs |
67 | 1 | - | 68 | 11 1 |
11 1 |
66 % |
63 % |
|
| de b a k log Or rs c |
22 63 8 , |
29 5 |
1 | 22 93 4 , |
26 93 3 , |
26 93 3 , |
19 % |
17 % |
|
| Tra t ns p or |
2, 73 8 |
( ) 23 |
1 | 2, 71 6 |
6, 40 4 |
6, 40 4 |
13 4% |
13 6% |
|
| Co O he & te t rp ora rs |
3 | ( ) 1 |
- | 2 | 3 | 3 | 0% | 50 % |
|
| de ive d Or Re rs ce |
2, 74 1 |
( ) 24 |
1 | 2, 71 8 |
6, 40 7 |
6, 40 7 |
13 4% |
13 6% |
|
| Tra t ns p or |
2, 68 3 |
( ) 7 |
1 | 2, 67 7 |
3, 04 1 |
3, 04 1 |
13 % |
14 % |
|
| he Co & O te t rp ora rs |
19 | ( ) 2 |
17 | 15 | 15 | ( ) 21 % |
( ) 12 % |
||
| les Sa |
2, 70 2 |
( ) 9 |
1 | 2, 69 4 |
3, 05 6 |
3, 05 6 |
13 % |
13 % |
|
| Tra t ns p or |
14 4 |
4 | - | 14 8 |
16 7 |
16 7 |
16 % |
13 % |
|
| he Co O te & t rp ora rs |
( ) 18 |
- | - | ( ) 18 |
( ) 15 |
( ) 15 |
( ) 17 % |
( ) 17 % |
|
| fro ion In Op t co me m er a s |
12 6 |
4 | - | 13 0 |
15 2 |
- | 15 2 |
21 % |
17 % |
| Tra t ns p or |
5.4 % |
5.5 % |
5.5 % |
5.5 % |
|||||
| he Co & O te t rp ora rs |
|||||||||
| in in Op t er a g ma rg |
4. 7% |
4. 8% |
5.0 % |
5.0 % |
|||||
| les Sa |
2, 70 2 |
( ) 9 |
1 | 2, 69 4 |
3, 05 6 |
- | 3, 05 6 |
13 % |
13 % |
| f s les Co t o s a |
( ) 2, 24 5 |
11 | 1 | ( ) 2, 23 3 |
( ) 2, 60 7 |
- | ( ) 2, 60 7 |
16 % |
17 % |
| R D e & xp en se s |
( ) 62 |
- | - | ( ) 62 |
( ) 51 |
( ) 51 |
( ) 18 % |
( ) 18 % |
|
| l l ing Se ex p en se s |
( ) 10 1 |
1 | ( ) 1 |
( ) 10 1 |
( ) 94 |
( ) 94 |
( ) 7% |
( ) 7% |
|
| in is ive dm A tra t ex p en se s |
( ) 16 8 |
1 | ( ) 1 |
( ) 16 8 |
( ) 15 2 |
( ) 15 2 |
( ) 10 % |
( ) 10 % |
|
| fro ion In Op t co me m er a s |
12 6 |
4 | - | 13 0 |
2 15 |
- | 2 15 |
21 % |
17 % |
*Figures have been restated as mentioned in Note 3 to the Condensed Financial Statements "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
Legal risks are described in Note 26 of the Condensed Interim Consolidated Financial Statements as of 30 September 2014. Financial risks (currency, credit, interest rate and liquidity) and their management are described in Note 24 of the Condensed Interim Consolidated Financial Statements as of 30 September 2014 and in Note 26 of the Consolidated Interim Financial Statements as of 31 March 2014 and the other risk factors are described in the Registration document for the fiscal year 2013/14 filed with the Autorité des marchés financiers on 20 May 2014.
In the United States of America, the U.S. Department of Justice (DoJ) began in 2010 investigations on subsidiaries of the Group relating to alleged potential violations of the Foreign Corrupt Practices Act. The Group is working diligently with the DoJ to answer questions and produce documents associated with the projects which are in the scope of the DoJ investigations in order to address any possible improper conduct. There are indications that settlement discussions could occur in the near term. However, at this stage, the Group is unable to predict their consequences and notably the level of fines it may receive.
ALSTOM, the Group's parent company, has no industrial or commercial activity and consequently its revenues include mainly fees invoiced to its subsidiaries for the use of the Alstom name, dividends and other financial income.
Net profit amounted to €99 million for the first half of fiscal year 2014/15, compared to €30 million for the first half of fiscal year 2013/14.
During the first semester of fiscal year 2014/15, there was no new significant transaction with related parties. Related parties are presented in Note 27 of the Condensed Interim Consolidated Financial Statements as of 30 September 2014.
Condensed interim consolidated financial statements Half-year ended 30 September 2014
| Half-year ended | Year ended | |||
|---|---|---|---|---|
| (in € million) | Note | 30 Septemb er 2014 | 30 Sep tember 2013* | 31 March 2014* |
| Sales | (5) | 3,056 | 2,702 | 5,726 |
| Cost of sales | (2,607) | (2,245) | (4,804) | |
| Research and development expenses | (6) | (51) | (62) | (122) |
| Selling expenses | (94) | (101) | (204) | |
| Administrative expenses | (152) | (168) | (328) | |
| Income from op erations | (5) | 152 | 126 | 268 |
| Other income | (7) | 4 | - | - |
| Other expense | (7) | (93) | (21) | (106) |
| Earnings before interest and taxes | (5) | 63 | 105 | 162 |
| Financial income | (8) | 71 | 42 | 64 |
| Financial expense | (8) | (127) | (111) | (223) |
| Pre-tax income | 7 | 36 | 3 | |
| Income tax charge | (9) | (11) | 30 | 94 |
| Share of net income of equity-accounted investments | (13) | 39 | 41 | 70 |
| Net p rofit from continuing op erations | (5) | 35 | 107 | 167 |
| Net profit from discontinued operations | (5) | 228 | 274 | 399 |
| NET PROFIT | 263 | 381 | 566 | |
| Net profit from continuing operations attributable to: | ||||
| - Equity holders of the parent | 29 | 105 | 160 | |
| - Non controlling interests | 6 | 2 | 7 | |
| Net profit from discontinued operations attributable to: | ||||
| - Equity holders of the parent | 226 | 270 | 396 | |
| - Non controlling interests | 2 | 4 | 3 | |
| Earnings per share (in €) | ||||
| - Basic earnings per share | (10) | 0.82 | 1.22 | 1.80 |
| - Diluted earnings per share | (10) | 0.82 | 1.20 | 1.78 |
| Earnings per share (in €) | ||||
| - Basic earnings per share from continuing operations | (10) | 0.09 | 0.34 | 0.52 |
| - Diluted earnings per share from continuing operations | (10) | 0.09 | 0.34 | 0.51 |
| Earnings per share (in €) | ||||
| - Basic earnings per share from discontinued operations | (10) | 0.73 | 0.88 | 1.28 |
| - Diluted earnings per share from discontinued operations | (10) | 0.72 | 0.87 | 1.27 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
| Half-year ended | Year ended | |||
|---|---|---|---|---|
| (in € million) | Note | 30 Septemb er 2014 | 30 Sep tember 2013* | 31 March 2014* |
| Net p rofit recognised in income statement | 263 | 381 | 566 | |
| Remeasurement of post-employment benefits obligations | (22) | (183) | 143 | 107 |
| Income tax relating to items that will not be reclassified to profit or loss | 52 | (58) | (54) | |
| Items that will not be reclassified to profit or loss | (131) | 85 | 53 | |
| of which from equity-accounted investments | - | - | - | |
| Fair value adjustments on available-for-sale assets | 20 | - | (15) | |
| Fair value adjustments on cash flow hedge derivatives | (3) | (2) | (1) | |
| Currency translation adjustments | 171 | (250) | (326) | |
| Income tax relating to items that may be reclassified to profit or loss | 1 | - | 4 | |
| Items that may be reclassified to profit or loss | 189 | (252) | (338) | |
| of which from equity-accounted investments | - | (36) | (69) | |
| Other comp rehensive income | 58 | (167) | (285) | |
| of which attributable to discontinued operations | 42 | (102) | (165) | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 321 | 214 | 281 | |
| Attributable to: | ||||
| - Equity holders of the parent | 312 | 223 | 285 | |
| - Non controlling interests | 9 | (9) | (4) |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
| At 30 Sep temb er | At 31 March | ||
|---|---|---|---|
| (in € million) | Note | 2014 | 2014* |
| Goodwill | (11) | 679 | 5,269 |
| Intangible assets | (11) | 452 | 2,053 |
| Property, plant and equipment | (12) | 641 | 2,968 |
| Investments in joint-ventures and associates | (13) | 489 | 545 |
| Non consolidated investments | (14) | 57 | 160 |
| Other non-current assets | (15) | 455 | 510 |
| Deferred taxes | 648 | 1,647 | |
| Total non-current assets | 3,421 | 13,152 | |
| Inventories | (16) | 852 | 2,972 |
| Construction contracts in progress, assets | (17) | 2,397 | 3,951 |
| Trade receivables | 1,541 | 4,450 | |
| Other current operating assets | (18) | 1,453 | 3,133 |
| Marketable securities and other current financial assets | 52 | 26 | |
| Cash and cash equivalents | 1,027 | 2,276 | |
| Total current assets | 7,322 | 16,808 | |
| Assets held for sale | (4) | 22,474 | 293 |
| TOTAL ASSETS | 33,217 | 30,253 |
| At 30 Sep temb er | At 31 March | |||
|---|---|---|---|---|
| (in € million) | Note | 2014 | 2014* | |
| Equity attributable to the equity holders of the parent | (20) | 5,379 | 5,044 | |
| Non controlling interests | 70 | 65 | ||
| Total equity | 5,449 | 5,109 | ||
| Non-current provisions | (21) | 235 | 710 | |
| Accrued pension and other employee benefits | (22) | 379 | 1,525 | |
| Non-current borrowings | (23) | 3,842 | 4,009 | |
| Non-current obligations under finance leases | (23) | 325 | 398 | |
| Deferred taxes | 12 | 176 | ||
| Total non-current liab ilities | 4,793 | 6,818 | ||
| Current provisions | (21) | 319 | 1,191 | |
| Current borrowings | (23) | 1,121 | 1,250 | |
| Current obligations under finance leases | (23) | 60 | 47 | |
| Construction contracts in progress, liabilities | (17) | 3,234 | 8,426 | |
| Trade payables | 1,102 | 3,819 | ||
| Other current operating liabilities | (25) | 1,585 | 3,593 | |
| Total current liab ilities | 7,421 | 18,326 | ||
| Liabilities related to assets held for sale | (4) | 15,554 | - | |
| TOTAL EQUITY AND LIABILITIES | 33,217 | 30,253 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
| Half-year ended | Year ended | ||
|---|---|---|---|
| 30 Sep temb er | 30 Septemb er | ||
| (in € million) Note |
2014 | 2013* | 31 March 2014* |
| Net p rofit | 263 | 381 | 566 |
| Depreciation, amortisation, expense arising from share-based payments and others | 194 | 332 | 565 |
| Post-employment and other long-term defined employee benefits | (7) | (3) | (17) |
| Net (gains)/losses on disposal of assets | (278) | (17) | (23) |
| Share of net income (loss) of equity-accounted investments (net of dividends received) (13) |
(3) | (13) | (6) |
| Deferred taxes charged to income statement | 80 | (72) | (162) |
| Net cash p rovided by op erating activities - before changes in working cap ital | 249 | 608 | 923 |
| Changes in working cap ital resulting from op erating activities (19) |
(1,314) | (761) | (302) |
| Net cash p rovided by/(used in) op erating activities | (1,065) | (153) | 621 |
| Of which operating flows provided / (used) by discontinued operations | (983) | (178) | 415 |
| Proceeds from disposals of tangible and intangible assets | 9 | 10 | 32 |
| Capital expenditure (including capitalised R&D costs) | (320) | (360) | (811) |
| Increase/(decrease) in other non-current assets | (31) | 13 | (1) |
| Acquisitions of businesses, net of cash acquired | (20) | (54) | (116) |
| Disposals of businesses, net of cash sold | 646 | 31 | 17 |
| Net cash p rovided by/(used in) investing activities | 284 | (360) | (879) |
| Of which investing flows provided / (used) by discontinued operations | 324 | (267) | (645) |
| Capital increase/(decrease) including non controlling interests | 12 | 1 | 35 |
| Dividends paid including payments to non controlling interests | (9) | (268) | (267) |
| Issuances of bonds & notes (23) |
- | 500 | 500 |
| Repayments of bonds & notes issued | (722) | (21) | (26) |
| Changes in current and non-current borrowings | 628 | 68 | 332 |
| Changes in obligations under finance leases | (22) | (18) | (38) |
| Changes in marketable securities and other current financial assets and liabilities | (28) | 18 | 15 |
| Net cash p rovided by/(used in) financing activities | (141) | 280 | 551 |
| Of which financing flows provided / (used) by discontinued operations | (366) | (14) | 63 |
| Net increase/(decrease) in cash and cash equivalents | (922) | (233) | 293 |
| Cash and cash equivalents at the beginning of the period | 2,276 | 2,147 | 2,147 |
| Net effect of exchange rate variations | 62 | (105) | (142) |
| Other changes | (5) | (23) | (22) |
| Transfer to assets held for sale | (384) | - | - |
| Cash and cash equivalents at the end of the p eriod | 1,027 | 1,786 | 2,276 |
| Income tax paid | (173) | (143) | (262) |
| Net of interests paid & received | (80) | (48) | (202) |
| Half-year ended | Year ended | ||
|---|---|---|---|
| 30 Sep temb er | 30 Septemb er | ||
| (in € million) | 2014 | 2013* | 31 March 2014* |
| Net cash/(deb t) variation analysis (1) | |||
| Changes in cash and cash equivalents | (922) | (233) | 293 |
| Changes in marketable securities and other current financial assets and liabilities | 28 | (18) | (15) |
| Changes in bonds and notes | 722 | (479) | (474) |
| Changes in current and non-current borrowings | (628) | (68) | (332) |
| Changes in obligations under finance leases | 22 | 18 | 38 |
| Transfer to assets held for sale | (18) | - | - |
| Net debt of acquired entities at acquisition date and other variations | (62) | (177) | (163) |
| Decrease/(increase) in net debt | (858) | (957) | (653) |
| Net cash/(deb t) at the b eginning of the period | (3,038) | (2,376) | (2,385) |
| Net cash/(deb t) at the end of the p eriod | (3,896) | (3,333) | (3,038) |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
(1) The net cash/(debt) is defined as cash and cash equivalents, marketable securities and other current financial assets and noncurrent financial assets directly associated to liabilities included in financial debt (see Note 15), less financial debt (see Note 23).
| Equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| attrib utab le | ||||||||
| Numb er of | Additional | Other | to the equity | |||||
| (in € million, | outstanding | paid-in | Retained | compreh ensive | holders of the | Non controlling | ||
| except for number of shares) | shares | Capital | capital | earnings | income | parent | interests | Total equity |
| At 31 March 2013 | 308,158,126 | 2,157 | 875 | 3,648 | (1,686) | 4,994 | 93 | 5,087 |
| Movements in other comprehensive income | - | - | - | - | (152) | (152) | (15) | (167) |
| Net income for the period | - | - | - | 375 | - | 375 | 6 | 381 |
| Total comprehensive income | - | - | - | 375 | (152) | 223 | (9) | 214 |
| Change in controlling interests and others | 16 | - | - | (4) | - | (4) | (32) | (36) |
| Dividends paid | - | - | - | (259) | - | (259) | (9) | (268) |
| Issue of ordinary shares under long term incentive plans | 473,593 | 3 | - | (3) | - | - | - | - |
| Recognition of equity settled share-based payments | - | - | - | 7 | - | 7 | - | 7 |
| At 30 Septemb er 2013 | 308,631,735 | 2,160 | 875 | 3,764 | (1,838) | 4,961 | 43 | 5,004 |
| At 31 March 2014 | 308,702,146 | 2,161 | 876 | 3,964 | (1,957) | 5,044 | 65 | 5,109 |
| Movements in other comprehensive income | - | - | - | - | 57 | 57 | 1 | 58 |
| Net income for the period | - | - | - | 255 | - | 255 | 8 | 263 |
| Total comprehensive income | - | - | - | 255 | 57 | 312 | 9 | 321 |
| Change in controlling interests and others (1) | 39 | - | - | (2) | 18 | 16 | 5 | 21 |
| Dividends paid | - | - | - | - | - | - | (9) | (9) |
| Issue of ordinary shares under long term incentive plans | 676,665 | 5 | 1 | (3) | - | 3 | - | 3 |
| Recognition of equity settled share-based payments | - | - | - | 4 | - | 4 | - | 4 |
| At 30 Septemb er 2014 | 309,378,850 | 2,166 | 877 | 4,218 | (1,882) | 5,379 | 70 | 5,449 |
(1) Following the sale of the Auxiliary components business, € (18) million of other comprehensive income on pensions have been reclassified in Retained earnings and € (16) million of consolidated translation adjustment have been reclassified in the income statement.
| Note 1. | Major event: Alstom strategic move 34 | |
|---|---|---|
| Note 2. | Accounting policies 36 | |
| Note 3. | Comparability 39 | |
| Note 4. | Assets held for sale and discontinued operations 43 | |
| Note 5. | Segment information 46 | |
| Note 6. | Research and development expenditure 48 | |
| Note 7. | Other income and other expense 49 | |
| Note 8. | Financial income (expense) 49 | |
| Note 9. | Taxation 50 | |
| Note 10. | Earnings per share 50 | |
| Note 11. | Goodwill and intangible assets 51 | |
| Note 12. | Property, plant and equipment 53 | |
| Note 13. | Investments in Joint Ventures and Associates 53 | |
| Note 14. | Non-consolidated investments 57 | |
| Note 15. | Other non-current assets 58 | |
| Note 16. | Inventories 58 | |
| Note 17. | Construction contracts in progress 59 | |
| Note 18. | Other current operating assets 59 | |
| Note 19. | Working capital 60 | |
| Note 20. | Equity 60 | |
| Note 21. | Provisions 61 | |
| Note 22. | Post-employment and other long-term defined employee benefits 62 | |
| Note 23. | Financial debt 63 | |
| Note 24. | Financial instruments and financial risk management 64 | |
| Note 25. | Other current operating liabilities 66 | |
| Note 26. | Contingent liabilities and disputes 66 | |
| Note 27. | Related parties 73 | |
| Note 28. | Subsequent events 73 | |
| Note 29. | Major companies included in the scope of consolidation 73 |
Alstom ("the Group") serves the power generation and transmission markets through its Thermal Power, Renewable Power and Grid activities ("Energy activities"), and the rail transport market through its Transport Sector. The Group designs, supplies, and services a complete range of technologically-advanced products and systems for its customers, and possesses a unique expertise in systems integration and through life maintenance and services.
The operational activities of the Group are organised as follow:
The Transport Sector serves the urban transit, regional/intercity passenger travel markets and freight markets all over the world with rail transport products, systems and services.
Thermal Power offers a comprehensive range of power generation solutions using gas or coal from integrated power plants and all types of turbines, generators, boilers, emission control systems to a full range of services including plant modernisation, maintenance and operational support. It also supplies conventional islands for nuclear power plants.
Renewable Power offers EPC solutions, turbines and generators, control equipment and maintenance for Hydro power and Wind power activities. It includes geothermal and solar thermal businesses.
Grid designs and manufactures equipment and engineered turnkey solutions to manage power grids and transmit electricity from the power plant to the large end-user, be it a distribution utility or an industrial process or production facility.
The condensed interim consolidated financial statements are presented in euro and have been authorised for issue by the Board of Directors held on 4 November 2014.
On 26 April 2014, the Board of Directors of ALSTOM ( the "Company") received from General Electric (GE) an offer ,countersigned by Alstom on 29 April 2014, and updated by GE on 20 June 2014, to acquire its Energy activities. On June 20, 2014, the Board of Directors of the Company has unanimously decided to issue a positive recommendation on the GE's offer.
GE would acquire the Thermal Power, Renewable Power and Grid activities as well as central and shared services (legal entities ALSTOM and ALSTOM Holdings would not be disposed) (the "Energy Business") for a committed fixed price of €12.35 billion (the "Transaction"), pursuant to a master agreement (the "Master Agreement") to be entered into between GE and Alstom. By taking over Alstom's Energy activities, GE undertakes to take on all assets as well as all liabilities and risks exclusively or predominantly associated with the Energy Business. In the context of the Transaction, Alstom would not give any representations and warranties in respect of the Energy Business other than standard and very limited legal representations and warranties and will get indemnified by GE for any liability pertaining to the Energy Business which Alstom may incur after closing of the Transaction.Cross-indemnification and asset reallocation ('wrong pocket') mechanisms have been established to ensure that assets – and liabilities – associated with the Energy activities being sold are indeed transferred to – and assumed by – GE.
The completion of the Transaction is subject to a limited number of conditions precedent, which essentially cover works council consultation, receipt of authorizations required from a regulatory and merger control standpoint. However, once the authorizations relating to entities being sold, which account for at least 85% of the turnover of all the entities subject to the sale, including authorizations in certain key countries, have been obtained, the parties may complete the Transaction, with the remainder to be transferred in successive stages.
In the framework of the acquisition of Energy activities by GE, three alliances would be created:
would hold 20%-1 share of the share capital into the joint venture company and would have 50%-2 votes of voting rights. The French State would hold a preferred share giving it veto and other governance rights over issues relating, inter alia, to security and nuclear plant technology in France.
The investment by Alstom in these alliances would amount to approximately € 2.6 billion and would reduce the cash proceeds for the Energy businesses, according to the way in which the joint-ventures will be set up and which has evolved since 20 June 2014. The joint venture companies would be accounted for under equity method in Alstom's consolidated financial statements.
GE would sell Alstom 100% of its signalling business, with sales of ca. \$500 million in 2013 and 1,200 employees, and the companies would sign several collaboration agreements including a service agreement for GE locomotives outside of the United States, R&D, sourcing and manufacturing and commercial support in the United States.
On 4 November 2014, on conclusion of the information-consultation procedure with personnel representative bodies, the Board of Directors of the Company approved the signing of the Master Agreement and it is contemplated that Alstom and GE execute the Master Agreement on 4 November 2014.
The application for the approval of the Transaction under Article L. 151-3 of the Monetary and Financial Code relating to foreign investments in France has been filed by GE on 1 October 2014.
In accordance with the AFEP-Medef code, the Transaction will be submitted for approval to the shareholders during an Extraordinary General Meeting. Bouygues, a 29.3% shareholder of Alstom, has indicated that it will support the recommendation of the the Company's Board of Directors. Closing of the transaction is expected during the first semester 2015.
Should this Transaction be completed, Alstom would refocus on its fully owned Transport activities and on its Energy joint ventures with GE.
On 20 June 2014, the Board of Directors of Alstom has unanimously decided to issue a positive recommendation on GE's offer and obtained the consent of the French government subject to the finalization of deal documentation, notably the joint venture agreements. Following the different
decisions and approvals obtained, and taking into consideration the expected effective closing of the transaction, Alstom considers that the conditions are met for the application to the Energy activities of IFRS 5 – Non-current assets held for sale and discontinued operations. In the condensed interim consolidated financial statements, the activities being disposed are reported as follows:
The capital gain on disposal will be calculated as the difference between the selling price and the carrying value of the net assets as recorded in Alstom's consolidated financial statements at the date of the disposal of the activities. At this date, the capital gain will be recognised under the line "Net income from discontinued operations".
The disposal value will significantly exceed the carrying value of the net assets held for sale.
Alstom condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations published by the International Accounting Standards Board (IASB), endorsed by the European Union and which application was mandatory as of 1 April 2014.
The full set of standards endorsed by the European Union can be consulted on the website of the European Commission at:
http://ec.europa.eu/internal_market/accounting/ias/index_en.htm
Alstom condensed interim consolidated financial statements for the half-year ended 30 September 2014 are presented and have been prepared in accordance with IAS 34, Interim Financial Reporting. The standard provides that condensed interim financial statements do not include all the information required under IFRS for the preparation of annual consolidated financial statements. These condensed interim consolidated financial statements must therefore be read in conjunction with the Group's consolidated financial statements as at 31 March 2014.
The accounting policies and measurement methods used to prepare these condensed interim consolidated financial statements are identical to those applied by the Group at 31 March 2014 and described in Note 2 to the consolidated financial statements for the year ended 31 March 2014, except:
The tax expense is determined by applying the Group's projected effective tax rate for the whole financial year to the pre-tax income of the interim period.
The net liability on post-employment and on other long term employee defined benefits is calculated on a year to date basis, using the latest valuation as at the previous financial year closing date. Adjustments of actuarial assumptions are performed on main contributing areas (euro zone, Switzerland, United Kingdom and the United States of America) if significant fluctuations or one-time events have occurred during the six-month period. The fair value of main plan assets is reviewed at 30 September 2014.
IFRS 10 supersedes IAS 27, Consolidated and separate financial statements and SIC 12, Consolidation – Special purpose entities. This standard introduces a new definition of control. With a view to the first-time application of this standard, the Group undertook an analysis of its investments to determine the level of control exercised over them pursuant to the new definition of control. The Group did not identify any changes following the first-time application of this standard.
IFRS 11 supersedes IAS 31, Interests in joint ventures, and SIC 13, Jointly controlled entities – non monetary contributions by venturers. The changes and impacts resulting from first-time application of this new standard are detailed in Note 3 "Comparability".
IFRS 12 covers all the disclosures required when an investor has an interest in any of the followings: subsidiaries, joint arrangements, associates and/or non-consolidated structured entities, regardless of the level of control or influence over the entity. This standard will be implemented for the first time during the preparation of the consolidated financial statements as at 31 March 2015. At 30 September 2014, some of the information required by the standard are provided in the notes to enable a proper understanding of the interim financial statements (Note 13).
IAS 28 has been amended to include the requirements for joint ventures to be accounted for under the equity method following the issuance of IFRS 11.
The other amendments effective as of 1 April 2014 do not have a material impact on the Group's consolidated financial statements.
Levies (IFRIC 21): this interpretation, effective as of 1 April 2015 for Alstom, relates to the recognition date at which the levies should be accrued.
This interpretation will be applied retrospectively and its impact is currently being analysed.
2.4.2 New standards and interpretations not yet approved by the European Union
The potential impacts of these new pronouncements are currently being analysed.
As mentioned in Note 1, the Energy activities are reported as "discontinued operations" in Alstom interim consolidated financial statements. In accordance with IFRS 5, the net income from the Energy activities (discontinued operations) has been presented on a separate line of the income statement of the comparative periods.
IFRS 11 prescribes accounting treatments for arrangements over which two or more investors exercise joint control. Pursuant to this new standard, a joint arrangement is classified either as a joint operation or as a joint venture. The classification is based on the rights and obligations of the parties to the arrangement, taking into consideration the structure and legal form of the arrangement, the terms agreed by the parties in the contractual arrangement and, when relevant, other facts and circumstances:
The impacts of the first-time application of this standard (applied retrospectively) are presented in paragraph 3.3.
Both impacts of IFRS 11 and IFRS 5 on the Group's consolidated financial statements of the comparative periods are presented below. The application of those two standards has no impact on the equity of the Group.
| Half-year ended 30 Sep temb er 2013 | Year ended 31 March 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| IFRS 11 | IFRS 5 | IFRS 11 | IFRS 5 | |||||
| (in € million) | Published | Impacts | Imp acts | Restated | Published | Imp acts | Impacts | Restated |
| Sales | 9,730 | (103) | (6,925) | 2,702 | 20,269 | (211) | (14,332) | 5,726 |
| Cost of sales | (7,721) | 82 | 5,394 | (2,245) | (16,213) | 173 | 11,236 | (4,804) |
| Research and development expenses | (359) | 5 | 292 | (62) | (733) | 11 | 600 | (122) |
| Selling expenses | (493) | 2 | 390 | (101) | (966) | 4 | 758 | (204) |
| Administrative expenses | (462) | 1 | 293 | (168) | (933) | 3 | 602 | (328) |
| Income from op erations | 695 | (13) | (556) | 126 | 1,424 | (20) | (1,136) | 268 |
| Other income | 19 | - | (19) | - | 27 | - | (27) | - |
| Other expense | (97) | - | 76 | (21) | (443) | (1) | 338 | (106) |
| Earnings b efore interest and taxes | 617 | (13) | (499) | 105 | 1,008 | (21) | (825) | 162 |
| Financial income | 16 | (1) | 27 | 42 | 28 | (2) | 38 | 64 |
| Financial expense | (156) | - | 45 | (111) | (336) | (1) | 114 | (223) |
| Pre-tax income | 477 | (14) | (427) | 36 | 700 | (24) | (673) | 3 |
| Income tax charge | (103) | 2 | 131 | 30 | (163) | 4 | 253 | 94 |
| Share of net income of equity-accounted investments | 7 | 12 | 22 | 41 | 29 | 20 | 21 | 70 |
| Net p rofit from continuing op erations | 381 | - | (274) | 107 | 566 | - | (399) | 167 |
| Net profit from discontinued operations | - | - | 274 | 274 | - | - | 399 | 399 |
| NET PROFIT | 381 | - | - | 381 | 566 | - | - | 566 |
| Net profit from continuing operations attributable to: | ||||||||
| - Equity holders of the parent | 375 | - | (270) | 105 | 556 | - | (396) | 160 |
| - Non controlling interests | 6 | - | (4) | 2 | 10 | - | (3) | 7 |
| Net profit from discontinued operations attributable to: | ||||||||
| - Equity holders of the parent | - | - | 270 | 270 | - | - | 396 | 396 |
| - Non controlling interests | - | - | 4 | 4 | - | - | 3 | 3 |
| Earnings per share (in €) | ||||||||
| - Basic earnings per share | 1.22 | - | (0.00) | 1.22 | 1.80 | - | 0.00 | 1.80 |
| - Diluted earnings per share | 1.20 | - | 0.00 | 1.20 | 1.78 | - | 0.00 | 1.78 |
| Earnings per share (in €) | ||||||||
| - Basic earnings per share from continuing operations | 1.22 | - | (0.88) | 0.34 | 1.80 | - | (1.28) | 0.52 |
| - Diluted earnings per share from continuing operations | 1.20 | - | (0.86) | 0.34 | 1.78 | - | (1.27) | 0.51 |
| Earnings per share (in €) | ||||||||
| - Basic earnings per share from discontinued operations | - | - | 0.88 | 0.88 | - | - | 1.28 | 1.28 |
| - Diluted earnings per share from discontinued operations | - | - | 0.87 | 0.87 | - | - | 1.27 | 1.27 |
| Half-year ended 30 Sep tember 2013 | Year ended 31 March 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in € million) | Published | IFRS 11 Imp acts |
IFRS 5 Impacts |
Restated | Pub lished | IFRS 11 Imp acts |
IFRS 5 Impacts |
Restated |
| Net profit recognised in income statement | 381 | - | - | 381 | 566 | - | - | 566 |
| Remeasurement of post-employment benefits obligations | 143 | - | - | 143 | 107 | - | - | 107 |
| Income tax relating to items that will not be reclassified to | ||||||||
| profit or loss | (58) | - | - | (58) | (54) | - | - | (54) |
| Items that will not be reclassified to profit or loss | 85 | - | - | 85 | 53 | - | - | 53 |
| of which from equity-accounted investments | - | - | - | - | - | - | - | - |
| Fair value adjustments on available-for-sale assets | - | - | - | - | (15) | - | - | (15) |
| Fair value adjustments on cash flow hedge derivatives | (2) | - | - | (2) | (1) | - | - | (1) |
| Currency translation adjustments | (250) | - | - | (250) | (326) | - | - | (326) |
| Income tax relating to items that may be reclassified to profit | - | - | - | - | 4 | - | - | 4 |
| or loss | ||||||||
| Items that may be reclassified to profit or loss | (252) | - | - | (252) | (338) | - | - | (338) |
| of which from equity-accounted investments | (32) | (4) | - | (36) | (62) | (7) | - | (69) |
| Other comp rehensive income | (167) | - | - | (167) | (285) | - | - | (285) |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 214 | - | - | 214 | 281 | - | - | 281 |
| Attributable to: | ||||||||
| - Equity holders of the parent | 223 | - | - | 223 | 285 | - | - | 285 |
| - Non controlling interests | (9) | - | - | (9) | (4) | - | - | (4) |
| At 31 March 2014 | At 31 March 2013 | ||||||
|---|---|---|---|---|---|---|---|
| (in € million) | Pub lished IFRS 11 Impacts | Restated | Published IFRS 11 Imp acts | Restated | |||
| ASSETS | |||||||
| Goodwill | 5,281 | (12) | 5,269 | 5,536 | (12) | 5,524 | |
| Intangible assets | 2,054 | (1) | 2,053 | 1,982 | (2) | 1,980 | |
| Property, plant and equipment | 3,032 | (64) | 2,968 | 3,024 | (42) | 2,982 | |
| Investments in joint-ventures and associates | 460 | 85 | 545 | 598 | 68 | 666 | |
| Non consolidated investments | 160 | - | 160 | 100 | - | 100 | |
| Other non-current assets | 533 | (23) | 510 | 521 | (15) | 506 | |
| Deferred taxes | 1,647 | - | 1,647 | 1,720 | - | 1,720 | |
| Total non-current assets | 13,167 | (15) | 13,152 | 13,481 | (3) | 13,478 | |
| Inventories | 2,977 | (5) | 2,972 | 3,144 | (5) | 3,139 | |
| Construction contracts in progress, assets | 3,967 | (16) | 3,951 | 4,158 | (13) | 4,145 | |
| Trade receivables | 4,483 | (33) | 4,450 | 5,285 | (30) | 5,255 | |
| Other current operating assets | 3,203 | (70) | 3,133 | 3,328 | (5) | 3,323 | |
| Marketable securities and other current financial assets | 18 | 8 | 26 | 36 | - | 36 | |
| Cash and cash equivalents | 2,320 | (44) | 2,276 | 2,195 | (48) | 2,147 | |
| Total current assets | 16,968 | (160) | 16,808 | 18,146 | (101) | 18,045 | |
| Assets held for sale | 293 | - | 293 | - | - | - | |
| TOTAL ASSETS | 30,428 | (175) | 30,253 | 31,627 | (104) | 31,523 |
| At 31 March 2014 | At 31 March 2013 | ||||||
|---|---|---|---|---|---|---|---|
| IFRS 11 | IFRS 11 | ||||||
| (in € million) | Published | Impacts | Restated | Published | Imp acts | Restated | |
| EQUITY AND LIABILITIES | |||||||
| Equity attributable to the equity holders of the parent | 5,044 | - | 5,044 | 4,994 | - | 4,994 | |
| Non controlling interests | 65 | - | 65 | 93 | - | 93 | |
| Total equity | 5,109 | - | 5,109 | 5,087 | - | 5,087 | |
| Non-current provisions | 710 | - | 710 | 680 | - | 680 | |
| Accrued pension and other employee benefits | 1,526 | (1) | 1,525 | 1,674 | (1) | 1,673 | |
| Non-current borrowings | 4,009 | - | 4,009 | 4,197 | (13) | 4,184 | |
| Non-current obligations under finance leases | 398 | - | 398 | 433 | - | 433 | |
| Deferred taxes | 176 | - | 176 | 284 | - | 284 | |
| Total non-current liab ilities | 6,819 | (1) | 6,818 | 7,268 | (14) | 7,254 | |
| Current provisions | 1,191 | - | 1,191 | 1,309 | - | 1,309 | |
| Current borrowings | 1,267 | (17) | 1,250 | 283 | (1) | 282 | |
| Current obligations under finance leases | 47 | - | 47 | 42 | - | 42 | |
| Construction contracts in progress, liabilities | 8,458 | (32) | 8,426 | 9,909 | (46) | 9,863 | |
| Trade payables | 3,866 | (47) | 3,819 | 4,041 | (34) | 4,007 | |
| Other current operating liabilities | 3,671 | (78) | 3,593 | 3,688 | (9) | 3,679 | |
| Total current liabilities | 18,500 | (174) | 18,326 | 19,272 | (90) | 19,182 | |
| Liabilities held for sale | - | - | - | - | - | - | |
| TOTAL EQUITY AND LIABILITIES | 30,428 | (175) | 30,253 | 31,627 | (104) | 31,523 |
| Half-year ended 30 Sep tember 2013 | Year ended 31 March 2014 | |||||
|---|---|---|---|---|---|---|
| IFRS 11 | IFRS 11 | |||||
| (in € million) | Published | Impacts | Restated | Published | Imp acts | Restated |
| Net profit | 381 | - | 381 | 566 | - | 566 |
| Depreciation, amortisation, expense arising from share-based payments and others | 336 | (4) | 332 | 569 | (4) | 565 |
| Post-employment and other long-term defined employee benefits | (3) | - | (3) | (17) | - | (17) |
| Net (gains)/losses on disposal of assets | (17) | - | (17) | (23) | - | (23) |
| Share of net income of equity-accounted investments (net of dividends received) | (6) | (7) | (13) | 7 | (13) | (6) |
| Deferred taxes charged to income statement | (73) | 1 | (72) | (163) | 1 | (162) |
| Net cash p rovided b y operating activities - before changes in working cap ital | 618 | (10) | 608 | 939 | (16) | 923 |
| Changes in working capital resulting from op erating activities | (767) | 6 | (761) | (300) | (2) | (302) |
| Net cash p rovided b y/(used in) op erating activities | (149) | (4) | (153) | 639 | (18) | 621 |
| Proceeds from disposals of tangible and intangible assets | 10 | - | 10 | 34 | (2) | 32 |
| Capital expenditure (including capitalised R&D costs) | (372) | 12 | (360) | (844) | 33 | (811) |
| Increase/(decrease) in other non-current assets | 15 | (2) | 13 | (9) | 8 | (1) |
| Acquisitions of businesses, net of cash acquired | (41) | (13) | (54) | (105) | (11) | (116) |
| Disposals of businesses, net of cash sold | 31 | - | 31 | 17 | - | 17 |
| Net cash p rovided b y/(used in) investing activities | (357) | (3) | (360) | (907) | 28 | (879) |
| Capital increase/(decrease) including non controlling interests | 2 | (1) | 1 | 36 | (1) | 35 |
| Dividends paid including payments to non controlling interests | (268) | - | (268) | (267) | - | (267) |
| Changes in ownership interests with no gain/loss of control | - | - | - | - | - | - |
| Issuances of bonds & notes | 500 | - | 500 | 500 | - | 500 |
| Repayments of bonds & notes issued | (21) | - | (21) | (26) | - | (26) |
| Changes in current and non-current borrowings | 68 | - | 68 | 346 | (14) | 332 |
| Changes in obligations under finance leases | (18) | - | (18) | (38) | - | (38) |
| Changes in marketable securities and other current financial assets and liabilities | 17 | 1 | 18 | 13 | 2 | 15 |
| Net cash p rovided b y/(used in) financing activities | 280 | - | 280 | 564 | (13) | 551 |
| Net increase/(decrease) in cash and cash equivalents | (226) | (7) | (233) | 296 | (3) | 293 |
| Cash and cash equivalents at the beginning of the period | 2,195 | (48) | 2,147 | 2,195 | (48) | 2,147 |
| Net effect of exchange rate variations | (109) | 4 | (105) | (148) | 6 | (142) |
| Other changes | (24) | 1 | (23) | (23) | 1 | (22) |
| Cash and cash equivalents at the end of the p eriod | 1,836 | (50) | 1,786 | 2,320 | (44) | 2,276 |
| Income tax paid | (144) | 1 | (143) | (266) | 4 | (262) |
| Net of interests paid & received | (48) | - | (48) | (202) | - | (202) |
As mentioned in Note 1, Alstom considers that the conditions for the application of IFRS 5 are met with respect to the plan to sell Energy activities.
In compliance with IFRS 5, the Group has applied the following specific measurements which impact the consolidated financial statements:
As far as central and shared services are part of Energy transaction, the Group has analysed and allocated Corporate costs (external costs, legal costs…) and liabilities (provisions for litigations) between continuing operations and discontinued operations to report relevant financial information.
The current accounting impacts of the planned Energy transaction are based on the GE offer and related agreements, and reflect management current best estimate. They will be finalized as part of the transaction closing, expected to occur in 2015 first semester.
The Auxiliary components business was part of Steam business within Thermal Power and was active both in the new equipment market and aftermarket services across three product lines : air preheaters and gas-gas heaters for thermal power plants, heat transfer solutions for a variety of petrochemical and industrial processes, and grinding mills for diversified industrial applications.
The sale of the Auxiliary components business to Triton, a leading European investment firm, was completed on 29 August 2014. In application of the agreements signed by the two parties on 1 April 2014 for a disclosed enterprise value of € 730 million, the proceeds of the sale are € 685 million subject to potential minor price adjustment.
The gain on sale represents € 274 million before taxes (€ 184 million after taxes) and is recorded on the "Net profit from discontinued operations" in the income statement as of 30 September 2014. The Auxiliary components business being part of Thermal Power, the Group presents all impacts regarding this disposal (gain on sale, costs) on the line "Net profit from discontinued operations" of the income statement.
| Half-year ended | Year ended | ||
|---|---|---|---|
| 30 Sep temb er | 30 Sep temb er | ||
| (in € million) | 2014 | 2013* | 31 March 2014* |
| Sales | 6,320 | 6,925 | 14,332 |
| Income from op erations | 438 | 556 | 1,136 |
| Earnings b efore interest and taxes | 526 | 499 | 825 |
| Financial income | (107) | (72) | (152) |
| Pre-tax income | 419 | 427 | 673 |
| Income tax charge | (191) | (131) | (253) |
| Share of net income of equity-accounted investments | - | (22) | (21) |
| NET PROFIT FROM DISCONTINUED OPERATIONS | 228 | 274 | 399 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
At 30 September 2014, the IFRS 5 impacts are the following:
| (in € million) | At 30 Sep temb er 2014 |
|---|---|
| Goodwill | 4,641 |
| Intangible assets | 1,676 |
| Property, plant and equipment | 2,447 |
| Investments in joint-ventures and associates | 61 |
| Non consolidated investments | 106 |
| Other non-current assets | 111 |
| Deferred taxes | 1,010 |
| Total non-current assets | 10,052 |
| Inventories | 2,494 |
| Construction contracts in progress, assets | 3,671 |
| Trade receivables | 3,373 |
| Other current operating assets | 2,489 |
| Marketable securities and other current financial assets | 11 |
| Total current assets | 12,038 |
| Cash and cash equivalents | 384 |
| TOTAL ASSETS HELD FOR SALE | 22,474 |
| At 30 Sep temb er 2014 | |
| (in € million) | |
| Non-current provisions | 438 |
| Accrued pension and other employee benefits | 1,333 |
| Deferred taxes | 142 |
| Total non-current liab ilities (excluding financial deb t) | 1,913 |
| Current provisions | 759 |
| Construction contracts in progress, liabilities | 7,137 |
| Trade payables | 3,012 |
| Other current operating liabilities | 2,356 |
| Total current liab ilities (excluding financial deb t) | 13,264 |
| Financial deb t | 377 |
| TOTAL LIABILITIES RELATED TO ASSETS HELD FOR SALE | 15,554 |
The impairment test at 31 March 2014 supported the Group's opinion that goodwill was not impaired. At the date of IFRS 5 application, the Group considers that the assumptions used to assess the recoverable value of goodwill of Thermal Power, Renewable Power and Grid at 31 March 2014 are not substantially modified.
The disposal value will significantly exceed the carrying value of net assets held for sale.
As at 30 September 2014, the total outstanding bonding guarantees related to Energy contracts, issued by banks or insurance companies, amounts to € 11.2 billion (€ 9.5 billion at 31 March 2014).
Operating segments used to present segment information are identified on the basis of internal reports used by the Chief Executive Officer (CEO) - the Group's chief operating decisions maker with the meaning of IFRS 8 - to allocate resources to the segments and assess their performance. Pursuant to IFRS 5, the Energy activities (Thermal Power, Renewable Power, Grid and central and shared services excluding Alstom SA and Alstom Holdings), which are discontinued operations as at 30 September 2014, are no longer reported as operating segments but are presented as "Discontinued sectors".
| Corp orate & | Discontinued | ||||
|---|---|---|---|---|---|
| (in € million) | Transp ort | Others (1) | Sectors | Eliminations | Total |
| Sales | 3,045 | 15 | (4) | 3,056 | |
| Inter Sector eliminations | (4) | - | 4 | - | |
| Total Sales | 3,041 | 15 | - | 3,056 | |
| Income (loss) from op erations | 167 | (15) | - | 152 | |
| Earnings b efore interest and taxes | 93 | (30) | - | 63 | |
| Financial income (expense) | (56) | ||||
| Income tax | (11) | ||||
| Share of net income of equity-accounted investments | 39 | ||||
| Net profit from continuing operations | 35 | ||||
| Net profit from discontinued operations (2) | 228 | ||||
| NET PROFIT | 263 | ||||
| Capital exp enditure | (65) | (1) | (254) | - | (320) |
| Dep reciation and amortisation in EBIT | 68 | 1 | 96 | - | 165 |
(1) Corporate costs were allocated between discontinued Sectors and Corporate & Others (continuing operations) (see note 4.1)
(2) See Note 4 "Assets held for sale and discontinued operations".
| Corporate & | Discontinued | ||||
|---|---|---|---|---|---|
| (in € million) | Transp ort | Others (1) | Sectors | Eliminations | Total |
| Sales | 2,686 | 19 | (3) | 2,702 | |
| Inter Sector eliminations | (3) | - | 3 | - | |
| Total Sales | 2,683 | 19 | - | 2,702 | |
| Income (loss) from op erations | 144 | (18) | - | 126 | |
| Earnings b efore interest and taxes | 131 | (26) | - | 105 | |
| Financial income (expense) | (69) | ||||
| Income tax | 30 | ||||
| Share of net income of equity-accounted investments | 41 | ||||
| Net p rofit from continuing op erations | 107 | ||||
| Net profit from discontinued operations (2) | 274 | ||||
| NET PROFIT | 381 | ||||
| Capital expenditure | (72) | (1) | (287) | - | (360) |
| Depreciation and amortisation in EBIT | 69 | 1 | 183 | - | 253 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
(1) Corporate costs were allocated between discontinued Sectors and Corporate & Others (continuing operations) (see note 4.1)
(2) See Note 4 "Assets held for sale and discontinued operations"
| Corp orate & | |||
|---|---|---|---|
| (in € million) | Transp ort | Others | Total |
| Segment assets (1) | 7,861 | 762 | 8,623 |
| Deferred taxes (assets) | 648 | ||
| Prepaid employee defined benefit costs | 20 | ||
| Financial assets | 1,452 | ||
| Assets held for sale (4) | 22,474 | ||
| TOTAL ASSETS | 33,217 | ||
| Segment liabilities (2) | 5,765 | 710 | 6,475 |
| Deferred taxes (liabilities) | 12 | ||
| Accrued employee defined benefit costs | 379 | ||
| Financial debt | 5,348 | ||
| Total equity | 5,449 | ||
| Liabilities related to assets held for sale (4) | 15,554 | ||
| TOTAL EQUITY AND LIABILITIES | 33,217 | ||
| Cap ital emp loyed (3) | 2,096 | 52 | 2,148 |
(1) Segment assets are defined as the sum of goodwill, intangible assets, property, plant and equipment, equity-accounted investments and other investments, other non-current assets (other than those related to financial debt and to employee defined benefit plans), inventories, construction contracts in progress assets, trade receivables and other operating assets.
(2) Segment liabilities are defined as the sum of non-current and current provisions, construction contracts in progress liabilities, trade payables and other operating liabilities.
(3) Capital employed corresponds to segment assets minus segment liabilities.
(4) See Note 4 "Assets held for sale and discontinued operations".
| Thermal | Renewable | Corporate & | ||||
|---|---|---|---|---|---|---|
| (in € million) | Power | Power | Grid | Transp ort | Others | Total |
| Segment assets (1) | 9,610 | 3,104 | 5,072 | 6,868 | 971 | 25,625 |
| Deferred taxes (assets) | 1,647 | |||||
| Prepaid employee defined benefit costs | 22 | |||||
| Financial assets | 2,666 | |||||
| Assets held for sale | 293 | |||||
| TOTAL ASSETS | 30,253 | |||||
| Segment liabilities (2) | 7,145 | 1,641 | 2,972 | 4,973 | 1,008 | 17,739 |
| Deferred taxes (liabilities) | 176 | |||||
| Accrued employee defined benefit costs | 1,525 | |||||
| Financial debt | 5,704 | |||||
| Total equity | 5,109 | |||||
| Liabilities related to assets held for sale | - | |||||
| TOTAL EQUITY AND LIABILITIES | 30,253 | |||||
| Capital employed (3) | 2,465 | 1,463 | 2,100 | 1,895 | (37) | 7,886 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
(1) Segment assets are defined as the sum of goodwill, intangible assets, property, plant and equipment, equity-accounted investments and other investments, other non-current assets (other than those related to financial debt and to employee defined benefit plans), inventories, construction contracts in progress assets, trade receivables and other operating assets.
(2) Segment liabilities are defined as the sum of non-current and current provisions, construction contracts in progress liabilities, trade payables and other operating liabilities.
(3) Capital employed corresponds to segment assets minus segment liabilities.
| Half-year ended | |||
|---|---|---|---|
| 30 Septemb er | 30 Septemb er | ||
| (in € million) | 2014 | 2013* | |
| Europe | 2,166 | 1,887 | |
| of which France | 617 | 628 | |
| Americas | 381 | 381 | |
| Asia / Pacific | 197 | 227 | |
| Middle East / Africa | 312 | 207 | |
| TOTAL GROUP | 3,056 | 2,702 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
No external customer represents individually 10% or more of the Group's consolidated sales.
| Half-year ended | |||
|---|---|---|---|
| 30 Sep temb er | 30 Sep temb er | ||
| (in € million) | 2014 | 2013* | |
| Research and develop ment exp enses | (51) | (62) | |
| Development costs capitalised during the period | (32) | (31) | |
| Amortisation expense of capitalised development costs | 32 | 32 | |
| Amortisation of acquired technology | - | - | |
| TOTAL RESEARCH AND DEVELOPMENT EXPENDITURE | (51) | (61) |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
During the half year ended 30 September 2014, the Group invested € 51 million in research and development in order to maintain its technological edge in its traditional business segments and to develop its competitive advantage in high growth markets.
The research and development programmes relate to the broadening and strengthening of Transport Sector product offering.
| Half-year ended | |||
|---|---|---|---|
| 30 Sep temb er | 30 Sep temb er | ||
| (in € million) | 2014 | 2013* | |
| Capital gains on disposal | 4 | - | |
| OTHER INCOME | 4 | - | |
| Capital losses on disposal | (2) | (1) | |
| Restructuring costs | (55) | (7) | |
| Impairment losses and other | (36) | (13) | |
| OTHER EXPENSE | (93) | (21) | |
| OTHER INCOME (EXPENSE) | (89) | (21) |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
Other income and other expense represent mainly:
| Half-year ended | ||
|---|---|---|
| (in € million) | 30 Sep tember 2014 | 30 Septemb er 2013* |
| Interest income | 6 | 2 |
| Interest expense recharged to the discontinued operations | 38 | 26 |
| Net exchange gain | 25 | 11 |
| Other financial income | 2 | 3 |
| FINANCIAL INCOME | 71 | 42 |
| Interest expense on borrowings | (106) | (89) |
| Net financial expense from employee defined benefit plans (see note 22) | (7) | (6) |
| Other financial expense | (14) | (16) |
| FINANCIAL EXPENSE | (127) | (111) |
| FINANCIAL INCOME (EXPENSE) FROM CONTINUING OPERATIONS | (56) | (69) |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
As at 30 September 2014:
Interest expense recharged to the discontinued operations amounts to € 38 million in application of the cash pool agreements;
The Net exchange gain includes mainly the variation of the mark to market value of the interest effect of the unrealized exchange gains and losses on hedging instruments;
Income tax charge is recognised based on management's estimate of the projected effective tax rate for the full financial year to the pre-tax income of the interim period.
As at 30 September 2014, the income tax charge of € (11) million corresponds mainly to additional tax expenses for € (9) million such as CVAE in France or IRAP in Italy. Before these additional tax expenses, the Effective Tax rate is 25%.
| Half-year ended | ||
|---|---|---|
| 30 Septemb er | 30 Septemb er | |
| (in € million) | 2014 | 2013* |
| Net Profit attributable to equity holders of the parent : | ||
| - From continuing operations | 29 | 105 |
| - From discontinued operations | 226 | 270 |
| Earnings attrib utab le to equity holders of the p arent used to calculate b asic and | ||
| diluted earnings p er share | 255 | 375 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
| Half-year ended | ||
|---|---|---|
| 30 Sep temb er | 30 Sep temb er | |
| 2014 | 2013 | |
| Weighted average numb er of ordinary shares used to calculate b asic earnings per | ||
| share (see Note 20) | 309,093,533 | 308,436,692 |
| Effect of dilutive instruments other than bonds reimbursable with shares: | ||
| - Stock options and performance shares (LTI plan) | 2,784,024 | 2,658,516 |
| - Performance shares (Alstom Sharing plans) | 0 | 131,886 |
| Weighted average numb er of ordinary shares used to calculate diluted earnings | ||
| p er share (see Note 20) | 311,877,557 | 311,227,094 |
| Half-year ended | |||
|---|---|---|---|
| 30 Septemb er | 30 Septemb er | ||
| (in €) | 2014 | 2013* | |
| Basic earnings per share | 0.82 | 1.22 | |
| Diluted earnings per share | 0.82 | 1.20 | |
| Basic earnings per share from continuing operations | 0.09 | 0.34 | |
| Diluted earnings per share from continuing operations | 0.09 | 0.34 | |
| Basic earnings per share from discontinued operations | 0.73 | 0.88 | |
| Diluted earnings per share from discontinued operations | 0.72 | 0.87 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
Goodwill and intangible assets are reviewed for impairment at least annually and whenever events or circumstances indicate that they might be impaired. Such events or circumstances are related to significant, unfavourable changes that are of a lasting nature and affect either the economic environment or the assumptions or the targets adopted as of the acquisition date. An impairment loss is recognised when the recoverable value of the assets tested becomes durably lower than their carrying value.
| At 31 March | Acquisitions and adjustments on |
Translation adjustments and |
Assets held | At 30 Sep temb er |
||
|---|---|---|---|---|---|---|
| (in € million) | 2014* | preliminary goodwill | Disposals | other changes | for sale | 2014 |
| Transport | 674 | - | - | 5 | - | 679 |
| Thermal Power | 2,904 | - | - | 26 | (2,930) | - |
| Renewable Power | 532 | - | - | 5 | (537) | - |
| Grid | 1,159 | 3 | - | 12 | (1,174) | - |
| GOODWILL | 5,269 | 3 | - | 48 | (4,641) | 679 |
| Of which: | ||||||
| Gross value | 5,269 | 3 | - | 48 | (4,641) | 679 |
| Impairment | - | - | - | - | - | - |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
Movements over the period ended 30 September 2014 mainly arose from the classification of the Energy activities' goodwill as "Assets held for sale" for an amount of € 4,641 million (see Note 4).
The impairment test at 31 March 2014 supported the Group's opinion that goodwill was not impaired. At 30 September 2014, the Group considers that the assumptions used to assess the recoverable value of Transport goodwill at 31 March 2014 are not substantially modified.
| Additions / | Translation | ||||
|---|---|---|---|---|---|
| At 31 March | disposals / | adjustments and | Assets held | At 30 Sep temb er | |
| (in € million) | 2014* | amortisation | other changes | for sale | 2014 |
| Development costs | 2,211 | 135 | 5 | (1,351) | 1,000 |
| Acquired technology | 1,388 | - | 1 | (1,389) | - |
| Other intangible assets | 859 | 12 | 9 | (712) | 168 |
| Gross value | 4,458 | 147 | 15 | (3,452) | 1,168 |
| Development costs | (842) | (42) | (4) | 261 | (627) |
| Acquired technology | (928) | (21) | - | 949 | - |
| Other intangible assets | (635) | (13) | (7) | 566 | (89) |
| Amortisation and impairment | (2,405) | (76) | (11) | 1,776 | (716) |
| Development costs | 1,369 | 93 | 1 | (1,090) | 373 |
| Acquired technology | 460 | (21) | 1 | (440) | - |
| Other intangible assets | 224 | (1) | 2 | (146) | 79 |
| NET VALUE | 2,053 | 71 | 4 | (1,676) | 452 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
The impairment test at 31 March 2014 supported the Group's opinion that intangible assets were not impaired. At 30 September 2014, the Group considers that the assumptions used to assess the recoverable value of Transport's intangibles at 31 March 2014 are not substantially modified.
| Translation | ||||||
|---|---|---|---|---|---|---|
| Acquisitions/ | adjustments and | |||||
| At 31 March | amortisation / | other | Assets held for | At 30 September | ||
| (in € million) | 2014* | imp airments | Disp osals | changes | sale | 2014 |
| Land | 181 | - | (2) | (4) | (122) | 53 |
| Buildings | 1,958 | 14 | (11) | 56 | (1,432) | 585 |
| Machinery and equipment | 2,966 | 65 | (22) | (1) | (2,320) | 688 |
| Constructions in progress | 326 | 68 | (2) | (45) | (287) | 60 |
| Tools, furniture, fixtures and other | 483 | 14 | (11) | 40 | (304) | 222 |
| Gross value | 5,914 | 161 | (48) | 46 | (4,465) | 1,608 |
| Land | (11) | (1) | - | 1 | 4 | (7) |
| Buildings | (741) | (25) | 8 | (7) | 478 | (287) |
| Machinery and equipment | (1,844) | (51) | 22 | 45 | 1,329 | (499) |
| Constructions in progress | - | - | - | - | - | - |
| Tools, furniture, fixtures and other | (350) | (11) | 10 | (30) | 207 | (174) |
| Amortisation and imp airment | (2,946) | (88) | 40 | 9 | 2,018 | (967) |
| Land | 170 | (1) | (2) | (3) | (118) | 46 |
| Buildings | 1,217 | (11) | (3) | 49 | (954) | 298 |
| Machinery and equipment | 1,122 | 14 | - | 44 | (991) | 189 |
| Constructions in progress | 326 | 68 | (2) | (45) | (287) | 60 |
| Tools, furniture, fixtures and other | 133 | 3 | (1) | 10 | (97) | 48 |
| NET VALUE | 2,968 | 73 | (8) | 55 | (2,447) | 641 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
| Share in equity | Share of net income | |||
|---|---|---|---|---|
| At 30 Sep temb er | At 31 March | For the half-year ended | For the half-year ended | |
| (in € million) | 2014 | 2014* | 30 Septemb er 2014 | 30 Sep temb er 2013* |
| Associates | 403 | 429 | 30 | 31 |
| Joint ventures | 86 | 116 | 9 | 10 |
| TOTAL | 489 | 545 | 39 | 41 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
| At 30 Sep temb er | At 31 March | |
|---|---|---|
| (in € million) | 2014 | 2014* |
| Op ening b alance | 545 | 666 |
| Share in net income of equity-accounted investments | 39 | 71 |
| Impairment (1) | - | (22) |
| Share in net income of equity-accounted investments (2) | 39 | 49 |
| Dividends | (36) | (43) |
| Acquisitions | - | 26 |
| Changes in consolidation method (3) | - | (100) |
| Translation adjustments and other | 2 | (53) |
| Transfer to assets held for sale | (61) | - |
| Closing b alance | 489 | 545 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
(1) At 31 March 2014, impairment relates to SEC Alstom Shanghaï Lingang (Grid) for € (13) million and AWS Ocean Energy Limited (Renewable Power) for € (9) million, disposed of over the period
(2) Of which € 39 million from continuing operations at 30 September 2014 (€ 70 million at 31 March 2014 from continuing operations)
(3) Of which BrightSource Energy investment which is accounted for as a non-consolidated investment as at 31 March 2014, given the limited effective influence and financial information available.
| Share in equity | Share of net income | ||||
|---|---|---|---|---|---|
| % | At 30 Septemb er | For the half-year ended | For the half-year ended | ||
| (in € million) | ownership | 2014 At 31 March 2014* | 30 Septemb er 2014 | 30 Septemb er 2013* | |
| The Breakers Investments B.V. | 25% | 368 | 372 | 31 | 45 |
| Other | 35 | 57 | (1) | (14) | |
| Associates | 403 | 429 | 30 | 31 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
On 27 May 2011, the Group acquired 25% stake (plus one share) in the company The Breakers Investments B.V. This company holds 100% of Transmashholding ("TMH"), the leading Russian railway equipment manufacturer that operates in Russia and in the other countries of the Commonwealth of Independent States (CIS).
The summarized financial information (at 100%) presented below are the figures disclosed in the financial statements of The Breakers Investments B.V. as of 30 June and 31 December and are established in accordance with IFRS. These financial statements, established in Rubles, were converted to Euros based on the rates used by the Group as of 30 September and 31 March.
| At 31 decemb er | ||||
|---|---|---|---|---|
| (in € million) | At 30 June 2014 | 2013 | At 30 June 2013 | |
| Non-current assets | 1,057 | 1,127 | 1,232 | |
| Current assets | 1,253 | 1,223 | 1,455 | |
| Total assets | 2,310 | 2,350 | 2,687 | |
| Equity-attributable to the owners of the parent company | 966 | 998 | 1,115 | |
| Equity-attributable to non-controlling interests | 256 | 290 | 262 | |
| Non current liabilities | 215 | 302 | 451 | |
| Current liabilities | 873 | 760 | 859 | |
| Total equity and liab ilities | 2,310 | 2,350 | 2,687 |
| Half-year ended | Year ended 31 | Half-year ended | |
|---|---|---|---|
| (in € million) | 30 June 2014 | decemb er 2013 | 30 June 2013 |
| Sales | 1,404 | 3,485 | 1,652 |
| Net income from continuing operations | 118 | 336 | 192 |
| After-tax net income of discontinued operations | - | - | - |
| Share of non-controlling interests | (11) | (49) | (30) |
| Net income attrib utab le to the owners of the p arent comp any | 107 | 287 | 162 |
| Other comprehensive income | (19) | 1 | 2 |
| Total comp rehensive income | 99 | 336 | 194 |
The reconciliation of the summarized financial information of The Breakers Investments with the carrying value of the Group's interests can be broken down in the following way:
| At 30 Septemb er | |
|---|---|
| (in € million) | 2014 |
| Net asset of the Breakers Investments B.V at 30 June | 966 |
| Income (loss) forecast for the latest quarter | 44 |
| Other variations | 1 |
| Net asset of the Breakers Investments B.V. at 30 Sep temb er | 1,011 |
| Equity interest held by the Group | 25% |
| Goodwill | 121 |
| Other* | (7) |
| Carrying value of the Group 's interests in The Breakers Investments B.V | 368 |
* The other components in this line item correspond to fair value restatements calculated at the time of the acquisition.
| (in € million) | At 31 March 2014 |
|---|---|
| Net asset of the Breakers Investments B.V at 31 December 2013 | 998 |
| Income (loss) forecast for the latest quarter | 27 |
| Other variations | 1 |
| Net asset of the Breakers Investments B.V. at 31 March | 1,026 |
| Equity interest held by the Group | 25% |
| Goodwill | 121 |
| Other* | (6) |
| Carrying value of the Group 's interests in The Breakers Investments B.V | 372 |
* The other components in this line item correspond to fair value restatements calculated at the time of the acquisition.
| Half-year ended | |
|---|---|
| 30 Sep temb er | |
| (in € million) | 2014 |
| Net income of the Breakers Investments B.V for the half-year ended 30 June | 107 |
| Income net adjustment due to the closing date difference | 18 |
| Net income of the Breakers Investments B.V for the half-year ended 30 Septemb er | 125 |
| Equity interest held by the Group | 25% |
| Other* | (1) |
| Group 's share in the net income of The Breakers Investments B.V | 31 |
* The other components in this line item correspond to the amortisation of the amounts recognised at the time of allocation of the acquisition price.
| Half-year ended | |
|---|---|
| 30 Septemb er | |
| (in € million) | 2013 |
| Net income of the Breakers Investments B.V for the half-year ended 30 June | 162 |
| Income net adjustment due to the closing date difference | 23 |
| Net income of the Breakers Investments B.V for the half-year ended 30 Sep tember | 185 |
| Equity interest held by the Group | 25% |
| Other* | (1) |
| Group's share in the net income of The Breakers Investments B.V | 45 |
* The other components in this line item correspond to the amortisation of the amounts recognised at the time of allocation of the acquisition price.
| At 30 Sep temb er | At 31 March | |
|---|---|---|
| (in € million) | 2014 | 2014 |
| Dividends received | 27 | 35 |
The Group's investment in other associates is not significant on an individual basis. On aggregate, their net carrying value represents € 35 million as of 30 September 2014 (€ 57 million as of 31 March 2014).
| Share in equity | Share of net income | |||||
|---|---|---|---|---|---|---|
| % | At 30 Septemb er | At 31 March | For the half-year ended | For the half-year ended | ||
| (in € million) | ownership | 2014 | 2014* | 30 Sep temb er 2014 | 30 Sep tember 2013* | |
| Casco | 50% | 57 | 52 | 9 | 8 | |
| Other | 29 | 64 | - | 2 | ||
| Joint ventures | 86 | 116 | 9 | 10 |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
The Group's investment in joint ventures is not significant on an individual basis. On aggregate, it corresponds to a net carrying value of € 86 million as of 30 September 2014 (€ 116 million as of 31 March 2014).
Other investments represent an aggregate net carrying value of € 57 million as of 30 September 2014 (€ 160 million as of 31 March 2014). This net carrying value is an accurate representation of the fair value.
| At 30 Septemb er | At 31 March | ||
|---|---|---|---|
| (in € million) | 2014 | 2014* | |
| Opening b alance | 160 | 101 | |
| Change in fair value (1) | 23 | (15) | |
| Acquisitions | 9 | 7 | |
| Changes in consolidation method (2) | - | 73 | |
| Translation adjustments and other | (29) | (6) | |
| Transfer to assets held for sale (2) | (106) | - | |
| CLOSING BALANCE | 57 | 160 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
(1) Variation recorded in other comprehensive income as fair value gains / (losses) on assets available for sale.
(2) Of which BrightSource Energy investment which is accounted for as a non-consolidated investment as at 31 March 2014, given the limited effective influence and financial information available and as assets held for sale as at 30 September 2014 being part of Energy activities.
The Group's equity investment in other investments is not significant on an individual basis and mainly pertains to investments in companies that hold PPPs (public-private partnerships) agreements or have entered into concession agreements, typically for an ownership lower than 20%.
| At 30 Sep tember | ||
|---|---|---|
| (in € million) | 2014 At 31 March 2014* | |
| Financial non-current assets associated to financial debt (1) | 373 | 364 |
| Long-term loans, deposits and other | 82 | 146 |
| OTHER NON-CURRENT ASSETS | 455 | 510 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
(1) These non-current assets relate to a long-term rental of trains and associated equipment to a London metro operator (see Note 23). They are made up as follows:
at 30 September 2014, € 357 million receivables and € 16 million deposit;
at 31 March 2014, € 349 million receivables and € 15 million deposit.
| At 30 Sep temb er | ||
|---|---|---|
| (in € million) | 2014 At 31 March 2014* | |
| Raw materials and supplies | 557 | 1,015 |
| Work in progress | 260 | 1,950 |
| Finished products | 120 | 319 |
| Inventories, gross | 937 | 3,284 |
| Raw materials and supplies | (66) | (150) |
| Work in progress | (4) | (124) |
| Finished products | (15) | (38) |
| Write-down | (85) | (312) |
| INVENTORIES, NET | 852 | 2,972 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
Movements over the period ended 30 September 2014 mainly arose from the classification of the Energy activities' inventories as "Assets held for sale" for an amount of € 2,494 million (see Note 4).
| At 30 Sep tember | |||
|---|---|---|---|
| (in € million) | 2014 At 31 March 2014* | Variation | |
| Construction contracts in progress, assets | 2,397 | 3,951 | (1,554) |
| Construction contracts in progress, liabilities | (3,234) | (8,426) | 5,192 |
| CONSTRUCTION CONTRACTS IN PROGRESS | (837) | (4,475) | 3,638 |
| At 30 Sep tember | |||
| (in € million) | 2014 At 31 March 2014* | Variation | |
| Contracts costs incurred plus recognised profits less recognised losses to | |||
| date | 28,541 | 60,881 | (32,340) |
| Less progress billings | (27,489) | (62,043) | 34,554 |
| Construction contracts in p rogress excluding down p ayments | |||
| received from customers | 1,052 | (1,162) | 2,214 |
| Down payments received from customers | (1,889) | (3,313) | 1,424 |
| CONSTRUCTION CONTRACTS IN PROGRESS | (837) | (4,475) | 3,638 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
Movements over the period ended 30 September 2014 mainly arose from the classification of the Energy activities' construction contracts in progress as "Assets held for sale" for a net amount of € (3,466) million (see Note 4).
| At 30 Sep temb er | At 31 March | |
|---|---|---|
| (in € million) | 2014 | 2014* |
| Down payments made to suppliers | 102 | 517 |
| Corporate income tax | 133 | 216 |
| Other taxes | 292 | 866 |
| Prepaid expenses | 143 | 238 |
| Other receivables | 207 | 373 |
| Derivatives relating to operating activities | 407 | 397 |
| Remeasurement of hedged firm commitments in foreign currency | 169 | 526 |
| OTHER CURRENT OPERATING ASSETS | 1,453 | 3,133 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
Movements over the period ended 30 September 2014 mainly arose from the classification of the Energy activities' other current operating assets as "Assets held for sale" for an amount of € 2,490 million (see Note 4).
| At 30 Sep temb er | At 31 March | ||
|---|---|---|---|
| (in € million) | 2014 | 2014* | Variation |
| Inventories | 852 | 2,972 | (2,120) |
| Construction contracts in progress, assets | 2,397 | 3,951 | (1,554) |
| Trade receivables | 1,541 | 4,450 | (2,909) |
| Other current operating assets | 1,453 | 3,133 | (1,680) |
| ASSETS | 6,243 | 14,506 | (8,263) |
| Non-current provisions | 235 | 710 | (475) |
| Current provisions | 319 | 1,191 | (872) |
| Construction contracts in progress, liabilities | 3,234 | 8,426 | (5,192) |
| Trade payables | 1,102 | 3,819 | (2,717) |
| Other current operating liabilities | 1,585 | 3,593 | (2,008) |
| LIABILITIES | 6,475 | 17,739 | (11,264) |
| WORKING CAPITAL | (232) | (3,233) | 3,001 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
| (in € million) | Half-year ended 30 Sep temb er 2014 |
|---|---|
| Working capital at the b eginning of the period | (3,233) |
| Changes in working capital resulting from operating activities (1) | 1,314 |
| Changes in working capital resulting from investing activities (2) | 17 |
| Translation adjustments and other changes | (5) |
| Transfer to assets held for sale | 1,675 |
| WORKING CAPITAL AT THE END OF THE PERIOD | (232) |
(1) Item presented within "net cash provided by/(used in) operating activities" in the consolidated statement of cash flows (2) Item presented within "net cash provided/(used in) investing activities" in the consolidated statement of cash flows
On the period, the variation in working capital resulting from operating activities from continuing operations amounts to € 238 million.
At 30 September 2014, the share capital of Alstom amounted to € 2,165,651,950 consisting of 309,378,850 ordinary shares with a par value of € 7 each. For the half-year ended 30 September 2014, the weighted average number of outstanding ordinary shares amounted to 309,093,533 after the dilutive effect of bonds reimbursable in shares "Obligations Remboursables en Actions" and to 311,877,557 after the effect of all dilutive instruments.
During the half-year ended 30 September 2014:
The Shareholders' Meeting of Alstom held on 1 July 2014 decided to distribute no dividend.
| At 31 March | Translation adjustments and |
Provisions related to assets held for |
At 30 September | ||||
|---|---|---|---|---|---|---|---|
| (in € million) | 2014* | Additions | Releases | App lications | other | sale | 2014 |
| Warranties | 663 | 112 | (121) | (98) | - | (444) | 112 |
| Litigations, claims and others | 528 | 121 | (77) | (60) | 10 | (315) | 207 |
| Current p rovisions | 1,191 | 233 | (198) | (158) | 10 | (759) | 319 |
| Tax risks & litigations | 201 | 16 | (7) | (4) | 1 | (118) | 89 |
| Restructuring | 162 | 60 | (5) | (39) | - | (114) | 64 |
| Other non-current provisions | 347 | 72 | (25) | (114) | 8 | (206) | 82 |
| Non-current p rovisions | 710 | 148 | (37) | (157) | 9 | (438) | 235 |
| TOTAL PROVISIONS | 1,901 | 381 | (235) | (315) | 19 | (1,197) | 554 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
Movements over the period ended 30 September 2014 mainly arose from the classification of the Energy activities' provisions as "Liabilities related to assets held for sale" for an amount of € 1,197 million (see Note 4). By taking over Alstom's Energy activities, GE undertakes to take on all assets and all liabilities and risks exclusively or predominantly associated with said activities.
Provisions for warranties relate to estimated costs to be incurred over the residual contractual warranty period on completed contracts. Provisions for litigations, claims and others relate to operating risks that are not directly linked to contracts in progress.
In relation to tax risks, the Group tax filings are subject to audit by tax authorities in most jurisdictions in which the Group operates. These audits may result in assessment of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Group believes that it has strong arguments against the questions being raised, that it will pursue all legal remedies to avoid an unfavourable outcome and that it has adequately provided for any risk that could result from those proceedings where it is probable that it will pay some amounts.
Restructuring derive from the adaptation of the Group's footprint in order to take into account the lower demand in developed countries (mainly in Europe) and the situation of overcapacity faced in certain countries.
Other non-current provisions mainly relate to guarantees delivered in connection with disposals, employee litigations, commercial disputes and environmental obligations.
| At 30 Septemb er | |||
|---|---|---|---|
| (in € million) | 2014 | At 31 March 2014* | |
| Accrued pension and other employee benefit costs | (379) | (1,525) | |
| Prepaid pension and other employee benefit costs | 20 | 22 | |
| NET ACCRUED BENEFITS | (359) | (1,503) | |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
Movements over the period ended 30 September 2014 mainly arose from the classification of the Energy activities' net accrued benefits as "Liabilities related to assets held for sale" (see Note 4).
For each plan, the split of defined benefit obligations between continuing and discontinued activities is based on the proportion of beneficiaries which belong to the current Thermal Power, Renewable Power and Grid activities out of the total population.
Therefore, the main part of the United-Kingdom and Switzerland plans is presented in the "Liabilities related to assets held for sale" line of the balance sheet.
Actuarial gains and losses and asset ceiling arising from post-employment defined benefit plans directly recognised in equity for the half-year ended 30 September 2014 are the following:
| At 30 Septemb er | ||
|---|---|---|
| (in %) | 2014* | At 31 March 2014 |
| Discount rate | 3.48 | 3.73 |
| Rate of compensation increase | 3.05 | 2.91 |
* Assumptions relate to continuing activities (discount rate for the whole Group is 3.38%; rate of compensation increase for the whole Group is 2.94%)
Actuarial assumptions used vary by country and type of plan. Compensation increase assumptions are determined at business unit level and reviewed centrally.
| Half-year ended | |||
|---|---|---|---|
| 30 Septemb er | 30 Septemb er | ||
| (in € million) | 2014 | 2013* | |
| Service cost | (8) | (7) | |
| Defined contribution plans | (46) | (47) | |
| Income from operations | (54) | (54) | |
| Actuarial gains (losses) on other long-term benefits | - | - | |
| Past service gain (cost) | - | - | |
| Curtailments/settlements | - | - | |
| Other income (exp ense) | - | - | |
| Financial income (expense) | (7) | (6) | |
| TOTAL BENEFIT EXPENSE | (61) | (60) |
* Figures have been restated and represented as mentioned in Note 3 "Comparability" following the first application of IFRS 11 and following the application of IFRS 5 "Non-current assets held for sale and discontinued operations" in the context of the Energy disposal
The external financial debt is mainly hold by Alstom Holdings. Hence, it is presented within continuing operations.
| Carrying amount (in € million) | At 30 Sep temb er 2014 | At 31 March 2014* | |
|---|---|---|---|
| Bonds | 3,900 | 4,614 | |
| Other borrowing facilities | 937 | 537 | |
| Put options and earn-out on acquired entities | 2 | 40 | |
| Derivatives relating to financing activities | 30 | 13 | |
| Accrued interests | 94 | 55 | |
| Borrowings | 4,963 | 5,259 | |
| Non-current | 3,842 | 4,009 | |
| Current | 1,121 | 1,250 | |
| Obligations under finance leases | 28 | 96 | |
| Other obligations under long-term rental | 357 | 349 | |
| Ob ligations under finance leases | 385 | 445 | |
| Non-current | 325 | 398 | |
| Current | 60 | 47 | |
| TOTAL FINANCIAL DEBT | 5,348 | 5,704 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
| Nominal value | Nominal interest | Effective interest | ||
|---|---|---|---|---|
| (in € million) | Maturity date | rate | rate | |
| Alstom March 2015 | 60 | 09/03/2015 | 4.25% | 4.47% |
| Alstom October 2015 | 500 | 05/10/2015 | 2.88% | 2.98% |
| Alstom March 2016 | 500 | 02/03/2016 | 3.87% | 4.05% |
| Alstom February 2017 | 750 | 01/02/2017 | 4.13% | 4.25% |
| Alstom October 2017 | 350 | 11/10/2017 | 2.25% | 2.44% |
| Alstom October 2018 | 500 | 05/10/2018 | 3.63% | 3.71% |
| Alstom July 2019 | 500 | 08/07/2019 | 3.00% | 3.18% |
| Alstom March 2020 | 750 | 18/03/2020 | 4.50% | 4.58% |
The following table summarizes the significant components of the Group's bonds:
The other obligations under long-term rental represent liabilities related to lease obligations on trains and associated equipment (see Note 15).
The main categories of financial assets and financial liabilities of the Group are identical to those identified in the consolidated financial statements at 31 March 2014. Furthermore, variations between their fair values and carrying values have not changed significantly compared to 31 March 2014.
In the normal course of business, the Group is exposed to currency risk arising from tenders submitted in foreign currency, awarded contracts and any future cash out transactions denominated in foreign currency.
The Group requires all of its operating units to use forward currency contracts to eliminate the currency exposure on any individual sale or purchase transaction in excess of € 100,000. Forward currency contracts must be denominated in the same currency as the hedged item. It is the Group's policy to negotiate the maturities of hedge to match the terms of hedged risks to maximise hedge effectiveness.
Most of the hedging instruments are negotiated by Alstom Holdings and registered as hedging agreements between Alstom Holdings and the subsidiary of the Group concerned. Whenever local regulations prohibit this, hedging instruments are negotiated directly with local banks.
At 30 September 2014, the fair value of hedging instruments included in discontinued operations represents a net liability of € 64 million (of which € 27 million of hedging instruments against Alstom Holdings).
For a large Transport project located in South Africa, the hedged firm commitments resulting from the commercial contract are recognised on a forward rate basis. Provided that the
corresponding hedging relationship qualifies for hedge accounting, the change in fair value of the hedged items recorded at the project forward rate at inception offsets the change in fair value of the derivatives.
To increase its liquidity, the Group has in place a € 1,350 million revolving credit facility fully undrawn maturing in December 2016. This facility is subject to financial covenants based on consolidated data of Alstom Group. As of 30 September 2014, Alstom calculates covenants before the reclassifications in the income statement and the balance sheet required by IFRS 5 (i.e. considering both continuing and discontinued activities within the meaning of IFRS 5). The key Group indicators used to calculate the financial covenants are detailed below:
| Half-year ended 30 Sep tember | For the year ended 31 | |
|---|---|---|
| (in € million) | 2014 | March 2014* |
| EBITDA (excluding capital gain on disposal) (1) | 1,122 | 1,553 |
| Net interest expense (excluding interests related to obligations under finance leases) (1) | 213 | 194 |
| Total net debt (2) | 3,867 | 2,956 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
(1) Consistently with previous periods, calculated on a 12-month period taking into account the second semester 2013/2014 and the first semester 2014/2015
(2) Total net debt of both continuing and discontinued activities
| Covenants | Minimum Interest Cover |
Maximum total debt (in € million) |
Maximum total net deb t leverage |
|---|---|---|---|
| (a) | (b) | (c) | |
| 3 | 6,000 | 3.6 |
(a) Ratio of EBITDA (Earnings Before Interest and Tax plus Depreciation and Amortisation and excluding Capital gain/loss on disposal) to net interest expense (excluding interests related to obligations under finance leases). It amounts to 5.3 as at 30 September 2014 (8.0 at 31 March 2014).
(b) Total debt corresponds to borrowings, i.e. total financial debt less finance lease obligations. This covenant would apply if the Group is rated "non-investment grade" by both rating agencies, which is not the case at 30 September 2014.
(c) Ratio of total net debt (Total debt less marketable securities and cash and cash equivalents) to EBITDA. The net debt leverage as at 30 September 2014 is 3.4 (1.9 at 31 March 2014).
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a loss. The Group is exposed to credit risk on its operating activities (primarily for trade receivables) and on its financing activities, including deposits, foreign currency hedging instruments and other financial instruments with banks and financial institutions.
| At 30 Sep temb er | ||
|---|---|---|
| (in € million) | 2014 | At 31 March 2014* |
| Staff and associated liabilities | 318 | 1,161 |
| Corporate income tax | (5) | 96 |
| Other taxes | 136 | 493 |
| Deferred income | 133 | 119 |
| Other payables | 445 | 1,079 |
| Derivatives relating to operating activities | 486 | 295 |
| Remeasurement of hedged firm commitments in foreign currency | 72 | 350 |
| OTHER CURRENT OPERATING LIABILITIES | 1,585 | 3,593 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
Movements over the period ended 30 September 2014 mainly arose from the classification of the Energy activities' other current operating liabilities as "Liabilities related to assets held for sale" for an amount of € 2,357 million (see Note 4).
Contractual obligations of the Group towards its customers may be guaranteed by bank bonds or insurance bonds. Bank and insurance bonds may guarantee liabilities already recorded on the balance sheet as well as contingent liabilities.
As at 30 September 2014, the Group has in place both uncommitted bilateral lines in numerous countries up to € 23.9 billion and a Committed Syndicated Bonding Facility allowing issuance of instruments up to € 9 billion valid up to 27 July 2016.
As at 30 September 2014, the total outstanding bonding guarantees related to contracts from continuing activities, issued by banks or insurance companies, amounts to € 6.9 billion (€ 7.5 billion at 31 March 2014).
The available amount under the Committed Bonding Facility at 30 September 2014 amounts to € 2.2 billion (€ 2.0 billion at 31 March 2014). The available amount under bilateral lines at 30 September 2014 amounts to € 12.1 billion. The Committed Bonding Facility includes a certain number of financial covenants based on consolidated figures of the Group. As of 30 September 2014, Alstom calculates covenants before the reclassifications in the income statement and the balance sheet required by IFRS 5 (i.e. considering both continuing and discontinued activities within the meaning of IFRS 5). The key Group indicators used to calculate the financial covenants are detailed below:
| Half-year ended 30 Sep tember | For the year ended 31 | |
|---|---|---|
| (in € million) | 2014 | March 2014* |
| EBITDA (excluding capital gain on disposal) (1) | 1,122 | 1,553 |
| Net interest expense (excluding interests related to obligations under finance leases) (1) | 213 | 194 |
| Total net debt (2) | 3,867 | 2,956 |
* Figures have been restated as mentioned in Note 3 "Comparability" following the first application of IFRS 11
(1) Consistently with previous periods, calculated on a 12-month period taking into account the second semester 2013/2014 and the first semester 2014/2015
(2) Total net debt of both continuing and discontinued activities
| Minimum Interest | Maximum total debt | Maximum total net | ||
|---|---|---|---|---|
| Covenants | Cover | (in € million) | debt leverage | |
| (a) | (b) | (c) | ||
| 3 | 6,000 | 3.6 |
(a) Ratio of EBITDA (Earnings Before Interest and Tax plus Depreciation and Amortisation and excluding Capital gain/loss on disposal) to net interest expense (excluding interests related to obligations under finance leases). It amounts to 5.3 as at 30 September 2014 (8.0 at 31 March 2014).
(b) Total debt corresponds to borrowings, i.e. total financial debt less finance lease obligations. This covenant would apply if the Group is rated "non-investment grade" by both rating agencies, which is not the case at 30 September 2014.
(c) Ratio of total net debt (Total debt less marketable securities and cash and cash equivalents) to EBITDA. The net debt leverage as at 30 September 2014 is 3.4 (1.9 at 31 March 2014).
Until 2003, the Group provided some financial support, referred to as vendor financing, to financial institutions financing certain purchasers of Transport equipment.
At 30 September 2014, guarantees given as part of past vendor financing arrangements concern guarantees given as part of a leasing scheme involving London Underground Limited (Northern Line) and amount to £ 177 million (€ 228 million and € 214 million at 30 September 2014 and at 31 March 2014 respectively).
Were London Underground Limited to decide not to extend the contract beyond 2017, and to hand the trains back, the Group has guaranteed to the lessors that the value of the trains and associated equipment, net of the £ 15 million non-extension payment due by London Underground, should not be less than £ 177 million in 2017. The £ 177 million is included in the € 357 million amount of "Other obligations under long-term rental" (see Note 23).
As indicated in Note 1, within the contemplated sale of Alstom's Energy activities to General Electric, General Electric has undertaken to take on all liabilities and risks exclusively or predominantly associated with the said activities.
The Group is engaged in several legal proceedings, mostly contract-related disputes that have arisen in the ordinary course of business. These disputes, often involving claims for contract delays or additional work, are common in the areas in which the Group operates, particularly for large long-term projects. In some cases, the amounts, which may be significant, are claimed against the Group, sometimes jointly with its consortium partners.
In some proceedings the amount claimed is not specified at the beginning of the proceedings. Amounts retained in respect of litigation are taken into account in the estimate of margin at completion in case of contracts in progress or included in provisions and other current liabilities in case of completed contracts when considered as reliable estimates of probable liabilities. Actual costs incurred may exceed the amount of initial estimates because of a number of factors including the inherent uncertainties of the outcome of litigation.
Some of the Group's subsidiaries are subject to civil proceedings in relation to the use of asbestos in France essentially and in the United States of America and the United Kingdom. In France, these proceedings are initiated by certain employees or former employees suffering from an occupational disease in relation to asbestos with the aim of obtaining a court decision allowing them to obtain a supplementary compensation from the French Social Security funds. In addition employees and former employees of the Group not suffering from an asbestos related occupational disease have started lawsuits before the French courts with the aim of obtaining compensation for damages in relation to their alleged exposure to asbestos, including the specific "anxiety damage".
The Group believes that the cases where it may be required to bear the financial consequences of such civil or criminal proceedings do not represent a material exposure. While the outcome of the existing asbestos-related cases cannot be predicted with reasonable certainty, the Group believes that these cases would not have any material adverse effect on its financial condition.
In April 2006, the European Commission initiated proceedings against Alstom, along with a number of other companies, based on allegations of anti-competitive practices in the sale of gasinsulated switchgears ("GIS equipment"), a product of its former Transmission & Distribution business sold to Areva in January 2004, following investigations that began in 2004.
On 24 January 2007, the European Commission levied a fine of €65 million against Alstom which includes €53 million on a joint and several basis with Areva T&D (Alstom Grid). Alstom has requested the cancellation of this decision before the General Court of the European Union. On 3 March 2011 the Court reduced the amount of fine levied against Alstom to €58.5 million out of which €48.1 million on a joint and several basis with Areva T&D (Alstom Grid). On 20 May 2011, Alstom requested the cancellation of this decision before the Court of Justice of the European Union. The final decision occurred on 10 April 2014 and Alstom paid a total amount of € 79.3 million corresponding to the reduced fine plus legal interests.
Following the European Commission's decision, on 17 November 2008, National Grid commenced a civil action before the High Court of Justice in London to obtain damages against the manufacturers of GIS equipment, including Alstom and certain of its subsidiaries. National Grid asserted that it had suffered damages from all manufacturers concerned for a total amount of £275 million. Alstom contested the facts. A full and final settlement was agreed amongst all parties in June 2014. Two other civil actions started in May and September 2010 before national jurisdictions for a global amount of approximately €32 million. These actions are ongoing.
On 16 September 2013 the Israeli Antitrust Authority issued a decision whereby Alstom and other companies were held liable for anti-competitive arrangement in the GIS Israeli market. No fine will be imposed to Alstom arising out of this decision. Alstom appealed this decision in October 2014. Following the decision, the Israeli state-owned company for the power distribution started in December 2013 a civil action amounting to € 784 million against the members of the alleged anti-competitive arrangement. Alstom has submitted its defense. Two class actions have also been initiated against the members of the alleged anti-competitive arrangement for overcharge. These class actions are suspended for an undetermined period for procedural reasons. Alstom vigorously contests these procedures on the merits and considers it has good arguments to defend these cases.
On 20 November 2008, the European Commission sent a statement of objections to a number of manufacturers of power transformers, including Alstom, concerning their alleged participation in anti-competitive arrangements. Alstom has contested the materiality of the alleged facts. On 7 October 2009, the European Commission levied a fine of €16.5 million against Alstom which includes €13.5 million on a joint and several basis with Areva T&D (Alstom Grid). Alstom has requested the cancellation of this decision before the General Court of the European Union on 21 December 2009. The hearings on the merits took place and the decision is expected to occur in the coming months.
In July 2013, the Brazilian Competition Authority ("CADE") raided a number of companies involved in transportation activities in Brazil, including the subsidiary of Alstom Transport, following allegations of anti-competitive practices and illegal payments. After a preliminary investigation stage, CADE notified in March 2014 the opening of an administrative procedure against several companies, of which the Alstom Transport's subsidiary in Brazil, and certain current and former employees of the Group. Alstom Transport fully cooperates with CADE. In case of proven anti-competitive practices, possible sanctions include fines, criminal charges and a temporary exclusion from public contracts. Civil damages are also possible. This procedure is at an early stage.
Certain companies and/or current and former employees of the Group are currently being investigated in various countries, by judicial authorities (including in France, in the United States of America, in the United Kingdom and in Brazil) or international financial institutions with respect to alleged illegal payments in certain countries.
With respect to these above mentioned matters, the Group is cooperating with the concerned authorities or institutions. These procedures may result in criminal sanctions, including fines which may be significant, exclusion of Group subsidiaries from tenders and third-party actions.
In the United States, the U.S. Department of Justice (DoJ) began in 2010 investigations on subsidiaries of the Group relating to alleged potential violations of the Foreign Corrupt Practices Act. The Group is working diligently with the DoJ to answer questions and produce documents associated with the projects which are in the scope of the DoJ investigations in order to address any possible improper conduct. There are indications that settlement discussions could occur in the near term. However, at this stage, the Group is unable to predict their consequences and notably the level of fines it may receive.
In the United Kingdom, the Serious Fraud Office (SFO) began investigations in 2010. The SFO opened in July 2014 criminal prosecutions against one entity of the Group and certain current and past employees of the Group in connection with transportation projects located in Poland, Tunisia and India. These proceedings are at anearly stage.
The World Bank sanctioned Alstom for improper payment and on 22 February 2012, as part of a negotiated resolution agreement, the World Bank announced its decision to debar ALSTOM Hydro France and ALSTOM Network Schweiz AG (Switzerland) and their affiliates from public tenders financed by the World Bank for a period of three years which is scheduled to end on 22 February 2015.
In 2006, Alstom was awarded by AES a contract for the manufacture of a lignite-fired station in Maritza, Bulgaria. During the execution of the project, Alstom experienced delays and works disruptions mostly due to the defective nature of the lignite supplied by AES. In February and March 2011, AES called the performance bank guarantee and terminated the contract. An arbitration procedure initiated by Alstom, for wrongful termination notably is on-going. According to the latest arbitral timetable, the arbitral award is expected by the end of 2014.
On 22 June 2009, a collision between two metro trains occurred in the Washington D.C. metro resulting in the death of 9 persons and the injury of 52 persons. The claims against Alstom Signaling Inc. initially amounted to approximately \$475 million. A report of the National Transportation Safety Board on the causes of the accident partially implicated equipment supplied by Alstom Signaling Inc. All the 120 claims made are now closed and were covered by the Group's insurance policies.
In 2006, Alstom was awarded by BKV a contract for the delivery of metros for two lines in the city of Budapest. During the execution of the project, Alstom experienced delays mostly related to technical change requests from BKV and the refusal by the Hungarian Authority "NKH" to deliver the final train homologation in 2010 (in August 2007, NKH granted a Preliminary Type License). On 19 October 2010 BKV terminated the contract and called the bank guarantees. In July 2011 the parties agreed the re-entry into force of the contract and the suspension of the arbitration procedure initiated by Alstom in January 2011. The final train homologation was obtained in July 2012. On 17 December 2012, the arbitration resumed to solve notably the issue of the damages resulting from the delays on the project. The contract execution is ongoing as well as the arbitration proceedings which are at the phase of assessments of damages claimed by the parties.
In March 2007, the Turkish Ministry of Transport (DLH) awarded the contract to upgrade approximately 75 km of railway infrastructure in the Istanbul region, known as the "Marmaray Commuter Rail Project (CR-1)" to Alstom Dogus Marubeni (AMD), of which Alstom Transport's main French subsidiary is a member. This project, which included works on the transcontinental railway tunnel under the Bosphorus, has undergone significant delays mainly due to difficulties for the DLH to make the construction site available. Thus, the AMD consortium terminated the contract in 2010. This termination was challenged by DLH, who thereafter called the bank guarantees issued by the consortium up to an amount of approximately €80 million. Following injunctions, the payment of such bank guaranties was forbidden and the AMD consortium immediately initiated an arbitration procedure to resolve the substantive issues. The arbitral tribunal's decision on the merits of the contract termination should be issued in the coming months. It will be followed by a second phase relating to the quantification of damages.
In July 2008, the Sao Paolo metro company (CMSP) awarded to Alstom Transport's subsidiary in Brazil a contract for the installation of signaling systems on lines 1, 2 and 3 of the Sao Paolo metro. The completion of the project suffered from significant delays, the causes of which are disputed by the parties, each party attributing the origin of such delays to the other. As a result of CMSP's application of delay penalty fees, and its denial of a grant of deadline extensions and financial compensation, Alstom Transport's subsidiary in Brazil brought its claims before an arbitral tribunal. This proceeding is on-going.
Alstom Transport's subsidiary in Italy is involved in two litigation proceedings with the Italian railway company Trenitalia. One is related to a supply contract of regional Minuetto trains awarded in 2001, and the other to a supply contract of high-speed Pendolino trains awarded in 2004. Each of these contracts has undergone technical issues and delays leading the Trenitalia company to apply delay penalty fees and to withhold payments. Since the parties dispute the origins of the technical failures as well as the causes and responsibilities of the delays, the matter was brought before Italian courts in 2010 and 2011 respectively. These proceedings are on-going.
The Group has identified the following related parties:
Bouygues, a French company listed on Paris stock market, is the main shareholder of the Group, holding more than 5% of the parent company's share capital. At 30 September 2014, Bouygues holds 29.3% of Alstom's share capital and voting rights.
Bouygues and Alstom are involved in various contracts which are part of the ordinary course of business (e.g. phone contracts, construction contracts). All these relations are subject to normal market terms and conditions. Those operating flows are not material at Group's level.
Related party transactions are mainly transactions with associates over which Alstom exercises significant influence or joint ventures over which Alstom exercises joint control. At Group level, transactions with related parties are undertaken at market prices.
| Half-year ended 30 September 2014 | At 30 September 2014 | |||
|---|---|---|---|---|
| (in € million) | Income | Exp enses | Receivab les | Liab ilities |
| Joint ventures | 58 | - | 32 | - |
| Associates | 1 | - | 1 | - |
The Group has not identified any subsequent event to be reported.
The major companies of the Group are listed below. The list of all consolidated companies is available upon request at the head office of the Group.
| Companie s | Country | Owne rship % | Consolidation Me thod |
|---|---|---|---|
| Pare nt company | |||
| ALSTOM SA | France | - | Parent company |
| Holding companies | |||
| ALSTOM Holdings | France | 100% | Full consolidation |
| ALSTOM Transport | France | 100% | Full consolidation |
| ALSTOM Transport SA | France | 100% | Full consolidation |
| ALSTOM Spa | Italy | 100% | Full consolidation |
| ALSTOM Ferrovaria Spa | Italy | 100% | Full consolidation |
| ALSTOM Transport Holdings BV | Netherlands | 100% | Full consolidation |
| ALSTOM Espana IB SA Holding | Spain | 100% | Full consolidation |
| ALSTOM Transport UK Holdings Ltd | United Kingdom | 100% | Full consolidation |
| ALSTOM Transport Holding US Inc | USA | 100% | Full consolidation |
| Industrial companies | |||
| ALSTOM Algéria Spa | Algeria | 100% | Full consolidation |
| ALSTOM Transport Australia Pty Limited | Australia | 100% | Full consolidation |
| ALSTOM Belgium SA | Belgium | 100% | Full consolidation |
| ALSTOM Brasil Energia e Transporte Ltda | Brazil | 100% | Full consolidation |
| ALSTOM Transport Canada | Canada | 100% | Full consolidation |
| ALSTOM Transport SA | France | 100% | Full consolidation |
| ALSTOM Transport Deutschland GmbH | Germany | 100% | Full consolidation |
| ALSTOM Hong-Kong Ltd | Hong Kong | 100% | Full consolidation |
| ALSTOM Transport India Limited | India | 100% | Full consolidation |
| ALSTOM Ferrovaria Spa | Italy | 100% | Full consolidation |
| ALSTOM Transport Mexico, S.A. de C.V. | Mexico | 100% | Full consolidation |
| ALSTOM Transport BV | Netherlands | 100% | Full consolidation |
| The Breakers Investments B.V. (Transmashholding) | Netherlands | 25% | Equity method |
| ALSTOM Transport SA Romania | Romania | 98% | Full consolidation |
| ALSTOM Transport (S) Pte Ltd | Singapore | 100% | Full consolidation |
| Gibela Rail Transport Consortium (Pty) Ltd | South Africa | 61% | Full consolidation |
| ALSTOM Transporte SA | Spain | 100% | Full consolidation |
| ALSTOM Transport AB | Sweden | 100% | Full consolidation |
| ALSTOM Transport UK Ltd | United Kingdom | 100% | Full consolidation |
| ALSTOM NL Service Provision Ltd | United Kingdom | 100% | Full consolidation |
| ALSTOM Signalling Inc. | USA | 100% | Full consolidation |
| ALSTOM Transportation Inc. | USA | 100% | Full consolidation |
| Companies | Country | Ownership % | Consolidation Method |
|---|---|---|---|
| Holding companies | |||
| ALSTOM Australia Holdings LTD | Australia | 100% | Full consolidation |
| ALSTOM China Investment Co Ltd | China | 100% | Full consolidation |
| ALSTOM Power Holdings SA | France | 100% | Full consolidation |
| ALSTOM Renewable Holding France | France | 100% | Full consolidation |
| ALSTOM Deutschland AG | Germany | 100% | Full consolidation |
| Grid Equipments Limited | India | 100% | Full consolidation |
| ALSTOM NV | Netherlands | 100% | Full consolidation |
| ALSTOM Renewable Holding BV | Netherlands | 100% | Full consolidation |
| ALSTOM Grid Holding BV | Netherlands | 100% | Full consolidation |
| ALSTOM Finance BV | Netherlands | 100% | Full consolidation |
| ALSTOM (Switzerland) Ltd | Switzerland | 100% | Full consolidation |
| ALSTOM UK Holdings Ltd | United Kingdom | 100% | Full consolidation |
| ALSTOM Inc | USA | 100% | Full consolidation |
| ALSTOM Power Inc | USA | 100% | Full consolidation |
| Industrial companies | |||
| ALSTOM Limited | Australia | 100% | Full consolidation |
| ALSTOM Grid Australia Ltd | Australia | 100% | Full consolidation |
| ALSTOM Energias Renovaveis Ltda | Brazil | 100% | Full consolidation |
| ALSTOM Grid Energia Ltda | Brazil | 100% | Full consolidation |
| ALSTOM Power Canada Inc | Canada | 100% | Full consolidation |
| ALSTOM Grid Canada,Inc | Canada | 100% | Full consolidation |
| TIANJIN ALSTOM Hydro Co., Ltd | China | 99% | Full consolidation |
| ALSTOM Power Systems SA | France | 100% | Full consolidation |
| ALSTOM Grid SAS | France | 100% | Full consolidation |
| ALSTOM Power Service | France | 100% | Full consolidation |
| COGELEX | France | 100% | Full consolidation |
| ALSTOM Hydro France | France | 100% | Full consolidation |
| ALSTOM Power GmbH | Germany | 100% | Full consolidation |
| ALSTOM Grid GmbH | Germany | 100% | Full consolidation |
| ALSTOM Power Systems GmbH | Germany | 100% | Full consolidation |
| ALSTOM Boiler Deutschland GmbH | Germany | 100% | Full consolidation |
| ALSTOM T&D India Limited | India | 75% | Full consolidation |
| ALSTOM India Limited | India | 69% | Full consolidation |
| ALSTOM Services Sdn Bhd | Malaysia | 100% | Full consolidation |
| ALSTOM Mexicana S.A. de C.V. | Mexico | 100% | Full consolidation |
| ALSTOM Power Sp.z o.o. | Poland | 100% | Full consolidation |
| ALSTOM S&E Africa (Pty) | South Africa | 100% | Full consolidation |
| ALSTOM Power Service (Pty) Ltd | South Africa | 100% | Full consolidation |
| ALSTOM Renovables Espana, S.L. | Spain | 100% | Full consolidation |
| ALSTOM Power Sweden AB | Sweden | 100% | Full consolidation |
| ALSTOM (Switzerland) Ltd | Switzerland | 100% | Full consolidation |
| ALSTOM Power O & M Ltd | Switzerland | 100% | Full consolidation |
| ALSTOM Renewable (Switzerland) Ltd | Switzerland | 100% | Full consolidation |
| ALSTOM Grid AG | Switzerland | 100% | Full consolidation |
| ALSTOM Grid Enerji Endustrisi A.S. | Turkey | 100% | Full consolidation |
| ALSTOM Middle East FZE | United Arab Emirates | 100% | Full consolidation |
| ALSTOM Ltd | United Kingdom | 100% | Full consolidation |
| ALSTOM Power Inc. | USA | 100% | Full consolidation |
| ALSTOM Grid Inc. | USA | 100% | Full consolidation |
| POWER SYSTEMS MFG., LLC | USA | 100% | Full consolidation |
| ALSTOM Boilers US LLC | USA | 100% | Full consolidation |
| ALSTOM Hydro Venezuela, S.A. | Venezuela | 100% | Full consolidation |
Statutory auditor's review report on the interim financial information
PricewaterhouseCoopers Audit 63, rue de Villiers 92200 Neuilly-sur-Seine
MAZARS 61, rue Henri Regnault 92400 Courbevoie
(Period from 1 April to 30 September 2014)
This is a free translation into English of the Statutory Auditors' review report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders, ALSTOM 3 avenue André Malraux 92300 LEVALLOIS-PERRET
In compliance with the assignment entrusted to us by your Shareholder's Meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:
These condensed interim consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - the standard of IFRSs as adopted by the European Union applicable to interim financial information.
Without qualifying our conclusion, we draw your attention to the matters set out in the following notes to the condensed interim consolidated financial statements:
We have also verified the information given in the interim management report on the condensed interim consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed interim consolidated financial statements.
Neuilly-sur-Seine and Courbevoie, 5 November 2014
The Statutory Auditors French original signed by
PricewaterhouseCoopers Audit
MAZARS
Olivier Lotz
Thierry Colin
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