Interim / Quarterly Report • Nov 10, 2020
Interim / Quarterly Report
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As of 30 September 2020
This document is a free translation of the French language original version
| Management report on condensed interim consolidated financial statements, | Page 3 |
|---|---|
| half-year ended 30 September 2020 | |
| Condensed interim consolidated financial statements, | Page 19 |
| half-year ended 30 September 2020 | |
| Report of independent auditors on the half-year financial information | Page 54 |
| Responsibility statement of the person responsible for the half-year financial report | Page 57 |
Société anonyme with a share capital of €1,588,222,755 48, rue Albert Dhalenne 93400 Saint-Ouen-sur-Seine (France) Tel. : +33 (0)1 57 06 90 00 Fax : +33 (0)1 57 06 96 66 RCS : 389 058 447 Bobigny www.alstom.com
Management report on condensed interim consolidated financial statements, Half-year ended 30 September 2020
On 31 July 2020, the European Commission cleared Alstom's acquisition of Bombardier Transportation. The Commission's approval for the transaction is conditional on the proposed engagements that consist of:
On 16 September 2020, Alstom and Alstom Holdings signed a sale and purchase agreement with Bombardier Inc ("Bombardier") and Caisse de Dépôt et Placement du Québec (''CDPQ''), and certain subsidiaries of Bombardier and CDPQ for the acquisition of Bombardier Transportation by Alstom Holdings. Terms of the agreement were adapted due to the current situation. A €300 million reduction in the price range compared to the €5.8 billion to €6.2 billion range communicated on 17 February 2020 has been agreed with Bombardier and CDPQ.
On 16 September 2020, Alstom also signed investments agreements with, respectively, Bombardier and CDPQ. Pursuant to such investment agreements, Bombardier and CDPQ will subscribe to reserved capital increases to their benefit, in order to reinvest in Alstom's capital part of the proceeds from the sale of Bombardier Transportation, and, with respect to CDPQ only, to invest additional amounts in Alstom's capital.
On 7 October 2020, an amendment to the Universal Registration Document 2019/20 was filed with the French financial markets authority (Autorité des marchés financiers – AMF). On such date, the AMF also approved the prospectus related to the reserved capital increases for the benefit of, respectively, Bombardier and CDPQ.
On 29 October 2020, a combined shareholders' meeting approved all the resolutions presented, including the resolutions related to the proposed rights issue, the reserved capital increases and the removal of the double voting rights. Such removal was also approved by a special meeting of the double voting rights holders held on the same day.
The rights issue is contemplated to take place between Q4 2020 and H1 2021, subject to market conditions.
The closing of the acquisition of Bombardier Transportation is expected to take place in Q1 2021 subject to regulatory approvals and customary closing conditions.
Excluding the repayment of any Bombardier and/or CDPQ recapitalizations (up to €750 million) that may take place prior to closing and any downward adjustments linked to net cash protection mechanism, the price range for the acquisition of 100% of Bombardier Transportation shares has now been adjusted to a €5.5 billion to €5.9 billion range compared to a €5.8 billion to €6.2 billion range communicated on 17 February 2020.
Alstom considers that the proceeds are likely to amount up to €5.3 billion, based on estimated potential post-closing adjustment and obligations linked to the net cash protection mechanism. The cash proceeds to Bombardier (excluding the equivalent €500 million linked to the reserved capital increase of Bombardier) will be paid in US dollars at an agreed exchange rate EUR/USD of circa 1/1.17. This payment is hedged in USD.
The financing structure is as follows:
The Steering Committee of the Euronext Indices has decided to include Alstom in the list of the 40 stocks making up the French CAC40 index. This inclusion is effective since 21 September 2020.
On 30 September 2020, Bouygues announced the successful placement of around 4.8% of Alstom's share capital. Following the transaction, the settlement of which occurred on 3 November 2020, Bouygues' shareholding in Alstom stands at approximately 9.7%.
Group's key performance indicators for the first half of fiscal year 2020/21:
| % Variation | ||||
|---|---|---|---|---|
| Sep. 20/ Sep. 19 | ||||
| Half-Year ended | Half-Year ended | |||
| 30 Sep temb er | 30 Sep temb er | Actual | Organic | |
| (in € million) | 2020 | 2019 | ||
| Orders Received | 2,652 | 4,618 | (43%) | (42%) |
| Orders Backlog | 40,001 | 41,330 | (3%) | 2% |
| Sales | 3,518 | 4,140 | (15%) | (13%) |
| aEBIT | 263 | 319 | (18%) | |
| aEBIT % | 7.5% | 7.7% | ||
| EBIT | 190 | 281 | ||
| Net Profit - Group share | 170 | 227 | ||
| Free Cash Flow | (253) | (19) | ||
| Capital Employed | 2,881 | 2,469 | ||
| Net Cash/(Debt) | 843 | 991 | ||
| Equity | 3,341 | 3,135 |
The Alstom Group does business in numerous countries that have significantly been affected by the Covid-19 epidemic and is carefully monitoring the situation while taking all necessary actions to protect its employees, suppliers and subcontractors, as well as to reduce the economic and financial impacts of this unprecedented crisis.
The identified incremental costs relating to Covid-19 incurred during the first half of fiscal year 2020/21, amounted to €68 million, stemming both from inefficiencies and expenses dedicating specifically to Covid-19 matters. These costs were all incurred in the first quarter of this fiscal year. Inefficiencies are costs induced by the inability of certain employees to come to the workplace in the wake of Covid-19 lockdowns. Alstom considers dedicated expenses to be costs mainly related to cleaning and purchase of equipment to protect its employees from the virus. These costs are not included in the percentage of completion formula of the project and have not generated revenue. They have been recognized in the primary statement of the income statement under the caption Cost of sales.
At the end of September, operations were running at a pace in line with the pre-existing Covid-19 crisis conditions.
Impairment tests have been performed on goodwill (see Note 11 of the condensed interim financial statements), tangible assets, intangible assets and deferred taxes (see Note 8 of the condensed interim financial statements) with no impairment risks identified as of end of September 2020.
The Group's response to the crisis focused on resuming production in a sanitary safe environment to ensure continuity of project execution while implementing company-wide cost saving measures. Alstom adapted the ways of working of its employees and limited non-essential travels and events. The Group also promoted salary moderation and kept a tight control over additional recruitments. The company has re-assessed investment priorities to rationalise cash spend while ensuring that R&D investments remained at the level that was deemed required to deliver on the Alstom in Motion strategy roadmap.
The above-mentioned figures are adjusted as follows for foreign exchange variation resulting from the translation of the original currency to Euro, as well as for change in scope.
The below table shows how the prior year actual figures are converted into a like-for-like set of numbers for comparison purposes:
| Half-Year ended 30 Sep tember 2020 |
Half-Year ended 30 September 2019 | Sep. 20/ Sep. 19 | ||||
|---|---|---|---|---|---|---|
| (in € million) | Actual figures |
Actual figures |
Exchange rate |
Comparable Figures |
% Var Act. | % Var Org. |
| Orders Backlog | 40,001 | 41,330 | (2,180) | 39,150 | (3%) | 2% |
| Orders Received | 2,652 | 4,618 | (44) | 4,574 | (43%) | (42%) |
| Sales | 3,518 | 4,140 | (104) | 4,036 | (15%) | (13%) |
The actual figures for the first half of fiscal year 2019/20 (orders backlog, orders received and sales) are restated to reflect September 2020 exchange rates.
Through its affiliate SpeedInnov, a joint-venture created in 2015 with ADEME, Alstom focused on its 'Very high-speed train of the future' project, aiming to promote a new generation of very high-speed trainset which will reduce acquisition and operating costs by at least 20% (compared to the previous train generation), optimise the environmental footprint and broaden commercial offer to improve passenger experience. In this context, Alstom subscribed to a capital increase in this joint-venture in an amount of €27 million in June 2020, increasing its stake from 71.0% to 74.0% with no change in the consolidation method (Joint control).
On 30 June 2020, Alstom acquired 100% of IBRE (International Braking & Railway Equipment) shares, a company based in France and renamed "Alstom IBRE". This company is specialized in the development, the manufacturing and the supply of railway brake discs. Their reliable high-quality products are recognized by the most important European railway administrations. The entity is fully consolidated in the Group's accounts. Preliminary goodwill amounts to €8 million. The purchase price allocation is not fully completed and will be finalized within twelve months after the acquisition date. The sales of the period are not material.
The Covid-19 crisis has negatively affected financial performance to date in the 2020/21 fiscal year. However, anticipating a strong pipeline for the second semester 2020/21 and based on the production pick-up that was observed during the second quarter 2020/21, Alstom has the following forecasts for the full 2020/21 fiscal year:
The forecasts for the fiscal year ending 31 March 2021 presented below have been prepared in accordance with the accounting policies applied in the consolidated financial statements of the Company for the fiscal year ended 31 March 2020 and the interim six-month period ended 30 September 2020. The definition of adjusted EBIT margin is the same as the definition used at 31 March 2020 and September 30, 2020. The adjusted EBIT margin excludes Covid-19 incremental and related inefficiencies costs.
These forecasts are based on Alstom's scope of consolidation at the end of September 2020, therefore exclude any scope impacts from the expected Bombardier Transportation acquisition. They are mainly based on the following assumptions:
The above-described outlook contains forward-looking statements which are based on current plans and forecasts of Alstom's management. Such forward-looking statements are relevant to the current scope of activity and are by their nature subject to a number of important risks and uncertainty factors (such as those described in the documents filed by Alstom with the French AMF) that could cause actual results to differ from the plans, objectives and expectations expressed in such forward-looking statements. These forward-looking statements speak only as of the date on which they are made, and Alstom undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
Alstom's order intake amounted to €2.7 billion during the first half of fiscal year 2020/21, against €4.6 billion for the same period last year.
| Geograp hic b reakdown | % Variation Sep . 20/ Sep . 19 |
|||||
|---|---|---|---|---|---|---|
| Actual figures | Half-Year ended 30 Sep temb er |
% of contrib |
Half-Year ended 30 Sep temb er |
% of contrib |
Actual | Organic |
| (in € million) Europe |
2020 1,088 |
41% | 2019 3,900 |
84% | (72%) | (72%) |
| Americas | 249 | 10% | 413 | 9% | (40%) | (34%) |
| Asia/Pacific | 432 | 16% | 255 | 6% | 70% | 72% |
| Africa/Middle East/Central Asia | 883 | 33% | 50 | 1% | 1664% | 1663% |
| ORDERS BY DESTINATION | 2,6 52 | 100% | 4,6 18 | 100% | (43%) | (42%) |
| Product b reakdown | % Variation Sep. 20/ Sep . 19 |
|||||
|---|---|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of | ||
| 30 September | contrib | 30 Sep temb er | contrib | Actual | Organic | |
| (in € million) | 2020 | 2019 | ||||
| Rolling stock | 890 | 34% | 2,435 | 53% | (63%) | (63%) |
| Services | 820 | 31% | 1,453 | 31% | (44%) | (42%) |
| Systems | 374 | 14% | 51 | 1% | 634% | 638% |
| Signalling | 568 | 21% | 679 | 15% | (16%) | (16%) |
| ORDERS BY DESTINATION | 2,652 | 100% | 4,6 18 | 100% | (43%) | (42%) |
In Europe, Alstom recorded €1.1 billion order intake during the first half of fiscal year 2020/21, as compared to €3.9 billion over the same period last year, mainly fuelled by an order to supply 49 tramways for Nantes, an additional order for 11 CitadisTM DualisTM trains under the conditions of the SNCF framework contract TTNG, and a Signalling contract of the ARGOS partnership with SNCF to develop the new generation interlocking solution in France. Alstom also secured an order to provide digital train control, traffic management and electrification infrastructure as part of the rehabilitation and modernisation of the Sighisoara-Brasov section of the European Rhine-Danube rail corridor in Romania.
Last year, the order intake in Europe included additional CoradiaTM Polyvalent regional trains and AveliaTM Euroduplex trains in France, additional PendolinoTM high-speed trains along with maintenance service, and Smart CoradiaTM POP regional trains in Italy, and CoradiaTM iLint trains and associated maintenance in Germany.
In Americas, Alstom continues to stabilise its footprint in Latin America for Services and to secure further Signalling products orders in North America. The Group reported €0.2 billion of orders for the first half of fiscal year 2020/21, notably with the renewal of a full maintenance contract for 158 locomotives of Ferrosur fleet in Mexico, down by 40% as compared to the same period of last year, which stood at €0.4 billion.
In Asia/Pacific, the order intake stood at €0.4 billion, up by 70% as compared to the same period of the last fiscal year, mainly thanks to the extension project of Taipei Metro Line 7 in Taiwan. Alstom will be responsible for the design, manufacturing, testing and commissioning of 16 additional fully automated, four-car Metropolis trains, Urbalis 400 Communication Based Train Control (CBTC) signalling system, Supervisory Control and Data Acquisition (SCADA) system, as well as platform screen doors. The Group was also awarded a 6-year Services contract in China to overhaul 180 locomotives.
In Africa/Middle East/Central Asia, the Group reported €0.9 billion order intake thanks to the securing of rolling stock and maintenance follow-on orders of currently active projects.
| Country | Product | Description |
|---|---|---|
| China | Services | Overhaul of 180 locomotives for 6 years |
| France | Rolling stock | Supply of 49 Citadis X05TM trains to Nantes Métropole |
| France | Signalling | Supply of a new generation interlocking solution for SNCF |
| France | Rolling stock | Supply of 11 additional Citadis TM Dualis TM trains for SNCF |
| Mexico | Services | Renewal of full maintenance contract for 158 locomotives of Ferrosur fleet |
| Romania | Systems | Rehabilitation and modernisation of part of the Rhine-Danube rail corridor |
| Taiwan | Systems | Supply of integrated metro system for Taipei Metro Line 7 extension |
Alstom received the following major orders during the first semester of the 2020/21 fiscal year:
As of 30 September 2020, the orders backlog stood at €40.0 billion, providing the Group with strong visibility over future sales. This represents a decrease of 3% on an actual basis, but a 2% increase on an organic basis as compared to 30 September 2019.
Key Systems contracts are now nearing completion in Africa/Middle East/Central Asia and Latin America regions and come as an explanation to the product line backlog decrease.
The depreciation of the currencies against the Euro (EUR) since September 2019, mainly the South African Rand (ZAR) in Africa/ Middle East/Central Asia and the Indian Rupee (INR) in Asia/Pacific, negatively impacted backlog for a total amount of €2.2 billion. This mostly affected the rolling stock and systems products backlog.
| Geographic breakdown | ||||
|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of |
| 30 Sep temb er | 30 Sep temb er | |||
| (in € million) | 2020 | contrib | 2019 | contrib |
| Europe | 20,398 | 51% | 20,024 | 48% |
| Americas | 5,106 | 13% | 6,220 | 15% |
| Asia/Pacific | 6,262 | 16% | 5,617 | 14% |
| Africa/Middle East/Central Asia | 8,235 | 20% | 9,469 | 23% |
| BACKLOG BY DESTINATION | 40,001 | 100% | 41,330 | 100% |
| Product breakdown | ||||
|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of |
| 30 September | 30 Sep tember | |||
| (in € million) | 2020 | contrib | 2019 | contrib |
| Rolling stock | 19,838 | 50% | 21,340 | 52% |
| Services | 13,899 | 35% | 13,273 | 32% |
| Systems | 2,218 | 5% | 2,961 | 7% |
| Signalling | 4,046 | 10% | 3,756 | 9% |
| BACKLOG BY DESTINATION | 40,001 | 100% | 41,330 | 100% |
Alstom's sales amounted to €3.5 billion for the first half of fiscal year 2020/21, decreasing by 15% on an actual basis and by 13% organically compared to the same period of last year.
The Covid-19 crisis has mostly affected rolling stock sales due to the production slowdown during the lockdown period and, to a lesser extent, services due to the train traffic reduction.
| % Variation | ||||||
|---|---|---|---|---|---|---|
| Geograp hic b reakdown | Sep . 20/ Sep . 19 | |||||
| Actual figures | Half-Year ended | % of | Half-Year ended | % of | ||
| 30 Sep temb er | contrib | 30 Sep temb er | contrib | Actual | Organic | |
| (in € million) | 2020 | 2019 | ||||
| Europe | 2,017 | 57% | 2,269 | 54% | (11%) | (11%) |
| Americas | 557 | 16% | 687 | 17% | (19%) | (13%) |
| Asia/Pacific | 424 | 12% | 458 | 11% | (8%) | (4%) |
| Africa/Middle East/Central Asia | 520 | 15% | 726 | 18% | (28%) | (25%) |
| SALES BY DESTINATION | 3,518 | 100% | 4,140 | 100% | (15%) | (13%) |
| Product breakdown | % Variation Sep . 20/ Sep . 19 |
|||||
|---|---|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of | ||
| (in € million) | 30 Sep temb er 2020 |
contrib | 30 Sep temb er 2019 |
contrib | Actual | Organic |
| Rolling stock | 1,713 | 49% | 1,898 | 46% | (10%) | (8%) |
| Services | 662 | 19% | 718 | 17% | (8%) | (5%) |
| Systems | 452 | 13% | 801 | 19% | (44%) | (42%) |
| Signalling | 691 | 19% | 723 | 18% | (4%) | (2%) |
| SALES BY DESTINATION | 3,518 | 100% | 4,140 | 100% | (15%) | (13%) |
In Europe, sales reached just above €2.0 billion, accounting for 57% of the Group's total sales. It was mainly driven by the continued execution of large rolling stock contracts, including the Coradia StreamTM trains in Italy and the Netherlands, the CoradiaTM Polyvalent regional trains in France, as well as the CoradiaTM Continental and CoradiaTM LintTM train in Germany. In addition, Alstom carried on with the maintenance of PendolinoTM in the United Kingdom, which generated further sales.
In Americas, sales stood at €0.6 billion for the first half of fiscal year 2020/21, accounting for 16% of the Group's sales, down €0.1 billion compared to the same period of last year. The projects of Amtrak high-speed trains in the United
States and the light metro system for REM in Canada remain the top sales contributors within the region. In Latin America, sales were driven by the delivery of Guadalajara Line 3 metro system in Mexico. During last fiscal year, the systems contracts for Line 1 and Line 2 in Panama reached completion, generating an expected decrease in sales this year.
In Asia/Pacific, sales amounted to €0.4 billion, accounting for 12% of the Group's sales, slightly decreasing as compared to last year. These sales were driven by the ramp-up of the production of electric locomotives in India, the continued execution of subway contract in Singapore, and further sustained by the production ramp-up for Hanoi metro Line 3 system in Vietnam.
In Africa/Middle East/Central Asia, sales stood at €0.5 billion, contributing 15% to the Group's total sales, down €0.2 billion compared to the same period of last year. Systems contracts for the Dubai metro in the United Arab Emirates and the Riyadh metro in Saudi Arabia both come closer to the final completion stage, and the CoradiaTM Polyvalent trains project for Senegal reached completion at the end of last fiscal year, generating an expected decrease in sales of the region comparing to the same period last year. The ramp-up on the rolling stock contracts of the X'trapolisTM trains for PRASA in South Africa, and the PrimaTM freight locos for Kazakhstan and Morocco partly offset this decline.
During the first half of fiscal year 2020/21, research and development gross costs amounted to €178 million, i.e. 5.1% of sales, reflecting the Group's continuous investmentsin innovation to develop smarter and greener mobility solutions, supporting Alstom In Motion strategy.
| Half-Year ended | Half-Year ended | ||
|---|---|---|---|
| 30 Septemb er | 30 Septemb er | ||
| (in € million) | 2020* | 2019 | |
| R&D Gross costs | (178) | (192) | |
| R&D Gross costs (in % of Sales) | 5.1% | 4.6% | |
| Funding received | 45 | 56 | |
| Net R&D spending | (133) | (136) | |
| Development costs capitalised during the period | 39 | 32 | |
| Amortisation expense of capitalised development costs | (31) | (28) | |
| R&D expen ses (in P&L) | (125) | (132) | |
| R&D expenses (in % of Sales) | 3.6% | 3.2% |
(*) €15 million impairment reversal to the CoradiaTM Polyvalent technology and €(15) million corresponding amortization have not been reported in this table.
Alstom notably continued its research and development effort on the very high-speed trains Avelia HorizonTM range, which is funded by the SpeedInnov joint-venture, marked by the first delivery for test on tracks on Amtrak project in the United States.
In application of the Alstom In Motion strategy, the Group further invested in green solutions to offer zero carbon emission alternatives to diesel. The portfolio has been enlarged by BEMU battery powered trains solution in Germany, along with hydrogen fuel cell trains Coradia iLintTM already running in Austria, Germany and the Netherlands.
The Group also invested in HealthHubTM, an innovative condition-monitoring solution used for trains, infrastructure and signalling assets. This solution builds upon advanced data analytics to predict assets remaining useful life. It is now positioned as a backbone for Rolling Stock and Infrastructures maintenance solutions.
Alstom has continued the development of CBTC solutions, Urbalis FluenceTM and Urbalis 400TM for metros and tramways, with the launch of Fluence Baseline 2 now addressing a worldwide market.
In addition, Alstom carried on investing into the ICONISTM suite for Operation Control Centers, allowing to maximize traffic fluidity and remotely orchestrate operations. Further developments have been achieved with the cyber security framework of Alstom solutions through a partnership with Airbus signed in 2017, including a new generation of interlocking solution deployed for the ARGOS partnership with SNCF signed in September 2020.
In the first half of fiscal year 2020/21, Alstom's adjusted EBIT reached €263 million, equivalent to a 7.5% operational margin, as compared to €319 million or 7.7% during same period of last year.
The adjusted EBIT was impacted by the Covid-19 related production slowdown. Operating margin expressed as a percentage of sales improved however thanks to a reduction in cost of sales. Cost of sales at Alstom are primarily, but not only, made up of raw material procurement, applicative and system engineering, manufacturing and supply chain labour costs, as well as subcontracted services. The cost of sales ratio improvement was achieved across all product lines thanks to more efficient project execution. The increased signalling share within the overall company sales mix has also contributed to improving the cost of sales ratio.
Selling and Administrative costs as a percentage of sales marginally increased to 7.7%, as compared to 6.9% in the previous period, but decreased in absolute value terms, thus reflecting the Group'sresponse to the sanitary crisis-driven volume drop.
Over the period, the CASCO contribution amounted to €24 million, increasing from the previous year's €19 million contribution. Alstom owns 49% of CASCO Signal Limited, a joint-venture operating the Chinese railway market. It was established with the China Railway Signal & Communication Corporation and it is based in Shanghai. CASCO provides signalling systems and services for subway, tramway and mainlines.
During the first half of fiscal year 2020/21, Alstom recorded restructuring and rationalization charges of €(7) million linked to small initiatives in Brazil and in the United States.
Over the period, Covid-19 incremental costs and related inefficiencies costs amounted to €(68) million.
Impairment loss and other non-operating items amounted to €26 million, consisting of the reversal of asset impairments linked to the sale of the Reichshoffen site for €47 million, legal proceedings provision adjustment for €30 million, costs related to the Bombardier Transportation acquisitions in an amount of €(44) million and amortisation of intangible assets and integration costs related to business combinations for €(7) million (see Note 6 of the condensed interim financial statements).
The EBIT stood at €190 million as compared to €281 million during the same period last year, with the Covid-19 crisis slowing down most activities across the world.
Net financial expenses of the period amounted to €(23) million, as compared to €(40) million in the previous year. This is due to a reduction of financing expenses incurred at the holding level following the repayment of bonds that matured during the previous fiscal year.
The Group recorded an income tax charge of €(38) million in the first half of fiscal year 2020/21 corresponding to an effective tax rate of 23%, compared to €(61) million for the same period last year and an effective tax rate of 25%. This year's effective tax rate is primarily driven by a lower pre-tax income to which projected tax rate is applied and takes into consideration discrete items for €4 million.
The share in net income from equity investments amounted to €37 million, mainly thanks to improved results of both Transmashholding Limited (TMH) and CASCO Signal Limited joint-ventures.
The net profit from discontinued operations stood at €9 million.
As a result, the Net profit (Group share) stood at €170 million for the first half of fiscal year 2020/21 compared to €227 million for the same period last fiscal year.
| Half-Year ended | Half-Year ended | |
|---|---|---|
| 30 Sep temb er | 30 Sep temb er | |
| (in € million) | 2020 | 2019 |
| EBIT | 190 | 281 |
| Depreciation and amortisation | 101 | 145 |
| Restructuring variation | (15) | (9) |
| Capital expenditure | (54) | (60) |
| R&D capitalisation | (39) | (32) |
| Change in working capital | (433) | (323) |
| Financial cash-out | (21) | (37) |
| Tax cash-out | (30) | (54) |
| Other | 48 | 70 |
| FREE CASH FLOW | (253) | (19) |
The Group's Free Cash Flow stands at €(253) million for the first half of fiscal year 2020/21 as compared to €(19) million during the same period of previous fiscal year.
Cash generation was notably impacted by an unfavourable €(433) million change in working capital compared to €(323) million during the same period last year as a result of delayed deliveries arising from the sanitary situation, combined with the ramp-up of major projects including Coradia StreamTM for the Netherlands and Amtrak high-speed trains project in the USA, as well as an order intake shift from the first to the second semester resulting in lower customer down payments received.
Depreciation and amortisation amounted to €101 million, compared to €145 million last year, this €(44) million decrease being driven by re-evaluation of asset impairments. Right-of-use assets amortisation this semester, amounted to €33 million compared to €38 million for the first semester of fiscal year 2019/20.
Financial cash-out has decreased by €16 million mainly due to last year's repayment of senior bonds.
During the first half of fiscal year 2020/21, Alstom spent €54 million in capital expenditures notably on capacity development for Coradia StreamTM in Poland. Other investments included production capabilities build-up for projects such as Mumbai Line 3, E-Loco in India, Amtrak high-speed trains in the USA and Avelia HorizonTM in France.
"Other" Free Cash Flow items as listed above reached €48 million this semester and included mainly dividends from Casco Signal Limited and Transmashholding (TMH) joint-ventures.
At 30 September 2020, the Group recorded a net cash position of €843 million, compared to the €1,178 million net cash balance that the group reported on 31 March 2020. This €(335) million decrease is driven by Free Cash Flow consumption.
In addition to its available cash and cash equivalents, amounting to €1,953 million as of 30 September 2020, the Group can access a €400 million Revolving Credit Facility (RCF), maturing in June 2022, together with a €1,750 million short term Revolving Credit Facility maturing in April 2021 with a 6-month extension option at the borrower's discretion and another 6-month extension at the lender's discretion. They are fully undrawn at 30 September 2020.
This resulted in a liquidity position as of 30 September 2020 of €4,103 million.
The Group Equity on 30 September 2020 amounted to €3,341 million (including non-controlling interests), from €3,328 million on 31 March 2020, mostly impacted by:
This section presents financial indicators used by the Group that are not defined by accounting standard setters.
A new order is recognised as an order received only when the contract creates enforceable obligations between the Group and its customer.
When this condition is met, the order is recognised at the contract value.
If the contract is denominated in a currency other than the functional currency of the reporting unit, the Group requires the immediate elimination of currency exposure using forward currency sales. Orders are then measured using the spot rate at inception of hedging instruments.
Order backlog represents sales not yet recognised from orders already received.
Order backlog at the end of a financial year is computed as follows:
The order backlog is also subject to changes in the scope of consolidation, contract price adjustments and foreign currency translation effects.
Order backlog corresponds to the transaction price allocated to the remaining performance obligations, as per IFRS 15 quantitative and qualitative disclosures requirement.
The book-to-bill ratio is the ratio of orders received to the amount of sales traded for a specific period.
Adjusted EBIT ("aEBIT") is the Key Performance Indicator to present the level of recurring operational performance. This indicator is also aligned with market practice and comparable to direct competitors.
Starting September 2019, Alstom has opted for the inclusion of the share in net income of the equity-accounted investments into the aEBIT when these are considered to be part of the operating activities of the Group (because there are significant operational flows and/or common project execution with these entities), namely the CASCO Joint Venture. The company believes that bringing visibility over a key contributor to the Alstom signalling strategy will provide a fairer and more accurate picture of the overall commercial & operational performance of the Group. This change will also enable more comparability with what similar market players define as being part of their main non-GAAP profit aggregate disclosure.
aEBIT corresponds to Earning Before Interests and Tax adjusted for the following elements:
A non-recurring item is a "one-off" exceptional item that is not supposed to occur again in following years and that is significant.
Adjusted EBIT margin corresponds to Adjusted EBIT expressed as a percentage of sales.
The non-GAAP measure adjusted EBIT (aEBIT hereafter) indicator reconciles with the GAAP measure EBIT as follows:
| Half-Year ended | Half-Year ended | |
|---|---|---|
| 30 Sep temb er | 30 Sep temb er | |
| (in € million) | 2020 | 2019 |
| Adjusted Earnings Before Interest and Taxes (aEBIT) | 263 | 319 |
| aEBIT (in % of Sales) | 7.5% | 7.7% |
| Restructuring and rationalisation costs | (7) | (7) |
| Impairment loss and other | 26 | (12) |
| Covid-19 inefficiencies & incremental costs | (68) | - |
| CASCO contribution reversal | (24) | (19) |
| EARNING BEFORE INTEREST AND TAXES (EBIT) | 190 | 281 |
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. Free Cash Flow does not include any 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:
| (in € million) | Half-Year ended 30 Sep temb er 2020 |
Half-Year ended 30 Sep temb er 2019 |
|---|---|---|
| Net cash p rovided b y / (used in) op erating activities | (162) | 70 |
| Of which operating flows provided / (used) by discontinued operations | ||
| Capital expenditure (including capitalised R&D costs) | (92) | (92) |
| Proceeds from disposals of tangible and intangible assets | 1 | 3 |
| FREE CASH FLOW | (253) | (19) |
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 into the actual amount of cash generated or used by operations.
During the first half of fiscal year 2020/21, the Group Free Cash Flow was at €(253) million compared to €(19) million during the same period of the previous year.
Capital employed corresponds to hereafter-defined assets minus liabilities.
At the end of September 2020, capital employed stood at €2,881million, compared to €2,424 million at the end of March 2020. This movement was mainly driven by the decrease of Cash & Cash equivalent position, deferred tax assets and other current financial assets.
| Half-Year ended | Year en ded | |
|---|---|---|
| 30 Septemb er | 31 March | |
| (in € million) | 2020 | 2020 |
| Non current assets | 4,470 | 4,628 |
| less deferred tax assets | (226) | (234) |
| less non-current assets directly associated to financial debt | (163) | (177) |
| less prepaid pension benefits | - | - |
| Capital employed - non current assets (A) | 4,081 | 4,217 |
| Current assets | 8,234 | 8,380 |
| less cash & cash equivalents | (1,953) | (2,175) |
| less other current financial assets | (25) | (45) |
| Capital employed - current assets (B) | 6,256 | 6,160 |
| Current liabilities | 7,407 | 7,775 |
| less current financial debt | (384) | (270) |
| plus non current lease obligations | 458 | 465 |
| less other obligations associated to financial debt | (163) | (177) |
| plus non current provisions | 137 | 160 |
| Capital employed - liabilities (C) | 7,456 | 7,953 |
| CAPITAL EMPLOYED (A)+(B)-(C) | 2,881 | 2,424 |
The net cash/(debt) is defined as cash and cash equivalents, marketable securities and other current financial asset, less borrowings. On 30 September 2020, the Group recorded a net cash level of €843 million, as compared to the net cash position of €1,178 million on 31 March 2020.
| Half-Year ended | Year ended | |
|---|---|---|
| 30 Septemb er | 31 March | |
| (in € million) | 2020 | 2020 |
| Cash and cash equivalents | 1,953 | 2,175 |
| Other current financial assets | 25 | 45 |
| less: | ||
| Current financial debt | 384 | 270 |
| Non current financial debt | 751 | 772 |
| NET CASH/(DEBT) AT THE END OF THE PERIOD | 843 | 1,178 |
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.
Condensed interim consolidated financial statements,
As of September 30, 2020
| Ha l f-yea r en ded | |||
|---|---|---|---|
| (in € million) | Note | At 30 S ep tem b er 20 20 | At 30 S ep tem b er 20 19 |
| S a l es | (4) | 3,518 | 4,140 |
| Cost of sales | (2,952) | (3,424) | |
| Research and development expenses | (5) | (125) | (132) |
| Selling expenses | (101) | (109) | |
| Administrative expenses | (169) | (175) | |
| Other income/(expense) | (6) | 19 | (19) |
| Ea rn i n gs Before In teres ts a n d Ta xes | 190 | 28 1 | |
| Financial income | (7) | 1 | 2 |
| Financial expense | (7) | (24) | (42) |
| Pre-ta x i n com e | 16 7 | 241 | |
| Income Tax Charge | (8) | (38) | (61) |
| Share in net income of equity-accounted investments | (13) | 37 | 36 |
| Net p rofi t from con ti n u i n g op era ti on s | 16 6 | 216 | |
| Net profit from discontinued operations | (9) | 9 | 14 |
| NET PROFIT | 175 | 230 | |
| Net profit attributable to equity holders of the parent | 170 | 227 | |
| Net profit attributable to non controlling interests | 5 | 3 | |
| Net profit from continuing operations attributable to: | |||
| • Equity holders of the parent | 161 | 213 | |
| • Non controlling interests | 5 | 3 | |
| Net profit from discontinued operations attributable to: | |||
| • Equity holders of the parent | 9 | 14 | |
| • Non controlling interests | - | - | |
| Ea rn i n gs p er s h a re (i n €) | |||
| • Basic earnings per share | (10) | 0.75 | 1.01 |
| • Diluted earnings per share | (10) | 0.75 | 1.01 |
| Half-year ended | ||||
|---|---|---|---|---|
| (in € million) | Note | At 30 Sep temb er 2020 | At 30 Septemb er 2019 | |
| Net profit recognised in income statement | 175 | 230 | ||
| Remeasurement of post-employment benefits obligations | (22) | (50) | (59) | |
| Equity investments at FVOCI | 4 | 4 | ||
| Income tax relating to items that will not be reclassified to profit or loss | - | 13 | ||
| Items that will not b e reclassified to profit or loss | (46 ) | (42) | ||
| of which from equity-accounted investments | - | - | ||
| Fair value adjustments on cash flow hedge derivatives | 24 | (3) | ||
| Costs of hedging reserve | (25) | (1) | ||
| Currency translation adjustments (*) | (16) | (119) | 24 | |
| Income tax relating to items that may be reclassified to profit or loss | - | - | ||
| Items that may b e reclassified to profit or loss | (120) | 20 | ||
| of which from equity-accounted investments | (35) | 10 | ||
| TOTAL COMPREHENSIVE INCOME | 9 | 208 | ||
| Attributable to: | ||||
| • Equity holders of the parent | 5 | 206 | ||
| • Non controlling interests | 4 | 2 | ||
| Total comprehensive income attributable to equity shareholders arises from : | ||||
| • Continuing operations | (4) | 192 | ||
| • Discontinued operations | 9 | 14 | ||
| Total comprehensive income attributable to non controlling interests arises from : | ||||
| • Continuing operations | 4 | 2 | ||
| • Discontinued operations | - | - |
(*) Includes currency translation adjustments on actuarial gains and losses for €3 million as of 30 September 2020 (€2 million as of 30 September 2019)
| (in € million) | Note | At 30 S ep tem b er 20 20 | At 31 M a rch 20 20 |
|---|---|---|---|
| Goodwill | (11) | 1,507 | 1,567 |
| Intangible assets | (11) | 439 | 470 |
| Property, plant and equipment | (12) | 1,330 | 1,371 |
| Investments in joint-venture and associates | (13) | 687 | 693 |
| Non consolidated investments | 66 | 60 | |
| Other non-current assets | (14) | 215 | 233 |
| Deferred Tax | 226 | 234 | |
| Tota l n on -cu rren t a s s ets | 4,470 | 4,6 28 | |
| Inventories | (15) | 1,737 | 1,743 |
| Contract assets | (15) | 1,927 | 1,644 |
| Trade receivables | 1,382 | 1,581 | |
| Other current operating assets | (15) | 1,210 | 1,192 |
| Other current financial assets | (18) | 25 | 45 |
| Cash and cash equivalents | (19) | 1,953 | 2,175 |
| Tota l cu rren t a s s ets | 8 ,234 | 8 ,38 0 | |
| Assets held for sale | (9) | 240 | - |
| TOTAL AS S ETS | 12,944 | 13,0 0 8 |
| (in € million) | Note | At 30 S ep tem b er 20 20 | At 31 M a rch 20 20 |
|---|---|---|---|
| Equity attributable to the equity holders of the parent | (16) | 3,281 | 3,271 |
| Non controlling interests | 60 | 57 | |
| Tota l equ ity | 3,341 | 3,328 | |
| Non current provisions | (15) | 137 | 160 |
| Accrued pensions and other employee benefits | (22) | 531 | 491 |
| Non-current borrowings | (20) | 751 | 772 |
| Non-current lease obligations | (20) | 458 | 465 |
| Deferred Tax | 24 | 17 | |
| Tota l n on -cu rren t li a b il iti es | 1,90 1 | 1,90 5 | |
| Current provisions | (15) | 765 | 853 |
| Current borrowings | (20) | 384 | 270 |
| Current lease obligations | (20) | 111 | 131 |
| Contract liabilities | (15) | 2,568 | 3,148 |
| Trade payables | 1,849 | 1,653 | |
| Other current liabilities | (15) | 1,730 | 1,720 |
| Tota l cu rren t l ia b il ities | 7,40 7 | 7,775 | |
| Liabilities related to assets held for sale | (9) | 295 | - |
| TOTAL EQUITY AND LIABILITIES | 12,944 | 13,0 0 8 |
| INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS | ||
|---|---|---|
| Ha l f-yea r en ded | |||
|---|---|---|---|
| (in € million) | Note | At 30 S ep tem b er 20 20 | At 30 S ep tem b er 20 19 |
| Net p rofi t | 175 | 230 | |
| Depreciation, amortisation and impairment | (11)/(12) | 101 | 144 |
| Expense arising from share-based payments | 7 | 11 | |
| Cost of net financial debt and costs of foreign exchange hedging, net of interest paid and received (a) , and other change in provisions |
(4) | (2) | |
| Post-employment and other long-term defined employee benefits | 7 | 9 | |
| Net (gains)/losses on disposal of assets | 1 | (2) | |
| Share of net income (loss) of equity-accounted investments (net of dividends received) | (13) | (2) | 19 |
| Deferred taxes charged to income statement | 14 | 19 | |
| Net ca s h p rovi ded b y op era ti n g a cti vi ti es - b efore ch a n ges i n worki n g ca p i ta l | 299 | 428 | |
| Ch a n ges i n worki n g ca p ita l res u l ti n g from op era ti n g a cti vi ti es (b ) | (15) | (46 1) | (358 ) |
| Net ca s h p rovi ded b y/(u sed i n ) op era ti n g a cti vi ti es | (16 2) | 70 | |
| Of which operating flows provided / (used) by discontinued operations | - | - | |
| Proceeds from disposals of tangible and intangible assets | 1 | 3 | |
| Capital expenditure (including capitalised R&D costs) | (92) | (92) | |
| Increase/(decrease) in other non-current assets | (14) | 12 | (8) |
| Acquisitions of businesses, net of cash acquired | (2) | (39) | (38) |
| Disposals of businesses, net of cash sold | (6) | (9) | |
| Net ca s h p rovi ded b y/(u sed i n ) i n ves ti n g a cti vi ti es | (124) | (144) | |
| Of which investing flows provided / (used) by discontinued operations | (9) | (6) | (9) |
| Capital increase/(decrease) including non controlling interests | 1 | 3 | |
| Dividends paid including payments to non controlling interests | - | (1,238) | |
| Repayments of bonds & notes issued | (20) | - | (283) |
| Changes in current and non-current borrowings | (20) | 154 | 30 |
| Changes in lease obligations | (20) | (52) | (50) |
| Changes in other current financial assets and liabilities | (46) | (11) | |
| Net ca s h p rovi ded b y/(u sed i n ) fi n a n ci n g a cti vi ti es | 57 | (1,549) | |
| Of which financing flows provided / (used) by discontinued operations | - | - | |
| NET INCREAS E/(DECREAS E) IN CAS H AND CAS H EQUIVALENTS | (229) | (1,6 23) | |
| Cash and cash equivalents at the beginning of the period | 2,175 | 3,432 | |
| Net effect of exchange rate variations | 7 | 14 | |
| Transfer to assets held for sale | - | 3 | |
| CAS H AND CAS H EQUIVALENTS AT THE END OF THE PERIOD | (19) | 1,953 | 1,8 26 |
| (a) Net of interests paid & received | (13) | (19) | |
| (b) Income tax paid | (30) | (54) | |
| Half-year ended | |||
| (in € million) | At 30 Sep tember 2020 | At 30 Sep temb er 2019 | |
| Net cash/(deb t) variation analysis | |||
| Changes in cash and cash equivalents | (229) | (1 623) | |
| Changes in other current financial assets and liabilities | 46 | 11 | |
| Changes in bonds and notes | - | 283 | |
| Changes in current and non-current borrowings | (154) | (30) | |
Decrease/(increase) in net debt (335) (1 334) Net cash(deb t) at the beginning of the period 1 178 2 325 NET CASH/(DEBT) AT THE END OF THE PERIOD 843 991
Net debt of acquired/disposed entities at acquisition/disposal date and other variations 2 25
| (in € million, except for number of share s) | Nu m b er of ou ts ta n di n g s h a res |
Ca p i ta l | Addi ti on a l p a i d-in ca p i ta l |
Reta i n ed ea rn i n gs |
Actu a ri a l ga in s a n d l os s es |
Ca s h -fl ow h edge |
Cu rren cy tra n s l a ti on a dj u s tm en t |
Equ i ty a ttri b u ta b l e to th e equ i ty h ol ders of th e p a ren t |
Non con trol l i n g i n teres ts |
Tota l equ i ty |
|---|---|---|---|---|---|---|---|---|---|---|
| At 31 Ma rch 20 19 | 223,572,313 | 1,56 5 | 931 | 2,36 6 | (311) | - | (46 0 ) | 4,0 91 | 6 8 | 4,159 |
| Movements in other compre hensive income | - | - | - | 2 | (43) | (3) | 23 | (21) | (1) | (22) |
| Ne t income for the pe riod | - | - | - | 227 | - | - | - | 227 | 3 | 230 |
| Tota l com p reh en s i ve i n com e | - | - | - | 229 | (43) | (3) | 23 | 20 6 | 2 | 20 8 |
| Change in controlling interests and others | - | - | - | (5) | - | - | - | (5) | (3) | (8) |
| Dividends | - | - | - | (1,234) | - | - | - | (1,234) | (4) | (1,238) |
| Issue of ordinary shares unde r long te rm ince ntive plans |
732,073 | 5 | - | (5) | - | - | - | - | - | - |
| Recognition of equity settled share-base d payments |
135,062 | 1 | 2 | 11 | - | - | - | 14 | - | 14 |
| At 30 Sep tem b er 20 19 | 224,439,448 | 1,571 | 933 | 1,36 2 | (354) | (3) | (437) | 3,0 72 | 6 3 | 3,135 |
| Movements in other compre hensive income | - | - | - | (11) | 79 | - | (185) | (117) | (2) | (119) |
| Ne t income for the pe riod | - | - | - | 240 | - | - | - | 240 | 4 | 244 |
| Tota l com p reh en s i ve i n com e | - | - | - | 229 | 79 | - | (18 5) | 123 | 2 | 125 |
| Change in controlling interests and others | - | - | - | 5 | - | - | - | 5 | (6) | (1) |
| Dividends | - | - | - | - | - | - | - | - | (2) | (2) |
| Issue of ordinary shares unde r long te rm ince ntive plans |
1,449,668 | 10 | 45 | - | - | - | - | 55 | - | 55 |
| Recognition of equity settled share-base d payments |
84,666 | - | 2 | 14 | - | - | - | 16 | - | 16 |
| At 31 Ma rch 20 20 | 225,973,78 2 | 1,58 1 | 98 0 | 1,6 10 | (275) | (3) | (6 22) | 3,271 | 57 | 3,328 |
| Movements in other compre hensive income | - | - | - | (22) | (46) | 23 | (120) | (165) | (1) | (166) |
| Ne t income for the pe riod | - | - | - | 170 | - | - | - | 170 | 5 | 175 |
| Tota l com p reh en s i ve i n com e | - | - | - | 148 | (46 ) | 23 | (120 ) | 5 | 4 | 9 |
| Change in controlling interests and others | - | - | - | (3) | - | - | - | (3) | (1) | (4) |
| Dividends | - | - | - | - | - | - | - | - | - | - |
| Issue of ordinary shares unde r long te rm ince ntive plans |
862,298 | 7 | - | (7) | - | - | - | - | - | - |
| Recognition of equity settled share-base d payments |
33,682 | - | 1 | 7 | - | - | - | 8 | - | 8 |
| At 30 Sep tem b er 20 20 | 226 ,8 6 9,76 2 | 1,58 8 | 98 1 | 1,755 | (321) | 20 | (742) | 3,28 1 | 6 0 | 3,341 |
| A. | MAJOR EVENTS AND CHANGES IN SCOPE OF CONSOLIDATION | 26 |
|---|---|---|
| Note 1. | Major events | 26 |
| Note 2. | Changes in consolidation scope | 28 |
| B. | ACCOUNTING POLICIES AND USE OF ESTIMATES | 28 |
| Note 3. | Accounting policies | 28 |
| C. | SEGMENT INFORMATION | 30 |
| Note 4. | Segment information | 30 |
| D. | OTHER INCOME STATEMENT | 31 |
| Note 5. | Research and development expenditure | 31 |
| Note 6. | Other income and expense | 31 |
| Note 7. | Financial income and expense | 32 |
| Note 8. | Taxation | 32 |
| Note 9. | Financial statements of discontinued operations and assets held for sale | 32 |
| Note 10. | Earnings per share | 34 |
| E. | NON-CURRENT ASSETS | 34 |
| Note 11. | Goodwill and intangible assets | 34 |
| Note 12. | Property, plant and equipment | 35 |
| Note 13. | Investments in Joint Ventures and Associates | 36 |
| Note 14. | Other non-current assets | 37 |
| F. | WORKING CAPITAL | 38 |
| Note 15. | Working Capital | 38 |
| G. | EQUITY AND DIVIDENDS | 40 |
| Note 16. | Equity | 40 |
| Note 17. | Distribution of dividends | 40 |
| H. | FINANCING AND FINANCIAL RISK MANAGEMENT | 41 |
| Note 18. | Other current financial assets | 41 |
| Note 19. | Cash and cash equivalents | 41 |
| Note 20. | Financial debt | 41 |
| Note 21. | Financial instruments and financial risk management | 42 |
| I. | POST-EMPLOYMENT AND OTHER LONG-TERM DEFINED EMPLOYEE BENEFITS | 43 |
| Note 22. | Post-employment and other long-term defined employee benefits | 43 |
| J. | CONTINGENT LIABILITIES AND DISPUTES | 44 |
| Note 23. | Disputes | 44 |
| K. | OTHER NOTES | 48 |
| Note 24. | Related parties | 48 |
| Note 25. | Subsequent events | 48 |
| Note 26. | Scope of consolidation | 49 |
Alstom is a leading player in the world rail transport industry. As such, the Company offers a complete range of solutions, including rolling stock, systems, services as well as signalling for passenger and freight railway transportation. It benefits from a growing market with solid fundamentals. The key market drivers are urbanisation, environmental concerns, economic growth, governmental spending and digital transformation.
In this context, Alstom has been able to develop both a local and global presence that sets it apart from many of its competitors, while offering proximity to customers and great industrial flexibility. Its range of solutions, one of the most complete and integrated on the market, and its position as a technological leader, place Alstom in a unique situation to benefit from the worldwide growth in the rail transport market. Lastly, in order to generate profitable growth, Alstom focuses on operational excellence and its product mix evolution.
The condensed interim consolidated financial statements are presented in euro and have been authorized for issue by the Board of Directors held on 10 November 2020.
On 31 July 2020, the European Commission cleared Alstom's acquisition of Bombardier Transportation. The Commission's approval for the transaction is conditional on the proposed engagements that consist of:
On 16 September 2020, Alstom and Alstom Holdings signed a sale and purchase agreement with Bombardier Inc. (''Bombardier''), Caisse de Dépôt et Placement du Québec (''CDPQ''), and certain subsidiaries of Bombardier and CDPQ for the acquisition of Bombardier Transportation by Alstom Holdings. The terms of the agreement were adapted due to the current situation. A €300 million reduction in the price range compared to the €5.8 billion to €6.2 billion range communicated on 17 February 2020 has been agreed with Bombardier and CDPQ.
On 16 September 2020, Alstom also signed investments agreements with, respectively, Bombardier and CDPQ. Pursuant to such investment agreements, Bombardier and CDPQ will subscribe to reserved capital increases to their benefit, in order to reinvest in Alstom's capital part of the proceeds from the sale of Bombardier Transportation, and, with respect to CDPQ only, to invest additional amounts in Alstom's capital.
On 7 October 2020, an amendment to the Universal Registration Document 2019/20 was filed with the French financial markets authority (Autorité des marchés financiers – AMF). On such date, the AMF also approved the prospectus related to the reserved capital increases for the benefit of, respectively, Bombardier and CDPQ.
On 29 October 2020, a combined shareholders' meeting approved all the resolutions presented, including the resolutions related to the proposed rights issue, the reserved capital increases and the removal of the double voting rights. Such removal was also approved by a special meeting of the double voting rights holders held on the same day.
The rights issue is contemplated to take place between Q4 2020 and H1 2021, subject to market conditions.
The closing of the acquisition of Bombardier Transportation is expected to take place in Q1 2021 subject to regulatory approvals and customary closing conditions.
Excluding the repayment of any Bombardier and/or CDPQ recapitalizations (up to €750 million) that may take place prior to closing and any downward adjustments linked to net cash protection mechanism, the price range for the acquisition of 100% of Bombardier Transportation shares has now been adjusted to a €5.5 billion to €5.9 billion range compared to a €5.8 billion to €6.2 billion range communicated on 17 February 2020.
The cash proceeds to Bombardier (excluding the equivalent of €500m linked to the reserved capital increase of Bombardier) will be paid in US dollars at an agreed exchange rate EUR/USD of circa 1/1.17. This payment is hedged in USD.
The financing structure is as follows:
The Alstom Group does business in numerous countries that have significantly been affected by the Covid-19 epidemic and is carefully monitoring the situation while taking all necessary actions to protect its employees, suppliers and subcontractors, as well as to reduce the economic and financial impacts of this unprecedented crisis.
The identified incremental costs relating to Covid-19 incurred during the first half of fiscal year 2020/21, amounted to €68 million, stemming both from inefficiencies and expenses dedicating specifically to Covid-19 matters. These costs were all incurred in the first quarter of this fiscal year. Inefficiencies are costs induced by the inability of certain employees to come to the workplace in the wake of Covid-19 lockdowns. Alstom considers dedicated expenses to be costs mainly related to cleaning and purchase of equipment to protect its employees from the virus. These costs are not included in the percentage of completion formula of the project and have not generated revenue. They have been recognized in the primary statement of the income statement under the caption Cost of sales.
At the end of September, operations were running at a pace in line with the pre-existing Covid-19 crisis conditions.
Impairment tests have been performed on goodwill (see Note 11), tangible assets, intangible assets and deferred taxes (see Note 8) with no impairment risks identified as of end of September 2020.
The Group's response to the crisis focused on resuming production in a sanitary safe environment to ensure continuity of project execution while implementing company-wide cost saving measures. Alstom adapted the ways of working of its employees and limited non-essential travels and events. The Group also promoted salary moderation and kept a tight control over additional recruitments. The company has re-assessed investment priorities to rationalise cash spend
while ensuring that R&D investments remained at the level that was deemed required to deliver on the Alstom in Motion strategy roadmap.
The Steering Committee of the Euronext Indices has decided to include Alstom in the list of the 40 stocks making up the French CAC40 index. This inclusion is effective since Monday 21 September 2020.
On 30 September 2020, Bouygues announced the successful placement of around 4.8% of Alstom's share capital. Following the transaction, the settlement of which occurred on 3 November 2020, Bouygues shareholding in Alstom stands at approximately 9.7%.
Through its affiliate SpeedInnov, a joint-venture created in 2015 with ADEME, Alstom focused on its 'Very high-speed train of the future' project, aiming to promote a new generation of very high-speed trainset which will reduce acquisition and operating costs by at least 20%, optimise the environmental footprint and develop the commercial offer to improve passenger experience. In this context, Alstom subscribed to a capital increase in this joint-venture in an amount of €27 million in June 2020 increasing its stake from 71.0% to 74.0% with no change in the consolidation method (Joint control).
On 30 June 2020, Alstom acquired the totality of IBRE (International Braking & Railway Equipment) shares, a company based in France and renamed "Alstom IBRE". This company is specialized in the development, the manufacturing and the supply of railway brake discs. Their reliable high-quality products are recognized by the most important European railway administrations. The entity is fully consolidated in the Group's accounts.
Preliminary Goodwill amounts to €8 million. The purchase price allocation is not fully completed and will be finalized within twelve months after the acquisition date. The sales of the period are not material.
Alstom ("the Group") condensed interim consolidated financial statements for the half-year ended 30 September 2020 are presented and 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 at 1 April 2020, and in accordance with IAS 34, Interim Financial Reporting. This 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 at 31 March 2020.
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 2020 and described in Note 2 to the consolidated financial statements for the year ended 31 March 2020, except:
Several amendments are applicable at 1 April 2020:
The last three amendments effective at 1 April 2020 for Alstom have no material impact on the Group's consolidated financial statements.
Moreover, Amendment to IFRS 16 Leases Covid 19-Related Rent Concessions is applicable starting 1 June 2020 and is now endorsed by the European Union with no material impact on the condensed interim consolidated financial statements.
New standards and interpretations endorsed by the European Union not yet mandatorily applicable
There are no new standards and interpretations endorsed by the European Union and not yet applicable on 1 April 2020.
New standards and interpretations not yet approved by the European Union:
The potential impacts of these new pronouncements are currently being analyzed.
The financial information of Alstom Group is regularly reviewed by the Executive Committee, identified as Chief Operating Decision Maker, for assessing performance and allocating resources. This reporting presents Key Performance Indicators at Group level.
Sales by product
| Half-year ended | ||||
|---|---|---|---|---|
| (in € million) | At 30 S ep tem b er 20 20 | At 30 Sep tem b er 20 19 | ||
| Rolling stock | 1,713 | 1,898 | ||
| Services | 662 | 718 | ||
| Systems | 452 | 801 | ||
| Signalling | 691 | 723 | ||
| TOTAL GROUP | 3,518 | 4,140 |
| Half-year ended | ||||
|---|---|---|---|---|
| (in € million) | At 30 Septemb er 2020 | At 30 September 2019 | ||
| Europe | 2 017 | 2 269 | ||
| of which France | 617 | 778 | ||
| Americas | 557 | 687 | ||
| Asia & Pacific | 424 | 458 | ||
| Africa/Middle East/Central Asia | 520 | 726 | ||
| TOTAL GROUP | 3 518 | 4 140 |
| (in € million) | At 30 Sep tem b er 20 20 | At 31 Ma rch 20 20 |
|---|---|---|
| Rolling stock | 19,838 | 20,677 |
| Services | 13,899 | 13,794 |
| Systems | 2,218 | 2,288 |
| Signalling | 4,046 | 4,144 |
| TOTAL GROUP | 40,001 | 40,903 |
| (in € million) | At 30 September 2020 | At 31 March 2020 |
|---|---|---|
| Europe | 20 398 | 21 321 |
| of which France | 7 960 | 7 974 |
| Americas | 5 106 | 5 539 |
| Asia & Pacific | 6 262 | 6 120 |
| Africa/Middle East/Central Asia | 8 235 | 7 923 |
| TOTAL GROUP | 40 001 | 40 903 |
No external customer represents individually 10% or more of the Group's consolidated sales.
| Ha l f-yea r en ded | |||||
|---|---|---|---|---|---|
| (in € million) | At 30 S ep tem b er 20 20 (*) | At 30 S ep tem b er 20 19 | |||
| Research and deve lopment gross cost | (178) | (192) | |||
| Funding receive d | 45 | 56 | |||
| Res ea rch a n d devel op m en t s p en di n g, n et | (133) | (136 ) | |||
| Development costs capitalised during the period | 39 | 32 | |||
| Amortisation expense of capitalised development costs | (31) | (28) | |||
| Res ea rch a n d devel op m en t exp en s es | (125) | (132) |
(*) €15 million impairment reversal to the Coradia™ Polyvalent technology and €(15) million corresponding amortization have not been reported in this table.
As of end of September 2020, Alstom Group invested €178 million in Research and Development, notably to develop:
| Ha l f-yea r en ded | |||
|---|---|---|---|
| (in € million) | At 30 S ep tem b er 20 20 | At 30 S ep tem b er 20 19 | |
| Restructuring and rationalisation costs | (7) | (7) | |
| Impairment loss and other | 26 | (12) | |
| Other i ncom e / (exp en s e) | 19 | (19) |
In the 6 months period ended 30 September 2020, restructuring and rationalisation costs are mainly related to the adaptation of the means of production. Over the period ended at 30 September 2020, Impairment loss and other represent mainly:
| Half-year ended | |||
|---|---|---|---|
| (in € million) | At 30 S ep tem b er 20 20 | At 30 Sep tem b er 20 19 | |
| Interest income | 1 | 2 | |
| Interest expense on borrowings and on lease obligations | (15) | (29) | |
| NET FINANCIAL INCOME/(EXPENSES) ON DEBT | (14) | (27) | |
| Net cost of foreign exchange hedging | 3 | (10) | |
| Net financial expense from employee defined benefit plans | (5) | (5) | |
| Financial component on contracts | 6 | 6 | |
| Other financial income/(expense) | (13) | (4) | |
| NET FINANCIAL INCOME/(EXPENSES) | (23) | (40) |
Over the period ended at 30 September 2020, interest expenses linked to accrued interest on financial debt amount to €(1) million (compared to €(16) million at 30 September 2019 ) and those linked to lease obligations are €(4) millions.
Other Financial expenses include amortization of expenses linked to the implementation of a Revolving Credit Facility in the context of the Covid-19 crisis (see note 21) and Bridge Facilities related to Bombardier acquisition financing.
In accordance with IAS 34, income tax charge of €(38) million as of 30 September 2020, corresponding to an effective tax rate of 23.2%, is recognized based on management's estimate of the projected effective tax rate for the whole financial year applied to the pre-tax income of the interim period and takes into consideration discrete items for €4 million.
The decrease of the tax charge as compared to the amount of €(61) million booked as at September 30, 2019 is primarily driven by a lower pre-tax income to which projected tax rate is applied.
The recoverability of deferred tax assets has been assessed in light of the global economic context, based on business plans prepared as at March 31, 2020 and revised for the current fiscal year 2020/21. This assessment confirms the recoverability of deferred tax assets recognized on the balance sheet; consequently, no change of estimate in relation with deferred tax assets recognition has been taken into account in Group's projected and effective tax charge as at September 30, 2020.
Accounting methods and principles applicable to discontinued operations are identical to those used at 30 September 2019 and 31 March 2020.
The Group has no Assets Held For Sale at 30 September 2020 linked to the General Electric transaction.
The line "Net profit from discontinued operations", recognized in the Interim Consolidated Income Statement, includes the reassessment of liabilities related to the disposal of activities. Over the period ending 30 September 2020, Alstom recognized a €9 million profit.
Alstom's Interim Consolidated Statement of Cash Flows takes into account the cash flows of staggered and delayed transferred assets, and costs directly related to the sale of Energy activities. Cash flows arising from discontinued operations for the fiscal year amount to €(6) million.
In the context of the General Electric transaction, the release of some conditional and unconditional parent company guarantees formerly issued, mainly by Alstom Holdings SA, to cover obligations of the former Energy affiliates amount of €5.6 billion. The Group benefits from a general indemnification from General Electric in these matters.
The amounts presented in Assets and Liabilities held for sale correspond to the divestment of the Reichshoffen production site in France and related businesses. As mentioned in Note 1, Alstom considers that the conditions for the application of IFRS5 are met with respect to the plan to acquire Bombardier Transportation, even if this disposal is not yet finalized at 30 September 2020.
All group assets with directly associated liabilities of Reichshoffen site and related businesses are disposed of together in a single transaction and considered as a disposal group.
Immediately before initial classification as held for sales as well as on subsequent remeasurements of this disposal group, carrying amounts of assets and liabilities are remeasured according to applicable IFRSs. These considerations induced a reversal of a previously recognized (IAS 36) impairment for €47 million.
Additionally, the group of assets held for sale is measured at the lower of its carrying amount and fair value less costs to sell. A non-current asset, while part of disposal classified as held for sale, is neither depreciated nor amortized.
At 30 September 2020, no impairment loss of this disposal group is deemed necessary and the impacts reclassified on financial statements are as follows:
| (in € million) | At 30 S ep tem b er 20 20 |
|---|---|
| Goodwill & Intangible assets (*) | 65 |
| Property, plant and equipment | 45 |
| Tota l n on -cu rrent a s s ets | 110 |
| Inventories & Contract assets | 70 |
| Trade receivables & other current assets | 60 |
| Tota l cu rren t a s s ets | 130 |
| TOTAL AS S ETS HELD FOR SALE | 240 |
(*) of which €27 million of goodwill.
| (in € million) | At 30 S ep tem b er 20 20 |
|---|---|
| Tota l n on -cu rren t l i a b i l i ti es | 15 |
| Current provisions & contract liabilities | 194 |
| Trade payables & Other current liabilities | 85 |
| Tota l cu rrent l i a b i l i ti es | 279 |
| TOTAL LIABILITIES HELD FOR S ALE | 295 |
As this disposal group does not meet the definition of discontinued operations, Profit and Loss is presented within the current activities of the Group. The costs to sell this disposal group amount to €3 million at 30 September 2020.
| Ha l f-yea r en ded | |||
|---|---|---|---|
| (in € million) | At 30 S ep tem b er 20 20 | At 30 S ep tem b er 20 19 | |
| Net Profit attributable to equity holders of the parent : | |||
| • From continuing operations | 161 | 213 | |
| • From discontinued operations | 9 | 14 | |
| EARNINGS ATTRIBUTABLE TO EQUITY HOLD ERS OF THE PARENT | 170 227 |
| Ha l f-yea r en ded | |||
|---|---|---|---|
| number of shares | At 30 S ep tem b er 20 20 | At 30 S ep tem b er 20 19 | |
| Wei gh ted a vera ge nu m b er of ordin a ry s h a res u s ed to ca l cu la te b a s ic ea rn i n gs p er s h a re |
226 ,576 ,921 | 224,238 ,795 | |
| Effect of dilutive instruments other than bonds reimbursable with shares: | |||
| • Stock options and performance share s (LTI plan) | 1,500,745 | 1,501,787 | |
| WEIGHTED AVERAGE NUMBER OF ORD INARY S HARES US ED TO CALCULATE D ILUTED EARNINGS PER S HARES |
228 ,0 77,6 6 6 | 225,740 ,58 2 |
| Ha l f-yea r ended | |||
|---|---|---|---|
| (in €) | At 30 S ep tem b er 20 20 | At 30 Sep tem b er 20 19 | |
| Basic earnings per share | 0.75 | 1.01 | |
| Diluted earnings per share | 0.75 | 1.01 | |
| Basic earnings per share from continuing operations | 0.71 | 0.95 | |
| Diluted earnings per share from continuing operations | 0.71 | 0.95 | |
| Basic earnings per share from discontinued operations | 0.04 | 0.06 | |
| Diluted earnings per share from discontinued operations | 0.04 | 0.06 |
| Acqu i s i ti on s a nd a dj u s tm ents on p rel i m i n a ry |
Tra ns l a ti on a dj u s tm en ts a nd |
At 30 S ep tem b er | |||
|---|---|---|---|---|---|
| (in € million) | At 31 M a rch 20 20 | goodwi l l | Di s p os a l s | other ch a n ges (*) | 20 20 |
| GOODWILL | 1,56 7 | 8 | - | (6 8 ) | 1,50 7 |
| Of which: | |||||
| Gross value | 1,567 | 8 | - | (68) | 1,507 |
| Impairment | - | - | - | - | - |
(*) of which €27 million concerning the reclassification of Reichshoffen goodwill in Asset held for sale.
Movements between 31 March 2020 and 30 September 2020 mainly arose from the acquisition of IBRE SAS and the reclassification of Reichshoffen site in non-current assets held for sale (see Notes 1 and 9).
Goodwill is reviewed for impairment at least annually and whenever events or circumstances indicate that it might be impaired.
The events linked to Covid-19 led the Group to take into consideration the global economy downturn and recent market conditions and to update some of the assumptions used for the impairment test performed in the frame of the preparation of the Group's consolidated financial statements at 31 March 2020.
The impairment tests confirmed that the recoverable amount comfortably exceeds its carrying value at 30 September 2020. The Group carried out these tests using business plans drawn up at 31 March 2020, and revised for the current fiscal year 2020/21, based on its best estimates and the visibility available for its operations at 30 September 2020.
| Addition s / dis p os a ls | Oth er ch a n ges | |||
|---|---|---|---|---|
| / a m ortis a tion / | in clu din g CTA & s cop e | |||
| (in € million) | At 31 Ma rch 20 20 | im p a i rm en t | (*) At 30 S ep tem b er 20 20 | |
| Development costs | 1,361 | 39 | (96) | 1,304 |
| Other intangible assets | 460 | 2 | (9) | 453 |
| Gros s va lu e | 1,8 21 | 41 | (10 5) | 1,757 |
| Development costs | (1,054) | (16) | 58 | (1,012) |
| Other intangible assets | (297) | (14) | 5 | (306) |
| Am ortis a tion a n d im p a irm en t | (1,351) | (30 ) | 6 3 | (1,318 ) |
| Development costs | 307 | 23 | (38) | 292 |
| Other intangible assets | 163 | (12) | (4) | 147 |
| NET VALUE | 470 | 11 | (42) | 439 |
(*) includes IFRS5 reclassification (see Note 9)
| Oth er ch a n ges of | |||||
|---|---|---|---|---|---|
| Addition s / | wh ich tra n s l a tion | ||||
| (in € million) | At 31 Ma rch 20 20 | a m ortis a tion / im p a i rm en t |
Dis p os a ls | a dju s tm en ts a n d s cop e (*) |
At 30 S ep tem b er 20 20 |
| Land | 95 | - | - | (4) | 91 |
| Buildings | 1,445 | 38 | (1) | (72) | 1,410 |
| Machinery and e quipment | 907 | 17 | (8) | (29) | 887 |
| Constructions in progress | 135 | 31 | - | (52) | 114 |
| Tools, furniture, fixtures and other | 225 | 5 | (1) | - | 229 |
| Gros s va lu e | 2,8 0 7 | 91 | (10 ) | (157) | 2,731 |
| Land | (6) | - | - | - | (6) |
| Buildings | (600) | (29) | 1 | 45 | (583) |
| Machinery and e quipment | (664) | (25) | 8 | 35 | (646) |
| Constructions in progress | (3) | 1 | - | - | (2) |
| Tools, furniture, fixtures and other | (163) | (18) | 1 | 16 | (164) |
| Am ortis a tion a n d im p a irm en t | (1,436 ) | (71) | 10 | 96 | (1,40 1) |
| Land | 89 | - | - | (4) | 85 |
| Buildings | 845 | 9 | - | (27) | 827 |
| Machinery and e quipment | 243 | (8) | - | 6 | 241 |
| Constructions in progress | 132 | 32 | - | (52) | 112 |
| Tools, furniture, fixtures and other | 62 | (13) | - | 16 | 65 |
| NET VALUE | 1,371 | 20 | - | (6 1) | 1,330 |
(*) includes IFRS5 reclassification (see Note 9)
The renewal of Trains product range in France & Europe (TGV du Futur, Coradia Stream, …) together with the increased rates of production for largest contracts (E-Loco in India, Prasa in South Africa, KZ locos in Kazakhstan, …) confirmed investment programs across various geographies at a lower but close level to September 2019 and March 2020 (despite Covid-19).
The commitments of fixed assets which are mainly composed of property, plant and equipment and intangible assets amount to €34 million at 30 September 2020 (€56 million at 31 March 2020).
Property, Plant and Equipment balances include Right-of-Use related to Leased Assets for the following amounts: Other ch a nges of
| wh i ch | |||||
|---|---|---|---|---|---|
| Addi ti on s / | tra n s l a ti on | ||||
| a m orti s a ti on / | a dju s tm en ts a n d | At 30 S ep tem b er | |||
| (in € million) | At 31 M a rch 20 20 | i m p a i rm ent | Di s p os a l s | s cop e | 20 20 |
| Land | 6 | - | - | - | 6 |
| Buildings | 463 | 29 | - | (13) | 479 |
| Machinery and equipment | 20 | 3 | - | (1) | 22 |
| Tools, furniture, fixtures and other | 33 | 2 | - | (1) | 34 |
| Gros s va l u e | 522 | 34 | - | (15) | 541 |
| Buildings | (98) | (37) | - | 9 | (126) |
| Machinery and equipment | (8) | (2) | - | 1 | (9) |
| Tools, furniture, fixtures and other | (12) | (5) | - | 1 | (16) |
| Am orti s a tion a nd i m p a i rm ent | (118 ) | (44) | - | 11 | (151) |
| Land | 6 | - | - | - | 6 |
| Buildings | 365 | (8) | - | (4) | 353 |
| Machinery and equipment | 12 | 1 | - | - | 13 |
| Tools, furniture, fixtures and other | 21 | (3) | - | - | 18 |
| NET VALUE | 40 4 | (10 ) | - | (4) | 390 |
| S h a re i n equ i ty | Sh a re of n et i n com e | ||||
|---|---|---|---|---|---|
| (in € million) | At 30 S ep tem b er 20 20 | At 31 Ma rch 20 20 | Ha lf-yea r ended At 30 Sep tem b er 20 20 |
Ha l f-yea r en ded At 30 S ep tem b er 20 19 |
|
| TMH Limited | 454 | 469 | 18 | 17 | |
| Other Associates | 128 | 137 | 24 | 20 | |
| As s ocia tes | 58 2 | 6 0 6 | 42 | 37 | |
| SpeedInnov JV | 104 | 86 | (5) | (1) | |
| Other Joint ventures | 1 | 1 | - | - | |
| Joi n t ven tu res | 10 5 | 8 7 | (5) | (1) | |
| TOTAL | 6 8 7 | 6 93 | 37 | 36 |
| (in € million) | At 30 September 2020 | At 31 March 2020 |
|---|---|---|
| Op ening balance | 693 | 711 |
| Share in net income of equity-accounted investments after impairment | 37 | 102 |
| Dividends | (36) | (80) |
| Acquisitions | 27 | 56 |
| Translation adjustments and other | (34) | (95) |
| CLOSING BALANCE | 687 | 6 93 |
At 30 September 2020, Alstom invested into an increase in capital in SpeedInnov for €27 million during June 2020 (see Note 2).
For practical reason, to be able to get timely and accurate information, data as of 30 June 2020 and 31 December 2019 are retained and booked within Alstom's 30 September 2020 and 31 March 2020 accounts. The length of the reporting periods and any difference between the ends of the reporting periods remain the same from period to period to allow comparability and consistency. The summarized financial information (at 100%) presented below are the figures disclosed in the financial statements of TMH Limited at 30 June 2020 and 31 December 2019 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 at 30 September 2020 and 31 March 2020.
| TMH Limited | TMH Limited | ||
|---|---|---|---|
| At 30 Ju n e 20 20 | At 31 Decem b er 20 19 | ||
| (in € million) | |||
| Non-current assets | 3,254 | 3,335 | |
| Current assets | 2,434 | 1,851 | |
| TOTAL AS S ETS | 5,6 8 8 | 5,18 6 | |
| Equity-attributable to the owners of the parent company | 2,525 | 2,601 | |
| Equity-attributable to non-controlling interests | 191 | 206 | |
| Non current liabilities | 1,921 | 865 | |
| Current liabilities | 1,051 | 1,514 | |
| TOTAL EQUITY AND LIABILITIES | 5,6 8 8 | 5,18 6 | |
| Equity interest held by the Group | 20% | 20% | |
| NET AS SET | 50 4 | 520 | |
| Goodwill | 36 | 38 | |
| Impairment of share in net asset of equity investments | (29) | (30) | |
| Dividends | (5) | - | |
| Other | (52) | (59) | |
| CARRYING VALUE OF THE GROUP'S INTERESTS | 454 | 46 9 |
| TMH Limited | TMH Limited | |
|---|---|---|
| Half-year ended | Half-year ended | |
| (in € million) | 30 June 2020 | 30 June 2019 |
| Sales | 2,020 | 2,371 |
| Net income from continuing operations | 98 | 54 |
| Share of non-controlling interests | - | 8 |
| Net income attrib utab le to the owners of the p arent comp any | 98 | 62 |
| Equity interest held by the Group | 20% | 20% |
| Share in the net income | 19 | 12 |
| Other items | (1) | 5 |
| GROUP'S SHARE IN THE NET INCOME | 18 | 17 |
The Group's investment in other associates comprises investment in CASCO, held by the Group at 49%, for €120 million (of which €24 million of net profit) as well as other associates which are not significant on an individual basis. On aggregate, the net carrying value of Alstom's Investment represents €128 million as of 30 September 2020 (€137 million as of 31 March 2020).
| (in € million) | At 30 Sep tember 2020 | At 31 March 2020 |
|---|---|---|
| Financial non-current assets associated to financial debt (*) | 163 | 177 |
| Long-term loans, deposits and other | 52 | 56 |
| Other non-current assets | 215 | 233 |
(*) These non-current assets relate to a long-term rental of trains and associated equipment to a London metro operator (see Note 20).
Movements over the semester include a foreign exchange translation impact of €(9) million.
| (in € million) | At 30 S ep tem b er 20 20 | At 31 M a rch 20 20 | Va ri a ti on |
|---|---|---|---|
| Inventories | 1,737 | 1,743 | (6) |
| Contract assets | 1,927 | 1,644 | 283 |
| Trade receivables | 1,382 | 1,581 | (199) |
| Other current operating assets / (liabilities) | (520) | (528) | 8 |
| Contract liabilities | (2,568) | (3,148) | 580 |
| Provisions | (902) | (1,013) | 111 |
| Trade payables | (1,849) | (1,653) | (196) |
| WORKING CAPITAL | (793) | (1,374) | 58 1 |
| (in € million) | For th e h a lf-yea r ended At 30 S ep tem b er 20 20 |
||
| Worki ng ca p i ta l a t th e b egi n n in g of th e p eri od | (1,374) | ||
| Changes in working capital resulting from operating activities | 461 | ||
| Changes in working capital resulting from investing activities | 2 | ||
| Translation adjustments and other changes | 118 | ||
| Tota l ch a nges i n worki n g ca p i ta l | 58 1 | ||
| Worki ng ca p i ta l a t th e en d of th e p eri od | (793) |
| (in € million) | At 30 Sep tem b er 20 20 | At 31 Ma rch 20 20 |
|---|---|---|
| Raw materials and supplies | 1,135 | 1,099 |
| Work in progress | 604 | 692 |
| Finished products | 150 | 146 |
| Inventories, gross | 1,889 | 1,937 |
| Raw materials and supplies | (140) | (129) |
| Work in progress | (7) | (58) |
| Finished products | (5) | (7) |
| Write-down | (152) | (194) |
| Inventories, net | 1,737 | 1,743 |
| (in € million) | At 30 Sep tem b er 20 20 | At 31 Ma rch 20 20 | Va ri a ti on |
|---|---|---|---|
| Cost to fulfil a contract | 17 | 15 | 2 |
| Contract assets | 1,910 | 1,629 | 281 |
| Total contract assets | 1,927 | 1,6 44 | 283 |
| Contract liabilities | (2,568) | (3,148) | 580 |
| Net contract Assets/(Liab ilities) | (6 41) | (1,504) | 863 |
Net contract Assets/(Liabilities) include down-payments for €2,116 million at 30 September 2020 and €2,238 million at 31 March 2020.
| (in € million) | At 30 Sep temb er 2020 | At 31 March 2020 |
|---|---|---|
| Down payments made to suppliers | 53 | 63 |
| Corporate income tax | 71 | 85 |
| Other taxes | 314 | 326 |
| Prepaid expenses | 89 | 55 |
| Other receivables | 297 | 209 |
| Derivatives relating to operating activities | 104 | 207 |
| Remeasurement of hedged firm commitments in foreign currency | 282 | 247 |
| Other current op erating assets | 1,210 | 1,192 |
| (in € million) | At 30 Sep temb er 2020 | At 31 March 2020 |
|---|---|---|
| Staff and associated liabilities | 427 | 531 |
| Corporate income tax | 96 | 93 |
| Other taxes | 150 | 137 |
| Deferred income | 11 | 9 |
| Other payables | 720 | 572 |
| Derivatives relating to operating activities | 178 | 199 |
| Remeasurement of hedged firm commitments in foreign currency | 148 | 179 |
| Other current op erating liabilities | 1,730 | 1,720 |
Over the period ended 30 September 2020, the Group entered into agreements of assignment of receivables that lead to the derecognition of tax receivables for an amount of €45 million. The total disposed amount outstanding at 30 September 2020 is €123 million.
| Translation | ||||||
|---|---|---|---|---|---|---|
| At 31 March | adjustments and | At 30 September | ||||
| (in € million) | 2020 | Additions | Releases | Applications | other | 2020 |
| Warranties | 275 | 89 | (21) | (49) | (16) | 278 |
| Risks on contracts | 578 | 42 | (72) | (28) | (33) | 487 |
| Current provisions | 853 | 131 | (93) | (77) | (49) | 765 |
| Tax risks & litigations | 63 | 3 | (2) | (1) | (4) | 59 |
| Restructuring | 30 | 4 | (1) | (18) | - | 15 |
| Other non-current provisions | 67 | 1 | (1) | - | (4) | 63 |
| Non-current provisions | 160 | 8 | (4) | (19) | (8) | 137 |
| Total Provisions | 1,013 | 139 | (97) | (96) | (57) | 902 |
Provisions for warranties relate to estimated costs to be incurred over the residual contractual warranty period on completed contracts.
Provisions for risks on contracts relate to provisions on contract losses and to commercial disputes and operating risks.
In relation to uncertain tax treatments and 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. Following IFRIC 23 application in April 2019, it is reminded that liabilities for uncertainty over income tax treatments are now presented as tax liabilities on the line corporate income tax in the other current operating liabilities.
Restructuring provisions mainly derive from the adaptation of the means of production in certain countries, as Germany.
Other non-current provisions mainly relate to guarantees delivered or risks in connection with disposals, employee litigations, commercial disputes and environmental obligations.
The management identifies and analyses on a regular basis current litigations and other risks, using its best estimate to assess, when necessary, provisions. These estimates take into account information available and different possible outcomes. Main disputes are described in Note 23.
At 30 September 2020, the share capital of Alstom amounts to €1,588,088,334 consisting of 226,869,762 ordinary shares with a par value of €7 each. Over the period, the weighted average number of outstanding ordinary shares amounts to 226,576,921 after the dilutive effect of bonds reimbursable in shares "Obligations Remboursables en Actions" and to 228,077,666 after the effect of all dilutive instruments
During the period ended 30 September 2020:
As at 30 September 2020, the currency translation group reserve amounts to €(742) million.
The currency translation adjustment, presented within the consolidated statement of comprehensive income for €(120) million, primarily reflects the effect of variations of the US Dollar (€(48) million), Russian Federation Rouble (€(31) million), Brazilian Real (€(15) million), Indian Rupee (€(9) million), British pound (€(5) million) and against the Euro for the half-year ended 30 September 2020.
As approved at the Combined Shareholders' Meeting on 8 July 2020, Alstom did not distribute dividend for fiscal year 2019/20 in the context of the sanitary crisis.
As at 30 September 2020, other current financial assets comprise the positive market value of derivatives instruments hedging financing activities.
| (in € million) | At 30 Sep temb er 2020 | At 31 March 2020 |
|---|---|---|
| Derivatives related to financing activities and others | 25 | 45 |
| OTHER CURRENT FINANCIAL ASSETS | 25 | 45 |
Alstom Group's derivatives related to financing activities as of September 30st 2020 contain derivatives instruments entered to mitigate the Foreign Exchange Currency risk of the purchase price in the frame of the Bombardier Transportation acquisition for €12million. Hedges first designation is based so far on the highly probable value of the purchase price on the sale and purchase agreement date (see Note 1) and is therefore eligible for cash flow hedge accounting. This estimate will be reassessed based on new available information up to the closing.
| (in € million) | At 30 Sep temb er 2020 | At 31 March 2020 |
|---|---|---|
| Cash | 1,148 | 1,060 |
| Cash equivalents | 805 | 1,115 |
| CASH AND CASH EQUIVALENT | 1,953 | 2,175 |
In addition to bank open deposits classified as cash for €1,148 million, the Group invests in cash equivalents:
| Cash movements | ||||
|---|---|---|---|---|
| (in € million) | At 31 March 2020 |
Net cash variation |
Translation adjustments and other |
At 30 September 2020 |
| Bonds | 694 | - | 1 | 695 |
| Other borrowing facilities | 290 | 126 | 8 | 424 |
| Derivatives relating to financing activities | 57 | - | (43) | 14 |
| Accrued interests | 1 | (13) | 14 | 2 |
| Borrowings | 1,042 | 113 | (20) | 1,135 |
| Lease ob ligations | 596 | (52) | 25 | 56 9 |
| Total financial debt | 1,638 | 61 | 5 | 1,704 |
Paid interests are disclosed in the net cash provided by operating activities part in the cash flow statement. Net interests paid and received amount to €(9) million and those related to lease obligations amount to €(4) million.
Lease obligations include obligations under long-term rental representing liabilities related to lease obligations on trains and associated equipment for €163 million at 30 September 2020 and €177 million at 31 March 2020 (see Note 14).
The following table summarizes terms of the Group's bond:
| In i ti a l Nom i n a l va l u e (i n € |
Ma tu ri ty da te | Nom i n a l i n teres t | Effecti ve i n teres t | Accou n ti n g va l u e a t At 30 |
Ma rket va l u e a t At 30 S ep tem b er |
|
|---|---|---|---|---|---|---|
| m i l l i on ) | (dd/m m /yy) | ra te | ra te | S ep tem b er 20 20 | 20 20 | |
| Alstom October 2026 | 700 | 14/10/2026 | 0.25% | 0.38% | 695 | 687 |
| Tota l a n d wei gh ted a vera ge ra te | 0 .25% | 0 .38 % | 6 95 | 6 8 7 |
Other borrowings facilities include:
The main categories of financial assets and financial liabilities of the Group and Financial Risk Management are identical to those described in the consolidated financial statements at 31 March 2020.
In addition to its available cash and cash equivalents, amounting to €1.953 million at 30 September 2020, the Group can access a €400 million revolving credit facility, maturing in June 2022, which is fully undrawn on September 2020.
In the context of COVID-19, Alstom has taken additional measures to bolster its liquidity.
Alstom secured a €1,750 million Revolving Credit Facility with a 1-year maturity, a 6-month extension option at the borrower's discretion and another 6 months extension at the lenders' discretion. This additional RCF aims at stepping in for Alstom's €1 billion Negotiables European Commercial Paper program, should the Commercial Papers market be no longer accessible, in addition to providing an extra liquidity buffer.
With these facilities in place and cash position, the Company has significant liquidity available to cope with additional cash requirements related to the coronavirus.
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.
To issue these bonds, the Group relies on both uncommitted bilateral lines in numerous countries and a €3 billion Committed Guarantee Facility Agreement ("CGFA") with five tier one banks allowing issuance until 2nd March 2023 of bonds with tenors up to 7 years. This bilateral line contains a change of control clause, which may result in the program being suspended, in the obligation to procure new bonds to replace outstanding bonds or to provide cash collateral, as well as early reimbursement of the other debts of the Group, as a result of their cross-default or cross-acceleration provisions.
As at 30 September 2020, the total outstanding bonding guarantees related to contracts from continuing operations, issued by banks or insurance companies, amounted to €9.6 billion (€9.6 billion at 31 March 2020).
The available amount under the Committed Guarantee Facility Agreement at 30 September 2020 amounts to €1.4 billion (€1.7 billion at 31 March 2020).
Issues under the syndicated line are also subject to certain financial criteria (debt ratio), based on consolidated Group data and consistent with the debt ratio of the credit line.
The €400 million Revolving Credit Facility is subject to a covenant on the ratio of total net debt to EBITDA:
This ratio should not exceed 2.5.
The financial covenant calculation is detailed below:
| (in € million) | For the half-year ended At 30 September 2020 |
For the year ended At 31 March 2020 |
|---|---|---|
| EBITDA | 607 | 746 |
| Total net debt | (832) | (1,190) |
| Total Net deb t leverage | (1.4) | (1.6 ) |
There is no financial covenant in the €3 billion Committed Guarantee Facility agreement, in the 1,750 million revolving credit facility and the bridge facilities that will fund the Bombardier Transportation acquisition.
The net liability on post-employment and on other long term employee defined benefits is calculated using the latest valuation at the previous financial year closing date. Adjustments of actuarial assumptions are performed on main contributing areas (United Kingdom, Germany, France, Switzerland, Italy, Sweden and the US) if significant fluctuations or one-time events have occurred during the 6 months period. The fair value of main plan assets was reviewed at 30 September 2020.
Discount rates for main geographic areas (weighted average rates)
| (in %) | At 30 September 2020 | At 31 March 2020 |
|---|---|---|
| United Kingdom | 1.85 | 2.55 |
| Euro Zone | 0.90 | 1.54 |
| Other | 2.36 | 2.60 |
At 30 September 2020, the net provision for post-employment benefits amounts to €531 million compared with €491 million at 31 March 2020. The variation of actuarial gains and losses arising from post-employment defined benefit
plans recognized in the Other comprehensive income amounts to €50 million for the half-year ended 30 September 2020 because of the evolution of the discount rate by geographic areas.
Other variations in the period ended 30 September 2020 mainly arose from service costs related to defined benefits that are consistent with costs incurred in the previous period, and with projections estimated in actuarial valuations performed at 31 March 2020.
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 these litigations 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 Spain 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 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 July 2013, the Brazilian Competition Authority ("CADE") raided a number of companies involved in transportation activities in Brazil, including the subsidiary of Alstom, 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's subsidiary in Brazil, and certain current and former employees of the Group. CADE ruled in July 2019 a financial fine of BRL 133 million (approximately €20 million) on Alstom's subsidiary in Brazil as well as a ban to participate in public procurement bids in Brazil conducted by the
Federal, State, and Municipal Public Administration over a period of 5 years. The administrative decision is now considered final. In September 2020, Alstom's subsidiary in Brazil has lodged a judicial appeal against the July 2019 administrative decision before the Brasilia Civil Court as well as an injunction to suspend CADE´s decision until the final decision on the judicial appeal. On September 14th, 2020 the Court has responded positively to the injunction request. CADE has filed an appeal against this injunction on 3rd November 2020 solely on the merits and not on the suspension aspect, which therefore remains valid. The review and assessment of this appeal is ongoing with Alstom external lawyers. In parallel to this main case opened by CADE only in relation to entities and individuals formally notified when launching the proceedings in 2014, CADE launched in the Spring of 2018 formal notifications against individuals who had not yet been notified yet, mainly foreign individuals not residing in Brazil. The proceedings against these individuals are part of a second phase of the case. Current and former employees of Alstom are also subject to proceedings initiated by the public prosecutor of the state of Sao Paulo in connection with some of the Transport projects subject to CADE procedure.
The Prosecutor of the State of Sao Paulo launched in May 2014 a civil action against a Group's subsidiary in Brazil, along with a number of other companies, for a total amount asserted against all companies of BRL2.5 billion (approximately €439 million) excluding interests and possible damages in connection with a transportation project. The Group's subsidiary is actively defending itself against this action.
In December 2014, the public prosecutor of the state of Sao Paulo also initiated a lawsuit against Alstom's subsidiary in Brazil, along with a number of other companies, related to alleged anti-competitive practices regarding the first phase of a train maintenance project, which is also subject to administrative proceedings since 2013. In the last quarter of 2016, this Alstom subsidiary in Brazil, along with a number of other companies, faced the opening of another lawsuit by the public prosecutor of the state of Sao Paulo related to alleged anti-competitive practices regarding a second phase of the said train maintenance project. In case of proven illicit practices, possible sanctions can include the cancellation of the relevant contracts, the payment of damage compensation, the payment of punitive damages and/or the dissolution of the Brazilian companies involved.
On 23th of June 2020, a series of searches and arrests have been carried out by the Milan police under instructions of the Milan Prosecution Office as part of a preliminary investigation into alleged bribes and bid-rigging in connection with public tenders for Azienda Transporte Milanesi ("ATM"), the municipal public transport company and operator of the Milan Subway. The investigation concerns at least seven companies and 28 individuals, including three current employees and one former employee of Alstom Ferroviaria S.p.A (the "Alstom Italy employees").
The Prosecution Office alleges that the Alstom Italy employees engaged in bid-rigging under Article 353 of the Italian Criminal Code, including colluding with an employee of ATM, to obtain confidential technical information in order to secure an undue advantage in the tender process for a 2019 contract for the Milan subway. Alstom did not ultimately submit a bid in respect of this contract.
Alstom Ferroviaria S.p.A. is also subject to investigation regarding alleged violation of Legislative Decree No. 231/2001 ("Decree 231/2001") for not having implemented (or not having efficiently applied) a system of control capable to avoid the commission by its employees of corruption. A company may only be held liable under Decree 231 if the criminal misconduct of its employees is established. In such a case, a company may seek to defend itself from corporate liability under Decree 231/2001 by showing that it had adopted and effectively implemented an organizational model (known as a "Modello") to prevent misconduct and established an independent supervisory body (known as an "organismo di vigilenza") to oversee compliance with the Modello. Alstom Ferroviaria S.p.A. has adopted a Modello and has established on organism di vigilenza.
Alstom is conducting an internal investigation into the allegations discussed above in coordination with external counsel and has taken certain interim measures in response to the allegations of the Prosecution Office, in particular by suspending one of its employee of Alstom Ferroviaria S.p.A. . The preliminary investigation by the Prosecution Office continues in parallel. Following its investigation, the Prosecution Office will decide whether to request a dismissal or to request an indictment.
Certain companies and former employees of the Group are currently being investigated and/or subject to procedures, by judicial or administrative authorities (including in Hungary) or international financial institutions with respect to alleged illegal payments in certain countries.
With respect to these matters, the Group is cooperating with the concerned authorities or institutions. These investigations or procedures may result in criminal sanctions, including fines which may be significant, exclusion of Group subsidiaries from tenders and third-party actions.
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 the consortium 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 guarantees was forbidden, and the AMD consortium immediately initiated an arbitration procedure to resolve the substantive issues. The arbitral tribunal has decided in December 2014 that the contract stands as terminated by virtue of Turkish law and has authorized the parties to submit their claims for compensation of the damages arising from such termination. Following this decision on the merits, DLH made renewed attempts in 2015 to obtain payment of the bank guarantees but defense proceedings by the AMD consortium have enabled so far to reject these payment requests.
In the arbitration procedure, the phase of assessment of damages is over. Hearings took place in October 2017 and post-hearing submissions were exchanged in February 2018. In May 2018, the arbitral tribunal requested further submissions from the parties to clarify certain claims and the parties exchanged their submissions until July 2018. A second partial final award on quantum was issued to the parties' on 20 September 2019, which recognized (a) the significant delays caused by DLH and AMD's entitlements in the sum of approximately €41 million, and (b) DLH's alleged loss in the amount of approximately €68 million, resulting in a net principal sum, after set-off, ordered payable by the AMD consortium to DLH in the amount of approximately €27 million. An addendum to the second partial award was issued by the tribunal on 23 December 2019, reducing AMD's exposure to €21 million. The third and final award, which exclusively deals with legal costs, interests, tax and four minor claims, was communicated to Alstom on July 24th. 2020. The set off of the various amounts awarded by the tribunal to both parties results in an additional net amount of approx. 6M due by AMD to the Ministry (totalling approx. €28 million). On 29 August 2020, AMD filed a request for clarification of the award which could potentially decrease the consortium net exposure by €500.000. The draft of the award has been validated by the ICC on 29th of October 2020 and sent back to the Tribunal for finalization before communication. The communication date has not been shared with the parties yet.
On the other hand, through arbitration request notified on 29 September 2015, Marubeni Corporation launched proceedings against Alstom Transport SA taken as consortium leader in order to be compensated for the consequences of the termination of the contract with AMD. In a similar fashion, through arbitration request issued on 15 March 2016, the other consortium member Dogus launched proceedings against Alstom Transport SA with similar demands and a request to have the disputes between consortium members consolidated in a single case. Alstom Transport SA is rejecting these compensation requests and is defending itself in these proceedings between consortium members which, while having gone through a consolidation in a single case, have however been suspended by the arbitral tribunal pending the outcome of the main arbitral proceedings between AMD and DLH. In October 2018, Dogus applied for interim measures to clarify certain aspects of the consortium agreement and this request was rejected by the arbitral tribunal.
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 (the "Minuetto case"), and the other to a supply contract of high-speed Pendolino trains awarded in 2004 (the "Pendolino case"). Each of these contracts has undergone technical issues and delays leading the Trenitalia company to apply delay and technical penalties and, consequently, to withhold payments. Since the parties dispute certain technical matters as well as the causes and responsibilities of the delays, the matter was brought before Italian courts in 2010 and 2011 respectively. In the Minuetto case, the technical expertise report has been released and Alstom has challenged its contents with amendment requests. The technical expert submitted his final report in April 2017 and certain amendment requests were taken into account. The parties have exchanged final summary memorials, and the next step will be the decision of the tribunal. On 26 June 2019, the Court of Cuneo issued its decision, mainly (i) recognizing that Trenitalia abused of Alstom's economic dependence (which led Alstom to accept unfair contractual terms, some of which were declared null), (ii) acknowledging a substantial amount of penalties but for which the court ruled that Trenitalia could not obtain payment of on the basis of procedural grounds and (iii) dismissing all other claims of the parties. On 24 January 2020 Alstom appealed the decision before the Court of Appeal of Turin. On 12 May 2020 Trenitalia filed its defense and counter-appeal. The Court of Appeal of Turin fixed the first hearing of the proceedings on 4 November 2020.
In the Pendolino case, the technical expertise report was released, and Alstom has obtained certain corrections following its challenge on some of the conclusions of the report. After the closing of the expertise phase the proceedings continued their path on the legal aspects of the dispute. The tribunal rendered in March 2019 a decision acknowledging that a significant part of the delays was not attributable to Alstom and therefore reduced a large portion of the delay damages claimed by Trenitalia s. The tribunal also rejected the reliability penalties claimed by Trenitalia while accepting certain of its residual damage compensation requests. Finally, the tribunal accepted Alstom's claims linked to contract price adjustment formula while rejecting some of its other cost compensation claims. Alstom appealed the decision on 7 October 2019. On 15 January 2020 Trenitalia filed its defense and counter-appeal. The Court of Appeal of Rome fixed the first hearing of the proceedings on 13 January 2022.
Following a dispute within a consortium involving Alstom's subsidiary in Italy and three other Italian companies, the arbitral tribunal constituted to resolve the matter has rendered in August 2016 a decision against Alstom by awarding €22 million of damage compensation to the other consortium members. Alstom's subsidiary strongly contests this decision and considers that it should be able to avoid its enforcement and thus prevent any damage compensation payment. On 30 November 2016, Alstom's subsidiary filed a motion in the Court of Appeals of Milan to obtain the cancellation of the arbitral award. On 1 December 2016, Alstom's subsidiary filed an ex parte motion for injunctive relief to obtain the suspension of the arbitral award pending the outcome of the appeal proceedings, which was temporarily accepted by the Court. After a phase of hearings in contradictory proceedings on the request for suspension of the arbitral award, the Court of Appeal of Milan decided on 3 March 2017 in favor of Alstom's subsidiary by confirming definitively the suspension of this arbitration decision pending the outcome of the proceedings relating to the cancellation of such decision. The Court of Appeal of Milan ruled on the merits in March 2019 in favour of the Alstom's subsidiary and cancelled the arbitration award of August 2016 including the €22 million of damage compensation. The members of the consortium (excluding Alstom) appealed the decision of the Court of Appeal of Milan on 19 October 2019. On 27 November 2019 Alstom filed its defense and counter-appeal. The parties are now waiting for a decision on the admissibility of the recourse, to be given by the so-called "Filter Section" of the Court of Cassation.
Finally, it shall be noted that, by taking over Alstom's Energy Businesses in November 2015, General Electric undertook to assume all risks and liabilities exclusively or predominantly associated with said businesses and in a symmetrical way, Alstom undertook to keep all risks and liabilities associated with the non-transferred business. Crossindemnification for a duration of 30 years and asset reallocation ("wrong pocket") mechanisms have been established to ensure that, on the one hand, assets and liabilities associated with the Energy businesses being sold are indeed
transferred to General Electric and on the other hand, assets and liabilities not associated with such businesses are borne by Alstom. As a result, the consequences of litigation matters that were on-going at the time of the sale and associated with these transferred activities are taken over by General Electric. Indemnity provisions protect Alstom in case of third-party claims directed at Alstom and relating to the transferred activities. For this reason and since Alstom no longer manages these litigation matters, Alstom is ceasing to include them in this section.
There are no other governmental, legal or arbitration procedures, including proceedings of which the Group is aware, and which are pending or threatening, which might have, or have had during the last twelve months, a significant impact on the financial situation or profitability of the Group.
There are no material changes in related-party transactions between 31 March 2020 and 30 September 2020.
The Group has not identified any subsequent event to be reported other than the items already described above or in the previous notes.
| ALSTOM SA | France | - | Parent Company |
|---|---|---|---|
| Ownership | |||
| Companies | Country | % | Consolidation Method |
| ALSTOM Algérie "Société par Actions" | Algeria | 100 | Full consolidation |
| ALSTOM Grid Algérie SPA | Algeria | 100 | Full consolidation |
| ALSTOM Argentina S.A. | Argentina | 100 | Full consolidation |
| ALSTOM Transport Australia Holdings Pty Limited | Australia | 100 | Full consolidation |
| ALSTOM Transport Australia Pty Limited | Australia | 100 | Full consolidation |
| NOMAD DIGITAL PTY LTD | Australia | 100 | Full consolidation |
| ALSTOM Transport Azerbaijan LLC | Azerbaijan | 100 | Full consolidation |
| ALSTOM Belgium SA | Belgium | 100 | Full consolidation |
| CABLIANCE BELGIUM | Belgium | 100 | Full consolidation |
| NOMAD DIGITAL BELGIUM | Belgium | 100 | Full consolidation |
| ALSTOM Brasil Energia e Transporte Ltda | Brazil | 100 | Full consolidation |
| ETE - EQUIPAMENTOS DE TRACAO ELETRICA LTDA | Brazil | 100 | Full consolidation |
| ALSTOM Transport Canada Inc. | Canada | 100 | Full consolidation |
| ALSTOM Chile S.A. | Chile | 100 | Full consolidation |
| ALSTOM Hong Kong Ltd | China | 100 | Full consolidation |
| ALSTOM Investment Company Limited | China | 100 | Full consolidation |
| ALSTOM Qingdao Railway Equipment Co Ltd | China | 51 | Full consolidation |
| SHANGHAI ALSTOM Transport Electrical Equipment Company Ltd | China | 60 | Full consolidation |
| Chengdu ALSTOM Transport Electrical Equipment Co., Ltd. | China | 60 | Full consolidation |
| TRANSLOHR INDUSTRIAL (TIANJIN) CO. LTD | China | 100 | Full consolidation |
| XI'AN ALSTOM YONGJI ELECTRIC EQUIPMENT CO., LTD | China | 51 | Full consolidation |
| ALSTOM Transport Danmark A/S | Denmark | 100 | Full consolidation |
| NOMAD DIGITAL APS | Denmark | 100 | Full consolidation |
| NOMAD DIGITAL (DENMARK) APS | Denmark | 100 | Full consolidation |
| ALSTOM Egypt for Transport Projects SAE | Egypt | 99 | Full consolidation |
| AREVA INTERNATIONAL EGYPT FOR ELECTRICITY TRANSMISSION & | |||
| DISTRIBUTION | Egypt | 100 | Full consolidation |
| ALSTOM Transport Finland Oy | Finland | 100 | Full consolidation |
| ALSTOM APTIS | France | 100 | Full consolidation |
| ALSTOM Executive Management | France | 100 | Full consolidation |
| ALSTOM Holdings | France | 100 | Full consolidation |
| ALSTOM IBRE | France | 100 | Full consolidation |
| ALSTOM Kleber Sixteen | France | 100 | Full consolidation |
| ALSTOM Leroux Naval | France | 100 | Full consolidation |
| ALSTOM Network Transport | France | 100 | Full consolidation |
| ALSTOM Omega 1 | France | 100 | Full consolidation |
| ALSTOM SHIPWORKS | France | 100 | Full consolidation |
| ALSTOM Transport SA | France | 100 | Full consolidation |
| ALSTOM Transport Technologies | France | 100 | Full consolidation |
| CENTRE D'ESSAIS FERROVIAIRES | France | 95 | Full consolidation |
| ETOILE KLEBER | France | 100 | Full consolidation |
| INTERINFRA (COMPAGNIE INTERNATIONALE POUR LE DEVELOPPEMENT D'INFRASTRUCTURES) |
France | 50 | Full consolidation |
| LORELEC | France | 100 | Full consolidation |
| NEWTL | France | 100 | Full consolidation |
| NOMAD DIGITAL France | France | 100 | Full consolidation |
| NTL HOLDING | France | 100 | Full consolidation |
| StationOne | France | 100 | Full consolidation |
| ALSTOM Lokomotiven Service GmbH | Germany | 100 | Full consolidation |
| ALSTOM Transport Deutschland GmbH | Germany | 100 | Full consolidation |
| NOMAD DIGITAL GMBH | Germany | 100 | Full consolidation |
| VGT VORBEREITUNGSGESELLSCHAFT TRANSPORTTECHNIK GMBH | Germany | 100 | Full consolidation |
| Ownership | |||
|---|---|---|---|
| Companies | Country | % | Consolidation Method |
| ALSTOM Network UK Ltd | Great Britain | 100 | Full consolidation |
| ALSTOM NL Service Provision Limited | Great Britain | 100 | Full consolidation |
| ALSTOM Academy for rail | Great Britain | 100 | Full consolidation |
| ALSTOM Product and Services Limited | Great Britain | 100 | Full consolidation |
| ALSTOM Transport Service Ltd | Great Britain | 100 | Full consolidation |
| ALSTOM Transport UK (Holdings) Ltd | Great Britain | 100 | Full consolidation |
| ALSTOM Transport UK Limited | Great Britain | 100 | Full consolidation |
| NOMAD DIGITAL (INDIA) LIMITED | Great Britain | 70 | Full consolidation |
| NOMAD DIGITAL LIMITED | Great Britain | 100 | Full consolidation |
| NOMAD HOLDINGS LIMITED | Great Britain | 100 | Full consolidation |
| NOMAD SPECTRUM LIMITED | Great Britain | 100 | Full consolidation |
| WASHWOOD HEATH TRAINS LTD | Great Britain | 100 | Full consolidation |
| WEST COAST SERVICE PROVISION LIMITED | Great Britain | 100 | Full consolidation |
| WEST COAST TRAINCARE LIMITED | Great Britain | 100 | Full consolidation |
| 21NET LTD | Great Britain | 100 | Full consolidation |
| J&P AVAX SA - ETETH SA - ALSTOM TRANSPORT SA | Greece | 34 | Full consolidation |
| ALSTOM Transport Hungary Zrt. | Hungary | 100 | Full consolidation |
| ALSTOM Manufacturing India Private Limited | India | 100 | Full consolidation |
| ALSTOM Systems India Private Limited | India | 95 | Full consolidation |
| ALSTOM Transport India Limited | India | 100 | Full consolidation |
| MADHEPURA ELECTRIC LOCOMOTIVE PRIVATE LIMITED | India | 74 | Full consolidation |
| NOMAD DIGITAL (INDIA) PRIVATE LIMITED | India | 70 | Full consolidation |
| TWENTY ONE NET (INDIA) PRIVATE LTD | India | 100 | Full consolidation |
| PT ALSTOM Transport Indonesia | Indonesia | 67 | Full consolidation |
| ALSTOM Khadamat S.A. | Iran | 100 | Full consolidation |
| ALSTOM Transport Ireland Ltd | Ireland | 100 | Full consolidation |
| CITADIS ISRAEL LTD | Israel | 100 | Full consolidation |
| ALSTOM Ferroviaria S.p.A. | Italy | 100 | Full consolidation |
| ALSTOM Services Italia S.p.A. | Italy | 100 | Full consolidation |
| NOMAD DIGITAL ITALIA S.R.L. | Italy | 100 | Full consolidation |
| ALSTOM Kazakhstan LLP | Kazakhstan | 100 | Full consolidation |
| EKZ Service Limited Liability Partnership | Kazakhstan | 80 | Full consolidation |
| ELECTROVOZ KURASTYRU ZAUYTY LLP | Kazakhstan | 80 | Full consolidation |
| ALSTOM Transport (Malaysia) Sdn Bhd | Malaysia | 100 | Full consolidation |
| ALSTOM Transport Mexico, S.A. de C.V. | Mexico | 100 | Full consolidation |
| ALSTOM CABLIANCE | Morocco | 100 | Full consolidation |
| ALSTOM Transport Maroc SA | Morocco | 100 | Full consolidation |
| ALSTOM Transport B.V. | Netherlands | 100 | Full consolidation |
| ALSTOM Transport Holdings B.V. | Netherlands | 100 | Full consolidation |
| NOMAD DIGITAL B.V. | Netherlands | 100 | Full consolidation |
| AT NIGERIA LIMITED | Nigeria | 100 | Full consolidation |
| ALSTOM Enio ANS | Norway | 100 | Full consolidation |
| ALSTOM Transport Norway AS | Norway | 100 | Full consolidation |
| ALSTOM Panama, S.A. | Panama | 100 | Full consolidation |
| ALSTOM Transport Peru S.A. | Peru | 100 | Full consolidation |
| ALSTOM Transport Construction Philippines, Inc | Philippines | 100 | Full consolidation |
| ALSTOM Konstal Spolka Akcyjna | Poland | 100 | Full consolidation |
| ALSTOM Pyskowice Sp. z o.o. | Poland | 100 | Full consolidation |
| ALSTOM Transporte Portugal Unipessoal Lda | Portugal | 100 | Full consolidation |
| NOMAD TECH, LDA. | Portugal | 51 | Full consolidation |
| ALSTOM Transport SA (Romania) | Romania | 93 | Full consolidation |
| ALSTOM Transport Rus LLC | Russian Federation | 100 | Full consolidation |
| Ownership | |||
|---|---|---|---|
| Companies | Country | % | Consolidation Method |
| ALSTOM Transport (S) Pte Ltd | Singapore | 100 | Full consolidation |
| ALSTOM Southern Africa Holdings (Pty) Ltd | South Africa | 100 | Full consolidation |
| ALSTOM Transport Holdings SA (Pty) Ltd | South Africa | 100 | Full consolidation |
| ALSTOM Ubunye (Pty) Ltd | South Africa | 51 | Full consolidation |
| GIBELA RAIL TRANSPORT CONSORTIUM (PTY) LTD | South Africa | 70 | Full consolidation |
| ALSTOM Korea Transport Ltd | South Korea | 100 | Full consolidation |
| ALSTOM Espana IB, S.L. | Spain | 100 | Full consolidation |
| ALSTOM Transporte, S.A. | Spain | 100 | Full consolidation |
| APLICACIONES TECNICAS INDUSTRIALES, S.A. | Spain | 100 | Full consolidation |
| ALSTOM Transport AB | Sweden | 100 | Full consolidation |
| ALSTOM Transport Information Systems AB | Sweden | 100 | Full consolidation |
| ALSTOM Network Schweiz AG | Switzerland | 100 | Full consolidation |
| ALSTOM Schienenfahrzeuge AG | Switzerland | 100 | Full consolidation |
| ALSTOM Transport (Thailand) Co., Ltd. | Thailand | 100 | Full consolidation |
| Trinidad and | |||
| ALSTOM T&T Ltd | Tobago | 100 | Full consolidation |
| ALSTOM Ulasim Anonim Sirketi | Turkey | 100 | Full consolidation |
| ALSKAW LLC | USA | 100 | Full consolidation |
| ALSTOM Transport Holding US Inc. | USA | 100 | Full consolidation |
| ALSTOM Transportation Inc. | USA | 100 | Full consolidation |
| ALSTOM Signaling Inc. | USA | 100 | Full consolidation |
| ALSTOM Signaling Operation, LLC | USA | 100 | Full consolidation |
| NOMAD DIGITAL, INC | USA | 100 | Full consolidation |
| ALSTOM Venezuela, S.A. | Venezuela | 100 | Full consolidation |
| ALSTOM Transport Vietnam Ltd | Vietnam | 100 | Full consolidation |
| METROLAB | France | 50 | Joint Operation |
| THE ATC JOINT VENTURE | Great Britain | 38 | Joint Operation |
| IRVIA MANTENIMIENTO FERROVIARIO, S.A. | Spain | 51 | Joint Operation |
| CITAL | Algeria | 49 | Equity Method |
| TMH ARGENTINA SA(*) | Argentina | 14 | Equity Method |
| CASCO SIGNAL LTD | China | 49 | Equity Method |
| SHANGHAI ALSTOM Transport Company Limited | China | 40 | Equity Method |
| TRANSMASHHOLDING LIMITED | Cyprus | 20 | Equity Method |
| SILASIO TRADING LIMITED(*) | Cyprus | 20 | Equity Method |
| TMH EGYPT FOR DEVELOPMENT S.A.E.(*) | Egypt | 20 | Equity Method |
| SPEEDINNOV | France | 74 | Equity Method |
| ABC ELECTRIFICATION LTD | Great Britain | 33 | Equity Method |
| TRANSMASHHOLDING HUNGARY INVEST KFT.(*) | Hungary | 10 | Equity Method |
| TRANSMASHHOLDING HUNGARY KFT(*) | Hungary | 10 | Equity Method |
| LKZ AO(*) | Kazakhstan | 10 | Equity Method |
| LLP JV KAZELEKTROPRIVOD | Kazakhstan | 50 | Equity Method |
| SMART TECHNOLOGY ALMATY COM TOO(*) | Kazakhstan | 20 | Equity Method |
| TRANSMASHHOLDING KAZAKHSTAN-KZ TOO(*) | Kazakhstan | 20 | Equity Method |
| TMHS(*) | Mongolia | 20 | Equity Method |
| MALOCO GIE | Morocco | 70 | Equity Method |
| RAILCOMP BV | Netherlands | 60 | Equity Method |
| THE BREAKERS INVESTMENTS B.V.(*) | Netherlands | 20 | Equity Method |
| TMH-ALSTOM BV | Netherlands | 60 | Equity Method |
| TMH DIESEL ENGINE BV(*) | Netherlands | 20 | Equity Method |
| AM-TEKH(*) | Russian Federation | 20 | Equity Method |
| Ownership | |||
|---|---|---|---|
| Companies | Country | % | Consolidation Method |
| CENTRAL RESEARCH AND DEVELOPMENT INSTITUTE | |||
| "TransElektroPribor"(*) | Russian Federation | 20 | Equity Method |
| CORPORATE UNIVERSITY OF LOCOMOTIVE TECHNOLOGIES(*) | Russian Federation | 20 | Equity Method |
| DEMIKHOVSKY MASHINOSTROITELNY ZAVOD OAO(*) | Russian Federation | 20 | Equity Method |
| DIESEL-INSTRUMENT SPB LLC(*) | Russian Federation | 10 | Equity Method |
| DIMICROS OAO(*) | Russian Federation | 9 | Equity Method |
| DOL BRIGANTINA LLC(*) | Russian Federation | 15 | Equity Method |
| ELTK-URAL LLC(*) | Russian Federation | 10 | Equity Method |
| FIRM LOCOTECH(*) | Russian Federation | 20 | Equity Method |
| IVSK OOO(*) | Russian Federation | 12 | Equity Method |
| IZD TMH LLC(*) | Russian Federation | 17 | Equity Method |
| KOLOMENSKY ZAVOD OAO(*) | Russian Federation | 17 | Equity Method |
| KOLOMNA ENERGO DIESEL LLC(*) | Russian Federation | 17 | Equity Method |
| LOCOTECH GLOBAL TRADING(*) | Russian Federation | 20 | Equity Method |
| LOCOTECH-FOUNDRY PLANTS(*) | Russian Federation | 15 | Equity Method |
| LOCOTECH-KOMPOSIT LLC(*) | Russian Federation | 8 | Equity Method |
| LOCOTECH-LEASING(*) | Russian Federation | 15 | Equity Method |
| LOCOTECH-PROMSERVICE(*) | Russian Federation | 20 | Equity Method |
| LOCOTECH-SERVICE(*) | Russian Federation | 20 | Equity Method |
| MASHCONSULTING ZAO(*) | Russian Federation | 20 | Equity Method |
| METROVAGONMASH OAO(*) | Russian Federation | 15 | Equity Method |
| METROVAGONMASH SERVICE LLC(*) | Russian Federation | 15 | Equity Method |
| MONTAZHNAYA BAZA OAO(*) | Russian Federation | 2 | Equity Method |
| NERZ LLC(*) | Russian Federation | 8 | Equity Method |
| NO TIV ZAO(*) | Russian Federation | 18 | Equity Method |
| NOVOCHERKASSKY ELEKTROVOZOSTROITELNY ZAVOD | |||
| PROIZVODSTVENNAY KOMPANIYA OOO(*) | Russian Federation | 20 | Equity Method |
| NPO SYSTEMA LLC(*) | Russian Federation | 19 | Equity Method |
| NPP LCL ZAO(*) | Russian Federation | 4 | Equity Method |
| OKHOTRESURS LLC(*) | Russian Federation | 20 | Equity Method |
| OKTYABRSKY ELEKTROVAGONOREMONTNY ZAVOD OAO(*) | Russian Federation | 15 | Equity Method |
| OVK TMH ZAO(*) | Russian Federation | 20 | Equity Method |
| PENZADIESELMASH OAO(*) | Russian Federation | 20 | Equity Method |
| PENZENSKIYE DIESELNIYE DVIGATELY LLC(*) | Russian Federation | 20 | Equity Method |
| PO BEZHITSKAYA STAL OAO(*) | Russian Federation | 12 | Equity Method |
| PROFIL LLC(*) | Russian Federation | 13 | Equity Method |
| PSOM AO(*) | Russian Federation | 15 | Equity Method |
| RAILCOMP LLC | Russian Federation | 60 | Equity Method |
| REKOLD AO(*) | Russian Federation | 6 | Equity Method |
| ROSLOKOMOTIV ZAO(*) | Russian Federation | 20 | Equity Method |
| SAPFIR OOO(*) | Russian Federation | 20 | Equity Method |
| TMH ENGINEERING ASIA LLC(*) | Russian Federation | 10 | Equity Method |
| TMH ENGINEERING LLC(*) | Russian Federation | 20 | Equity Method |
| TMH FINANCE LLC(*) | Russian Federation | 20 | Equity Method |
| TMH INTERNATIONAL LLC(*) | Russian Federation | 20 | Equity Method |
| TMH INVESTMENTS LLC(*) | Russian Federation | 20 | Equity Method |
| TMH TECHNOLOGIE LLC(*) | Russian Federation | 20 | Equity Method |
| TMH TRACTION SYSTEMS LLC(*) | Russian Federation | 10 | Equity Method |
| TMH-ELECTROTEKH LLC(*) | Russian Federation | 20 | Equity Method |
| TMHS LOKALIZATSIYA LLC(*) | Russian Federation | 10 | Equity Method |
| TORGOVY DOM TMH ZAO(*) | Russian Federation | 20 | Equity Method |
| TRAMRUS LLC | Russian Federation | 60 | Equity Method |
| TRANSCONVERTER LLC(*) | Russian Federation | 13 | Equity Method |
| TRANSHOLDLEASING AO(*) | Russian Federation | 4 | Equity Method |
| Ownership | |||
|---|---|---|---|
| Companies | Country | % | Consolidation Method |
| TRANSMASH OAO(*) | Russian Federation | 12 | Equity Method |
| TRANSMASHHOLDING ZAO(*) | Russian Federation | 20 | Equity Method |
| TRTrans LLC | Russian Federation | 60 | Equity Method |
| TSENTR PERSPEKTIVNYKH TECHNOLOGIY TMH LLC(*) | Russian Federation | 20 | Equity Method |
| TVER-SAFARI LLC(*) | Russian Federation | 19 | Equity Method |
| TVERSKOY VAGONOSTROITELNY ZAVOD OAO(*) | Russian Federation | 19 | Equity Method |
| UPRAVLYAUSCHAYA KOMPANIYA BRYANSKY | |||
| MASHINOSTROITELNY ZAVOD ZAO(*) | Russian Federation | 20 | Equity Method |
| VOSKHOD LLC(*) | Russian Federation | 9 | Equity Method |
| VSEROSSIYSKY NAUCHNO-ISSLEDOVATELSKY I PROEKTNO KONSTRUKTORSKY INSTITUT ELEKTROVOZOSTROENIYA OAO(*) |
Russian Federation | 13 | Equity Method |
| YUZHDIESELMASH OAO(*) | Russian Federation | 1 | Equity Method |
| ZAVOD AIT(*) | Russian Federation | 10 | Equity Method |
| ZENTROSVARMASH OAO(*) | Russian Federation | 20 | Equity Method |
| ZHELDORREMMASH(*) | Russian Federation | 15 | Equity Method |
| ZTOV LLC(*) | Russian Federation | 4 | Equity Method |
| TMH AFRICA PLC(*) | South Africa | 14 | Equity Method |
| TMH INTERNATIONAL AG(*) | Switzerland | 20 | Equity Method |
| LUGANSKTEPLOVOZ OAO(*) | Ukraine | 15 | Equity Method |
| United Arab | |||
| TRANSMASH EAST TRAIN TRADING LLC(*) | Emirates | 20 | Equity Method |
| RTA RAIL TEC ARSENAL FAHRZEUGVERSUCHSANLAGE GMBH | Austria | 15 | |
| Non-consolidated investment | |||
| MOBILIEGE | Belgium | 15 | Non-consolidated investment |
| 4iTEC 4.0 | France | 23 | Non-consolidated investment |
| AIRE URBAINE INVESTISSEMENT | France | 4 | Non-consolidated investment |
| CADEMCE SAS | France | 16 | Non-consolidated investment |
| COMPAGNIE INTERNATIONALE DE MAINTENANCE - C.I.M. | France | 1 | Non-consolidated investment |
| EASYMILE | France | 13 | Non-consolidated investment |
| ESPACE DOMICILE SA HABITAT LOYER MODERE | France | 1 | Non-consolidated investment |
| FRAMECA - FRANCE METRO CARACAS | France | 19 | Non-consolidated investment |
| MOBILITE AGGLOMERATION REMOISE SAS | France | 17 | Non-consolidated investment |
| OC'VIA CONSTRUCTION | France | 12 | Non-consolidated investment |
| OC'VIA MAINTENANCE | France | 12 | Non-consolidated investment |
| RESTAURINTER | France | 35 | |
| Non-consolidated investment | |||
| SOCIETE IMMOBILIERE DE VIERZON | France | 1 | Non-consolidated investment |
| SUPERGRID INSTITUTE SAS | France | 3 | Non-consolidated investment |
| IFB INSTITUT FUR BAHNTECHNIK GMBH | Germany | 7 | Non-consolidated investment |
| TRAMLINK NOTTINGHAM (HOLDINGS) LTD | Great Britain | 13 | Non-consolidated investment |
| PARS SWITCH | Iran | 1 | Non-consolidated investment |
| CRIT SRL | Italy | 1 | Non-consolidated investment |
| CONSORZIO ELIS PER LA FORMAZIONE PROFESSIONALE | |||
| SUPERIORE | Italy | 0 | Non-consolidated investment |
| METRO 5 SPA | Italy | 9 | Non-consolidated investment |
| T.P.B. TRASPORTI PUBBLICI DELLA BRIANZA S.p.A. (in bankruptcy) | Italy | 30 | Non-consolidated investment |
| TRAM DI FIRENZE S.P.A. | Italy | 9 | Non-consolidated investment |
| VAL 208 TORINO GEIE | Italy | 14 | Non-consolidated investment |
| SUBURBANO EXPRESS, S.A. DE C.V. | Mexico | 11 | Non-consolidated investment |
| IDEON S.A. | Poland | 0 | Non-consolidated investment |
| INWESTSTAR S.A. | Poland | 0 | Non-consolidated investment |
| KOLMEX SA | Poland | 2 | |
| Non-consolidated investment | |||
| ALBALI SEÑALIZACIÓN, S.A. | Spain | 12 | Non-consolidated investment |
| TRAMVIA METROPOLITA DEL BESOS SA | Spain | 21 | Non-consolidated investment |
| TRAMVIA METROPOLITA, S.A. | Spain | 24 | Non-consolidated investment |
(*) Subsidiaries of TMH Limited., consolidated within Alstom financial statements by equity method.
Report of independent auditors on the half-year financial information
PricewaterhouseCoopers Audit 63, rue de Villiers 92200 Neuilly-sur-Seine
MAZARS 61, rue Henri Regnault 92075 Paris La Défense
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 SA 48 rue Albert Dhalenne 93400 Saint-Ouen France
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 were prepared under the responsibility of the Board of Directors on November 10th, 2020, on the basis of the information available at that date in the evolving context of the crisis related to Covid-19 and of difficulties in assessing its impact and future prospects. 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.
We have also verified the information given in the interim management report prepared on November 10th, 2020 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 Paris La Défense, November 10, 2020
The Statutory Auditors French original signed by
PricewaterhouseCoopers Audit
MAZARS
Edouard Demarcq
Jean-Luc Barlet
Responsibility statement of the person responsible for the half-year financial report
I hereby certify that, to the best of my knowledge, the condensed consolidated financial statements of ALSTOM (the "Company") for the first half-year of fiscal year 2020/21 have been prepared under generally accepted accounting principles and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and of all entities included in its scope of consolidation, and that the half-year management report included herein presents a true and fair review of the main events which occurred in the first six months of the fiscal year and their impact on the condensed accounts, as well as the main transactions between related parties and a description of the main risks and uncertainties for the remaining six months of the fiscal year.
Saint-Ouen-sur-Seine, on 10 November 2020,
Original signed by
Henri Poupart-Lafarge Chairman and Chief Executive Officer
* This is a free translation of the statement signed and issued in French language by the Chairman and Chief Executive Officer of the Company and is provided solely for the convenience of English-speaking readers.
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