Interim / Quarterly Report • Nov 14, 2018
Interim / Quarterly Report
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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 2018 | |
| Condensed interim consolidated financial statements, | Page 26 |
| half-year ended 30 September 2018 | |
| Report of independent auditors on the half-year financial information | Page 68 |
| Responsibility statement of the person responsible for the half-year financial report | Page 71 |
Société anonyme with a share capital of € 1,561,408,576 48, rue Albert Dhalenne – 93400 Saint-Ouen (France) Tel. : +33 (0)1 57 06 80 00 RCS : 389 058 447 Bobigny
www.alstom.com
Management report on condensed interim consolidated financial statements, Half-year ended 30 September 2018
The proposed combination of Alstom with Siemens Mobility, including its rail traction drive business, has reached significant milestones in the past months.
On 17 July 2018, Alstom shareholders approved the proposed combination of Alstom with Siemens Mobility.
As part of the combination, Alstom existing shareholders at the close of the business day preceding the completion date of the transaction, will receive two exceptional distributions: a control premium of €4 per share (Distribution A) and an extraordinary distribution up to €4 per share subject to certain adjustments (Distribution B). Payment of both distributions shall be made on the 8th business day following the date of closing of this transaction.
On 8 June, Alstom and Siemens jointly filed the application for merger control clearance with the European Commission and on 13 July, Alstom and Siemens took note of the European Commission's initiation of a Phase 2 review of the proposed combination of Siemens' Mobility business with Alstom.
On 29 October, Alstom and Siemens received a Statement of Objections from the European Commission as part of the Phase 2 examination of the proposed combination. The Statement of Objections formalises the Commission's assessment of this transaction at this stage and gives Alstom and Siemens the opportunity to access the case file and respond to the Commission. It does not prejudge of the final decision of the European Commission.
Alstom and Siemens continue to work constructively with the European Commission to explain the rationale and the benefits of the proposed combination. Alstom and Siemens will now discuss the specific concerns of the Commission and will ensure that they are addressed in a timely manner.
The transaction is subject to approval by relevant anti-trust authorities and closing is expected in the first half of 2019.
Group's key performance indicators for the first half of fiscal year 2018/19:
| % Variation | ||||
|---|---|---|---|---|
| Se p. 18/ Sep. 17 | ||||
| Half-Year ended | Half-Year ended | |||
| 30 Septemb er | 30 Sep temb er | |||
| (in € million) | 2018 | 2017(*) | Actual | Organic |
| Orders Received | 7,129 | 3,170 | 125% | 130% |
| Orders Backlog | 38,113 | 34,966 | 9% | 11% |
| Sales | 4,010 | 3,341 | 20% | 23% |
| aEBIT | 285 | 180 | 58% | |
| aEBIT % | 7.1% | 5.4% | ||
| EBIT | 219 | 143 | ||
| Net Profit - Group share | 563 | 177 | ||
| Free Cash Flow | 172 | 227 | ||
| Capital Employed | 1,892 | 3,654 | ||
| Net Cash/(Debt) | (280) | (101) | ||
| Equity | 4,021 | 3,296 |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standards
Above mentioned figures are adjusted as follows for foreign exchange variation resulting from the translation to Euro from the original currency, as well as for change in scope.
The below table shows how we walk from actual to comparable figures:
| Half-Year ended | ||||||
|---|---|---|---|---|---|---|
| 30 September | ||||||
| 2018 | Half-Year ended 30 September 2017(*) | Se p. 18/ Se p. 17 | ||||
| Actual | Actual | Exchange | Comp arab le | |||
| (in € million) | figures | figures | rate | Figures | % Var Act. | % Var Org. |
| Orders Backlog | 38,113 | 34,966 | (584) | 34,382 | 9% | 11% |
| Orders Received | 7,129 | 3,170 | (68) | 3,102 | 125% | 130% |
| Sales | 4,010 | 3,341 | (68) | 3,273 | 20% | 23% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standards
The actual figures for the first half of fiscal year 2017/18 (orders backlog, orders received and sales) are restated taking into account September 2018 exchange rates which showed an overall appreciation of the Euro against the majority of the currencies making up the Alstom portfolio.
Actual figures are not adjusted for scope of 21net as impact of acquisition is considered not significant at Alstom Group level.
In April 2018, Alstom completed 100% acquisition of UK based 21net, expert in on-board internet and passenger infotainment for the railway industry.
In June 2018, Transmashholding and Locotech Services agreed to combine under a new holding Transmashholding Limited. Following the transaction, the contribution of Alstom has been diluted. In the meantime, additional shares of Transmashholding Limited have been bought by the Group from the other shareholders to increase its ownership up to 20% for €115 million. The Group retains a significant influence. The financial impacts of this operation, and notably the dilutive effect, will be booked during the second semester.
On 2 October 2018, Alstom has completed the transfer of all its interests in the three Energy Joint Ventures (Renewables, Grid and Nuclear Joint Ventures) to General Electric and received a total cash payment of €2.594 billion.
The Alstom outlook is provided at constant perimeter and exchange rate. It is set in accordance with the IFRS 15 standard, which is the new applicable standard for revenue recognition.
For the fiscal year 2018/19, sales are expected to reach around €8 billion and adjusted EBIT margin should reach around 7%.
In the medium term, Alstom should continue to outperform the market growth, gradually improve profitability, and improve cash generation, with potential volatility over some short periods.
This outlook relies on several assumptions, outlined as follows:
It is established considering no major change to foreign exchange rates compared to the ones known as well as no significant adjustment to the 30 September 2018 scope of consolidation. Price inflation should remain comparable to the previous year (2.1% as per OECD expectation) and the Group assumes an overall stable political environment where Alstom operates.
For the year 2018/19, Alstom should continue to deliver on its current portfolio of projects. Revenue from backlog as of 30th September should represent over 98% of Alstom's revenues during the coming fiscal year.
The market is expected to continue growing, fuelled by a soaring urbanization and an increasing environmental awareness that both have a direct beneficial effect on the demand for rail solutions. The expected drivers of growth should be notably Europe (Germany, Spain, France, Italy and the UK), as the largest accessible rail market, alongside with India and Taiwan in Asia/Pacific. Price competition witnessed in the recent years is expected to continue as new entrants attempt to expand outside of their historical markets.
The adjusted EBIT margin improvement compared to the previous exercises should come from rigorous project execution, delivering on projected sourcing savings. Standardisation of engineering tools and processes together with design to cost, adaptation of the footprint both for engineering and manufacturing should support the improvement of Alstom's performance. Also, digital transformation combined with efficient discipline in overhead cost management should contribute to achieve this performance.
Cash generation notably relies on the Cash Focus program including targeted initiatives related to working capital which has already delivered results as per expectation. Cash focus program specifically targets inventory management, capital expenditure efforts and key contract execution. The cash collection initiative is jointly steered by both commercial and operational teams.
The above mentioned forward-looking statements regarding short term guidance shall not be used as results forecast or any performance indicator. It notably relies on existing plans, initiatives for projects, products and services and their potential. These assumptions are deemed reasonable as of the date of the present document and could change and evolve due to significant risk and uncertainties. Such risks include those set forth in the chapter 4 'Risk Factors and Internal Control' of the latest Registration Document and other external factors not known to the Group at this stage such as general industry conditions and competition, technological advances, future market conditions, sourcing difficulties, financial instability and sovereign risk and exposure to regulatory action or litigation. Alstom undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise. This guidance should be used consequently with cautiousness.
During the first half of fiscal year 2018/19, Alstom's order intake reflected solid growth at €7.1 billion as compared to €3.2 billion for the first half of 2017/18. During the first half of fiscal year the group marked signature of jumbo orders, with a historic order in France to supply 100 next-generation very high-speed trains as well as a contract in Montreal, Canada to deliver a complete automatic and driverless metro system. The commercial performance was further marked by an additional order signed in Italy to supply five Pendolino trains and associated maintenance for 30 years. The footprint of Asia/Pacific was further strengthened by key orders signed in India for the supply of metro cars to Mumbai as well as an order secured in Taiwan to supply an integrated metro system for Taipei.
| Geograp hic b reakdown | % Variation Sep. 18/ Sep. 17 |
|||||
|---|---|---|---|---|---|---|
| Actual figures (in € million) |
Half-Year ended 30 Septemb er 2018 |
% of contrib |
Half-Year ended 30 Septemb er 2017(*) |
% of contrib |
Actual | Organic |
| Europe | 4,303 | 60% | 1,535 | 48% | 180% | 183% |
| Americas | 1,705 | 24% | 907 | 29% | 88% | 98% |
| Asia/Pacific | 922 | 13% | 544 | 17% | 69% | 72% |
| Middle East/Africa | 199 | 3% | 184 | 6% | 8% | 8% |
| ORDERS BY DESTINATION | 7,129 | 100% | 3,170 | 100% | 125% | 130% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
| Product b reakdown | % Variation Sep. 18/ Sep. 17 |
|||||
|---|---|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of | ||
| (in € million) | 30 Sep temb er 2018 |
contrib | 30 Sep temb er 2017(*) |
contrib | Actual | Organic |
| Rolling stock | 3,959 | 56% | 1,330 | 42% | 198% | 202% |
| Services | 1,416 | 20% | 992 | 31% | 43% | 46% |
| Systems | 1,091 | 15% | 406 | 13% | 169% | 175% |
| Signalling | 663 | 9% | 442 | 14% | 50% | 54% |
| ORDERS BY DESTINATION | 7,129 | 100% | 3,170 | 100% | 125% | 130% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
In Europe, Alstom's order intake stood at €4.3 billion for the half year of fiscal year 2018/19 as compared to €1.5 billion during the same period last year. The exceptional commercial performance of the region was steered by the historic order secured in France to supply 100 next-generation AveliaTM Horizon very high-speed trains to SNCF. The order was the result of collaborative work between SNCF and Alstom undertaken within the framework of the TGV of the Future program. These trains are competitive with 20% lower acquisition costs than previous generations, 20% increase in capacity through more modular interior, 20% reduction in energy consumption through the adoption of regenerative braking and more than 30% reduction in maintenance costs. In addition, Alstom signed a contract to supply five additional Pendolino high-speed trains in Italy and an associated maintenance for 30 years. Other major contracts signed during the year included supply 32 Citadis Dualis tram trains to Île-de-France region in France, a breakthrough tram order to supply 38 Citadis trams made of steel to Frankfurt in Germany and a signalling order in Norway to equip the entire Norwegian railway fleet with on-board train control solution and associated maintenance for 25 years.
In Americas, Alstom reported €1.7 billion of orders for the half year of fiscal year 2018/19 as compared to €0.9 billion during the same period last fiscal year. Alstom's presence in Canada was further strengthened by signature of a large contract with Réseau Express Métropolitain in Canada to deliver complete automatic and driverless light metro system to Montreal including rolling stock and signalling as well as operation and maintenance services for 30 years. First half of last fiscal year included signature of contracts to supply Citadis SpiritTM light rail vehicles for the Greater Toronto and Hamilton areas as well as for Ottawa in Canada.
In Asia/Pacific, Alstom's order intake stood at €0.9 billion as compared to €0.5 billion during the same period. Alstom secured a major rolling stock contract to supply 248 metro cars for line 3 of the Mumbai metro. In addition, the group secured a large-scale order in Taiwan to supply 19 MetropolisTM trains, Urbalis CBTC1 driverless signalling solution for line 7 of Taipei. Furthermore, Alstom has been awarded a 15-year contract by Metro Trains Sydney for the maintenance of 22 six-car MetropolisTM train sets and Urbalis 400 CBTC1 systems. As part of this order, Alstom will use its innovative predictive maintenance tool "HealthHub".
In Middle East/Africa orders stood at €0.2 billion during the first half of fiscal year 18/19. Alstom secured an order in Morocco for the supply of 30 electric locomotives.
| Country | Product | Description |
|---|---|---|
| Australia | Services | Maintenance of 22 six-car MetropolisTM train sets and Urbalis 400 CBTC1 signalling system |
| Canada | Systems/Services | Supply of 212 Metropolis metro cars, Urbalis 400 CBTC1 , control centre solutions and associated maintenance for 30 years |
| France | Rolling stock | Supply of 100 next-generation AveliaTM Horizon very high-speed trains |
| France | Rolling stock | Supply of 32 additional CitadisTM Dualis tram-trains to Île-de-France |
| Germany | Rolling stock | Supply of 38 CitadisTM trams for Frankfurt |
| India | Rolling Stock | Supply of 248 metro cars for Mumbai metro line 3 |
| Italy | Rolling Stock/ Services |
Supply of five additional Pendolino trains and associated maintenance for a period of 30 years |
| Morocco | Rolling stock | Supply of 30 electric Prima locomotives |
| Norway | Signalling | Supply of on-board train control solution for Norwegian railway fleet and maintenance for the period of 25 years |
| Taiwan | Systems | Supply of an integrated metro system to Taipei line 7 |
Alstom received the following major orders during the first half of fiscal year 2018/19:
1 Communication Based Train Control
On 30 September 2018, the Group backlog reached a new record high of €38.1 billion as compared to €35.0 billion last year at the same period under the IFRS 15 standard, providing strong visibility over future sales. The backlog position improved by 11% as compared to September 17 restated IFRS15 level, once adjusted for adverse foreign exchange translation effects. The strong project execution during the first half of the year resulted in an expected decrease of the Systems backlog.
| Geograp hic b reakdown | ||||
|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of |
| 30 September | 30 Septemb er | |||
| (in € million) | 2018 | contrib | 2017(*) | contrib |
| Europe | 16,858 | 44% | 14,239 | 40% |
| Americas | 6,485 | 17% | 5,523 | 16% |
| Asia/Pacific | 5,345 | 14% | 5,268 | 15% |
| Middle East/Africa | 9,425 | 25% | 9,936 | 29% |
| BACKLOG BY DESTINATION | 38,113 | 100% | 34,966 | 100% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
| Product b reakdown | ||||
|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of |
| 30 Sep temb er | 30 Sep temb er | |||
| (in € million) | 2018 | contrib | 2017(*) | contrib |
| Rolling stock | 19,682 | 52% | 17,656 | 50% |
| Services | 11,284 | 29% | 10,161 | 29% |
| Systems | 3,741 | 10% | 4,126 | 12% |
| Signalling | 3,406 | 9% | 3,023 | 9% |
| BACKLOG BY DESTINATION | 38,113 | 100% | 34,966 | 100% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
Alstom's sales for the first half of fiscal year stood at €4.0 billion compared to €3.3 billion during the same period last year under the IFRS 15 standard, thanks to strong project execution especially in Middle East and Africa. The bookto-bill ratio stands at 1.8x for the current period as compared to 0.9x for the same period last year.
| Geograp hic b reakdown | % Variation Sep . 18/ Sep . 17 |
|||||
|---|---|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of | ||
| (in € million) | 30 Sep temb er 2018 |
contrib | 30 Sep temb er 2017(*) |
contrib | Actual | Organic |
| Europe | 1,982 | 50% | 1,710 | 51% | 16% | 16% |
| Americas | 728 | 18% | 663 | 20% | 10% | 15% |
| Asia/Pacific | 450 | 11% | 411 | 12% | 9% | 15% |
| Middle East/Africa | 850 | 21% | 557 | 17% | 53% | 56% |
| SALES BY DESTINATION | 4,010 | 100% | 3,341 | 100% | 20% | 23% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
| Product b reakdown | % Variation Sep . 18/ Sep. 17 |
|||||
|---|---|---|---|---|---|---|
| Actual figures | Half-Year ended | % of | Half-Year ended | % of | ||
| (in € million) | 30 Sep tember 2018 |
contrib | 30 Septemb er 2017(*) |
contrib | Actual | Organic |
| Rolling stock | 1,736 | 43% | 1,415 | 42% | 23% | 23% |
| Services | 749 | 19% | 636 | 20% | 18% | 20% |
| Systems | 888 | 22% | 673 | 20% | 32% | 37% |
| Signalling | 637 | 16% | 617 | 18% | 3% | 9% |
| SALES BY DESTINATION | 4,010 | 100% | 3,341 | 100% | 20% | 23% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
In Europe, Alstom reported sales of €2.0 billion as against €1.7 billion for the first half of fiscal year 2018/19. Sales of the region contributed to 50% of the Group total sales. Sales was driven by execution of Rolling stock contracts for the supply of CoradiaTM Continental regional trains and CoradiaTM Lint Diesel trains in Germany as well as supply of regional trains in Italy. Besides, continued deliveries of EuroduplexTM high-speed trains for the Paris-Bordeaux line and CoradiaTM trains in France generated further sales for the period. The execution of Crossrail infrastructure track as well as performance of overhaul activity on Pendolino trains in United Kingdom further boosted the region performance.
In Americas, Alstom sales stood at €0.7 billion, up 15% on an organic basis contributing to 18% of the total Group's sales compared to the same period last year. The region's sales were driven by execution of Rolling stock contracts primarily light rail vehicles for Ottawa, supply of bogies for Montreal metro in Canada and continued deliveries of Amtrak high-speed trains in the USA. Also, the performance of overhaul activity in the USA contributed to sales for the period. In Latin America, the sales were notably driven by the execution of metro system for Panama Line 2 as well as deliveries of metro cars to Lima line in Peru.
During the first half of fiscal year 2018/19, Asia/Pacific reported sales of €0.4 billion, up 15% on an organic basis. Sales accounted for 11% of the Group's total sales, thanks to execution of Rolling stock contracts namely suburban trains for Melbourne, electric locomotives for India as well as the execution of metro contracts in India. Systems
activity was driven by the execution of infrastructure contract of Dedicated Freight Corridor in India and deliveries of the CitadisTM X05 light rail vehicles to Sydney.
In Middle East/Africa, Alstom's sales amounted to €0.9 billion for the first half of fiscal year 2018/19 contributing to 21% of total sales, up 4 percentage points compared to the same period last year, and with an organic growth of 56%. The strong growth was steered by the execution of major Systems contracts, notably the production of metro cars for Dubai Route 2020 metro in the United Arab Emirates, and Riyadh in Saudi Arabia, together with the delivery of Lusail tramway in Qatar. Besides, the region's performance was impacted by the continued execution of rolling stock contracts, including the production of X'trapolisTM trains for PRASA in South Africa, the deliveries of CoradiaTM trains to Algeria and locomotives to Kazakhstan.
During the first half of fiscal year 2018/19, the research and development gross costs amounted to €147 million i.e. 3.7% of sales, with continued emphasis on sustainable mainlines developments and smart mobility solutions.
| Half-Year ended Half-Year ended | ||
|---|---|---|
| 30 Septemb er | 30 Septemb er | |
| (in € million) | 2018 | 2017(*) |
| R&D Gross costs | (147) | (123) |
| R&D Gross costs (in % of Sales) | 3.7% | 3.7% |
| Funding received | 36 | 24 |
| Net R&D spending | (111) | (99) |
| Development costs capitalised during the period | 27 | 26 |
| Amortisation expense of capitalised development costs | (27) | (29) |
| R&D expenses (in P&L) | (111) | (102) |
| R&D expenses (in % of Sales) | 2.8% | 3.1% |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
The group development strategy continues to support the Avelia™ range very high-speed train of the future. As a milestone, Alstom secured the order for the supply of 100 AveliaTM trains from SNCF in July 2018.
The group further invested in the award-winning Coradia iLint™ regional trains. These trains are hydrogen fuel cellpowered, low noise and are known for zero-emission. Alstom has received an approval for the commercial operation in Germany in July 2018.
In addition, the Group further developed its Citadis™ light rail vehicle product suite, the tramway contract secured by Alstom in Frankfurt, Germany being a concrete confirmation of this effort.
Alstom continued to put emphasis on its vision of smart mobility and sustainable transportation during various events including the Innotrans 2018 Trade Show, European Mobility Exhibition. Also, it has developed several innovative solutions notably:
During the first half of fiscal year 2018/19, the adjusted EBIT reached €285 million with an operational margin at 7.1% as compared to €180 million at 5.4% during first half of last fiscal year. During the period, this exceptional increase in Alstom's operational performance was steered by the revenue growth, stable product mix and efficiencies in operational performance and overhead costs.
Overhead costs have been contained while the revenue grew extensively as compared to same period last year. Selling and Administrative costs reached the level of 6.7%, expressed as a percentage of sales, as compared to 8.2% for the same period last year. This has notably contributed to the adjusted EBIT performance.
Restructuring costs amounted to €(34) million driven by footprint rationalisation and competitiveness initiatives, notably in the United Kingdom. Amortisation of intangible assets and integration costs related to business combinations, such as SSL, GE Signalling and Nomad were reduced to €(7) million. Besides, transaction costs related to the Siemens-Alstom deal amounted to €(36) million during the first half of fiscal year 2018/19. EBIT stood at €219 million as compared to €143 million in the first half of fiscal year 2018/19 as a result of continued strong operational performance over the year.
Net financial expenses decreased to €(46) million during the first half of fiscal year 2018/19 as compared to €(53) million for the same period last year. This is consistent with the decrease in the gross financial debt resulting from the repayment of €272 million bonds having matured over the year. €3 million restatement have been recorded as significant financial component to account for timing difference of cash receipts and revenue recognition under cost to cost method on a project.
The Group recorded an income tax charge of €(12) million for the first half fiscal year 2018/19 corresponding to an effective tax rate of 7% versus €(25) million for the same period last year corresponding to an effective tax rate of 28%. The effective tax rate is lower due to deferred tax assets recognized on previous tax loss carry forwards as well as reversal of tax provisions. Excluding these items, effective tax rate would have reached 26%.
The share in net income from equity investments amounted to €161 million mainly related to the change on put options over the period. Improved performance from Transmashholding (TMH) and Casco Signal Limited also contributed to the increase in the level of share in net income from equity investments over the period.
The Net profit from discontinued operations stood at €245 million including the reassessment of liabilities related to the disposal of activities.
As a result, the Net profit (Group share) stood at €563 million for this first half of fiscal year 2018/19 compared to €177 million during the same period last fiscal year.
| Half-Year ended Half-Year ended | ||
|---|---|---|
| 30 Sep tember | 30 Sep tember | |
| (in € million) | 2018 | 2017(*) |
| Adjusted EBIT | 285 | 180 |
| Depreciation and amortisation | 82 | 75 |
| Restructuring cash-out | (19) | (18) |
| Capital expenditure | (85) | (85) |
| R&D capitalisation | (27) | (26) |
| Change in working capital | (10) | 128 |
| Financial cash-out | (29) | (16) |
| Tax cash-out | (73) | (47) |
| Other | 48 | 36 |
| FREE CASH FLOW | 172 | 227 |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
The Group free cash flow was positive at €172 million for the first half of fiscal year 2018/19 as compared to €227 million during the same period of last fiscal year. Cash generation was positive notably due to good operating profit and a sound level of cash collected. Operating working capital remained overall stable as resources used in the execution of main contracts signed in previous years was compensated by cash collection. Operating working capital during the same period last year was favourably impacted by advance payments on large contracts signed and progress payments from customers.
During the period, Alstom invested €85 million in capital expenditures of tangible assets of which €52 million from strategic capex, notably Madhepura factory, Hornell plant for Amtrak project and Prasa production facilities. These strategic projects represent an additional €300 million capex over three years. Up to the first half of fiscal year 2018/19 the transformation capex accounted for €212 million of which €52 million spent this semester. Additionally, Alstom has continued to invest in its facilities, tools and plans around the work for a total spend of €33 million during this semester.
On 30 September 2018, the Group recorded a net debt level of €280 million, compared to the net debt position of €255 million on 31 March 2018. Alstom's net debt slightly increased over the period, as free cash flow generated by operations was offset by €84 million dividends paid including non-controlling interests and €136 million acquisitions and disposals. The Group's acquisitions and disposals in the period include notably Alstom's share increase in the TMH Locotech investment for €115 million.
In addition to its available cash and cash equivalents, amounting to €1,397 million as of 30 September 2018, the Group can access a €400 million revolving credit facility, maturing in June 2022 which is fully undrawn at September 2018. This resulted into a liquidity position as of September 2018 of €1,797 million.
The increase in Equity on 30 September 2018 to €4,021 million (including non-controlling interests) from €3,479 million on 31 March 2018 was 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 through the use of 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.
The book-to-bill ratio is the ratio of orders received to the amount of sales traded for a specific period.
When Alstom's new organisation was implemented, adjusted EBIT ("aEBIT") became 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.
Adjusted EBIT corresponds to Earning Before Interests, Tax and Net result from Equity Method Investments adjusted with 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 in 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) | 2018 | 2017(*) |
| Adjusted Earnings Before Interest and Taxes (aEBIT) | 285 | 180 |
| aEBIT (in % of Sales) | 7.1% | 5.4% |
| Restructuring costs | (34) | (19) |
| PPA amortisation and Integration costs | (7) | (12) |
| Siemens deal costs | (36) | (4) |
| Others and asset impairement | 11 | (2) |
| EARNING BEFORE INTEREST AND TAXES (EBIT) | 219 | 143 |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
Free cash flow is defined as net cash provided by operating activities less capital expenditures including capitalised development costs, net of proceeds from disposals of tangible and intangible assets. In particular, free cash flow does not include the proceeds from disposals of activity.
The most directly comparable financial measure to free cash flow calculated and presented in accordance with IFRS is net cash provided by operating activities.
A reconciliation of free cash flow and net cash provided by operating activities is presented below:
| Half-Year ended Half-Year en ded | ||
|---|---|---|
| (in € million) | 30 Septemb er 2018 |
30 Septemb er 2017(*) |
| Net cash provided b y / (used in) op erating activities | 282 | 337 |
| Capital expenditure (including capitalised R&D costs) | (111) | (112) |
| Proceeds from disposals of tangible and intangible assets | 1 | 1 |
| FREE CASH FLOW | 172 | 227 |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
Alstom uses the free cash flow both for internal analysis purposes as well as for external communication as the Group believes it provides accurate insight regarding the actual amount of cash generated or used by operations.
During the first half of fiscal year 2018/19, the Group's free cash flow was positive at €172 million compared to €227 million during the same period of the previous year.
Capital employed corresponds to hereafter-defined assets minus liabilities.
At the end of September 2018, capital employed stood at €1,892 million, compared to €1,544 million at the end of March 2018. This movement was mainly driven by the net decrease of the liability position of the Group working capital and by the positive net income from equity investments as of 30 September 2018.
| Half-Year ended | Year ended | |
|---|---|---|
| (in € million) | 30 Septemb er 2018 |
31 March 2018* |
| Non current assets | 3,974 | 3,857 |
| less deferred tax assets | (290) | (297) |
| less non-current assets directly associated to financial debt | (202) | (213) |
| less prepaid pension benefits | - | - |
| Capital employed - non current assets (A) | 3,482 | 3,347 |
| Current assets | 7,086 | 6,918 |
| less cash & cash equivalents | (1,397) | (1,231) |
| less other current financial assets | (6) | (8) |
| Capital employed - current assets (B) | 5,683 | 5,679 |
| Current liabilities | 7,680 | 7,495 |
| less current financial debt | (709) | (543) |
| plus non current provisions | 302 | 530 |
| Capital employed - liabilities (C) | 7,273 | 7,482 |
| CAPITAL EMPLOYED (A)+(B)-(C) | 1,892 | 1,544 |
(*) Previous year figures have been restated in accordance with the IFRS 9 and IFRS 15 standard
The net cash/(debt) is defined as cash and cash equivalents, other current financial assets and non-current financial assets directly associated to liabilities included in financial debt, less financial debt.
On 30 September 2018, the Group recorded a net debt level of €280 million, compared to the net debt position of €255 million on 31 March 2018.
| Half-Year ended | Year ended | |
|---|---|---|
| (in € million) | 30 Sep temb er 2018 |
31 March 2018 |
| Cash and cash equivalents | 1,397 | 1,231 |
| Other current financial assets | 6 | 8 |
| Financial non-current assets directly associated to financial debt |
202 | 213 |
| less: | ||
| Current financial debt | 709 | 543 |
| Non current financial debt | 1,176 | 1,164 |
| NET CASH/(DEBT) AT THE END OF THE PERIOD | (280) | (255) |
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.
The following tabs present the disclosure of major KPI's after the application of the IFRS 9 and IFRS 15 accounting standards.
| Year ended At 31 March 2018 |
|
|---|---|
| (in € million) | IFRS15 |
| Orders Received | 7,183 |
| Orders Backlog | 35,274 |
| Sales | 7,346 |
| aEBIT | 397 |
| aEBIT % | 5.4% |
| EBIT | 264 |
| Net Profit - Group share | 365 |
| Free Cash Flow | 128 |
| Capital Employed | 1,544 |
| Net Cash/(Debt) | (255) |
| Equity | 3,479 |
| Geograp hic breakdown |
At 31 March 2018 | |
|---|---|---|
| Actual figures | % of | |
| (in € million) | IFRS 15 | contrib |
| Europe | 3,507 | 48% |
| Americas | 1,628 | 23% |
| Asia/Pacific | 980 | 14% |
| Middle East/Africa | 1,068 | 15% |
| ORDERS BY DESTINATION | 7,183 | 100% |
| Product breakdown |
At 31 March 2018 | |
|---|---|---|
| Actual figures (in € million) |
IFRS 15 | % of contrib |
| Rolling stock | 3,189 | 45% |
| Services | 2,180 | 30% |
| Systems | 523 | 7% |
| Signalling | 1,291 | 18% |
| ORDERS BY DESTINATION | 7,183 | 100% |
| Geograp hic | Year Ended | |
|---|---|---|
| b reakdown | 31 March 2018 | |
| Actual figures | IFRS 15 | % of |
| (in € million) | contrib | |
| Europe | 14,361 | 41% |
| Americas | 5,211 | 15% |
| Asia/Pacific | 5,017 | 14% |
| Middle East/Africa | 10,685 | 30% |
| BACKLOG BY DESTINATION | 35,274 | 100% |
| Product b reakdown |
Year Ended 31 March 2018 |
|
|---|---|---|
| Actual figures (in € million) |
IFRS 15 | % of contrib |
| Rolling stock | 18,068 | 51% |
| Services | 10,651 | 30% |
| Systems | 3,302 | 10% |
| Signalling | 3,253 | 9% |
| BACKLOG BY DESTINATION | 35,274 | 100% |
| Geograp hic b reakdown |
Year Ended 31 March 2018 |
|
|---|---|---|
| Actual figures | IFRS 15 | % of |
| (in € million) | contrib | |
| Europe | 3,749 | 51% |
| Americas | 1,333 | 18% |
| Asia/Pacific | 900 | 12% |
| Middle East/Africa | 1,364 | 19% |
| SALES BY DESTINATION | 7,346 | 100% |
| Product b reakdown |
Year Ended 31 March 2018 |
|
|---|---|---|
| Actual figures | IFRS 15 | % of |
| (in € million) | contrib | |
| Rolling stock | 3,150 | 43% |
| Services | 1,354 | 18% |
| Systems | 1,527 | 21% |
| Signalling | 1,315 | 18% |
| SALES BY DESTINATION | 7,346 | 100% |
| Year ended 31 March 2018 |
|
|---|---|
| (in € million) | IFRS15 |
| R&D Gross costs | (345) |
| R&D Gross costs (in % of Sales) | 4.7% |
| Funding received | 58 |
| Net R&D spending | (287) |
| Development costs capitalised during the period | 92 |
| Amortisation expense of capitalised development costs | (57) |
| R&D expenses (in P&L) | (252) |
| R&D expenses (in % of Sales) | 3.4% |
| Year ended | |
|---|---|
| At 31 March | |
| (in € million) | 2018 |
| Adjusted Earnings Before Interest and Taxes (aEBIT) | 397 |
| aEBIT (in % of Sales) | 5.4% |
| Restructuring costs | (47) |
| PPA amortisation and Integration costs | (25) |
| Capital gains/losses on disposal of business | 3 |
| Others and asset impairement | (64) |
| EARNING BEFORE INTEREST AND TAXES (EBIT) | 264 |
| Year ended 31 March 2018 |
|
|---|---|
| (in € million) | IFRS15 |
| Adjusted EBIT | 397 |
| Depreciation and amortisation | 144 |
| Restructuring cash-out | (37) |
| Capital expenditure | (203) |
| R&D capitalisation | (90) |
| Change in working capital | 64 |
| Financial cash-out | (66) |
| Tax cash-out | (93) |
| Other | 12 |
| FREE CASH FLOW | 128 |
| Year ended 31 March 2018 |
|
|---|---|
| (in € million) | IFRS15 |
| Cash and cash equivalents | 1,231 |
| Other current financial assets | 8 |
| Financial non-current assets | 213 |
| directly associated to financial debt | |
| less: | |
| Current financial debt | 543 |
| Non current financial debt | 1,164 |
| NET CASH/(DEBT) AT THE END OF THE PERIOD | (255) |
Condensed interim consolidated financial statements,
As of 30 September 2018
| Half-year ended | ||||
|---|---|---|---|---|
| (in € million) | Note | 30 September 2018 | 30 September 2017 (*) | |
| Sales | (4) | 4,010 | 3,341 | |
| Cost of sales | (3,345) | (2,785) | ||
| Research and development expenses | (5) | (111) | (102) | |
| Selling expenses | (100) | (99) | ||
| Administrative expenses | (169) | (175) | ||
| Other income/(expense) | (6) | (66) | (37) | |
| Earnings Before Interests and Taxes | 219 | 143 | ||
| Financial income | (7) | 3 | 4 | |
| Financial expense | (7) | (49) | (57) | |
| Pre-tax income | 173 | 90 | ||
| Income Tax Charge | (8) | (12) | (25) | |
| Share in net income of equity-accounted investments | (13) | 161 | 110 | |
| Net profit from continuing operations | 322 | 175 | ||
| Net profit from discontinued operations | (9) | 245 | 8 | |
| NET PROFIT | 567 | 183 | ||
| Net profit attributable to equity holders of the parent | 563 | 177 | ||
| Net profit attributable to non controlling interests | 4 | 6 | ||
| Net profit from continuing operations attributable to: | ||||
| • Equity holders of the parent | 318 | 169 | ||
| • Non controlling interests | 4 | 6 | ||
| Net profit from discontinued operations attributable to: | ||||
| • Equity holders of the parent | 245 | 8 | ||
| • Non controlling interests | - | - | ||
| Earnings per share (in €) | ||||
| • Basic earnings per share | (10) | 2,53 | 0,80 | |
| • Diluted earnings per share | (10) | 2,50 | 0,79 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| Half-year ended | |||||
|---|---|---|---|---|---|
| (in € million) | Note | 30 September 2018 | 30 September 2017 (*) | ||
| Net profit recognised in income statement | 567 | 183 | |||
| Remeasurement of post-employment benefits obligations | (22) | 20 | 37 | ||
| Equity investments at FVOCI | 58 | (4) | |||
| Income tax relating to items that will not be reclassified to profit or loss | (3) | - | |||
| Items that will not be reclassified to profit or loss | 75 | 33 | |||
| of which from equity-accounted investments | 60 | - | |||
| Fair value adjustments on cash flow hedge derivatives | - | 4 | |||
| Costs of hedging reserve | (2) | 3 | |||
| Currency translation adjustments (**) | (16) | (32) | (151) | ||
| Income tax relating to items that may be reclassified to profit or loss | - | - | |||
| Items that may be reclassified to profit or loss | (34) | (144) | |||
| of which from equity-accounted investments | (21) | (34) | |||
| TOTAL COMPREHENSIVE INCOME | 608 | 72 | |||
| Attributable to: | |||||
| • Equity holders of the parent | 608 | 70 | |||
| • Non controlling interests | - | 2 | |||
| Total comprehensive income attributable to equity shareholders arises from : | |||||
| • Continuing operations | 363 | 62 | |||
| • Discontinued operations | 245 | 8 | |||
| Total comprehensive income attributable to minority equity arises from : | |||||
| • Continuing operations | - | 2 | |||
| • Discontinued operations | - | - |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
(**) Currency translation adjustments on actuarial gains and losses are not significant at 30 September 2018 (€5 million at 30 September 2017).
| Assets | |||
|---|---|---|---|
| (in € million) | Note | At 30 Sep temb er 2018 | At 31 March 2018 (*) |
| Goodwill | (11) | 1,450 | 1,422 |
| Intangible assets | (11) | 425 | 416 |
| Property, plant and equipment | (12) | 864 | 854 |
| Investments in joint-venture and associates | (13) | 613 | 533 |
| Non consolidated investments | 57 | 58 | |
| Other non-current assets | (14) | 275 | 277 |
| Deferred Tax | 290 | 297 | |
| Total non-current assets | 3,974 | 3,857 | |
| Inventories | (15) | 1,435 | 1,348 |
| Cost to fulfill a contract | (15) | 21 | 30 |
| Contract assets | (15) | 1,289 | 1,201 |
| Trade receivables | 1,763 | 1,772 | |
| Other current operating assets | (15) | 1,175 | 1,328 |
| Other current financial assets | (18) | 6 | 8 |
| Cash and cash equivalents | (19) | 1,397 | 1,231 |
| Total current assets | 7,086 | 6,918 | |
| Assets held for sale | (9) | 2,602 | 2,390 |
| TOTAL ASSETS | 13,662 | 13,165 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| Equity and liab ilities | |||
|---|---|---|---|
| (in € million) | Note | At 30 Sep temb er 2018 | At 31 March 2018 (*) |
| Equity attributable to the equity holders of the parent | (16) | 3,965 | 3,419 |
| Non controlling interests | 56 | 60 | |
| Total equity | 4,021 | 3,479 | |
| Non current provisions | (15) | 302 | 530 |
| Accrued pensions and other employee benefits | (22) | 454 | 468 |
| Non-current borrowings | (20) | 976 | 952 |
| Non-current obligations under finance leases | (20) | 200 | 212 |
| Deferred Tax | 23 | 22 | |
| Total non-current liab ilities | 1,955 | 2,184 | |
| Current provisions | (15) | 883 | 862 |
| Current borrowings | (20) | 691 | 525 |
| Current obligations under finance leases | (20) | 18 | 18 |
| Contract liabilities | (15) | 2,900 | 3,003 |
| Trade payables | 1,648 | 1,346 | |
| Other current liabilities | (15) | 1,540 | 1,741 |
| Total current liab ilities | 7,680 | 7,495 | |
| Liabilities related to assets held for sale | (9) | 6 | 7 |
| TOTAL EQUITY AND LIABILITIES | 13,662 | 13,165 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| Half-year ended | ||||
|---|---|---|---|---|
| (in € million) | Note | 30 Sep tember 2018 | 30 Septemb er 2017 (*) | |
| Net p rofit | 567 | 183 | ||
| Depreciation, amortisation and impairment | (11)/(12) | 89 | 83 | |
| Expense arising from share-based payments | 11 | 9 | ||
| Cost of net financial debt and costs of foreign exchange hedging, net of interest paid and received | ||||
| (a) , and other change in provisions | 11 | 31 | ||
| Post-employment and other long-term defined employee benefits | 7 | 12 | ||
| Net (gains)/losses on disposal of assets | 1 | 1 | ||
| Share of net income (loss) of equity-accounted investments (net of dividends received) | (13) | (130) | (92) | |
| Deferred taxes charged to income statement | 10 | (15) | ||
| Net cash provided b y operating activities - before changes in workin g capital | 566 | 212 | ||
| Changes in working capital resultin g from operating activities (b) | (15) | (284) | 125 | |
| Net cash provided b y/(used in) operating activities | 282 | 337 | ||
| Of which operating flows provided / (used) by discontinued operations | - | - | ||
| Proceeds from disposals of tangible and intangible assets | 1 | 1 | ||
| Capital expenditure (including capitalised R&D costs) | (111) | (112) | ||
| Increase/(decrease) in other non-current assets | (14) | 2 | 11 | |
| Acquisitions of businesses, net of cash acquired | (2) | (124) | - | |
| Disposals of businesses, net of cash sold | (13) | (52) | ||
| Net cash provided b y/(used in) investing activities | (245) | (152) | ||
| Of which investing flows provided / (used) by discontinued operations | (10) | (52) | ||
| Capital increase/(decrease) including non controlling interests | 5 | 30 | ||
| Dividends paid including payments to non controlling interests | (84) | (56) | ||
| Changes in current and non-current borrowings | (20) | 204 | (10) | |
| Changes in obligations under finance leases | (20) | (9) | (14) | |
| Changes in other current financial assets and liabilities | (9) | (5) | ||
| Net cash provided b y/(used in) finan cing activities | 107 | (55) | ||
| Of which financing flows provided / (used) by discontinued operations | - | - | ||
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 144 | 130 | ||
| Cash and cash equivalents at the beginning of the period | 1,231 | 1,563 | ||
| Net effect of exchange rate variations | 25 | (50) | ||
| Transfer to assets held for sale | (3) | - | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | (19) | 1,397 | 1,643 | |
| (a) Net of interests paid & received | (20) | (14) | (15) | |
| (b) Income tax paid | (73) | (46) |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| Half-year ended | ||
|---|---|---|
| (in € million) | 30 Sep tember 2018 | 30 September 2017 |
| Net cash/(debt) variation analysis (*) | ||
| Changes in cash and cash equivalents | 144 | 130 |
| Changes in other current financial assets and liabilities | 9 | 5 |
| Changes in current and non-current borrowings | (204) | 10 |
| Changes in obligations under finance leases | 9 | 14 |
| Transfer to assets held for sale | (3) | - |
| Net debt of acquired/disposed entities at acquisition/disposal date and other variations | 20 | (52) |
| Decrease/(increase) in net debt | (25) | 107 |
| Net cash(deb t) at th e b eginin g of the period | (255) | (208) |
| NET CASH/(DEBT) AT THE END OF THE PERIOD | (280) | (101) |
(*) The net cash/(debt) is defined as cash and cash equivalents, other current financial assets and non-current financial assets directly associated to liabilities included in financial debt (see Note 14), less financial debt (see Note 20).
| Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| attrib utab le | ||||||||||
| Numb er of | Additional | Actuarial | Currency | to the equity | ||||||
| outstanding | p aid-in | Retained | gains and | Cash-flow | translation | holders of the | Non controlling | Total | ||
| (in € million, except for number of shares) | shares | Cap ital | cap ital | earnings | losses | hedge | adjustment | parent | interests | equity |
| At 31 March 2017 (as p ub lished) | 219,711,830 | 1,538 | 890 | 1,906 | (322) | 1 | (352) | 3,661 | 52 | 3,713 |
| IFRS 9 & 15 restatement | - | - | - | (488) | - | - | 20 | (468) | (1) | (469) |
| At 31 March 2017 (restated) | 219,711,830 | 1,538 | 890 | 1,418 | (322) | 1 | (332) | 3,193 | 51 | 3,244 |
| Movements in other comprehensive income | - | - | - | 3 | 38 | 3 | (151) | (107) | (5) | (112) |
| Net income for the period | - | - | - | 177 | - | - | - | 177 | 6 | 183 |
| Total comp rehensive income | - | - | - | 180 | 38 | 3 | (151) | 70 | 1 | 71 |
| Change in controlling interests and others | - | - | - | - | - | - | - | - | 11 | 11 |
| Dividends paid | - | - | - | (55) | - | - | - | (55) | (4) | (59) |
| Issue of ordinary shares under long term incentive plans | - | - | - | - | - | - | - | - | - | - |
| Recognition of equity settled share-based payments | 810,445 | 6 | 14 | 9 | - | - | - | 29 | - | 29 |
| At 30 Sep temb er 2017 (*) | 220,522,275 | 1,544 | 904 | 1,552 | (284) | 4 | (483) | 3,237 | 59 | 3,296 |
| Movements in other comprehensive income | - | - | - | 8 | 21 | 3 | (64) | (32) | 1 | (31) |
| Net income for the period | - | - | - | 188 | - | - | - | 188 | 3 | 191 |
| Total comp rehensive income | - | - | - | 196 | 21 | 3 | (64) | 156 | 4 | 160 |
| Change in controlling interests and others | - | - | - | 2 | - | - | (2) | - | - | - |
| Dividends paid | - | - | - | - | - | - | - | - | (3) | (3) |
| Issue of ordinary shares under long term incentive plans | 1,020,164 | 7 | - | (7) | - | - | - | - | - | - |
| Recognition of equity settled share-based payments | 668,032 | 4 | 13 | 9 | - | - | - | 26 | - | 26 |
| At 31 March 2018 (*) | 222,210,471 | 1,555 | 917 | 1,752 | (263) | 7 | (549) | 3,419 | 60 | 3,479 |
| Movements in other comprehensive income | - | - | - | 57 | 16 | - | (28) | 45 | (4) | 41 |
| Net income for the period | - | - | - | 563 | - | - | - | 563 | 4 | 567 |
| Total comp rehensive income | - | - | - | 620 | 16 | - | (28) | 608 | - | 608 |
| Change in controlling interests and others | - | - | - | - | - | - | - | - | - | - |
| Dividends paid | - | - | - | (78) | - | - | - | (78) | (4) | (82) |
| Issue of ordinary shares under long term incentive plans | 638,610 | 5 | - | - | - | - | - | 5 | - | 5 |
| Recognition of equity settled share-based payments | 209,287 | 1 | 4 | 6 | - | - | - | 11 | - | 11 |
| At 30 Sep temb er 2018 (*) | 223,058,368 | 1,561 | 921 | 2,300 | (247) | 7 | (577) | 3,965 | 56 | 4,021 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| A. | MAJOR EVENTS AND CHANGES IN SCOPE OF CONSOLIDATION | 33 |
|---|---|---|
| Note 1. | Combination of Siemens and Alstom's mobility businesses | 33 |
| Note 2. | Changes in consolidation scope | 34 |
| B. | ACCOUNTING POLICIES AND USE OF ESTIMATES | 34 |
| Note 3. | Accounting policies | 34 |
| C. | SEGMENT INFORMATION | 44 |
| Note 4. | Segment information | 44 |
| D. | OTHER INCOME STATEMENT | 45 |
| Note 5. | Research and development expenditure | 45 |
| Note 6. | Other income and expense | 45 |
| Note 7. | Financial income (expense) | 46 |
| Note 8. | Taxation | 46 |
| Note 9. | Financial statements of discontinued operations and assets held for sale | 46 |
| Note 10. | Earnings per share | 47 |
| E. | NON-CURRENT ASSETS | 47 |
| Note 11. | Goodwill and intangible assets | 47 |
| Note 12. | Property, plant and equipment | 48 |
| Note 13. | Investments in Joint Ventures and Associates | 49 |
| Note 14. | Other non-current assets | 51 |
| F. | WORKING CAPITAL | 52 |
| Note 15. | Working Capital | 52 |
| G. | EQUITY AND DIVIDENDS | 54 |
| Note 16. | Equity | 54 |
| Note 17. | Distribution of dividends | 54 |
| H. | FINANCING AND FINANCIAL RISK MANAGEMENT | 55 |
| Note 18. | Other current financial assets | 55 |
| Note 19. | Cash and cash equivalents | 55 |
| Note 20. | Financial debt | 55 |
| Note 21. | Financial instruments and financial risk management | 56 |
| I. | POST-EMPLOYMENT AND OTHER LONG-TERM DEFINED EMPLOYEE BENEFITS | 57 |
| Note 22. | Post-employment and other long-term defined employee benefits | 57 |
| J. | CONTINGENT LIABILITIES AND DISPUTES | 58 |
| Note 23. | Disputes | 58 |
| K. | OTHER NOTES | 63 |
| Note 24. | Related parties | 63 |
| Note 25. | Lease obligation | 63 |
| Note 26. | Subsequent events | 63 |
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 13 November 2018.
The proposed combination of Alstom with Siemens Mobility, including its rail traction drive business, has reached significant milestones in the past months.
On 17 July 2018, Alstom shareholders approved the proposed combination of Alstom with Siemens Mobility.
As part of the combination, Alstom existing shareholders at the close of the business day preceding the completion date of the transaction, will receive two exceptional distributions: a control premium of €4 per share (Distribution A) and an extraordinary distribution of up to €4 per share subject to certain adjustments (Distribution B). Payment of both distributions shall be made on the 8th business day following the date of closing of this transaction.
On 8 June, Alstom and Siemens jointly filed the application for merger control clearance with the European Commission and on 13 July, Alstom and Siemens took note of the European Commission's initiation of a Phase 2 review of the proposed combination of Siemens' Mobility business with Alstom. On 29 October, Alstom and Siemens received a Statement of Objections from the European Commission as part of the Phase 2 examination of the proposed combination. The Statement of Objections formalises the Commission's assessment of this transaction at this stage and gives Alstom and Siemens the opportunity to access the case file and respond to the Commission. It does not prejudge of the final decision of the European Commission. Alstom and Siemens continue to work constructively with the European Commission to explain the rationale and the benefits of the proposed combination.
The transaction is subject to approval by relevant anti-trust authorities and closing is expected in the first half of 2019.
In June 2018, TMH and Locotech Services agreed to combine under a new holding TMH Limited.
Following the transaction, the contribution of Alstom has been diluted. In the meantime, additional shares of TMH Limited have been bought by the Group from the other shareholders to increase its ownership up to 20% for €115 million. The Group retains a significant influence. The financial impacts of this operation, and notably the dilutive effect, will be booked over the second semester (Note 13).
In April 2018, Alstom completed the 100% acquisition of 21net, expert in on-board internet and passenger infotainment for the railway industry. The company is headquartered in the UK with subsidiaries in Belgium, France, Italy and India. 50 people are employed and its turnover represented around €16 million for the year ended 31 December 2017.
The allocation of the price and the determination of the goodwill will be finalized within twelve months from the date of acquisition.
Alstom ("the Group") condensed interim consolidated financial statements for the half-year ended 30 September 2018 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 2018, 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 2018.
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 2018 and described in Note 2 to the consolidated financial statements for the year ended 31 March 2018, except:
On 22 September 2016, European Union endorsed IFRS15 Revenue from Contracts with Customers (issued by IASB on 28 May 2014), which supersedes IAS11 on Construction Contracts, IAS18 on Revenue for the sale of goods and the rendering of services, as well as other related interpretations. The new standard has become effective for Alstom for fiscal year beginning on 1 April 2018.
Alstom has elected to apply the full retrospective method. Accordingly, opening equity at 1 April 2017 has been restated. To reflect the impact of applying IFRS15, the interim 2018/2019 consolidated financial statements include restated comparative data for fiscal year 2017/2018 as well as for the period ended at 30 September 2017.
Alstom achieved several qualitative and quantitative conclusions:
Under IFRS15, the percentage of completion method retained is the cost to cost method: revenue is now recognized for each performance obligation based on the percentage of costs incurred to date divided by the total costs expected at completion. For each contract, depending on the stage of completion and the milestones reached compared to the costs incurred to date, this change in method impacts the phasing in the recognition of revenue and margin from one period to another. The analysis performed on the current portfolio of contracts has reduced equity at the opening date of 1 April 2017 by €201 million (€258 million at 31 March 2018).
The impact of applying IFRS15 resulted in a reduction of equity of, respectively €469 million at 1 April 2017 and €548 million at 31 March 2018;
These changes have an impact on the timing of revenues and margins and resulted in a reduction of equity at the date of restatement as well as at 31 March 2018, but the new standard does not affect the cash position of the contracts and has no impact on the economy of the contracts at completion.
Besides, changes to the balance sheet presentation occurred due to IFRS15 implementation.
The main changes in the balance sheet presentation can be summurized in the following way:
On the contrary, when progress billings are in excess of revenue recognized to date, the net amount is accounted for as deferred income and aggregated with the related advance payments received from customers under the caption "contract liabilities".
For other costs incurred in fulfilling a contract that are not within the scope of the standards stated above, those costs should be accounted for under a new caption called "costs to fulfil a contract" when eligible for capitalization. Therefore, related amounts in construction contracts in progress have been reclassified accordingly.
Less sales recognized during the year
Plus/Less adjustments on transaction price (including cancellations of orders, changes in scope of consolidation, contract price adjustments, foreign currency translation effects…)
The change in percentage of completion method from milestones to cost to cost, as well as the deferral of revenue at a later point in time for price escalation estimates and contract amendments, resulted in a new valuation of the order backlog to approximatively €36.9 billion at 1 April 2017, €35.3 billion at 31 March 2018 and €38.1 billion at 30 September 2018.
IFRS9 Financial Instruments introduces a single approach to classification and measurement of financial instruments based on the characteristics of the financial instruments and on the Group's management intention. The standard includes also a revised guidance on impairment on financial assets as well as new general hedge accounting requirements.
This new standard becomes effective for Alstom for fiscal year starting 1 April 2018. The review and analysis of this standard has not concluded to any material impact on its consolidated financial statements.
Nevertheless, two options have been elected:
Finally, the new standard modifies the recognition of the credit risk related to financial assets and especially trade receivables, moving from the incurred loss approach to an expected loss approach. Nevertheless, from the Group perspective, the application of IFRS9 impairment requirements resulted in no material impact over the impairment already accounted for under IAS39. Indeed, impairment losses continue to be determined considering the risk of nonrecovery on a case-by-case basis.
The following tabs present the impact of changes related to the application of the new accounting standards, IFRS15 and IFRS9 as described above:
At 30 September 2017
| Half-Year ended | Restatement | Half-Year ended | |
|---|---|---|---|
| (in € million) | 30 Sept 2017 published | IFRS 9 & 15 | 30 Sept 2017 restated |
| Sales | 3,756 | (415) | 3,341 |
| Cost of sales | (3,171) | 386 | (2,785) |
| Research and development expenses | (80) | (22) | (102) |
| Selling expenses | (99) | - | (99) |
| Administrative expenses | (175) | - | (175) |
| Other income/(expense) | (37) | - | (37) |
| Earnings Before Interests and Taxes | 194 | (51) | 143 |
| Financial income | 2 | 2 | 4 |
| Financial expense | (53) | (4) | (57) |
| Pre-tax income | 143 | (53) | 90 |
| Income Tax Charge | (40) | 15 | (25) |
| Share in net income of equity-accounted investments | 110 | - | 110 |
| Net profit from continuing operations | 213 | (38) | 175 |
| Net profit from discontinued operations | 8 | - | 8 |
| NET PROFIT | 221 | (38) | 183 |
| Net profit attributable to equity holders of the parent | 213 | (36) | 177 |
| Net profit attributable to non controlling interests | 8 | (2) | 6 |
| Net profit from continuing operations attributable to: | - | - | - |
| • Equity holders of the parent | 205 | (36) | 169 |
| • Non controlling interests | 8 | (2) | 6 |
| Net profit from discontinued operations attributable to: | - | - | - |
| • Equity holders of the parent | 8 | - | 8 |
| • Non controlling interests | - | - | - |
| Year ended | Restatement | Year ended | |
|---|---|---|---|
| (in € million) | 31 March 2018 published | IFRS 9 & 15 | 31 March 2018 restated |
| Sales | 7,951 | (605) | 7,346 |
| Cost of sales | (6,686) | 559 | (6,127) |
| Research and development expenses | (188) | (64) | (252) |
| Selling expenses | (204) | (7) | (211) |
| Administrative expenses | (359) | - | (359) |
| Other income/(expense) | (133) | - | (133) |
| Earnings Before Interests and Taxes | 381 | (117) | 264 |
| Financial income | 7 | 3 | 10 |
| Financial expense | (98) | (11) | (109) |
| Pre-tax income | 290 | (125) | 165 |
| Income Tax Charge | (73) | 14 | (59) |
| Share in net income of equity-accounted investments | 216 | - | 216 |
| Net profit from continuing operations | 433 | (111) | 322 |
| Net profit from discontinued operations | 52 | - | 52 |
| NET PROFIT | 485 | (111) | 374 |
| Net profit attributable to equity holders of the parent | 475 | (110) | 365 |
| Net profit attributable to non controlling interests | 10 | (1) | 9 |
| Net profit from continuing operations attributable to: | |||
| • Equity holders of the parent | 423 | (110) | 313 |
| • Non controlling interests | 10 | (1) | 9 |
| Net profit from discontinued operations attributable to: | |||
| • Equity holders of the parent | 52 | - | 52 |
| • Non controlling interests | - | - | - |
| At 31 March 2017 | Restatement | At 31 March 2017 | |
|---|---|---|---|
| (in € million) | published | IFRS 9 & 15 | restated |
| Goodwill | 1,513 | - | 1,513 |
| Intangible assets | 395 | 3 | 398 |
| Property, plant and equipment | 749 | 33 | 782 |
| Investments in joint-venture and associates | 2,755 | - | 2,755 |
| Non consolidated investments | 55 | - | 55 |
| Other non-current assets | 316 | - | 316 |
| Deferred Tax | 189 | 60 | 249 |
| Total non-current assets | 5,972 | 96 | 6,068 |
| Inventories | 916 | 372 | 1,288 |
| Construction contracts in progress, assets | 2,834 | (2,834) | - |
| Cost to fulfill a contract | - | 20 | 20 |
| Contract assets | - | 1,151 | 1,151 |
| Trade receivables | 1,693 | 249 | 1,942 |
| Other current operating assets | 1,365 | 27 | 1,392 |
| Other current financial assets | 8 | - | 8 |
| Cash and cash equivalents | 1,563 | - | 1,563 |
| Total current assets | 8,379 | (1,015) | 7,364 |
| Assets held for sale | 10 | - | 10 |
| TOTAL ASSETS | 14,361 | (919) | 13,442 |
| At 31 March 2017 | Restatement | At 31 March 2017 | |
|---|---|---|---|
| (in € million) | published | IFRS 9 & 15 | restated |
| Equity attributable to the equity holders of the parent | 3,661 | (468) | 3,193 |
| Non controlling interests | 52 | (1) | 51 |
| Total equity | 3,713 | (469) | 3,244 |
| Non current provisions | 614 | - | 614 |
| Accrued pensions and other employee benefits | 526 | - | 526 |
| Non-current borrowings | 1,362 | - | 1,362 |
| Non-current obligations under finance leases | 233 | - | 233 |
| Deferred Tax | 23 | - | 23 |
| Total non-current liab ilities | 2,758 | - | 2,758 |
| Current provisions | 250 | 582 | 832 |
| Current borrowings | 416 | - | 416 |
| Current obligations under finance leases | 28 | - | 28 |
| Construction contract in progress, Liabilities | 4,486 | (4,486) | - |
| Contract liabilities | - | 3,166 | 3,166 |
| Trade payables | 1,029 | - | 1,029 |
| Other current liabilities | 1,674 | 288 | 1,962 |
| Total current liab ilities | 7,883 | (450) | 7,433 |
| Liabilities related to assets held for sale | 7 | - | 7 |
| TOTAL EQUITY AND LIABILITIES | 14,361 | (919) | 13,442 |
| Assets | ||||
|---|---|---|---|---|
| At 31 March 2018 | Restatement | At 31 March 2018 | ||
| (in € million) | published | IFRS 9 & 15 | restated | |
| Goodwill | 1,422 | - | 1,422 | |
| Intangible assets | 410 | 6 | 416 | |
| Property, plant and equipment | 831 | 23 | 854 | |
| Investments in joint-venture and associates | 533 | - | 533 | |
| Non consolidated investments | 58 | - | 58 | |
| Other non-current assets | 277 | - | 277 | |
| Deferred Tax | 224 | 73 | 297 | |
| Total non-current assets | 3,755 | 102 | 3,857 | |
| Inventories | 1,146 | 202 | 1,348 | |
| Construction contracts in progress, assets | 2,675 | (2,675) | - | |
| Cost to fulfill a contract | - | 30 | 30 | |
| Contract assets | - | 1,201 | 1,201 | |
| Trade receivables | 1,589 | 183 | 1,772 | |
| Other current operating assets | 1,328 | - | 1,328 | |
| Other current financial assets | 8 | - | 8 | |
| Cash and cash equivalents | 1,231 | - | 1,231 | |
| Total current assets | 7,977 | (1,059) | 6,918 | |
| Assets held for sale | 2,390 | - | 2,390 | |
| TOTAL ASSETS | 14,122 | (957) | 13,165 |
| Equity and liabilities | |||
|---|---|---|---|
| At 31 March 2018 | Restatement | At 31 March 2018 | |
| (in € million) | published | IFRS 9 & 15 | restated |
| Equity attributable to the equity holders of the parent | 3,966 | (547) | 3,419 |
| Non controlling interests | 61 | (1) | 60 |
| Total equity | 4,027 | (548) | 3,479 |
| Non current provisions | 530 | - | 530 |
| Accrued pensions and other employee benefits | 468 | - | 468 |
| Non-current borrowings | 952 | - | 952 |
| Non-current obligations under finance leases | 212 | - | 212 |
| Deferred Tax | 22 | - | 22 |
| Total non-current liab ilities | 2,184 | - | 2,184 |
| Current provisions | 313 | 549 | 862 |
| Current borrowings | 525 | - | 525 |
| Current obligations under finance leases | 18 | - | 18 |
| Construction contract in progress, Liabilities | 4,147 | (4,147) | - |
| Contract liabilities | - | 3,003 | 3,003 |
| Trade payables | 1,346 | - | 1,346 |
| Other current liabilities | 1,555 | 186 | 1,741 |
| Total current liab ilities | 7,904 | (409) | 7,495 |
| Liabilities related to assets held for sale | 7 | - | 7 |
| TOTAL EQUITY AND LIABILITIES | 14,122 | (957) | 13,165 |
| Half-year ended | Restatement | Half-year ended | |
|---|---|---|---|
| 30 September 2017 | 30 September 2017 | ||
| (in € million) | published | IFRS 9 & 15 | restated |
| Net profit | 221 | (38) | 183 |
| Depreciation, amortisation and impairment | 101 | (18) | 83 |
| Expense arising from share-based payments | 9 | - | 9 |
| Cost of net financial debt and costs of foreign exchange hedging, net of interest paid and received | |||
| (a) , and other change in provisions | 27 | 4 | 31 |
| Post-employment and other long-term defined employee benefits | 12 | - | 12 |
| Net (gains)/losses on disposal of assets | 1 | - | 1 |
| Share of net income (loss) of equity-accounted investments (net of dividends received) | (91) | (1) | (92) |
| Deferred taxes charged to income statement | (1) | (14) | (15) |
| Net cash provided b y operating activities - b efore changes in working capital | 279 | (67) | 212 |
| Changes in workin g capital resulting from operating activities (b ) | 50 | 75 | 125 |
| Net cash provided b y/(used in) operating activities | 329 | 8 | 337 |
| Of which operating flows provided / (used) by discontinued operations | - | - | - |
| Proceeds from disposals of tangible and intangible assets | 1 | - | 1 |
| Capital expenditure (including capitalised R&D costs) | (103) | (9) | (112) |
| Increase/(decrease) in other non-current assets | 10 | 1 | 11 |
| Acquisitions of businesses, net of cash acquired | - | - | - |
| Disposals of businesses, net of cash sold | (52) | - | (52) |
| Net cash provided b y/(used in) investing activities | (144) | (8) | (152) |
| Of which investing flows provided / (used) by discontinued operations | (52) | - | (52) |
| Capital increase/(decrease) including non controlling interests | 30 | - | 30 |
| Dividends paid including payments to non controlling interests | (56) | - | (56) |
| Issuances of bonds & notes | - | - | - |
| Repayments of bonds & notes issued | - | - | - |
| Changes in current and non-current borrowings | (10) | - | (10) |
| Changes in obligations under finance leases | (14) | - | (14) |
| Changes in other current financial assets and liabilities | (5) | - | (5) |
| Net cash provided b y/(used in) financing activities | (55) | - | (55) |
| Of which financing flows provided / (used) by discontinued operations | - | - | - |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 130 | - | 130 |
| Cash and cash equivalents at the beginning of the period | 1,563 | - | 1,563 |
| Net effect of exchange rate variations | (50) | - | (50) |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 1,643 | - | 1,643 |
| (a) Net of interests paid & received | (15) | - | (15) |
| (b) Income tax paid | (46) | - | (46) |
| Half-year ended | Restatement | Half-year ended | ||
|---|---|---|---|---|
| 31 March 2018 | 31 March 2018 | |||
| (en millions d'€) | published | IFRS 9 & 15 | restated | |
| Net profit | 485 | (111) | 374 | |
| Depreciation, amortisation and impairment | 161 | 10 | 171 | |
| Expense arising from share-based payments | 18 | - | 18 | |
| Cost of net financial debt and costs of foreign exchange hedging, net of interest paid and received | ||||
| (a) , and other change in provisions | 5 | 12 | 17 | |
| Post-employment and other long-term defined employee benefits | 19 | - | 19 | |
| Net (gains)/losses on disposal of assets | 2 | - | 2 | |
| Share of net income (loss) of equity-accounted investments (net of dividends received) | (197) | (1) | (198) | |
| Deferred taxes charged to income statement | (52) | (13) | (65) | |
| Net cash provided b y operating activities - b efore changes in working capital | 441 | (103) | 338 | |
| Changes in workin g capital resulting from operating activities (b ) | (33) | 113 | 80 | |
| Net cash provided b y/(used in) operating activities | 408 | 10 | 418 | |
| Of which operating flows provided / (used) by discontinued operations | - | - | - | |
| Proceeds from disposals of tangible and intangible assets | 3 | - | 3 | |
| Capital expenditure (including capitalised R&D costs) | (283) | (10) | (293) | |
| Increase/(decrease) in other non-current assets | 21 | - | 21 | |
| Acquisitions of businesses, net of cash acquired | (4) | - | (4) | |
| Disposals of businesses, net of cash sold | (80) | - | (80) | |
| Net cash provided b y/(used in) investing activities | (343) | (10) | (353) | |
| Of which investing flows provided / (used) by discontinued operations | (82) | - | (82) | |
| Capital increase/(decrease) including non controlling interests | 47 | - | 47 | |
| Dividends paid including payments to non controlling interests | (60) | - | (60) | |
| Issuances of bonds & notes | - | - | - | |
| Repayments of bonds & notes issued | (272) | - | (272) | |
| Changes in current and non-current borrowings | 7 | - | 7 | |
| Changes in obligations under finance leases | (27) | - | (27) | |
| Changes in other current financial assets and liabilities | - | - | - | |
| Net cash provided b y/(used in) financing activities | (305) | - | (305) | |
| Of which financing flows provided / (used) by discontinued operations | - | - | - | |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | (240) | - | (240) | |
| Cash and cash equivalents at the beginning of the period | 1,563 | - | 1,563 | |
| Net effect of exchange rate variations | (92) | - | (92) | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 1,231 | - | 1,231 | |
| (a) Net of interests paid & received | (66) | - | (66) | |
| (b) Income tax paid | (93) | - | (93) |
Several amendments are applicable at 1 April 2018:
All these amendments effective at 1 April 2018 for Alstom have no material impact on the Group's consolidated financial statements.
IFRS16 – Leases, applicable from 1st January 2019, introduces a single lessee accounting model for almost all leases contracts under which a lessee is required to recognize a right-of-use leased asset and a lease liability representing its obligation to make lease payments.
For its transition method, the Group has elected to apply cumulative catch-up retrospective approach. Prior-period comparative data will therefore not be restated at the transition date and only opening equity at that date will be affected.
The Group is currently performing a detailed inventory of its lease agreements (which mainly concern real estate assets) and analyzing the impacts that IFRS16 may have on its consolidated financial statements.
In view of the specific features of certain leases (notably their renewal clauses), as well as the rates used to measure the lease liabilities under IFRS16, the commitments, referred in note 25 – Operating leases, may not therefore be fully representative of the lease liabilities that will have to be recognized under IFRS16.
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.
| Half-year en ded | |||
|---|---|---|---|
| (in € million) | 30 Septemb er 2018 30 Septemb er 2017 (*) | ||
| Europe | 1,982 | 1,710 | |
| of which France | 626 | 512 | |
| Americas | 728 | 663 | |
| Asia & Pacific | 450 | 411 | |
| Middle-East & Africa | 850 | 557 | |
| TOTAL GROUP | 4,010 | 3,341 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| Half-year en ded | |||
|---|---|---|---|
| (in € million) | 30 Septemb er 2018 30 Septemb er 2017 (*) | ||
| Rolling stock | 1,736 | 1,415 | |
| Services | 749 | 636 | |
| Systems | 888 | 673 | |
| Signalling | 637 | 617 | |
| TOTAL GROUP | 4,010 | 3,341 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
No external customer represents individually 10% or more of the Group's consolidated sales.
| Half-year ended | ||
|---|---|---|
| (in € million) | 30 Sep temb er 2018 30 Sep temb er 2017 (*) | |
| Research and development gross cost | (147) | (123) |
| Funding received | 36 | 24 |
| Research and develop ment sp ending, net | (111) | (99) |
| Development costs capitalised during the period | 27 | 26 |
| Amortisation expense of capitalised development costs | (27) | (29) |
| RESEARCH AND DEVELOPMENT EXPENSES (IN P&L) | (111) | (102) |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
During the half-year ended 30 September 2018, the Group invested €147 million in research and development, notably to develop:
| Half-year en ded | ||
|---|---|---|
| (in € million) | 30 Septemb er 2018 | 30 Septemb er 2017 |
| Restructuring and rationalisation costs | (34) | (19) |
| Impairment loss and other | (32) | (18) |
| Oth er income / (expense) | (6 6) | (37) |
In the 6 months period ended 30 September 2018, restructuring and rationalization costs are mainly related to the adaptation of the means of production in certain countries, notably in UK and Brazil.
Over the period ended at 30 September 2018, Impairment loss and other represent mainly:
| Half-year ended | |||
|---|---|---|---|
| (in € million) | 30 September 2018 | 30 Sep tember 2017 (*) | |
| Interest income | 2 | 3 | |
| Interest expense on borrowings | (30) | (34) | |
| NET FINANCIAL INCOME/(EXPENSES) ON DEBT | (28) | (31) | |
| Net cost of foreign exchange hedging | (11) | (13) | |
| Net financial expense from employee defined benefit plans | (5) | (6) | |
| Financial component on contracts | 3 | 2 | |
| Other financial income/(expense) | (5) | (5) | |
| NET FINANCIAL INCOME/(EXPENSES) | (46 ) | (53) |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
In accordance with IAS34, income tax charge is recognized based on management's estimate of the projected effective tax rate for the whole financial year to the pre-tax income of the interim period and takes into consideration potential discrete items.
At 30 September 2018, effective tax rate is 7%, due to deferred tax assets recognized on previous tax loss carry forwards as well as reversal of tax provisions. Excluding these items, effective tax rate would have reached 26%.
Accounting methods and principles applicable to discontinued operations are identical to those used at 30 September 2017 and 31 March 2018.
At 30 September 2018, Assets Held For Sale (and related liabilities) comprise:
The line "Net profit from discontinued operations", recognized in the Consolidated Income Statement, includes the reassessment of liabilities related to the disposal of activities. Over the period ended 30 September 2018, Alstom recognized a profit for €245 million.
Alstom's Consolidated Statement of Cash Flows takes into account the cash flows of staggered and delayed transferred assets, until their effective transfer to General Electric, and costs directly related to the sale of Energy activities.
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 in an amount of €7.2 billion. The Group benefits from a general indemnification from General Electric in these matters.
| Half-year ended | ||
|---|---|---|
| (in € million) | 30 September 2018 30 Septemb er 2017 (*) | |
| Net Profit attributable to equity holders of the parent : | ||
| • From continuing operations | 318 | 169 |
| • From discontinued operations | 245 | 8 |
| EARNINGS ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | 563 | 177 |
| Half-year ended | ||
|---|---|---|
| number of shares | 30 September 2018 30 Septemb er 2017 (*) | |
| Weighted average number of ordinary shares used to calculate basic earnings p er share | 222,426 ,320 | 220,16 4,680 |
| Effect of dilutive instruments other than bonds reimbursable with shares: | ||
| • Stock options and performance shares (LTI plan) | 3,071,513 | 4,055,054 |
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES USED TO CALCULATE DILUTED EARNINGS PER SHARES |
225,497,833 | 224,219,734 |
| Half-year ended | ||
|---|---|---|
| (in €) | 30 September 2018 30 Septemb er 2017 (*) | |
| Basic earnings per share | 2.53 | 0.80 |
| Diluted earnings per share | 2.50 | 0.79 |
| Basic earnings per share from continuing operations | 1.43 | 0.77 |
| Diluted earnings per share from continuing operations | 1.41 | 0.75 |
| Basic earnings per share from discontinued operations | 1.10 | 0.04 |
| Diluted earnings per share from discontinued operations | 1.09 | 0.04 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| Acquisitions and adjustments on p reliminary |
Translation adjustments and |
||||
|---|---|---|---|---|---|
| (in € million) | At 31 March 2018 | goodwill | Disposals | other changes At 30 Sep tember 2018 | |
| GOODWILL | 1,422 | 6 | - | 22 | 1,450 |
| Of which: | |||||
| Gross value | 1,422 | 6 | - | 22 | 1,450 |
| Impairment | - | - | - | - | - |
Movements between 31 March 2018 and 30 September 2018 mainly arose from 21net purchase price allocation for an amount of € 6 million. This goodwill remains provisional.
The impairment test at 31 March 2018 supported the Group's opinion that goodwill was not impaired. At 30 September 2018, the Group considers that the assumptions used at 31 March 2018 to assess the recoverable value of goodwill are not substantially modified.
| Additions / disp osals / amortisation / |
Other ch anges | |||
|---|---|---|---|---|
| (in € million) | At 31 March 2018 | impairmen t | including CTA & scope | At 30 Septemb er 2018 |
| Development costs | 1,201 | 27 | 12 | 1,240 |
| Other intangible assets | 384 | 18 | (2) | 400 |
| Gross value | 1,585 | 45 | 10 | 1,640 |
| Development costs | (936) | (27) | 1 | (962) |
| Other intangible assets | (233) | (12) | (8) | (253) |
| Amortisation an d impairment | (1,169) | (39) | (7) | (1,215) |
| Development costs | 265 | - | 13 | 278 |
| Other intangible assets | 151 | 6 | (10) | 147 |
| NET VALUE | 416 | 6 | 3 | 425 |
| Additions / amortisation / |
Other changes of which translation |
||||
|---|---|---|---|---|---|
| (in € million) | At 31 March 2018 (*) | imp airment | Disp osals | adjustments and scope At 30 Sep temb er 2018 | |
| Land | 90 | - | - | - | 90 |
| Buildings | 866 | 19 | (1) | - | 884 |
| Machinery and equipment | 808 | 15 | (5) | (15) | 803 |
| Constructions in progress | 98 | 42 | - | (8) | 132 |
| Tools, furniture, fixtures and other | 213 | 4 | (2) | - | 215 |
| Gross value | 2,075 | 80 | (8) | (23) | 2,124 |
| Land | (9) | - | - | - | (9) |
| Buildings | (457) | (20) | 1 | - | (476) |
| Machinery and equipment | (583) | (22) | 3 | 3 | (599) |
| Constructions in progress | (13) | (1) | - | (1) | (15) |
| Tools, furniture, fixtures and other | (159) | (7) | 2 | 3 | (161) |
| Amortisation and impairment | (1,221) | (50) | 6 | 5 | (1,26 0) |
| Land | 81 | - | - | - | 81 |
| Buildings | 409 | (1) | - | - | 408 |
| Machinery and equipment | 225 | (7) | (2) | (12) | 204 |
| Constructions in progress | 85 | 41 | - | (9) | 117 |
| Tools, furniture, fixtures and other | 54 | (3) | - | 3 | 54 |
| NET VALUE | 854 | 30 | (2) | (18) | 864 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
The Group adapts its means of production around the world, notably with the construction and modernization of manufacturing sites in India, in South Africa and in the United States of America. This mainly contributes to the commitments of fixed assets amounting to €72 million at 30 September 2018 (against €68 million at 31 March 2018).
| Share in equity | Share of net income | |||
|---|---|---|---|---|
| (in € million) | At 30 Sep temb er 2018 | At 31 March 2018 | Half-year ended 30 Sep temb er 2018 |
Half-year ended 30 Sep temb er 2017 |
| Energy Alliances | - | 113 | 99 | 79 |
| TMH Limited | 457 | 260 | 49 | 14 |
| Other Associates | 93 | 100 | 18 | 17 |
| Associates | 550 | 473 | 166 | 110 |
| SpeedInnov JV | 59 | 59 | (1) | - |
| Other Joint ventures | 4 | 1 | (4) | - |
| Joint ventures | 63 | 60 | (5) | - |
| TOTAL | 613 | 533 | 161 | 110 |
At 30 September 2018, the main variations are as follows:
| (in € million) | At 30 Sep temb er 2018 | At 31 March 2018 |
|---|---|---|
| Op ening b alance | 533 | 2,755 |
| Share in net income of equity-accounted investments | 161 | 216 |
| Dividends | (31) | (18) |
| Acquisitions | 115 | - |
| Transfer to assets held for sale | (212) | (2,382) |
| Translation adjustments and other | 47 | (38) |
| CLOSING BALANCE | 613 | 533 |
In the framework of the acquisition of Energy activities by General Electric, in November 2015, three alliances have been created, consisting of respectively:
The investments in Energy alliances include liquidity rights through put options on its shares to General Electric with a minimum guaranteed exit price.
On 2nd October 2018, Alstom has completed the transfer of all its interests in the three Energy Alliances (Renewables, Grid and Nuclear) to General Electric and received a total cash payment of €2.594 billion.
As a consequence, the three Alliances and the related options have been reclassified as Assets Held For Sale for a total amount of €2.594 billion, of which €2.382 billion at 31 March 2018 for Renewable and Grid and €212 million at 30 September 2018 for Nuclear and for the change in the put options over the period.
The capital gain arising from the disposal price evaluation as well as the amortization of the time value recognized over the holding period of the shares amount to €99 million for period ended 30 September 2018.
The put options fair value, recognized in Cash Flow Hedge Reserve for €7 million, will be reclassified into the profit and loss over the second semester, after the completion of the disposal.
Since 29 December 2015, Alstom owned 33% of The Breakers Investments B.V., the 100% holding company of Transmashholding ("TMH"), the leading Russian railway equipment manufacturer that operates in Russia and in the other countries of the Commonwealth of Independent States (CIS). Alstom also had three seats on the TMH Board of Directors.
In June 2018, TMH and Locotech Services agreed to combine under a new holding TMH Limited. Following the transaction, the contribution of Alstom has been diluted. In the meantime, additional shares of TMH Limited have been bought by the Group from the other shareholders to increase its ownership up to 20% for €115 million. The Group retains a significant influence. The financial impacts of this operation, and notably the dilutive effect, will be booked over the second semester.
In addition, over the period ended 30 September 2018, the fair value of Locotech Services investment held by TMH has been remeasured through OCI for an amount of €60 million.
Other variations are mainly due to the result for the period for €49 million and the currency translation effect for €(19) million.
For practical reason, to be able to get timely and accurate information, data as of 30 June 2018 and 31 December 2017 are retained and booked within Alstom's 30 September 2018 and 31 March 2018 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 The Breakers Investments B.V. at 30 June 2018 and 31 December 2017 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 2018 and 31 March 2018.
| (in € million) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Non-current assets | 861 | 818 |
| Current assets | 1,250 | 1,107 |
| TOTAL ASSETS | 2,111 | 1,925 |
| Equity-attributable to the owners of the parent company | 856 | 772 |
| Equity-attributable to non-controlling interests | 141 | 125 |
| Non current liabilities | 228 | 238 |
| Current liabilities | 886 | 790 |
| TOTAL EQUITY AND LIABILITIES | 2,111 | 1,925 |
| Equity interest held by the Group | 33% | 33% |
| NET ASSET OF THE BREAKERS INVESTMENTS B.V. | 285 | 257 |
| Goodwill | 68 | 73 |
| Impairment of share in net asset of equity investments | (57) | (62) |
| Preliminary impacts of TMH-Locotech Services merger (*) | 168 | - |
| Other (**) | (7) | (8) |
| GROUP'S SHARE IN NET ASSET | 457 | 26 0 |
(*) Mainly includes the acquisition of additional interests and the reevaluation of Locotech Services investment.
(**) Includes notably fair value restatements calculated at the time of the acquisition.
| Half-year ended 30 | Half-year ended 30 | |
|---|---|---|
| (in € million) | June 2018 | June 2017 |
| Sales | 1,456 | 1,006 |
| Net income from continuing operations | 172 | 20 |
| Share of non-controlling interests | (26) | 3 |
| Net income attributable to the own ers of the parent comp any | 146 | 23 |
| Equity interest held by the Group | 33% | 33% |
| Share in th e n et income | 48 | 8 |
| Other items (*) | 1 | 6 |
| GROUP'S SHARE IN THE NET INCOME | 49 | 14 |
(*) Includes notably the amortisation of the amounts recognized at the time of allocation of the acquisition price.
The Group's investment in other associates comprises investment in Casco, held by the Group at 49%, for €85 million (of which €18 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 €93 million as of 30 September 2018 (€100 million as of 31 March 2018).
| (in € million) | At 30 Sep temb er 2018 | At 31 March 2018 |
|---|---|---|
| Financial non-current assets associated to financial debt (*) | 202 | 213 |
| Long-term loans, deposits and other | 73 | 64 |
| Other n on -current assets | 275 | 277 |
(*) These non-current assets relate to a long-term rental of trains and associated equipment to a London metro operator (see Note 20).
| (in € million) | At 30 Sep temb er 2018 | At 31 March 2018 (*) | Variation |
|---|---|---|---|
| Inventories | 1,435 | 1,348 | 87 |
| Cost to fulfill a contract | 21 | 30 | (9) |
| Contract assets | 1,289 | 1,201 | 88 |
| Trade receivables | 1,763 | 1,772 | (9) |
| Other current operating assets / (liabilities) | (365) | (413) | 48 |
| Contract liabilities | (2,900) | (3,003) | 103 |
| Provisions | (1,185) | (1,392) | 207 |
| Trade payables | (1,648) | (1,346) | (302) |
| WORKING CAPITAL | (1,590) | (1,803) | 213 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| (in € million) | Half-year ended 30 Sep temb er 2018 |
|---|---|
| Working cap ital at the b eginning of th e period | (1,803) |
| Changes in working capital resulting from operating activities | 284 |
| Changes in working capital resulting from investing activities | - |
| Translation adjustments and other changes | (71) |
| Total ch anges in working cap ital | 213 |
| Working cap ital at the end of th e period | (1,590) |
| (in € million) | At 30 Sep temb er 2018 | At 31 March 2018 (*) |
|---|---|---|
| Raw materials and supplies | 791 | 818 |
| Work in progress | 581 | 554 |
| Finished products | 222 | 138 |
| Inventories, gross | 1,594 | 1,510 |
| Raw materials and supplies | (81) | (103) |
| Work in progress | (3) | (1) |
| Finished products | (75) | (58) |
| Write-down | (159) | (162) |
| Inventories, net | 1,435 | 1,348 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
| (in € million) | At 30 Septemb er 2018 | At 31 March 2018 (*) | Variation |
|---|---|---|---|
| Cost to fulfill a contract | 21 | 30 | (9) |
| Contract assets | 1,289 | 1,201 | 88 |
| Contract liabilities | (2,900) | (3,003) | 103 |
| Net contract Assets/(Liab ilities) | (1,590) | (1,772) | 182 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
Net contract Assets/(Liabilities) include down-payments for €2,243 million at 30 September 2018 and €2,196 million at 31 March 2018.
| (in € million) | At 30 Sep temb er 2018 | At 31 March 2018 |
|---|---|---|
| Down payments made to suppliers | 140 | 154 |
| Corporate income tax | 43 | 59 |
| Other taxes | 252 | 242 |
| Prepaid expenses | 86 | 80 |
| Other receivables | 329 | 286 |
| Derivatives relating to operating activities | 132 | 298 |
| Remeasurement of hedged firm commitments in foreign currency | 193 | 209 |
| Other current op erating assets | 1,175 | 1,328 |
| (in € million) | At 30 Sep temb er 2018 | At 31 March 2018 (*) |
|---|---|---|
| Staff and associated liabilities | 426 | 483 |
| Corporate income tax | 15 | 48 |
| Other taxes | 120 | 89 |
| Deferred income | 2 | 4 |
| Other payables | 646 | 601 |
| Derivatives relating to operating activities | 176 | 253 |
| Remeasurement of hedged firm commitments in foreign currency | 155 | 263 |
| Other current op erating liab ilities | 1,540 | 1,741 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
Over the period ended 30 September 2018, the Group entered into an agreement of assignment of receivables that leads to the derecognition of tax receivables for an amount of €87 million. The total disposed amount outstanding at 30 September 2018 is €206 million.
| Translation | ||||||
|---|---|---|---|---|---|---|
| At 31 March 2018 | adjustments and | At 30 Sep temb er | ||||
| (in € million) | (*) | Additions | Releases | Ap p lications | other | 2018 |
| Warranties | 235 | 48 | (9) | (27) | - | 247 |
| Risks on contracts | 627 | 96 | (60) | (27) | - | 636 |
| Current p rovisions | 86 2 | 144 | (6 9) | (54) | - | 883 |
| Tax risks & litigations | 148 | 10 | (41) | (1) | (3) | 113 |
| Restructuring | 27 | 30 | - | (15) | - | 42 |
| Other non-current provisions | 355 | 37 | (250) | (1) | 6 | 147 |
| Non-current provisions | 530 | 77 | (291) | (17) | 3 | 302 |
| Total Provisions | 1,392 | 221 | (36 0) | (71) | 3 | 1,185 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
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 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 unfavorable outcome and that it has adequately provided for any risk that could result from those proceedings where it is probable that it will pay some amounts.
Restructuring provisions mainly derive from the adaptation of the means of production in certain countries, such as UK and Brazil.
Other non-current provisions mainly relate to guarantees delivered in connection with disposals, employee litigations, legal proceedings and environmental obligations.
Main disputes are described in Note 23.
At 30 September 2018, the share capital of Alstom amounts to €1,561,408,576 consisting of 223,058,368 ordinary shares with a par value of €7 each. Over the period, the weighted average number of outstanding ordinary shares amounts to 222,426,320 after the dilutive effect of bonds reimbursable in shares "Obligations Remboursables en Actions" and to 225,497,833 after the effect of all dilutive instruments.
During the period ended 30 September 2018:
As at 30 September 2018, the currency translation group reserve amounts to € (577) million.
The currency translation adjustment, presented within the consolidated statement of comprehensive income for €(32) million, primarily reflects the effect of variations of the US Dollar (€35 million), South African Rand (€(9) million), Tunisian Dinar (€(4) million), Brazilian Real (€(28) million), Russian Federation Rouble (€(18) million), Indian Rupee (€(7) million) against the Euro for the half-year ended 30 September 2018.
The Shareholders' Meeting of Alstom held on 17 July 2018 decided to distribute for the financial year ended 31 March 2018, a dividend in cash for €0.35 by share. Dividends have been fully paid on 24 July 2018 for a total amount of €78 million.
At 30 September 2018, €6 million of dividends, granted to non-controlling interests, have been paid.
| (in € million) | At 30 Septemb er 2018 | At 31 March 2018 |
|---|---|---|
| Derivatives related to financing activities | 6 | 8 |
| OTHER CURRENT FINANCIAL ASSETS | 6 | 8 |
| (in € million) | At 30 Septemb er 2018 | At 31 March 2018 |
|---|---|---|
| Cash | 464 | 409 |
| Cash equivalents | 933 | 822 |
| CASH AND CASH EQUIVALENT | 1,397 | 1,231 |
In addition to bank open deposits classified as cash for €464 million, the Group invests in cash equivalents:
| Cash movements | Non -cash movements | ||||
|---|---|---|---|---|---|
| Tran slation | |||||
| adjustments and | At 30 Septemb er | ||||
| (in € million) | At 31 March 2018 Net cash variation | Chan ge in scop e | other | 2018 | |
| Bonds | 1,248 | - | - | 1 | 1,249 |
| Other borrowing facilities | 163 | 224 | 1 | (5) | 383 |
| Put options and earn-out on acquired entities | 37 | (20) | - | (17) | - |
| Derivatives relating to financing activities | 13 | - | - | (8) | 5 |
| Accrued interests (*) | 16 | (14) | - | 28 | 30 |
| Borrowin gs | 1,477 | 190 | 1 | (1) | 1,6 67 |
| Obligations under finance leases | 17 | (1) | - | - | 16 |
| Other obligations under long-term rental (**) | 213 | (8) | - | (3) | 202 |
| Ob ligation s un der finance leases | 230 | (9) | - | (3) | 218 |
| Total fin ancial debt | 1,707 | 181 | 1 | (4) | 1,885 |
(*) 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 € (14) million over the semester.
(**) The other obligations under long-term rental represent liabilities related to lease obligations on trains and associated equipment (see Note 14).
The following table summarizes the significant components of the Group's bonds:
| Initial Nominal value (in € million) |
Maturity date | (dd/mm/yy) Nominal interest rate Effective interest rate | Accounting value at 30 Sep temb er 2018 |
Market value at 30 Sep temb er 2018 |
||
|---|---|---|---|---|---|---|
| Alstom October 2018 | 500 | 05/10/2018 | 3.63% | 3.71% | 371 | 372 |
| Alstom July 2019 | 500 | 08/07/2019 | 3.00% | 3.18% | 282 | 290 |
| Alstom March 2020 | 750 | 18/03/2020 | 4.50% | 4.58% | 596 | 637 |
| Total and weighted average rate | 3.90% | 4.01% | 1,249 | 1,299 |
On 5 October 2018, the bonds have been reimbursed for €371 million.
The bond issues of ALSTOM contain a clause of change of control offering the possibility for any bondholder to require an early refund, in whole or in part, of 101 % of the nominal of its bonds during a limited period following a change of control.
Other borrowings consist in banking facilities drawn by affiliates.
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 2018.
In addition to its available cash and cash equivalents, amounting to €1,397 million at 30 September 2018, the Group can access a €400 million revolving credit facility, maturing in June 2022, which is fully undrawn at September 2018.
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 Bilateral Bonding Facility Agreement ("CBBGFA") with five tier one banks allowing issuance until 2st November 2020 of bonds with tenors up to 7 years.
As at 30 September 2018, the total outstanding bonding guarantees related to contracts from continuing operations, issued by banks or insurance companies, amounted to €8.9 billion (€ 8.5 billion at 31 March 2018).
The available amount under the Committed Bilateral Bonding Guarantee Facility Agreement at 30 September 2018 amounts to €1.1 billion (€1.0 billion at 31 March 2018).
The Revolving Credit Facility as well as the Committed Bilateral Bonding Guarantee Facility Agreement contain a change of control clause.
At closing of the transaction with Siemens, the change of control clauses will have to be waived or amended, as usual in this context so the Group keeps benefiting from the Revolving credit facility.
Regarding the bonding line, the change of control may result in the program being suspended, in the obligation to procure new bonds to replaces 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.
Preparing the closing of the transaction with Siemens, Alstom will ask the lenders to accept the waiver or the amendment of the change of control clause. The Group doesn't expect any difficulty to obtain this consent.
This ratio should not exceed 2.5.
The financial covenant calculation is detailed below:
| (in € million) | Half-year en ded 30 Sep temb er 2018 |
For th e year en ded 31 March 2018 (*) |
|---|---|---|
| EBITDA | 521 | 438 |
| Total net debt | 265 | 232 |
| Total Net deb t leverage | 0.5 | 0.5 |
(*) Previous year figures are restated due to the application of IFRS9 and IFRS15 (see Note 3).
• The Committed Bilateral Bonding Guarantee Facility Agreement includes a financial covenant (leverage ratio) based on consolidated figures of the Group and consistent with the financial covenant of the revolving credit facility, as described above.
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 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 2018.
| (in %) | At 30 Sep temb er 2018 | At 31 March 2018 |
|---|---|---|
| United Kingdom | 2.95% | 2.80% |
| Euro zone | 1.65% | 1.68% |
| Other | 2.96% | 2.86% |
At 30 September 2018, the net provision for post-employment benefits amounts to €454 million compared with €468 million at 31 March 2018. The variation of actuarial gains and losses arising from post-employment defined benefit plans recognized in the Other comprehensive income amounts to €20 million for the half-year ended 30 September 2018 because of the evolution of the discount rate by geographic areas.
Other variations in the period ended 30 September 2018 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 2018.
As a preliminary remark, 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.
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 Italy, 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. Alstom is cooperating with CADE. In case of proven anti-competitive practices, possible sanctions include fines, criminal charges and a temporary exclusion from public contracts. Civil damages are also possible. Following the opening phase, this procedure has continued with the phase of production of evidence. The hearing phase took place from January to March 2016, with the deposition of current and former employees of the Group as well as the questioning of witnesses. CADE has actively asserted its positions in this phase of the proceedings. The final report setting forth its conclusions on the procedure is still being expected in the coming months. 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 been notified yet, mainly foreign individuals not residing in Brazil. The proceedings against these individuals are part of a second phase of the case. It remains difficult to assess with precision the outcome of this procedure. Current and former employees of Alstom are also subject to criminal proceedings initiated by the public prosecutor of the state of Sao Paulo in connection with some of the Transport projects subject to CADE procedure.
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.
Certain companies and/or current and former employees of the Group are currently being investigated and/or subject to procedures, by judicial or administrative authorities (including in Brazil, in the United Kingdom and in France) 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.
The Prosecutor of the State of Sao Paulo launched in May 2014 an 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 €537 million) excluding interests and possible damages in connection with a transportation project. The Group's subsidiary is actively defending itself against this action.
In the United Kingdom, the Serious Fraud Office (SFO) began investigations in 2010. The SFO opened during fiscal year 2014/15 three criminal prosecutions against entities of the Group and certain current and past employees of the Group in connection with transportation projects located in Poland, Tunisia, India and Hungary, and with an energy project located in Lithuania that is no longer handled by Alstom. In March 2016, the SFO announced that it was pressing charges against a seventh individual in its investigation. Following a shift in the procedural calendar, the trial phase for the project in Hungary took place during the summer of 2017 and could not be concluded. It now started in September 2018. The trial phase for the other transportation projects took place at the beginning of 2018 and concluded on 10 April 2018. At the Southwark Crown Court in London, Alstom Network (UK) Ltd was acquitted, by a Jury, of conspiracies to corrupt in India and Poland. It was convicted on a single count of a conspiracy to corrupt in Tunisia but has lodged an appeal against this conviction. A financial penalty in relation to Tunisia will be determined following the conclusion of the Hungary Trial, which is likely to conclude by the end of 2018. It follows that should the appeal against conviction succeed, the financial penalty will be returned to the company. Due to the ongoing proceedings in London there is, in the UK, a strict prohibition on any reporting of the fact of the trial, the verdicts, or the upcoming proceedings referred to above. Accordingly, publication of these elements of information would be a criminal offence in the UK, pursuant to the Contempt of Courts Act 1981, which is punishable with imprisonment. It remains difficult to assess with precision the final outcome of these procedures.
In 2006, Alstom was awarded by BKV a contract for the delivery of metros for two lines in the city of Budapest. During the execution of the project, Alstom experienced delays mostly related to technical change requests from BKV and the refusal by the Hungarian Authority "NKH" to deliver the final train homologation in 2010 (in August 2007, NKH granted a Preliminary Type License). On 19 October 2010 BKV terminated the contract and called the bank guarantees. In July 2011 the parties agreed the re-entry into force of the contract and the suspension of the arbitration procedure initiated by Alstom in January 2011. The final train homologation was obtained in July 2012. The arbitration proceedings resumed on 17 December 2012 and are at the phase of assessments of damages claimed by the parties and expertise. The expert appointed by the arbitral tribunal issued preliminary findings in 2017 and the parties have submitted their responses to these findings for further consideration by the expert. An additional expert report was produced in September 2018, which is still undergoing comments and debates between the parties. This process is expected to continue until end of 2018.
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 authorised 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 partial final award on quantum is now expected during the first quarter of 2019, with a decision on auxiliary topics such as legal costs or interests being part of a subsequent final award. The main next step will therefore be the issuance of the arbitral award on the quantum.
Also, 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 is currently under review.
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 procedure is now in the phase of exchange of final summary memorials, which is expected to continue in 2019. In the Pendolino case, the technical expertise report was also released and Alstom has obtained certain corrections following its challenge on some of the conclusions of the report. On this case, the expertise phase is therefore over and the proceedings have continued their path on the legal aspects of the dispute. The next step will be for the tribunal to render a decision.
On 30 May 2011, PKP Intercity SA ("PKP") and Alstom Transport subsidiaries in Poland and Italy entered into a contract for the delivery of trains and maintenance services to PKP. The delivery of the trains with the planned signalling system was not possible due to the lack of necessary railway infrastructure in Poland. Therefore, a dispute has arisen between the parties in connection with damages arising from project delays and PKP initiated arbitration proceedings on 29 April 2015. Following the phase of assessment of damages claimed by the parties, these
arbitration proceedings have progressed towards the closing of hearings. On 12 December 2016, the Alstom subsidiaries involved in this case received the notification of the arbitral decision whereby the arbitrators came to the conclusion that these subsidiaries had to compensate PKP for delay damages amounting to € 42 million (plus interests and legal costs), following which PKP was indemnified in January 2017 through a draw-down on the project bond. Alstom strongly contests the arbitral decision and has launched proceedings in Poland in the Court of Appeal of Katowice to obtain the cancellation of this decision and the compensation of damages suffered by Alstom as a result, in particular, of the call on the project bond. The Court of Appeal of Katowice rejected Alstom's request for cancellation of the arbitral decision in August 2017 and Alstom filed a recourse to the Supreme Court on 16 October 2017. The Supreme Court has rejected this recourse.
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 Appeals of Milan decided on 3 March 2017 in favor of Alstom's subsidiary by confirming definitively the suspension of this arbitral decision pending the outcome of the proceedings relating to the cancellation of such decision. These proceedings are still on-going.
On the Jerusalem light rail tramway project, a dispute started in 2009 between the Concessionaire CityPass and the State of Israel to ascertain responsibilities for certain project delays and extra costs. Alstom's subsidiary in charge of the project is involved in the dispute in its capacity as EPC Contractor. The resolution of this dispute was initially handled through some form of dispute review board with two arbitrators reviewing claims and counterclaims produced by the parties and giving instructions to delay and quantum experts. In the past months, the matter has been evolving towards full-fledged arbitration proceedings with the parties being in the process of appointing a new panel of three arbitrators who will have to decide on the resolution of the dispute. Once this arbitral tribunal is constituted, its main tasks will be to review the financial compensation claimed by the Concessionaire and Alstom for the project prolongation, and to decide on the admissibility of the counterclaims raised by the State of Israel. In the past months though, the parties decided to postpone further developments in the arbitral proceedings in order to launch a mediation process, which started in May 2018 and is presently on-going.
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 2018 and 30 September 2018.
| (in € million) | Total | Within one year | 1 to 5 yearss | Over 5 years |
|---|---|---|---|---|
| Long term rental (*) | 276 | 31 | 123 | 122 |
| Finance leases | 20 | 2 | 8 | 10 |
| Operating leases | 420 | 64 | 157 | 199 |
| TOTAL AT 30 SEPTEMBER 2018 | 716 | 97 | 288 | 331 |
(*) Obligations related to a long-term rental of trains and associated equipment to a London metro operator (Note 14 & 20) including interests to be paid.
The Group has not identified any subsequent event to be reported other than the items already described above or in the previous notes.
PARENT COMPANY
| ALSTOM SA | France | - | Parent Company |
|---|---|---|---|
| Companies | Country | Ownership % | 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 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 |
| 21NET 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 (Guangdong) High Voltage Electric Co. Ltd | China | 51 | 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 |
| 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 Executive Management | France | 100 | Full consolidation |
| ALSTOM Holdings | 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 |
| Omega 1 | France | 100 | Full consolidation |
| StationOne | France | 100 | Full consolidation |
| ALSTOM APTIS | France | 100 | Full consolidation |
| ALSTOM Transport SA | France | 100 | Full consolidation |
| ALSTOM Transport Technologies | France | 100 | Full consolidation |
| CENTRE D'ESSAIS FERROVIAIRES | France | 92 | Full consolidation |
| ALSTOM SHIPWORKS | France | 100 | 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 |
| 21NET France | 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 |
| 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 Transport | 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 DIGITAL NETWORKS UK LIMITED | Great Britain | 100 | Full consolidation |
| NOMAD HOLDINGS LIMITED | Great Britain | 100 | Full consolidation |
| NOMAD SOLUTIONS UK LIMITED | Great Britain | 100 | Full consolidation |
| NOMAD SPECTRUM LIMITED | Great Britain | 100 | Full consolidation |
| NOMAD WEST COAST LIMITED | Great Britain | 100 | Full consolidation |
| SIGNALLING SOLUTIONS 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 |
| ALSTOM Transport Hellas AE | Greece | 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 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 |
| ALSTOM S.p.A. | Italy | 100 | Full consolidation |
| 21NET ITALIA S.R.L | Italy | 100 | Full consolidation |
| ALSTOM Kazakhstan LLP | Kazakhstan | 100 | Full consolidation |
| ALSTOM Transport (Malaysia) Sdn Bhd | Malaysia | 50 | 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 BV | Netherlands | 100 | Full consolidation |
| ALSTOM Transport Holdings B.V. | Netherlands | 100 | Full consolidation |
| New ALSTOM Holdings B.V. | Netherlands | 100 | Full consolidation |
| NOMAD DIGITAL B.V. | Netherlands | 100 | Full consolidation |
| AT NIGERIA LIMITED | Nigeria | 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 |
| ALSTOM Saudi Arabia Limited | Saudi Arabia | 100 | Full consolidation |
| 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 | 61 | 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 |
| MOTALA TRAIN 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 |
| ALSTOM T&T Ltd | Trinidad and 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 |
| ALSOMA G.E.I.E. | France | 55 | Joint Operation |
|---|---|---|---|
| METROLAB | France | 50 | Joint Operation |
| THE ATC JOINT VENTURE | Great Britain | 37 | Joint Operation |
| IRVIA MANTENIMIENTO FERROVIARIO, S.A. | Spain | 51 | Joint Operation |
| CITAL | Algeria | 49 | Equity Method |
| CASCO SIGNAL LTD | China | 49 | Equity Method |
| SHANGHAI ALSTOM Transport Company Limited | China | 40 | Equity Method |
| TRANSLOHR INDUSTRIAL (TIANJIN) CO. LTD | China | 56 | Equity Method |
| TRANSMASHHOLDING LIMITED | Cyprus | 20 | Equity Method |
| SILASIO TRADING LIMITED | Cyprus | 20 | Equity Method |
| NEWTL | France | 51 | Equity Method |
| NTL HOLDING | France | 51 | Equity Method |
| SPEEDINNOV | France | 65 | Equity Method |
| TRANSLOHR SAS | France | 51 | Equity Method |
| ABC ELECTRIFICATION LTD | Great Britain | 33 | Equity Method |
| ELECTROVOZ KHURASTYRU ZAUYTY LLP | Kazakhstan | 58 | Equity Method |
| LLP JV KAZELEKTROPRIVOD | Kazakhstan | 50 | Equity Method |
| TMHS | Mongolia | 20 | Equity Method |
| RAILCOMP BV | Netherlands | 60 | Equity Method |
| THE BREAKERS INVESTMENTS B.V. | Netherlands | 20 | Equity Method |
| TMH-ALSTOM BV | Netherlands | 60 | Equity Method |
| AM-TEKH | Russian Federation | 20 | Equity 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 |
| FIRM LOCOTECH | Russian Federation | 20 | Equity Method |
| IVSK OOO | Russian Federation | 12 | Equity Method |
| KMT LOMONOSOVSKIY OPITNY ZAVOD PF OAO | Russian Federation | 6 | Equity Method |
| KMT UPRAVLYAUSHCHAYA KOMPANIYA ZAO | Russian Federation | 8 | Equity Method |
| KOLOMENSKY ZAVOD OAO | Russian Federation | 17 | Equity Method |
| LOCOTECH GLOBAL TRADING | Russian Federation | 20 | Equity Method |
| LOCOTECH FOUNDRY PLANTS | Russian Federation | 15 | Equity Method |
| LOCOTECH PROMSERVICE | Russian Federation | 20 | Equity Method |
| LOCOTECH LEASING | Russian Federation | 15 | Equity Method |
| LOCOTECH SERVICE | Russian Federation | 20 | Equity Method |
| MASHCONSULTING ZAO | Russian Federation | 20 | Equity Method |
| METROVAGONMASH OAO | Russian Federation | 15 | 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 |
| PO BEZHITSKAYA STAL OAO | Russian Federation | 12 | Equity Method |
| PROIZVODSTVENNAYA FIRMA KMT LOMONOSOVSKY PILOT PLANT | Russian Federation | 2 | Equity Method |
| RAILCOMP LLC | Russian Federation | 60 | Equity Method |
| ROSLOKOMOTIV ZAO | Russian Federation | 20 | Equity Method |
| RUSTRANSKOMPLEKT ZAO | Russian Federation | 15 | Equity Method |
| SAPFIR OOO | Russian Federation | 20 | Equity Method |
| TORGOVY DOM TMH ZAO | Russian Federation | 20 | Equity Method |
| TRAMRUS LLC | Russian Federation | 60 | Equity Method |
| TRANSMASH OAO | Russian Federation | 12 | Equity Method |
| TRANSMASHHOLDING ZAO | Russian Federation | 20 | Equity Method |
| TRTrans LLC | Russian Federation | 60 | Equity Method |
| TVERSKOY VAGONOSTROITELNY ZAVOD INVEST OOO | Russian Federation | 5 | Equity Method |
| TVERSKOY VAGONOSTROITELNY ZAVOD OAO | Russian Federation | 10 | Equity Method |
| UPRAVLYAUSCHAYA KOMPANIYA BRYANSKY MASHINOSTROITELNY ZAVOD ZAO | Russian Federation | 20 | Equity Method |
| VSEROSSIYSKY NAUCHNO-ISSLEDOVATELSKY I PROEKTNO-KONSTRUKTORSKY | Russian Federation | 13 | Equity Method |
| INSTITUT ELEKTROVOZOSTROENIYA OAO | |||
| ZAVOD AIT | Russian Federation | 10 | Equity Method |
| ZENTROSVARMASH OAO | Russian Federation | 20 | Equity Method |
| ZHELDORREMMASH | Russian Federation | 15 | Equity Method |
| LUGANSKTEPLOVOZ OAO | Ukraine | 15 | Equity Method |
| Austria | 15 | Non consolidated investment |
|---|---|---|
| Belgium | 15 | Non consolidated investment |
| Bermuda | 1 | Non consolidated investment |
| France | 16 | Non consolidated investment |
| France | 1 | Non consolidated investment |
| France | 13 | Non consolidated investment |
| France | 0 | Non consolidated investment |
| France | 19 | Non consolidated investment |
| France | 17 | Non consolidated investment |
| France | 2 | Non consolidated investment |
| France | 12 | Non consolidated investment |
| France | 12 | Non consolidated investment |
| France | 35 | Non consolidated investment |
| France | 1 | Non consolidated investment |
| France | 1 | Non consolidated investment |
| France | 4 | Non consolidated investment |
| France | 23 | Non consolidated investment |
| France | 8 | Non consolidated investment |
| Germany | 7 | Non consolidated investment |
| Great Britain | 13 | Non consolidated investment |
| Iran | 1 | Non consolidated investment |
| Italy | 9 | Non consolidated investment |
| Italy | 20 | Non consolidated investment |
| Italy | 30 | Non consolidated investment |
| Italy | 10 | Non consolidated investment |
| Italy | 50 | Non consolidated investment |
| Mexico | 11 | Non consolidated investment |
| Poland | 0 | Non consolidated investment |
| Poland | 0 | Non consolidated investment |
| Poland | 2 | Non consolidated investment |
| Spain | 12 | Non consolidated investment |
| Spain | 21 | Non consolidated investment |
| Spain | 24 | Non consolidated investment |
| Energy Alliances | Country | Ownership % | Consolidation Method |
|---|---|---|---|
| GEAST | France | 20 | Equity Method |
| GE GRID ALLIANCE BV | Netherlands | 50 | Equity Method |
| GE Renewable Holding BV | Netherlands | 50 | Equity Method |
| ALSTOM Renewable US, LLC | USA | 45 | Equity Method |
| GRID ALLIANCE US HOLDINGS INC | USA | 91 | Equity Method |
| GRID SOLUTIONS (U.S.) LLC | USA | 30 | Equity Method |
| RENEWABLES ALLIANCE US HOLDINGS INC | USA | 91 | Equity Method |
| Subsidiaries of Nuclear Alliances included in combinated finacial statement | Country | Ownership % | Consolidation Method |
| ALSTOM Power Conversion | France | 20 | Equity Method |
| ALSTOM Power Service | France | 20 | Equity Method |
| ALSTOM Power Systems | France | 20 | Equity Method |
| PROTEA | France | 20 | Equity Method |
| ALSTOM Atomenergomash | Russian Federation | 10 | 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
(Period from 1 April 2018 to 30 September 2018)
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 are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - the standard of IFRSs as adopted by the European Union applicable to interim financial information.
Without qualifying our conclusion, we draw your attention to the matters set out in:
We have also verified the information given in the interim management report on the condensed interim consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the condensed interim consolidated financial statements.
Neuilly-sur-Seine and Paris La Défense, November 13, 2018
The Statutory Auditors Original signed by
PricewaterhouseCoopers Audit
MAZARS
Edouard Demarcq
Cédric Haaser
Responsibility statement of the person responsible for the half-year financial report
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