Quarterly Report • Nov 6, 2015
Quarterly Report
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HALF-YEAR FINANCIAL REPORT (Half-year ended 30 September 2015)
This document is a free translation of the French language original version
| Management report on condensed interim consolidated financial statements, half year ended 30 September 2015 |
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| Condensed interim consolidated financial statements, half-year ended 30 September 2015 |
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| Report of independent auditors on the half-year financial information | Page [77] |
| Responsibility statement of the person responsible for the half-year financial report | Page [80] |
French Société anonyme with a share capital of €2,171,678,222 3 avenue André Malraux – 92300 Levallois-Perret (France) Tel. : +33 (0)1 41 49 20 00 RCS : 389 058 447 Nanterre www.alstom.com
Management report on condensed interim consolidated financial statements, Half-year ended 30 September 2015
The following half-year report shall be read in conjunction with the condensed interim consolidated financial statements for the half-year ended 30 September 2015 and the Company's Registration Document for fiscal year 2014/15 filed with the French Autorité des Marchés Financiers on 21 May 2015.
Effective 2 November 2015, Alstom and General Electric have completed the transaction presented hereafter. For further detail on closing, please refer to Note 27 "subsequent events" of the condensed interim consolidated financial statements for the half-year ended 30 September 2015.
On 26 April 2014, the Board of Directors of Alstom received from General Electric an offer, updated on 20 June 2014, to acquire its Energy activities. The Alstom's Board of Directors unanimously decided to issue a positive recommendation on the General Electric's offer. The global transaction includes the following:
The disposal of Energy activities to General Electric simultaneously to the investment by Alstom in three Joint alliances (Grid, Renewables and Global Nuclear & French Steam) and the acquisition of General Electric's Signalling Business lead to a net cash proceed of €7.1 billion. This net cash proceed is consistent with the €12.35 billion price related to the sole sale of Energy activities (including €1.9 billion of cash existing in Energy scope at 31 March 2014), the subsequent adjustments including the commercial agreements signed in December 2014 (leading to an additional consideration of circa €0.4 billion) and the price reduction approved by Alstom board in July 2015 (€0.3 billion), the reinvestment at respectively €2.4 billion and €0.7 billion in the joint alliances and General Electric's Signalling business and deal costs of circa €0.3 billion.
On 2 November 2015, General Electric definitively acquired the Thermal Power, Renewable Power and Grid activities as well as central and shared services (legal entities Alstom and Alstom Holdings have not be disposed) (the "Energy Business").
By taking over Alstom's Energy activities, General Electric undertook to take on all assets as well as all liabilities and risks exclusively or predominantly associated with the Energy Business.
The completion of the transaction was subject to a limited number of conditions precedent, which essentially covered works council consultation, receipt of authorizations required from a regulatory and merger control standpoint, as well as the approval of the transaction by Alstom's shareholders obtained on 19 December 2014.
On 22 October, the last condition precedent was met for assets corresponding to at least 85% of the turnover of all the entities subject to the sale, leading the parties to complete the transaction, consistently with the Master Purchase Agreement. The remainder entities in a limited number of countries would be transferred in successive stages; provided there would be no violation of applicable law to do so and represent a turnover of around €300 million (please refer to Note 27 of the condensed interim consolidated financial statements for the half-year ended 30 September 2015.).
In the framework of the acquisition of Energy activities by General Electric, three alliances are created:
The investment by Alstom in these alliances amounts to circa €2.4 billion. The future joint venture companies will be accounted for under equity method in Alstom's consolidated financial statements.
Furthermore, Alstom has liquidity rights through a put option on its shares to General Electric with a minimum guaranteed price.
General Electric is selling to Alstom most of its signalling business for circa €700 million, with 1,200 employees. Both parties signed several collaboration agreements including a service agreement for General Electric locomotives outside of the United States of America, Research and Development, sourcing and manufacturing and commercial support in the United States of America.
Due to the transaction closing date as of 2 November, the Group is not yet in a position to disclose additional information.
Following the closing of this global transaction with General Electric a public share buy-back offer (offre publique de rachat d'actions) of €3.2 billion will be submitted to shareholders' approval in a shareholders' meeting which will be called before the year-end.
With this transaction, Alstom is refocused on its Transport activities and on its Energy alliances with General Electric.
The Energy activities, classified as held for sale as of 30 September 2014, have been maintained on assets and liabilities held for sale on 30 September 2015 due to on-going transaction process. The underlying assumptions have since been confirmed through the completion of all conditions precedent on 22 October 2015 and the closing of the deal on 2 November 2015.
In the interim consolidated financial statements, the activities being disposed are reported as follows:
At the date of the disposal, the capital gain as well as the related tax impact will be recognized under the line "Net profit from discontinued operations". The disposal value will significantly exceed the carrying value of the net assets held for sale (see Note 27 of the condensed interim consolidated financial statements for the half-year ended 30 September 2015).
In compliance with IFRS 5, Thermal Power, Renewable Power and Grid activities have been reported in Alstom's condensed interim consolidated financial statements as discontinued operations; they are therefore not included in Orders received, Sales, Income from Operations and EBIT, and are reported under the "Net profit – discontinued operations" line.
During the first half of fiscal year 2015/16, Alstom booked €3,897 million of orders received, compared to €6,407 million over the same period last year which included the €4 billion PRASA contract in South Africa. On 30 September 2015, the Group had a strong backlog of €27.7 billion, representing 52 months of sales.
Alstom's consolidated sales increased by 8% (4% on an organic basis), at €3,303 million, fuelled by solid performance in Europe and continued growth in emerging countries.
During the first half of fiscal year 2015/16, the income from operations (including corporate costs) grew at €167 million versus €152 million (+10%) for the same period of last year. The operating margin increased from 5.0% in the first half of fiscal year 2014/15 to 5.1%.
Due to separation costs incurred in the frame of the Energy Transaction, to higher financial expenses and to some specific impairment charges, Net profit from Continuing operations (Group share) amounted to €18 million in the first half of fiscal year 2015/16. Net profit from Discontinued operations (Group share) was at €(75) million with the Net profit (Group share) amounting to €(57) million in the first half of fiscal year 2015/16, compared to €255 million for the same period last year.
Impacted by the low level of new orders received and the unfavourable cash profile of some projects during this half year in the Energy businesses, the Group's free cash flow was negative at €(1,336) million compared to €(1,376) million during the first half of fiscal year 2014/15.
The negative free cash flow generated an increase of the Group's net financial debt which stood at €(4,803) million on 30 September 2015 compared to €(3,143) million on 31 March 2015 and €(3,896) million on 30 September 2014.
On 30 September 2015, Alstom had a cash and cash equivalent position of €1,847 million, as well as an undrawn available credit line of €1,350 million. As of 30 September 2015, the Group has fully drawn the facilities amounting to a total of €1,600 million available up to the completion (and subject to the non-cancellation) of the proposed transaction with General Electric, and no later than 1 December 2015.
During the first half of fiscal year 2015/16, Alstom invested €58 million in research and development (excluding capitalisation and amortisation) to develop and provide sustainable solutions at affordable costs including its latest version of the CITADIS™ tramway X05, its predictive maintenance programme and the further development of signalling solution.
Alstom launched, in June 2015, two major innovative urban solutions to help cities solve the economic and environmental challenges they are facing:
During the first half of fiscal year 2015/16, Alstom invested € 50 million in capital expenditures (excluding capitalised development costs) to support the development of its position in growing economies and to consolidate its competitive advantage in developed countries.
In France, Alstom inaugurated the installation of its Villeurbanne site in the new building in Carré de Soie district, which hosts the entire population of employees specialised in the design and supply of electrical systems and products for trains and railway signalling.
In the United States of America, Alstom started to assembly its first CITADIS™ Spirit on its Hornell site, currently the largest passenger rail manufacturing facility in North America.
In Brazil, the construction of the CITADIS™ tramway plant in Taubaté was completed.
As part of Alstom's signalling growth strategy, the company signed an agreement to buy Balfour Beatty's share of Signalling Solutions Ltd (SSL), a 50-50 joint-venture established in 2007 to provide advanced signalling solutions to the United Kingdom and Ireland's rail sectors. Alstom thus became the sole owner of SSL, which currently employs 540 people in four main locations.
In Algeria, CITAL, the joint-venture (JV) composed of Alstom, EMA (Entreprise du Métro d'Alger) and Ferrovial, announced the prolongation of the Memorandum of Understanding which was signed in December 2014 regarding CITAL's activities extension to the engineering, manufacturing and maintenance of intercity trains for Algeria as well as the entry of SNTF1 as a new shareholder of the JV.
1 Société Nationale des Transports Ferroviaires
During the first half of 2015/16, Alstom kept its focus on EHS. The Group maintained its good performance for operations. The Group is also maintaining its effort on the "Alstom Zero Deviation Plan". This programme targets higher-risk activities for employees and contractors in workshops, factories, test facilities and construction sites and will be subject to a comprehensive internal audit programme in the second semester.
Alstom announced its new ambitions on energy efficiency: targeting -20 % for energy consumption of its solutions and -10% for energy intensity of its operations by 2020 versus 2014 baselines.
The CSR organisation has developed some action plans to develop several Sustainable Development initiatives across the organization. Communication with rating agencies has been efficient, allowing Alstom to participate into the DJSI1 World & Europe for the fifth consecutive year.
Alstom Foundation supported over the last semester a batch of projects to help local communities mainly in emerging countries. In the context of the strategic alliance with General Electric, the Board of the Foundation has been renewed to adapt to the future scope of Alstom activities and the selection of new projects has been postponed to January 2016.
1 Dow Jones Sustainability Index (DJSI)
As mentioned in Note 1 of the condensed interim consolidated financial statements, Alstom considers that the conditions for the application of IFRS 5 are met with respect to the plan to sell Energy activities as of 30 September 2015.
The Energy activities classified as held for sale as of 30 September 2014, have been maintained on assets and liabilities held for sale as of 30 September 2015 due to on-going transaction process. The underlying assumptions have since been confirmed through the completion of all conditions precedent on 22 October 2015 and the completion of the deal on 2 November 2015.
For more details on the consequences of the deal on the consolidated financial statements please refer to Note 3 of the condensed interim consolidated financial statements for the half-year ended 30 September 2015.
| in € million | Half Year ended | Half Year ended | % Variation Sept. 15 / Sept. 14 |
|
|---|---|---|---|---|
| 30 Septemb er 2015 |
30 Septemb er 2014 |
Actual | Organic | |
| Order Backlog | 27,719 | 26,933 | 3% | 4% |
| Orders Received | 3,897 | 6,407 | (39%) | (41%) |
| Sales | 3,303 | 3,056 | 8% | 4% |
| Income from operations | 167 | 152 | 10% | 2% |
| Operating Margin | 5.1% | 5.0% | 2% | |
| EBIT | 101 | 6 3 |
60% | |
| Net Profit from continuing operations - Group share | 1 8 |
29 | (38%) | |
| Net Profit from discontinued operations - Group share | (75) | 226 | NA | |
| Net Profit - Group share | (57) | 255 | NA | |
| Free Cash Flow | (1,336) | (1,376) | ||
| Capital Employed | 1,172 | 2,148 | ||
| Net Cash/(Debt) | (4,803) | (3,896) | ||
| Headcount * | 86,831 | 89,868 |
* Headcount include both Continuing and Discontinued operations
| Total Group | Half Year ended 30 Septemb | er 2015 | |||
|---|---|---|---|---|---|
| Actual figures, in € million (except for Headcount) |
Europe | Americas | Asia/Pacific | Middle East/Africa |
Total |
| Orders Received | 2,062 | 834 | 602 | 399 | 3,897 |
| % of contrib | 53% | 21% | 16% | 10% | 100% |
| Sales | 2,025 | 501 | 364 | 413 | 3,303 |
| % of contrib | 61% | 15% | 11% | 13% | 100% |
| Headcount * | 49,359 | 14,525 | 18,264 | 4,683 | 86,831 |
| % of contrib | 57% | 17% | 21% | 5 % |
100% |
| Total Group | Half Year ended 30 Septemb | er 2014 | |||
| Actual figures, in € million (except for Headcount) |
Europe | Americas | Asia/Pacific | Middle East/Africa |
Total |
| Orders Received | 803 | 311 | 470 | 4,823 | 6,407 |
| % of contrib | 13% | 5 % |
7 % |
75% | 100% |
| Sales | 2,166 | 381 | 197 | 312 | 3,056 |
| Actual figures, in € million (except for Headcount) |
Europe | Americas | Asia/Pacific | Middle East/Africa |
Total |
|---|---|---|---|---|---|
| Orders Received | 803 | 311 | 470 | 4,823 | 6,407 |
| % of contrib | 13% | 5 % |
7 % |
75% | 100% |
| Sales | 2,166 | 381 | 197 | 312 | 3,056 |
| % of contrib | 71% | 13% | 6 % |
10% | 100% |
| Headcount * | 51,623 | 15,718 | 18,104 | 4,423 | 89,868 |
| % of contrib | 57% | 18% | 20% | 5 % |
100% |
* Headcount include both Continuing and Discontinued operations
As previously indicated, for the medium term, sales are expected to grow at over 5% per year organically and the operating margin should gradually improve within the 5-7% range. Free cash flow is expected to be in line with net income before Energy activities contribution with possible volatility on short periods.
The following table presents key performance indicators for Transport:
| Transport | % Variation | |||
|---|---|---|---|---|
| Actual figures | Half year ended | Half year ended | Sept. 15/ Sept. 14 | |
| in € million | 30 September 2015 | 30 September 2014 | Actual | Organic |
| Order backlog | 27,649 | 26,822 | 3% | 4% |
| Orders received | 3,896 | 6,404 | (39%) | (41%) |
| Sales | 3,291 | 3,041 | 8% | 4% |
| Income from operations | 184 | 167 | 10% | 3% |
| Operating margin | 5.6% | 5.5% | ||
| EBIT | 107 | 9 3 |
15% | |
| Capital Employed | 1,908 | 2,096 | (9%) |
During the first half of fiscal year 2015/16, orders received by Transport reached a solid level of €3,896 million corresponding to a book-to-bill of 1.2. For a comparison purpose, it should be reminded that the level of the same period last year was boosted by a jumbo contract signed in South Africa for around €4 billion. Major orders were recorded in all regions during this first half of fiscal year 2015/16, including a large locomotive maintenance contract booked in Kazakhstan, the supply of a metro system for Panama and the delivery of freight locomotives in Azerbaijan. Additionally, the Sector was awarded large orders for regional trains in France and in Algeria, as well as for metros in India. Concerning the signalling business, Transport won some major contracts, notably to upgrade the signalling systems of several metro lines in Hong Kong, provide a new integrated train control centre in Canada and supply an important train control system for mainline networks in France.
| Transport | % Variation | |||||
|---|---|---|---|---|---|---|
| Half year ended | % of | Half year ended | % of | Sept. 15/ Sept. 14 | ||
| Actual figures, in € million | 30 September 2015 | contrib | 30 September 2014 | contrib | Actual | Org. |
| Europe | 2,061 | 53% | 800 | 13% | 158% | 156% |
| Americas | 834 | 21% | 311 | 5 % |
168% | 152% |
| Asia/Pacific | 602 | 16% | 470 | 7 % |
28% | 24% |
| Middle East/Africa | 399 | 10% | 4,823 | 75% | (92%) | (92%) |
| Orders by destination | 3,896 | 100% | 6,404 | 100% | (39%) | (41%) |
In Europe, orders received reached €2,061 million during the first half of fiscal year 2015/16, more than twice the level of last year, and accounted for 53% of the total orders received by the Sector. The region was notably driven by two large contracts in Eastern Europe to maintain 200 KZ8A and 95 KZ4AT freight locomotives in Kazakhstan and to supply 50 KZ8A freight locomotives to Azerbaijan. In France, Transport will supply 25 additional Regiolis™ regional trains to Rhône-Alpes
and Midi-Pyrénées regions, ten additional trains for the RER A line of the suburban Paris network as well as a train control system for mainline networks.
Transport recorded €834 million of orders in Americas during the first half of fiscal year 2015/16, compared to €311 million last year. The Sector was awarded a metro project in Panama including 21 Metropolis™ trainsets and a maintenance contract for locomotives in Mexico. In Canada, a contract was signed to provide a new computer-based integrated train control centre for the Greater Toronto and Hamilton Area.
Orders received in Asia/Pacific increased by 24% on an organic basis at €602 million in the first half of fiscal year 2015/16. A major contract was registered in Hong Kong to upgrade the signalling systems of several metro lines and a metro project was awarded in India to provide metro trainsets and a signalling solution for the new metro network of the city of Lucknow.
During the first half of fiscal year 2015/16, Transport recorded €399 million of orders in Middle East/Africa; during the same period last year, a jumbo contract was signed in South Africa for around €4 billion to supply commuter trains and associated maintenance. The Sector was awarded several contracts in Algeria notably for the delivery of 17 CORADIA™ Polyvalent regional trains as well as for the extension of the Constantine tramway system including infrastructures and signalling. Finally, another important contract was signed in Morocco to supply 50 CITADIS™ trams for the new section of the Casablanca tramway line.
| Country | Description |
|---|---|
| Algeria | Supply of 17 CORADIA™ Polyvalent inter-city trains |
| Supply of the integrated system, equipment and signalling solutions for the | |
| Algeria | extension of the Constantine Tramway |
| Azerbaijan | Supply of 50 KZ8A freight locomotives |
| Canada | New computer-based integrated train control centre for the Greater Toronto |
| France | Additional Regiolis (CORADIA™ Polyvalent) trains to French regions |
| France | Supply of ten additional MI09 double-deck trains for the RER A line in Paris |
| France | European Train Control System for mainline networks |
| Hong Kong | Re-signalling and upgrading of the signalling systems of several metro lines |
| India | Supply of 20 Metropolis™ trainsets and Urbalis signalling solution |
| Kazakhstan | Locomotives maintenance |
| Mexico | Locomotives maintenance |
| Morocco | Supply of 50 CITADIS™ trams for the new section of the Casablanca tramway line |
| Supply of an integrated system including 21 Metropolis™ trainsets, Hesop | |
| Panama | reversible substation and Urbalis signalling solution to equip metro Line 2 |
The Transport Sector received the following major orders during the first half of fiscal year 2015/16:
Transport sales reached €3,291 million during the first half of fiscal year 2015/16. On an organic basis, sales traded over the period increased by 4%, driven by continued growth in emerging countries and a solid performance in Europe.
| Transport | % Variation | |||||
|---|---|---|---|---|---|---|
| Half year ended | % of | Half year ended | % of | Sept. 15/ Sept. 14 | ||
| Actual figures, in € million | 30 September 2015 | contrib | 30 September 2014 | contrib | Actual | Org. |
| Europe | 2,020 | 62% | 2,161 | 71% | (7%) | (10%) |
| Americas | 501 | 15% | 381 | 13% | 31% | 30% |
| Asia/Pacific | 364 | 11% | 197 | 6 % |
85% | 70% |
| Middle East/Africa | 406 | 12% | 302 | 10% | 34% | 25% |
| Sales by destination | 3,291 | 100% | 3,041 | 100% | 8 % |
4% |
During the first half of fiscal year 2015/16, Transport recorded €2,020 million sales in Europe, down by 10% organically compared to the same period last year which included a high level of deliveries of intercity trains and high-speed trains in Germany and in Poland. During the current period, major milestones were traded on regional, suburban and very high speed trains in France and on a suburban train contract in Italy. Additionally, several maintenance contracts were executed notably for PENDOLINO™ high-speed trains and metro trains in the United Kingdom as well as for suburban trains in Sweden. The region accounted for 62% of the Sector's total sales during the period.
In Americas, Transport's sales amounted to €501 million, a 30% increase on an organic basis compared to last year, driven by the ongoing execution of metro contracts in Venezuela and Argentina as well as the Porto Maravilha tramway line in Brazil. In the United States of America, the Sector traded several rolling stock renovation contracts and spare parts supplies.
In Asia/Pacific, sales increased by 70% on an organic basis, at €364 million in the first half of fiscal year 2015/16. This growth was mainly due to the deliveries of additional metro cars in Singapore as well as optional X'trapolis™ suburban trains in Australia.
In Middle East/Africa, Transport recorded €406 million of sales during the first half of fiscal year 2015/16, 25% above the level of last year on an organic basis. The level of activity was supported by the ramp-up of the PRASA contract in South Africa, the delivery of very-high speed trains to Morocco and progress made on a tramway system in the United Arab Emirates.
For the first half of fiscal year 2015/16, Transport's income from operations stood at €184 million, a 10% increase compared to the same period last year. The operating margin grew from 5.5% in the first half of fiscal year 2014/15 to 5.6%.
In order to report relevant financial information, the Group has analysed and allocated Corporate costs (internal and external costs, legal costs…) and liabilities (notably provisions for litigations) between continuing operations and discontinued operations in accordance with agreements negotiated with General Electric.
Moreover, "Corporate and Others" includes some Thermal Power, Renewable Power and Grid units which are not part of the transaction and which do not contribute significantly to the Group results.
The following table presents the key figures for Corporate and Others:
| Corporate & Others | ||
|---|---|---|
| Actual figures | Half year ended | Half year ended |
| in € million | 30 Septemb er 2015 |
30 Septemb er 2014 |
| Order backlog | 7 0 |
111 |
| Orders received | 1 | 3 |
| Sales | 1 2 |
1 5 |
| Income from operations | (17) | (15) |
| EBIT | (6) | (30) |
| Capital Employed | (736) | 5 2 |
On June 20, 2014, the Board of Directors of Alstom decided to issue a positive recommendation to General Electric's offer to acquire the Thermal Power, Renewable Power and Grid activities, as well as corporate and shared services ("Energy"). The shareholders approved this transaction on 19 December 2014 with a 99.2% majority. This energy activities are reported in Alstom's consolidated financial statements as discontinued activities.
The following table presents some of the key performance indicators of Energy for the half year 2015/16:
| Energy Actual figures |
Half year ended | Half year ended | % Variation Sept. 15 / Sept. 14 |
|
|---|---|---|---|---|
| in € million | 30 September 2015 | 30 September 2014 | Actual | Organic |
| Order backlog | 26,502 | 28,823 | (8%) | (6%) |
| Orders received | 5,388 | 6,379 | (16%) | (19%) |
| Sales | 6,617 | 6,320 | 5% | 2% |
During the first half of fiscal year 2015/16, Energy orders received amounted to €5,388 million, a decrease of 19% versus last year on a comparable basis. Energy order intake included a contract in the United States of America to supply one steam turbine/one generator and three Heat Recovery Steam Generators (HRSG) and two large Thermal Services orders (one in Japan and the second in Colombia). Energy was also awarded two hydro projects in China and in Latvia, two wind contracts in Brazil and a large High Voltage Direct Current (HVDC) contract to link France and Italy. Finally, Energy got also two large Grid contracts in Saudi Arabia with an extension of a sub-station and the construction of a new 132/33kV sub-station.
Energy received the following major orders during this period:
| Country | Description |
|---|---|
| Brazil | Delivery of 54 ECO 110 & 122 Wind Turbines |
| Brazil | Delivery of 54 ECO 122 Wind Turbines |
| China | Supply of 6×850MW Francis turbines |
| Colombia | Long Term Service Agreement O&M |
| France - Italy |
HVDC contract, Voltage Source Convertors 2×600MW |
| Japan | Gas Turbine Operations & Maintenance (O&M) Service Agreement |
| Latvia | Retrofit of 6×69MW Kaplan turbines |
| Saudi Arabia | Construction of a 132/33 kV substation |
| Saudi Arabia | 380kV Madinah East Extension |
| United States of | Supply of a steam tail 3-1 (1 Steam Turbine/Generator & 3 HRSGs) |
| America |
At €6,617 million, sales booked by Energy during the first half of fiscal year 2015/16 increased by 2% on an organic basis compared to the same period of last year.
In compliance with IFRS 5, the Group has applied the following specific measurements which impact the consolidated financial statements:
As central and shared services are part of Energy transaction, the Group has analyzed and allocated Corporate costs (internal and external costs, legal costs…) and liabilities (notably provisions for litigations) between continuing operations and discontinued operations to report relevant financial information.
For more details on the consequences of the deal on the consolidated financial statements please refer to Note 3 to the condensed interim consolidated financial statements for the half-year ended 30 September 2015.
Free cash flow is defined as net cash provided by operating activities less capital expenditures including capitalised development costs, net of proceeds from disposals of tangible and intangible assets. In particular, free cash flow does not include the proceeds from disposals of activity.
The most directly comparable financial measure to free cash flow calculated and presented in accordance with IFRS is net cash provided by operating activities.
A reconciliation of free cash flow and net cash provided by operating activities is presented below:
| Total Group | ||
|---|---|---|
| in € million | Half year ended 30 September 2015 |
Half year ended 30 September 2014 |
| Net cash provided by operating activities Of which operating flows provided / (used) by discontinued operations |
(1,047) (1,068) |
(1,065) (983) |
| Capital expenditure (including capitalized development costs) | (337) | (320) |
| Proceeds from disposals of tangible and intangible assets Free Cash Flow |
4 8 (1,336) |
9 (1,376) |
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 2015/16, the Group's free cash flow was negative at €(1,336) million compared to €(1,376) million during the same period of the previous year.
The net cash/(debt) is defined as cash and cash equivalents, marketable securities and other current financial assets and non-current financial assets directly associated to liabilities included in financial debt, less financial debt.
The negative free cash flow generated an increase of the Group's net financial debt which stood at €(4,803) million on 30 September 2015.
| Total Group | ||
|---|---|---|
| At 30 September | At 31 March | |
| in € million | 2015 | 2015 |
| Cash and cash equivalents | 1,847 | 1,599 |
| Marketable securities and other current financial assets | 7 7 |
6 1 |
| Financial non-current assets directly associated to financial debt less: |
359 | 383 |
| Current financial debt | 3,925 | 1,998 |
| Non current financial debt | 3,161 | 3,188 |
| Net cash/(debt) | (4,803) | (3,143) |
The following table sets out selected figures concerning the consolidated statement of cash flows:
| Total Group | ||
|---|---|---|
| Half year ended | Year ended | |
| in € million | 30 Septemb er 2015 |
31 March 2015 |
| Net cash provided by operating activities | ||
| before changes in net working capital | 8 2 |
(421) |
| Changes in net working capital resulting from operating activities | (1,129) | 726 |
| Net cash provided b y operating activities |
(1,047) | 305 |
| Of which operating flows provided / (used) by discontinued operations | (1,068) | 163 |
| Net cash used in or provided by investing activities | (392) | (213) |
| Of which investing flows provided / (used) by discontinued operations | (1,343) | 593 |
| Net cash used in financing activities | 1,866 | (336) |
| Of which financing flows provided / (used) by discontinued operations | (825) | (193) |
| Net (decrease)/increase in cash and cash equivalents | 427 | (244) |
| Cash and cash equivalents at the beginning of the period | 1,599 | 2,276 |
| Net effect of exchange rate variations | (78) | 229 |
| Other changes | - | 8 |
| Transfer to assets held for sale | (101) | (670) |
| Cash and cash equivalents at the end of the period | 1,847 | 1,599 |
The Group had a cash and cash equivalents at €1,847 million at 30 September 2015 and a confirmed undrawn credit line of €1,350 million.
Capital employed is defined as the closing position of goodwill, intangible assets, property, plant and equipment, other non-current assets (excluding prepaid pension benefits and financial non-current assets directly associated to financial debt) and current assets (excluding marketable securities and other current financial assets, and cash and cash equivalents) minus non-current provisions and current liabilities excluding current financial debt.
Capital employed by Sector and at Group level are presented in Note 4 to the Condensed Interim Consolidated Financial Statements as of 30 September 2015.
Capital employed is used both for internal analysis purposes as well as for external communication as it provides insight regarding the amount of financial resources employed by a Sector or the Group as a whole and the profitability of a Sector or the Group as a whole in regard to resources employed.
At the end of September 2015, capital employed reached €1,172 million, compared to €857 million at the end of March 2015, mainly due to the change in working capital.
| Total Group | ||
|---|---|---|
| At 30 Septemb er |
At 31 March | |
| in € million | 2015 | 2015 |
| Non current assets | 3,373 | 3,356 |
| less deferred tax assets | (715) | (732) |
| less non-current assets directly associated to financial debt | (359) | (383) |
| less prepaid pension benefits | (5) | (8) |
| Capital employed - non current assets (A) | 2,294 | 2,233 |
| Current assets | 8,225 | 8,462 |
| less cash & cash equivalents | (1,847) | (1,599) |
| less marketable securities and other current financial assets | (77) | (61) |
| Capital employed - current assets (B) | 6,301 | 6,802 |
| Current liabilities | 11,115 | 9,893 |
| less current financial debt | (3,925) | (1,998) |
| plus non current provisions | 233 | 283 |
| Capital employed - liabilities (C) | 7,423 | 8,178 |
| Capital emp loyed (A)+(B)-(C) |
1,172 | 857 |
Figures presented in this section include performance indicators presented on an actual basis and on an organic basis. Figures given on an organic basis eliminate the impact of changes in scope of consolidation and changes resulting from the translation of the accounts into Euro following the variation of foreign currencies against the Euro.
The Group uses figures prepared on an organic basis both for internal analysis and for external communication, as it believes they provide means to analyse and explain variations from one period to another. However these figures are not measurements of performance under IFRS.
To prepare figures on an organic basis, the figures presented on an actual basis are adjusted as follows:
Figures on an organic basis are presented in the table shown next page.
| | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Half year ended 30 Septemb | er 2014 | Half year ended 30 Septemb | er 2015 | ||||||
| % Var Act. | % Var Org | ||||||||
| Actual | Exchange | Scope | Comp arab le |
Actual | Scope | Organic | Sept. 15/ | Sept. 15/ | |
| in € million | figures | rate | imp act |
Figures | figures | Imp act |
figures | Sept. 14 | Sept. 14 |
| Transport | 26,822 | (288) | (99) | 26,435 | 27,649 | (130) | 27,519 | 3% | 4% |
| Corporate & Others | 111 | (14) | - | 9 7 |
7 0 |
- | 7 0 |
(37%) | (28%) |
| Orders b acklog |
26,933 | (302) | (99) | 26,532 | 27,719 | (130) | 27,589 | 3% | 4% |
| Transport | 6,404 | 177 | - | 6,581 | 3,896 | - | 3,896 | (39%) | (41%) |
| Corporate & Others | 3 | 1 | - | 4 | 1 | - | 1 | (67%) | (75%) |
| Orders Received | 6,407 | 178 | - | 6,585 | 3,897 | - | 3,897 | (39%) | (41%) |
| Transport | 3,041 | 7 2 |
(1) | 3,112 | 3,291 | (42) | 3,249 | 8% | 4% |
| Corporate & Others | 1 5 |
1 | - | 1 6 |
1 2 |
- | 1 2 |
(20%) | (25%) |
| Sales | 3,056 | 7 3 |
(1) | 3,128 | 3,303 | (42) | 3,261 | 8 % |
4% |
| Transport | 167 | 1 3 |
- | 180 | 184 | 1 | 185 | 10% | 3% |
| Corporate & Others | (15) | - | - | (15) | (17) | - | (17) | 13% | 13% |
| Income from Operations | 152 | 1 3 |
- | 165 | 167 | 1 | 168 | 10% | 2% |
| Transport | 5.5% | 5.8% | 5.6% | 5.7% | |||||
| Corporate & Others | |||||||||
| Operating margin | 5.0% | 5.3% | 5.1% | 5.2% | |||||
| Sales | 3,056 | 7 3 |
(1) | 3,128 | 3,303 | (42) | 3,261 | 8% | 4% |
| Cost of sales | (2,599) | (57) | 1 | (2,654) | (2,835) | 4 2 |
(2,793) | 9% | 5% |
| (*) R&D expenses |
(59) | - | - | (59) | (58) | - | (58) | (2%) | (2%) |
| Selling expenses | (94) | (2) | - | (96) | (90) | - | (90) | (4%) | (6%) |
| Administrative expenses | (152) | (1) | - | (153) | (153) | 1 | (152) | 1% | (1%) |
| Income from Operations | 152 | 1 3 |
- | 165 | 167 | 1 | 168 | 10% | 2% |
(*) includes the reclassification of sustaining costs from Cost of Sales to Research and Development for respectively €(11) million as of 30 September 2015 and €(9) million as of 30 September 2014
Legal risks are described in Note 25 of the Condensed Interim Consolidated Financial Statements as of 30 September 2015. Financial risks (currency, credit, interest rate and liquidity) and their management are described in Note 23 of the Condensed Interim Consolidated Financial Statements as of 30 September 2015 and in Note 27 of the Consolidated Financial Statements as of 31 March 2015 and the other risk factors are described in the Registration Document for the fiscal year 2014/15 filed with the Autorité des Marchés Financiers on 21 May 2015.
ALSTOM, the Group's parent company, has no industrial or commercial activity and consequently its revenues include mainly fees invoiced to its subsidiaries for the use of the Alstom name, dividends and other financial income.
Net profit amounted to €125 million for the first half of fiscal year 2015/16, compared to €99 million for the first half of fiscal year 2014/15.
During the first semester of fiscal year 2015/16, there was no new significant transaction with related parties. Related parties are presented in Note 26 of the Condensed Interim Consolidated Financial Statements as of 30 September 2015.
Condensed interim consolidated financial statements, Half-year ended 30 September 2015
| Half-year ended | Year ended | |||
|---|---|---|---|---|
| (in € million) | Note | 30 Septemb er 2015 |
30 Septemb er 2014 |
31 March 2015 |
| Sales | (4) | 3,303 | 3,056 | 6,163 |
| Cost of sales* | (2,835) | (2,599) | (5,213) | |
| Research and development expenses** | (5) | (58) | (59) | (136) |
| Selling expenses | (90) | (94) | (199) | |
| Administrative expenses | (153) | (152) | (297) | |
| Income from operations | (4) | 167 | 152 | 318 |
| Other income | (6) | 37 | 4 | 4 |
| Other expense | (6) | (103) | (93) | (943) |
| Earnings b efore interest and taxes |
(4) | 101 | 6 3 |
(621) |
| Financial income | (7) | 4 9 |
7 1 |
109 |
| Financial expense | (7) | (135) | (127) | (246) |
| Pre-tax income | 1 5 |
7 | (758) | |
| Income tax charge | (8) | (2) | (11) | 8 |
| Share of net income of equity-accounted investments | (12) | 1 3 |
39 | (64) |
| Net profit from continuing operations | (4) | 2 6 |
3 5 |
(814) |
| Net profit from discontinued operations | (4) | (74) | 228 | 113 |
| NET PROFIT | (48) | 263 | (701) | |
| Net profit from continuing operations attributable to: | ||||
| - Equity holders of the parent | 1 8 |
29 | (823) | |
| - Non controlling interests | 8 | 6 | 9 | |
| Net profit from discontinued operations attributable to: | ||||
| - Equity holders of the parent | (75) | 226 | 104 | |
| - Non controlling interests | 1 | 2 | 9 | |
| Earnings per share (in €) | ||||
| - Basic earnings per share | (9) | (0.18) | 0.82 | (2.32) |
| - Diluted earnings per share | (9) | (0.18) | 0.82 | (2.31) |
| Earnings per share (in €) | ||||
| - Basic earnings per share from continuing operations | (9) | 0.06 | 0.09 | (2.66) |
| - Diluted earnings per share from continuing operations | (9) | 0.06 | 0.09 | (2.65) |
| Earnings per share (in €) | ||||
| - Basic earnings per share from discontinued operations | (9) | (0.24) | 0.73 | 0.34 |
| - Diluted earnings per share from discontinued operations | (9) | (0.24) | 0.72 | 0.33 |
* Impacts related to first application of IFRIC21 are detailed in Note 2
** includes the reclassification of sustaining costs from Cost of Sales to Research and Development for respectively €(11) million as of 30 September 2015, €(9) million as of 30 September 2014, €(24) million as of 31 March 2015
| Half-year ended | Year ended | |||
|---|---|---|---|---|
| (in € million) | Note | 30 Septemb er 2015 |
30 Septemb er 2014 |
31 March 2015 |
| Net profit recognised in income statement | (48) | 263 | (701) | |
| Remeasurement of post-employment benefits obligations | (21) | (189) | (183) | (598) |
| Income tax relating to items that will not be reclassified to profit or loss | 4 3 |
5 2 |
9 9 |
|
| Items that will not b e reclassified to profit or loss |
(146) | (131) | (499) | |
| of which from equity-accounted investments | (12) | - | - | - |
| Fair value adjustments on available-for-sale assets | (13) | - | 20 | (1) |
| Fair value adjustments on cash flow hedge derivatives | 7 | (3) | (34) | |
| Currency translation adjustments | (298) | 171 | 304 | |
| Income tax relating to items that may be reclassified to profit or loss | (2) | 1 | 6 | |
| Items that may b e reclassified to profit or loss |
(293) | 189 | 275 | |
| of which from equity-accounted investments | (12) | (126) | 9 9 |
(80) |
| Other comp rehensive income |
(439) | 5 8 |
(224) | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | (487) | 321 | (925) | |
| Attributable to: | ||||
| - Equity holders of the parent | (486) | 312 | (954) | |
| - Non controlling interests | (1) | 9 | 29 |
| At 30 Septemb er |
At 31 March | ||
|---|---|---|---|
| (in € million) | Note | 2015 | 2015 |
| Goodwill | (10) | 746 | 688 |
| Intangible assets | (10) | 399 | 444 |
| Property, plant and equipment | (11) | 714 | 656 |
| Investments in joint-ventures and associates | (12) | 298 | 327 |
| Non consolidated investments | (13) | 38 | 36 |
| Other non-current assets | (14) | 463 | 473 |
| Deferred taxes | 715 | 732 | |
| Total non-current assets | 3,373 | 3,356 | |
| Inventories | (15) | 893 | 821 |
| Construction contracts in progress, assets | (16) | 2,351 | 2,554 |
| Trade receivables | 1,436 | 1,470 | |
| Other current operating assets | (17) | 1,621 | 1,957 |
| Marketable securities and other current financial assets | 7 7 |
6 1 |
|
| Cash and cash equivalents | 1,847 | 1,599 | |
| Total current assets | 8,225 | 8,462 | |
| Assets held for sale | (3) | 21,693 | 21,415 |
| TOTAL ASSETS | 33,291 | 33,233 |
| TOTAL ASSETS | 33,291 | 33,233 | |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| At 30 Septemb er |
At 31 March | ||
| (in € million) | Note | 2015 | 2015 |
| Equity attributable to the equity holders of the parent | (19) | 3,658 | 4,134 |
| Non controlling interests | 8 6 |
9 0 |
|
| Total equity | 3,744 | 4,224 | |
| Non-current provisions | (20) | 233 | 283 |
| Accrued pension and other employee benefits | (21) | 437 | 461 |
| Non-current borrowings | (22) | 2,847 | 2,847 |
| Non-current obligations under finance leases | (22) | 314 | 341 |
| Deferred taxes | 1 3 |
1 1 |
|
| Total non-current liab ilities |
3,844 | 3,943 | |
| Current provisions | (20) | 991 | 1,031 |
| Current borrowings | (22) | 3,860 | 1,947 |
| Current obligations under finance leases | (22) | 6 5 |
5 1 |
| Construction contracts in progress, liabilities | (16) | 3,179 | 3,455 |
| Trade payables | 1,027 | 917 | |
| Other current operating liabilities | (24) | 1,993 | 2,492 |
| Total current liab ilities |
11,115 | 9,893 | |
| Liabilities related to assets held for sale | (3) | 14,588 | 15,173 |
| TOTAL EQUITY AND LIABILITIES | 33,291 | 33,233 |
| INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS | ||||
|---|---|---|---|---|
| Half-year ended | Year ended | |||
| 30 Septemb er |
30 Septemb er |
|||
| (in € million) | Note | 2015 | 2014 | 31 March 2015 |
| Net profit | (48) | 263 | (701) | |
| Depreciation, amortisation, expense arising from share-based payments and others | 267 | 194 | 311 | |
| Post-employment and other long-term defined employee benefits | (6) | (7) | 25 | |
| Net (gains)/losses on disposal of assets | 22 | (278) | (242) | |
| Share of net income (loss) of equity-accounted investments (net of dividends received) | (12) | - | (3) | 109 |
| Deferred taxes charged to income statement | (153) | 8 0 |
7 7 |
|
| Net cash provided b y operating activities - b efore changes in working capital |
8 2 |
249 | (421) | |
| Changes in working capital resulting from operating activities (2) | (18) | (1,129) | (1,314) | 726 |
| Net cash provided b y/(used in) operating activities |
(1,047) | (1,065) | 305 | |
| Of which operating flows provided / (used) by discontinued operations (2) | (1,068) | (983) | 163 | |
| Proceeds from disposals of tangible and intangible assets | 4 8 |
9 | 22 | |
| Capital expenditure (including capitalised R&D costs) | (337) | (320) | (756) | |
| Increase/(decrease) in other non-current assets | (13) | (31) | (52) | |
| Acquisitions of businesses, net of cash acquired | (26) | (20) | (50) | |
| Disposals of businesses, net of cash sold | (64) | 646 | 623 | |
| Net cash provided b y/(used in) investing activities |
(392) | 284 | (213) | |
| Of which investing flows provided / (used) by discontinued operations | (1,343) | 324 | 593 | |
| Capital increase/(decrease) including non controlling interests | 6 | 1 2 |
1 5 |
|
| Dividends paid including payments to non controlling interests | (8) | (9) | (10) | |
| Issuances of bonds & notes | (22) | - | - | - |
| Repayments of bonds & notes issued | - | (722) | (780) | |
| Changes in current and non-current borrowings | 1,963 | 628 | 471 | |
| Changes in obligations under finance leases | (16) | (22) | (39) | |
| Changes in marketable securities and other current financial assets and liabilities | (79) | (28) | 7 | |
| Net cash provided b y/(used in) financing activities |
1,866 | (141) | (336) | |
| Of which financing flows provided / (used) by discontinued operations | (825) | (366) | (193) | |
| Net increase/(decrease) in cash and cash equivalents | 427 | (922) | (244) | |
| Cash and cash equivalents at the beginning of the period | 1,599 | 2,276 | 2,276 | |
| Net effect of exchange rate variations | (78) | 6 2 |
229 | |
| Other changes | - | (5) | 8 | |
| Transfer to assets held for sale | (101) | (384) | (670) | |
| Cash and cash equivalents at the end of the period | 1,847 | 1,027 | 1,599 | |
| Income tax paid | (162) | (173) | (249) | |
| Net of interests paid & received | (50) | (80) | (238) |
| Net of interests paid & received | (50) | (80) | (238) |
|---|---|---|---|
| Half-year ended | Year ended | ||
| 30 Septemb er |
30 Septemb er |
||
| (in € million) | 2015 | 2014 | 31 March 2015 |
| Net cash/(deb t) variation analysis (1) |
|||
| Changes in cash and cash equivalents | 427 | (922) | (244) |
| Changes in marketable securities and other current financial assets and liabilities | 7 9 |
28 | (7) |
| Changes in bonds and notes | - | 722 | 780 |
| Changes in current and non-current borrowings | (1,963) | (628) | (471) |
| Changes in obligations under finance leases | 1 6 |
22 | 39 |
| Transfer to assets held for sale | (470) | (18) | (387) |
| Net debt of acquired entities at acquisition date and other variations | 251 | (62) | 185 |
| Decrease/(increase) in net debt | (1,660) | (858) | (105) |
| Net cash/(deb t) at the b eginning of the period |
(3,143) | (3,038) | (3,038) |
| Net cash/(deb t) at the end of the period |
(4,803) | (3,896) | (3,143) |
(1) The net cash/(debt) is defined as cash and cash equivalents, marketable securities and other current financial assets and non-current financial assets directly associated to liabilities included in financial debt (see Note 14), less financial debt (see Note 22).
(2) Includes the impact of the assigned receivables that were derecognized in the amount of €124 million, as described in Note 3 as at 30 September 2015.
| Equity attrib utab le |
||||||||
|---|---|---|---|---|---|---|---|---|
| Numb er of |
Additional | Other | to the equity | |||||
| (in € million, | outstanding | paid-in | Retained | comp rehensive |
holders of the | Non controlling | ||
| except for number of shares) | shares | Capital | capital | earnings | income | parent | interests | Total equity |
| At 31 March 2014 | 308,702,146 | 2,161 | 876 | 3,964 | (1,957) | 5,044 | 6 5 |
5,109 |
| Movements in other comprehensive income | - | - | - | - | 5 7 |
5 7 |
1 | 5 8 |
| Net income for the period | - | - | - | 255 | - | 255 | 8 | 263 |
| Total comp rehensive income |
- | - | - | 255 | 5 7 |
312 | 9 | 321 |
| Change in controlling interests and others | 39 | - | - | (2) | 1 8 |
1 6 |
5 | 21 |
| Dividends paid | - | - | - | - | - | - | (9) | (9) |
| Issue of ordinary shares under long term incentive plans | 676,665 | 5 | 1 | (3) | - | 3 | - | 3 |
| Recognition of equity settled share-based payments | - | - | - | 4 | - | 4 | - | 4 |
| At 30 Septemb er 2014 |
309,378,850 | 2,166 | 877 | 4,218 | (1,882) | 5,379 | 7 0 |
5,449 |
| At 31 March 2015 | 309,792,497 | 2,169 | 879 | 3,257 | (2,171) | 4,134 | 9 0 |
4,224 |
| Movements in other comprehensive income | - | - | - | - | (429) | (429) | (10) | (439) |
| Net income for the period | - | - | - | (57) | - | (57) | 9 | (48) |
| Total comp rehensive income |
- | - | - | (57) | (429) | (486) | (1) | (487) |
| Change in controlling interests and others | - | - | - | (2) | - | (2) | 4 | 2 |
| Dividends paid | - | - | - | - | - | - | (7) | (7) |
| Issue of ordinary shares under long term incentive plans | 447,249 | 3 | 4 | (2) | - | 5 | - | 5 |
| Recognition of equity settled share-based payments | - | - | - | 7 | - | 7 | - | 7 |
| At 30 Septemb er 2015 |
310,239,746 | 2,172 | 883 | 3,203 | (2,600) | 3,658 | 8 6 |
3,744 |
| Note 1. | Major events | 33 |
|---|---|---|
| Note 2. | Accounting policies |
36 |
| Note 3. | Assets held for sale and discontinued operations | 39 |
| Note 4. | Segment information |
42 |
| Note 5. | Research and development expenditure |
46 |
| Note 6. | Other income and other expense | 46 |
| Note 7. | Financial income (expense) | 47 |
| Note 8. | Taxation | 48 |
| Note 9. | Earnings per share | 48 |
| Note 10. | Goodwill and intangible assets | 49 |
| Note 11. | Property, plant and equipment | 50 |
| Note 12. | Investments in Joint Ventures and Associates | 50 |
| Note 13. | Non-consolidated investments | 54 |
| Note 14. | Other non-current assets | 55 |
| Note 15. | Inventories | 55 |
| Note 16. |
Construction contracts in progress | 56 |
| Note 17. | Other current operating assets | 56 |
| Note 18. | Working capital |
57 |
| Note 19. | Equity |
57 |
| Note 20. | Provisions | 58 |
| Note 21. | Post-employment and other long-term defined employee benefits | 59 |
| Note 22. | Financial debt |
61 |
| Note 23. |
Financial instruments and financial risk management | 62 |
| Note 24. | Other current operating liabilities | 64 |
| Note 25. | Contingent liabilities and disputes | 65 |
| Note 26. | Related parties | 73 |
| Note 27. |
Subsequent events | 74 |
| Note 28. | Major companies included in the scope of consolidation | 75 |
| 31/81 |
Alstom ("the Group") serves the rail transport market through its Transport Sector and the power generation and transmission markets through its Thermal Power, Renewable Power and Grid activities ("Energy activities"). The Group designs, supplies, and services a complete range of technologically-advanced products and systems for its customers, and possesses a unique expertise in systems integration and through life maintenance and services.
The operational activities of the Group are organized as follow:
The Transport Sector is one of the global leaders in rail transport equipments, systems, services, and signalling for urban, suburban, regional and mainline passenger transportation, as well as for freight transportation. Its products, which constitute one of the most complete and integrated product offerings on the market today, together with its position as a technological leader, place Alstom in a unique position through which it is able to benefit from the worldwide growth of the rail transport market.
Thermal Power and Renewable Power provide equipment and services for integrated power plant solutions for a variety of energy sources, including steam, hydro, coal, gas, nuclear steam, wind, and other forms of renewable energy.
Grid offers Transmission & Distribution solutions to support the build-out of the power grid in emerging economies and replacement of aging electrical infrastructure.
The condensed interim consolidated financial statements are presented in euro and have been authorized for issue by the Board of Directors held on 4 November 2015.
Effective 2 November 2015, Alstom and General Electric have completed the transaction presented hereafter. For further detail on closing, please refer to Note 27 "subsequent events".
On 26 April 2014, the Board of Directors of Alstom received from General Electric an offer, updated on 20 June 2014, to acquire its Energy activities. The Alstom's Board of Directors unanimously decided to issue a positive recommendation on the General Electric's offer. The global transaction includes the following:
The disposal of Energy activities to General Electric simultaneously to the investment by Alstom in three Joint alliances (Grid, Renewables and Global Nuclear & French Steam) and the acquisition of General Electric's Signalling Business lead to a net cash proceed of €7.1 billion. This net cash proceed is consistent with the €12.35 billion price related to the sole sale of Energy activities (including €1.9 billion of cash existing in Energy scope at 31 March 2014), the subsequent adjustments including the commercial agreements signed in December 2014 (leading to an additional consideration of circa €0.4 billion) and the price reduction approved by Alstom board in July 2015 (€0.3 billion), the reinvestment at respectively €2.4 billion and €0.7 billion in the joint alliances and General Electric's Signalling business and deal costs of circa €0.3 billion.
On 2 November 2015, General Electric definitively acquired the Thermal Power, Renewable Power and Grid activities as well as central and shared services (legal entities Alstom and Alstom Holdings have not be disposed) (the "Energy Business").
By taking over Alstom's Energy activities, General Electric undertook to take on all assets as well as all liabilities and risks exclusively or predominantly associated with the Energy Business.
The completion of the transaction was subject to a limited number of conditions precedent, which essentially covered works council consultation, receipt of authorizations required from a
regulatory and merger control standpoint, as well as the approval of the transaction by Alstom's shareholders obtained on 19 December 2014.
On 22 October, the last condition precedent was met for assets corresponding to at least 85% of the turnover of all the entities subject to the sale, leading the parties to complete the transaction, consistently with the Master Purchase Agreement. The remainder entities in a limited number of countries would be transferred in successive stages; provided there would be no violation of applicable law to do so and represent a turnover of around €300 million (please refer to Note 27).
In the framework of the acquisition of Energy activities by General Electric, three alliances are created:
The investment by Alstom in these alliances amounts to circa €2.4 billion. The future joint venture companies will be accounted for under equity method in Alstom's consolidated financial statements.
Furthermore, Alstom has liquidity rights through a put option on its shares to General Electric with a minimum guaranteed price.
General Electric is selling to Alstom most of its signalling business for circa €700 million, with 1,200 employees. Both parties signed several collaboration agreements including a service agreement for General Electric locomotives outside of the United States of America, Research and Development, sourcing and manufacturing and commercial support in the United States of America.
Due to the transaction closing date as of 2 November, the Group is not yet in a position to disclose additional information.
Following the closing of this global transaction with General Electric a public share buy-back offer (offre publique de rachat d'actions) of €3.2 billion will be submitted to shareholders' approval in a shareholders' meeting which will be called before the year-end.
With this transaction, Alstom is refocused on its Transport activities and on its Energy alliances with General Electric.
The Energy activities, classified as held for sale as of 30 September 2014, have been maintained on assets and liabilities held for sale on 30 September 2015 due to on-going transaction process. The underlying assumptions have since been confirmed through the completion of all conditions precedent on 22 October 2015 and the closing of the deal on 2 November 2015.
In the interim consolidated financial statements, the activities being disposed are reported as follows:
At the date of the disposal, the capital gain as well as the related tax impact will be recognized under the line "Net profit from discontinued operations". The disposal value will significantly exceed the carrying value of the net assets held for sale (see Note 27).
On 27 May 2015, Alstom has signed an agreement to buy Balfour Beatty's share of Signalling Solutions Ltd (SSL), a 50-50 joint-venture between Alstom and Balfour Beatty established in 2007 to provide advanced Signalling solutions to the UK and Ireland's rail sectors.
The transaction was performed for a total consideration of €31 million (comprising a cash payment of €25 million paid on the date of acquisition of control and a potential earn-out of €6 million), for a net equity 100% of €(26) million, as of the acquisition date.
Accordingly, SSL was equity accounted up to the date of acquisition of control and fully consolidated thereafter in accordance with the provisions of IFRS 3R, Business Combinations. Work on the valuation of SSL's assets and liabilities, as required by IFRS 3R, is in progress. The purchase price allocation exercise will be finalized within the 12 months following the acquisition date.
Alstom condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations published by the International Accounting Standards Board (IASB), endorsed by the European Union and which application was mandatory as at 1 April 2015.
The full set of standards endorsed by the European Union can be consulted on the website of the European Commission at:
http://ec.europa.eu/internal_market/accounting/ias/index_en.htm
Alstom condensed interim consolidated financial statements for the half-year ended 30 September 2015 are presented and have been prepared in accordance with IAS 34, Interim Financial Reporting. The standard provides that condensed interim financial statements do not
include all the information required under IFRS for the preparation of annual consolidated financial statements. These condensed interim consolidated financial statements must therefore be read in conjunction with the Group's consolidated financial statements as at 31 March 2015.
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 2015 and described in Note 2 to the consolidated financial statements for the year ended 31 March 2015, except:
The tax expense is determined by applying the Group's projected effective tax rate for the whole financial year to the pre-tax income of the interim period.
The net liability on post-employment and on other long term employee defined benefits is calculated on a year to date basis, using the latest valuation as at the previous financial year closing date. Adjustments of actuarial assumptions are performed on main contributing areas (euro zone, Switzerland, United Kingdom and the United States of America) if significant fluctuations or one-time events have occurred during the six-month period. The fair value of main plan assets is reviewed at 30 September 2015.
IFRIC 21, levies provides interpretative guidance on the accounting for an obligation to pay a levy (tax contribution) based on the recognition criteria in IAS 37, Provisions, Contingent Liabilities and Contingent Assets.
This interpretation states that a liability to pay a levy must be recognized only when the obligating event in accordance with the relevant legislation has occurred.
The Group applied, for the first time, IFRIC 21 from 1 April 2015 and the effects as of 30 September 2015 are a reduction of costs of sales of €4 million before tax with €(1) million of income tax associated impact.
For prior periods:
a reduction of costs of sales of €4 million before tax would have been recognized as of 30 September 2014, together with an associated income tax impact of €(1) million;
there was no significant impact on the income statement and balance sheet as of 31 March 2015 and no impact on "net cash provided by operating activities" of the cash-flow statement.
The other amendments effective as of 1 April 2015 do not have any material impact on the Group's consolidated financial statements.
2.4.1 New standards and interpretations endorsed by the European Union not yet mandatorily applicable
There is no new standard and interpretations endorsed by the European Union and not yet mandatorily applicable.
The potential impacts of these new pronouncements are currently being analyzed.
As mentioned in Note 1, Alstom considers that the conditions for the application of IFRS 5 are met with respect to the plan to sell Energy activities as of 30 September 2015.
The Energy activities classified as held for sale as of 30 September 2014, have been maintained on assets and liabilities held for sale as of 30 September 2015 due to on-going transaction process. The underlying assumptions have since been confirmed through the completion of all conditions precedent on 22 October 2015 and the closing of the deal on 2 November 2015.
In compliance with IFRS 5, the Group has applied the following specific measurements which impact the consolidated financial statements:
As central and shared services are part of Energy transaction, the Group has analyzed and allocated Corporate costs (internal and external costs, legal costs…) and liabilities (notably provisions for litigations) between continuing operations and discontinued operations to report relevant financial information.
| Half-year ended | Year ended | ||
|---|---|---|---|
| (in € million) | 30 September 2015 | 30 September 2014 | 31 March 2015 |
| Sales | 6,617 | 6,320 | 13,330 |
| Pre-tax income | (68) | 417 | 454 |
| Income tax charge | (5) | (191) | (343) |
| Share of net income of equity-accounted investments | (1) | 1 | 2 |
| NET PROFIT FROM DISCONTINUED OPERATIONS | (74) | 228 | 113 |
As at 30 September 2015, the IFRS 5 impacts are the following:
Other impacts specifically linked to the transaction with General Electric in the interim consolidated income statement include:
| (in € million) | At 30 Septemb er 2015 |
31 March 2015 |
|---|---|---|
| Goodwill | 4,656 | 4,690 |
| Intangible assets | 1,941 | 1,824 |
| Property, plant and equipment | 2,721 | 2,786 |
| Investments in joint-ventures and associates | 7 9 |
8 6 |
| Non consolidated investments | 117 | 118 |
| Other non-current assets | 131 | 127 |
| Deferred taxes | 1,138 | 1,043 |
| Total non-current assets | 10,783 | 10,674 |
| Inventories | 2,503 | 2,352 |
| Construction contracts in progress, assets | 1,736 | 1,734 |
| Trade receivables | 3,142 | 3,172 |
| Other current operating assets | 2,719 | 2,809 |
| Marketable securities and other current financial assets | 39 | 4 |
| Total current assets | 10,139 | 10,071 |
| Cash and cash equivalents | 771 | 670 |
| TOTAL ASSETS HELD FOR SALE | 21,693 | 21,415 |
| (in € million) | At 30 Septemb er 2015 |
31 March 2015 |
| Non-current provisions | 510 | 491 |
|---|---|---|
| Accrued pension and other employee benefits | 1,921 | 1,761 |
| Deferred taxes | 9 4 |
130 |
| Total non-current liab ilities (excluding financial deb t) |
2,525 | 2,382 |
| Current provisions | 720 | 695 |
| Construction contracts in progress, liabilities | 5,317 | 5,702 |
| Trade payables | 2,969 | 3,439 |
| Other current operating liabilities | 2,717 | 2,668 |
| Total current liab ilities (excluding financial deb t) |
11,723 | 12,504 |
| Financial deb t |
340 | 287 |
| TOTAL LIABILITIES RELATED TO ASSETS HELD FOR SALE | 14,588 | 15,173 |
The disposal value will significantly exceed the carrying value of net assets held for sale.
| Year ended | |
|---|---|
| (in € million) | 30 September 2015 |
| Operating flows provided / (used) by discontinued operations | (1,068) |
| Investing flows provided / (used) by discontinued operations | (1,343) |
| Financing flows provided / (used) by discontinued operations | (825) |
The Group entered into factoring programs to finance trade receivables. Energy subsidiaries transferred trade receivables as at September 2015, among which €124 million were eligible for de-recognition under IAS 39, which were part of the operating flows provided/used by operating activities.
Investing flows include primarily the followings:
Financing flows include:
Financing flows do not include internal loans/borrowings, considered as cash and cash equivalent.
The total outstanding bonding guarantees related to Energy contracts, issued by banks or insurance companies, amounts to €11.1 billion as at 30 September 2015 (€11.9 billion as at 31 March 2015).
Operating segments used to present segment information are identified on the basis of internal reports used by the Chief Executive Officer (CEO) - the Group's chief operating decisions maker with the meaning of IFRS 8 - to allocate resources to the segments and assess their performance. Pursuant to IFRS 5, the Energy activities (Thermal Power, Renewable Power, Grid and central and shared services excluding Alstom SA and Alstom Holdings), which are discontinued operations as at 30 September 2015, are no longer reported as operating segments but are presented as "Discontinued Sectors".
| Corporate & | Discontinued | ||||
|---|---|---|---|---|---|
| (in € million) | Transport | Others (1) | Sectors | Eliminations | Total |
| Sales | 3,294 | 1 2 |
(3) | 3,303 | |
| Inter Sector eliminations | (3) | - | 3 | - | |
| Total Sales | 3,291 | 1 2 |
- | 3,303 | |
| Income (loss) from operations | 184 | (17) | - | 167 | |
| Earnings b efore interest and taxes |
107 | (6) | - | 101 | |
| Financial income (expense) | (86) | ||||
| Income tax | (2) | ||||
| Share of net income of equity-accounted investments | 1 3 |
||||
| Net profit from continuing operations | 2 6 |
||||
| Net profit from discontinued operations (2) | (74) | (74) | |||
| NET PROFIT | (48) | ||||
| Capital expenditure | (78) | - | (259) | - | (337) |
| Depreciation and amortisation in EBIT | 151 | 1 | - | - | 152 |
(1) Corporate costs were allocated between Discontinued Sectors and Corporate & Others (continuing operations) (see Note 3.1)
(2) See Note 3 "Assets held for sale and discontinued operations".
| Corporate & | Discontinued | ||||
|---|---|---|---|---|---|
| (in € million) | Transport | Others (1) | Sectors | Eliminations | Total |
| Sales | 3,045 | 1 5 |
(4) | 3,056 | |
| Inter Sector eliminations | (4) | - | 4 | - | |
| Total Sales | 3,041 | 1 5 |
- | 3,056 | |
| Income (loss) from operations | 167 | (15) | - | 152 | |
| Earnings b efore interest and taxes |
9 3 |
(30) | - | 6 3 |
|
| Financial income (expense) | (56) | ||||
| Income tax | (11) | ||||
| Share of net income of equity-accounted investments | 39 | ||||
| Net profit from continuing operations | 3 5 |
||||
| Net profit from discontinued operations (2) | 228 | 228 | |||
| NET PROFIT | 263 | ||||
| Capital expenditure | (65) | (1) | (254) | - | (320) |
| Depreciation and amortisation in EBIT | 6 8 |
1 | 9 6 |
- | 165 |
(1) Corporate costs were allocated between Discontinued Sectors and Corporate & Others (continuing operations) (see Note 3.1)
(2) See Note 3 "Assets held for sale and discontinued operations".
| Corporate & | |||
|---|---|---|---|
| (in € million) | Transport | Others | Total |
| Segment assets (1) | 7,603 | 992 | 8,595 |
| Deferred taxes (assets) | 715 | ||
| Prepaid employee defined benefit costs | 5 | ||
| Financial assets | 2,283 | ||
| Assets held for sale (4) | 21,693 | ||
| TOTAL ASSETS | 33,291 | ||
| Segment liabilities (2) | 5,695 | 1,728 | 7,423 |
| Deferred taxes (liabilities) | 1 3 |
||
| Accrued employee defined benefit costs | 437 | ||
| Financial debt | 7,086 | ||
| Total equity | 3,744 | ||
| Liabilities related to assets held for sale (4) | 14,588 | ||
| TOTAL EQUITY AND LIABILITIES | 33,291 | ||
| Capital emp loyed (3) |
1,908 | (736) | 1,172 |
(1) Segment assets are defined as the sum of goodwill, intangible assets, property, plant and equipment, equity-accounted investments and other investments, other non-current assets (other than those related to financial debt and to employee defined benefit plans), inventories, construction contracts in progress assets, trade receivables and other operating assets.
(2) Segment liabilities are defined as the sum of non-current and current provisions, construction contracts in progress liabilities, trade payables and other operating liabilities.
(3) Capital employed corresponds to segment assets minus segment liabilities.
(4) See Note 3 "Assets held for sale and discontinued operations".
| Corporate & | |||
|---|---|---|---|
| (in € million) | Transport | Others | Total |
| Segment assets (1) | 7,655 | 1,380 | 9,035 |
| Deferred taxes (assets) | 732 | ||
| Prepaid employee defined benefit costs | 8 | ||
| Financial assets | 2,043 | ||
| Assets held for sale | 21,415 | ||
| TOTAL ASSETS | 33,233 | ||
| Segment liabilities (2) | 5,883 | 2,295 | 8,178 |
| Deferred taxes (liabilities) | 1 1 |
||
| Accrued employee defined benefit costs | 461 | ||
| Financial debt | 5,186 | ||
| Total equity | 4,224 | ||
| Liabilities related to assets held for sale (4) | 15,173 | ||
| TOTAL EQUITY AND LIABILITIES | 33,233 | ||
| Capital employed (3) | 1,772 | (915) | 857 |
(1) Segment assets are defined as the sum of goodwill, intangible assets, property, plant and equipment, equity-accounted investments and other investments, other non-current assets (other than those related to financial debt and to employee defined benefit plans), inventories, construction contracts in progress assets, trade receivables and other operating assets.
(2) Segment liabilities are defined as the sum of non-current and current provisions, construction contracts in progress liabilities, trade payables and other operating liabilities.
(3) Capital employed corresponds to segment assets minus segment liabilities.
(4) See Note 3 "Assets held for sale and discontinued operations".
| (in € million) |
Half-year ended | |||
|---|---|---|---|---|
| 30 Septemb er 2015 |
30 Septemb er 2014 |
|||
| Europe | 2,025 | 2,166 | ||
| of which France | 608 | 617 | ||
| Americas | 501 | 381 | ||
| Asia / Pacific | 364 | 197 | ||
| Middle East / Africa | 413 | 312 | ||
| TOTAL GROUP | 3,303 | 3,056 |
No external customer represents individually 10% or more of the Group's consolidated sales.
| Half-year ended | |||
|---|---|---|---|
| 30 September | 30 September | ||
| (in € million) | 2015 | 2014 | |
| Research and development expenses | (58) | (59) | |
| Development costs capitalised during the period | (28) | (32) | |
| Amortisation expense of capitalised development costs | 28 | 32 | |
| Amortisation of acquired technology | - | - | |
| TOTAL RESEARCH AND DEVELOPMENT EXPENDITURE | (58) | (59) |
During the half-year ended 30 September 2015, the Group invested €58 million in research and development, notably for the development of the Citadis XO5 model addressing the growing Light Rail Vehicle (LRV) market with higher modularity, new functionalities and enhanced performances, and the further development of signalling solutions.
The research and development programs relate to the broadening and strengthening of the company's product offering for Transport applications.
| (in € million) | Half-year ended | |||
|---|---|---|---|---|
| 30 September 2015 | 30 September 2014 | |||
| Capital gains on disposal/Remeasurement of interests previously held | 37 | 4 | ||
| OTHER INCOME | 3 7 |
4 | ||
| Capital losses on disposal | (1) | (2) | ||
| Restructuring costs | (14) | (55) | ||
| Impairment losses and other | (88) | (36) | ||
| OTHER EXPENSE | (103) | (93) | ||
| OTHER INCOME (EXPENSE) | (66) | (89) |
As at 30 September 2015, other income and other expense represent mainly:
€37 million of impacts of the remeasurement of the interests previously held in SSL in compliance with IFRS 3 Revised (see Note 1.2);
€(78) million of non-recurring impairment losses on assets relative to specific product AGV, due to new developments on the range of very high speed trains;
| Half-year ended | ||||
|---|---|---|---|---|
| (in € million) | 30 Septemb er 2015 |
30 Septemb er 2014 |
||
| Interest income | 3 | 6 | ||
| Interest expense recharged to the discontinued operations | 4 1 |
38 | ||
| Net exchange gain | - | 25 | ||
| Other financial income | 5 | 2 | ||
| FINANCIAL INCOME | 4 9 |
7 1 |
||
| Interest expense on borrowings | (87) | (106) | ||
| Net financial expense from employee defined benefit plans (see note 21) | (4) | (7) | ||
| Net exchange loss | (25) | - | ||
| Other financial expense | (19) | (14) | ||
| FINANCIAL EXPENSE | (135) | (127) | ||
| FINANCIAL INCOME (EXPENSE) FROM CONTINUING OPERATIONS | (86) | (56) |
As at 30 September 2015:
Income tax charge is recognized based on management's estimate of the projected effective tax rate for the full financial year to the pre-tax income of the interim period and takes into consideration one-off items.
| Half-year ended | ||
|---|---|---|
| 30 September | 30 September | |
| (in € million) | 2015 | 2014 |
| Net Profit attributable to equity holders of the parent : | ||
| - From continuing operations | 1 8 |
29 |
| - From discontinued operations | (75) | 226 |
| Earnings attributable to equity holders of the parent used to calculate basic and | ||
| diluted earnings per share | (57) | 255 |
| Half-year ended | ||
|---|---|---|
| 30 September | 30 September | |
| 2015 | 2014 | |
| Weighted average number of ordinary shares used to calculate basic earnings per | ||
| share (see Note 19) | 309,970,481 | 309,093,553 |
| Effect of dilutive instruments other than bonds reimbursable with shares: | ||
| - Stock options and performance shares (LTI plan) | 1,636,447 | 2,784,024 |
| - Performance shares (Alstom Sharing plans) | - | - |
| Weighted average number of ordinary shares used to calculate diluted earnings | ||
| per share (see Note 19) | 311,606,928 | 311,877,577 |
| Half-year ended | ||
|---|---|---|
| 30 September | 30 September | |
| (in €) | 2015 | 2014 |
| Basic earnings per share | (0.18) | 0.82 |
| Diluted earnings per share | (0.18) | 0.82 |
| Basic earnings per share from continuing operations | 0.06 | 0.09 |
| Diluted earnings per share from continuing operations | 0.06 | 0.09 |
| Basic earnings per share from discontinued operations | (0.24) | 0.73 |
| Diluted earnings per share from discontinued operations | (0.24) | 0.72 |
| (in € million) | At 31 March 2015 |
Acquisitions and adjustments on preliminary goodwill |
Disposals | Translation adjustments and other changes |
Assets held for sale |
At 30 September 2015 |
|---|---|---|---|---|---|---|
| Transport | 688 | 6 4 |
- | (6) | - | 746 |
| Thermal Power | - | - | - | (21) | 21 | - |
| Renewable Power | - | - | - | (2) | 2 | - |
| Grid | - | - | (5) | (7) | 1 2 |
- |
| GOODWILL | 688 | 6 4 |
(5) | (36) | 3 5 |
746 |
| Of which: | ||||||
| Gross value | 688 | 6 4 |
(5) | (36) | 35 | 746 |
| Impairment | - | - | - | - | - | - |
Movements over the period ended 30 September 2015 mainly arose from the preliminary calculation of the Goodwill of SSL after purchase of 50% additional stake for an amount of €64 million.
The impairment test at 31 March 2015 supported the Group's opinion that goodwill was not impaired. At 30 September 2015, the Group considers that the assumptions used to assess the recoverable value of Transport goodwill at 31 March 2015 are not substantially modified.
| (in € million) | At 31 March 2015 |
Additions / disposals / amortizations/ imp airments |
Translation adjustments and other changes |
Assets held for sale |
At 30 Septemb er 2015 |
|---|---|---|---|---|---|
| Development costs | 1,039 | 128 | 1 7 |
(118) | 1,066 |
| Acquired technology | - | - | - | - | - |
| Other intangible assets | 168 | 1 1 |
(9) | 37 | 207 |
| Gross value | 1,207 | 139 | 8 | (81) | 1,273 |
| Development costs | (662) | (102) | (1) | (1) | (766) |
| Acquired technology | - | - | - | - | - |
| Other intangible assets | (101) | (7) | 36 | (36) | (108) |
| Amortisation and imp airment |
(763) | (109) | 3 5 |
(37) | (874) |
| Development costs | 377 | 26 | 1 6 |
(119) | 300 |
| Acquired technology | - | - | - | - | - |
| Other intangible assets | 6 7 |
4 | 27 | 1 | 9 9 |
| NET VALUE | 444 | 3 0 |
4 3 |
(118) | 399 |
Main movements over the period mainly arose from:
| Translation | ||||||
|---|---|---|---|---|---|---|
| Acquisitions/ amortisation / |
adjustments and other |
Assets held for | ||||
| (in € million) | At 31 March 2015 | imp airments |
Disposals | changes | sale At 30 Septemb er 2015 |
|
| Land | 5 3 |
30 | (4) | (3) | 1 2 |
8 8 |
| Buildings | 629 | 5 5 |
(65) | (50) | 9 6 |
665 |
| Machinery and equipment | 719 | 5 5 |
(52) | (136) | 125 | 711 |
| Constructions in progress | 5 3 |
5 7 |
- | (59) | (3) | 4 8 |
| Tools, furniture, fixtures and other | 233 | 21 | (27) | 1 5 |
(5) | 237 |
| Gross value | 1,687 | 218 | (148) | (233) | 225 | 1,749 |
| Of which gross value attrib utab le to continuing operations |
1,687 | 9 4 |
(18) | (14) | - | 1,749 |
| Land | (8) | - | - | 1 | - | (7) |
| Buildings | (318) | (13) | 33 | 25 | (47) | (320) |
| Machinery and equipment | (526) | (18) | 4 0 |
8 6 |
(108) | (526) |
| Constructions in progress | (9) | - | - | - | - | (9) |
| Tools, furniture, fixtures and other | (170) | (7) | 23 | (14) | (5) | (173) |
| Amortisation and imp airment |
(1,031) | (38) | 9 6 |
9 8 |
(160) | (1,035) |
| Of which amortisation and imp airment attrib utab le to |
(1,031) | (38) | 1 6 |
1 8 |
(1,035) | |
| continuing operations | - | |||||
| Land | 4 5 |
30 | (4) | (2) | 1 2 |
8 1 |
| Buildings | 311 | 4 2 |
(32) | (25) | 4 9 |
345 |
| Machinery and equipment | 193 | 37 | (12) | (50) | 1 7 |
185 |
| Constructions in progress | 4 4 |
5 7 |
- | (59) | (3) | 39 |
| Tools, furniture, fixtures and other | 6 3 |
1 4 |
(4) | 1 | (10) | 6 4 |
| NET VALUE | 656 | 180 | (52) | (135) | 6 5 |
714 |
| Share in equity | Share of net income | |||
|---|---|---|---|---|
| For the half-year ended | For the half-year ended | |||
| (in € million) | At 30 September 2015 | At 31 March 2015 | 30 September 2015 | 30 September 2014 |
| Associates | 288 | 313 | 2 2 |
3 0 |
| Joint ventures | 1 0 |
1 4 |
(10) | 9 |
| TOTAL | 298 | 327 | 1 2 |
3 9 |
| (in € million) | At 30 September 2015 | At 31 March 2015 |
|---|---|---|
| Opening balance | 327 | 545 |
| Share in net income of equity-accounted investments | 1 2 |
20 |
| Impairment (1) | - | (82) |
| Share in net income of equity-accounted investments | 1 2 |
(62) |
| Dividends | (12) | (47) |
| Acquisitions | - | 1 9 |
| Changes in consolidation method | 1 2 |
- |
| Translation adjustments and other | (49) | (42) |
| Transfer to assets held for sale | 8 | (86) |
| Closing balance | 298 | 327 |
(1) At 31 March 2015, impairment relates primarily to The Breakers Investments BV.
Changes in consolidation method relates primarily to SSL (see Note 1.2).
| Share in equity | Share of net income | ||||
|---|---|---|---|---|---|
| (in € million) | % ownership | At 30 September 2015 At 31 March 2015 | For the half-year ended 30 September 2015 |
For the half-year ended 30 September 2014 |
|
| The Breakers Investments B.V. | 25% | 186 | 208 | 1 1 |
31 |
| Other | 102 | 105 | 1 1 |
(1) | |
| Associates | 288 | 313 | 2 2 |
3 0 |
On 27 May 2011, the Group acquired 25% stake (plus one share) in the company The Breakers Investments B.V. This company holds 100% of Transmashholding ("TMH"), the leading Russian railway equipment manufacturer that operates in Russia and in the other countries of the Commonwealth of Independent States (CIS).
The summarized financial information (at 100%) presented below are the figures disclosed in the financial statements of The Breakers Investments B.V. as of 30 June and 31 December and are established in accordance with IFRS. These financial statements, established in Rubles, were converted to Euros based on the rates used by the Group as of 30 September and 31 March.
| (in € million) | At 30 June 2015 | At 31 December 2014 | At 30 June 2014 |
|---|---|---|---|
| Non-current assets | 774 | 937 | 1,057 |
| Current assets | 871 | 1,031 | 1,253 |
| Total assets | 1,645 | 1,968 | 2,310 |
| Equity-attributable to the owners of the parent company | 707 | 824 | 966 |
| Equity-attributable to non-controlling interests | 161 | 200 | 256 |
| Non current liabilities | 245 | 286 | 215 |
| Current liabilities | 532 | 658 | 873 |
| Total equity and liabilities | 1,645 | 1,968 | 2,310 |
| Half-year ended 30 | Year ended 31 | Half-year ended | |
|---|---|---|---|
| (in € million) | June 2015 | December 2014 | 30 June 2014 |
| Sales | 650 | 2,466 | 1,404 |
| Net income from continuing operations | 6 | 173 | 118 |
| After-tax net income of discontinued operations | - | - | - |
| Share of non-controlling interests | 8 | (14) | (11) |
| Net income attributable to the owners of the parent company | 1 4 |
159 | 107 |
| Other comprehensive income | (13) | 1 5 |
(19) |
| Total comprehensive income | (6) | 188 | 9 9 |
The reconciliation of the summarized financial information of The Breakers Investments with the carrying value of the Group's interests can be broken down in the following way:
| (in € million) | At 30 Septemb er 2015 |
|---|---|
| Net asset of the Breakers Investments B.V at 30 June | 707 |
| Income (loss) forecast for the latest quarter | 1 9 |
| Other variations | 2 |
| Net asset of the Breakers Investments B.V. at 30 Septemb er |
728 |
| Equity interest held by the Group | 25% |
| Goodwill | 6 7 |
| Impairment of share in net asset of equity investments | (60) |
| Other* | (3) |
| Carrying value of the Group's interests in The Breakers Investments B.V | 186 |
* Correspond to fair value restatements calculated at the time of the acquisition.
| (in € million) | At 31 March 2015 |
|---|---|
| Net asset of the Breakers Investments B.V at 31 December 2013 | 824 |
| Income (loss) forecast for the latest quarter | (3) |
| Other variations | 0 |
| Net asset of the Breakers Investments B.V. at 31 March | 821 |
| Equity interest held by the Group | 25% |
| Goodwill | 7 9 |
| Impairment of share in net asset of equity investments | (70) |
| Other* | (6) |
| Carrying value of the Group's interests in The Breakers Investments B.V | 208 |
* Correspond to fair value restatements calculated at the time of the acquisition.
| Half-year ended 30 |
|---|
| Septemb er 2015 |
| 1 5 |
| 23 |
| 3 8 |
| 25% |
| 1 |
| 1 1 |
* Correspond to the amortization of the amounts recognized at the time of allocation of the acquisition price.
| Half-year ended 30 | |
|---|---|
| (in € million) | Septemb er 2014 |
| Net income of the Breakers Investments B.V for the half-year ended 30 June | 107 |
| Income net adjustment due to the closing date difference | 1 8 |
| Net income of the Breakers Investments B.V for the half-year ended 30 | |
| Septemb er |
125 |
| Equity interest held by the Group | 25% |
| Other* | (1) |
| Group's share in the net income of The Breakers Investments B.V | 3 1 |
* Correspond to the amortization of the amounts recognized at the time of allocation of the acquisition price.
| At 30 September 2015 | At 31 March 2015 |
|---|---|
| - | 3 5 |
The Group's investment in other associates comprises investment in Casco, held by the Group at 49%, for €67 million as well as other associates which are not significant on an individual basis. On aggregate, their net carrying value represents €102 million as at 30 September 2015 (€105 million as at 31 March 2015).
The Group's investment in joint ventures is not significant on an individual basis.
On aggregate, it corresponds to a net carrying value of €10 million as at 30 September 2015 (€14 million as at 31 March 2015).
SSL previously accounted for as a Joint Venture is now consolidated in full due to purchase of 50% additional stake as described in Note 1.2.
The Group's investment in other equity investments mainly relates to investment funds as well companies that hold PPPs (public-private partnerships) agreements or have entered into concession agreements, typically for an ownership lower than 20%.
On aggregate, it corresponds to a net carrying value of €38 million as at 30 September 2015 (€36 million as at 31 March 2015). This net carrying value is an accurate representation of the fair value.
| (in € million) | At 30 September 2015 | At 31 March 2015 |
|---|---|---|
| Opening balance | 36 | 160 |
| Change in fair value (1) | - | (1) |
| Acquisitions | 2 | 4 |
| Translation adjustments and other | (1) | (9) |
| Transfer to assets held for sale (2) | 1 | (118) |
| CLOSING BALANCE | 38 | 36 |
(1) Change included in the Other comprehensive income as fair value adjustments on available-for-sale assets.
(2) Of which BrightSource Energy Investment at 31 March 2015
| (in € million) | At 30 September 2015 | At 31 March 2015 |
|---|---|---|
| Financial non-current assets associated to financial debt (1) | 359 | 383 |
| Long-term loans, deposits and other | 104 | 9 0 |
| OTHER NON-CURRENT ASSETS | 463 | 473 |
(1) These non-current assets relate to a long-term rental of trains and associated equipment to a London metro operator (see Note 22). They are made up as follows:
at 30 September 2015, €341 million receivables and €18 million deposit;
at 31 March 2015, €365 million receivables and €18 million deposit.
| (in € million) |
At 30 Septemb er 2015 |
At 31 March 2015 |
|---|---|---|
| Raw materials and supplies | 613 | 549 |
| Work in progress | 257 | 243 |
| Finished products | 118 | 138 |
| Inventories, gross | 988 | 930 |
| Raw materials and supplies | (72) | (70) |
| Work in progress | (4) | (18) |
| Finished products | (19) | (21) |
| Write-down | (95) | (109) |
| INVENTORIES, NET | 893 | 821 |
| (in € million) | At 30 Septemb er 2015 |
At 31 March 2015 | Variation |
|---|---|---|---|
| Construction contracts in progress, assets | 2,351 | 2,554 | (203) |
| Construction contracts in progress, liabilities | (3,179) | (3,455) | 276 |
| CONSTRUCTION CONTRACTS IN PROGRESS | (828) | (901) | 7 3 |
| CONSTRUCTION CONTRACTS IN PROGRESS | (828) | (901) | 7 3 |
|---|---|---|---|
| Down payments received from customers | (1,789) | (1,979) | 190 |
| received from customers | 961 | 1,078 | (117) |
| Construction contracts in progress excluding down payments | |||
| Less progress billings | (30,477) | (28,506) | (1,971) |
| to date | 31,438 | 29,584 | 1,854 |
| Contracts costs incurred plus recognised profits less recognised losses | |||
| (in € million) | At 30 Septemb er 2015 |
At 31 March 2015 | Variation |
| Construction contracts in progress, liabilities | (3,179) | (3,455) | 276 |
| (in € million) | At 30 September 2015 | At 31 March 2015 |
|---|---|---|
| Down payments made to suppliers | 7 7 |
118 |
| Corporate income tax | 165 | 117 |
| Other taxes | 201 | 248 |
| Prepaid expenses | 141 | 5 4 |
| Other receivables | 156 | 145 |
| Derivatives relating to operating activities | 532 | 782 |
| Remeasurement of hedged firm commitments in foreign currency | 349 | 493 |
| OTHER CURRENT OPERATING ASSETS | 1,621 | 1,957 |
Movements over the period ended 30 September 2015 mainly arose from foreign exchange translation impacts of €(328) million.
Derivatives relating to operating activities have been impacted by the variation in the US dollar, Brazilian Real and Swiss Franc rates.
| (in € million) | At 30 Septemb er 2015 |
At 31 March 2015 | Variation |
|---|---|---|---|
| Inventories | 893 | 821 | 7 2 |
| Construction contracts in progress, assets | 2,351 | 2,554 | (203) |
| Trade receivables | 1,436 | 1,470 | (34) |
| Other current operating assets | 1,621 | 1,957 | (336) |
| ASSETS | 6,301 | 6,802 | (501) |
| Non-current provisions | 233 | 283 | (50) |
| Current provisions | 991 | 1,031 | (40) |
| Construction contracts in progress, liabilities | 3,179 | 3,455 | (276) |
| Trade payables | 1,027 | 917 | 110 |
| Other current operating liabilities | 1,993 | 2,492 | (499) |
| LIABILITIES | 7,423 | 8,178 | (755) |
| WORKING CAPITAL | (1,122) | (1,376) | 254 |
| Half-year ended 30 | |
|---|---|
| (in € million) | Septemb er 2015 |
| Working capital at the beginning of the period | (1,376) |
| Changes in working capital resulting from operating activities (1) | 1,129 |
| Changes in working capital resulting from investing activities (2) | 1 8 |
| Translation adjustments and other changes | (109) |
| Transfer to assets held for sale | (784) |
| WORKING CAPITAL AT THE END OF THE PERIOD | (1,122) |
(1) Item presented within "net cash provided by/(used in) operating activities" in the consolidated statement of cash flows (2) Item presented within "net cash provided/(used in) investing activities" in the consolidated statement of cash flows
Changes in working capital resulting from operating activities and related to continuing activities represent an increase of € 230 million.
At 30 September 2015, the share capital of Alstom amounts to €2,171,678,222 consisting of 310,239,746 ordinary shares with a par value of €7 each. As at 30 September 2015, the weighted average number of outstanding ordinary shares amounts to 309,970,481 after the dilutive effect of bonds reimbursable in shares "Obligations Remboursables en Actions" and to 311,606,928 after the effect of all dilutive instruments.
During the period ended 30 September 2015:
The Shareholders' Meeting of Alstom held on 30 June 2015 decided not to distribute dividends.
| Note 20. | Provisions |
|---|---|
| Provisions | |||||||
|---|---|---|---|---|---|---|---|
| Translation | related to | ||||||
| adjustments | assets held for | At 30 Septemb er |
|||||
| (in € million) | At 31 March 2015 | Additions | Releases | Applications | and other | sale | 2015 |
| Warranties | 100 | 9 6 |
(40) | (79) | (8) | 33 | 102 |
| Litigations, claims and others | 931 | 244 | (141) | (66) | (16) | (63) | 889 |
| Current provisions | 1,031 | 340 | (181) | (145) | (24) | (30) | 991 |
| Of which current provisions attrib utab le to continuing |
|||||||
| operations | 1,031 | 8 6 |
(69) | (48) | (8) | (1) | 991 |
| Tax risks & litigations | 106 | 21 | (14) | (9) | (4) | 1 | 101 |
| Restructuring | 4 7 |
5 4 |
(6) | (55) | (4) | 1 | 37 |
| Other non-current provisions | 130 | 6 8 |
(30) | (48) | (11) | (14) | 9 5 |
| Non-current provisions | 283 | 143 | (50) | (112) | (19) | (12) | 233 |
| Of which non-current provisions attrib utab le to continuing operations |
283 | (3) | (28) | (17) | (3) | 1 | 233 |
| TOTAL PROVISIONS | 1,314 | 483 | (231) | (257) | (43) | (42) | 1,224 |
As a reminder, by taking over Alstom's Energy activities, General Electric undertook to take on all assets as well as all liabilities and risks exclusively or predominantly associated with the Energy Business (this did not apply to the agreement concluded with the US Department Of Justice resulting in a fine of €722 million booked as at 31 March 2015 as current provision in continued operations as detailed in Note 25).
Provisions for litigations, claims and others relate primarily to DOJ.
Provisions for warranties relate to estimated costs to be incurred over the residual contractual warranty period on completed contracts.
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 derive from the adaptation of footprint, mainly in Transport activities, in order to take into account the lower demand in developed countries (Europe, in particular) and the situation of overcapacity faced in certain countries (see Note 6).
Other non-current provisions mainly relate to guarantees delivered in connection with disposals, employee litigations, commercial disputes and environmental obligations.
Post-employment benefits are paid under defined contribution and defined benefit plans. The Group's only obligation under defined contribution plans is to pay fixed contributions into the funding vehicle. The payments are recognised when incurred in the income statement.
The specific characteristics (benefit formulas, funding policies and types of assets held) of the plans vary according to the regulations and laws in the country where the employees are located. For most plans, the split of defined benefit obligations between continuing and discontinued activities is based on the proportion of beneficiaries which belong to the current Thermal Power, Renewable Power and Grid activities out of the total population.
In the United Kingdom and in Switzerland, main plans relate to discontinued activities and are therefore presented in the "Liabilities related to assets held for sale" line of the balance sheet (see Note 3).
Defined benefit plans for continuing activities are mainly in the United Kingdom, Germany, France and Italy.
In the United Kingdom, three plans provide a pension in the form of an indexed liability.
In Germany, the plans provide coverage for pension, death and disability. In the past, the pension was accrued in the form of an annuity. They were deeply modified for future accruals in 2010 for the employees of the Transport Sector to remove most defined benefit pension risks. The plans now continue to be accounted for as defined benefit plans under IAS19R but with much lower risks for the company. With respect to employee contributions, there are remitted into defined contributions plans.
In France and Italy, defined benefit pension plans are mainly end-of-service benefits provided for under the terms of collective bargaining agreements and Group agreements.
| (in € million) | At 30 September 2015 | At 31 March 2015 |
|---|---|---|
| Accrued pension and other employee benefit costs | (437) | (461) |
| Prepaid pension and other employee benefit costs | 5 | 8 |
| NET ACCRUED BENEFITS | (432) | (453) |
Actuarial gains and losses and asset ceiling arising from post-employment defined benefit plans recognized in the Other comprehensive income are for the half-year ended 30 September 2015 the following:
| (in %) | At 30 September 2015* | At 31 March 2015* |
|---|---|---|
| Discount rate | 3,01 | 2,80 |
| Rate of compensation increase | 3,16 | 3,17 |
* Assumptions relate to continuing operations (for the whole Group, at 30 September 2015, the discount rate is 2.78% and the rate of compensation increase is 2.89% and at 31 March 2015, 2.68% and 2.91% respectively)
Actuarial assumptions used vary by country and type of plan. Compensation increase assumptions are determined at business unit level and reviewed centrally.
| Half-year ended | ||||
|---|---|---|---|---|
| (in € million) | 30 September 2015 | 30 September 2014 | ||
| Service cost | (9) | (8) | ||
| Defined contribution plans | (45) | (46) | ||
| Income from operations | (54) | (54) | ||
| Actuarial gains (losses) on other long-term benefits | - | - | ||
| Past service gain (cost) | - | - | ||
| Curtailments/settlements | - | - | ||
| Other income (expense) | - | - | ||
| Financial income (expense) | (4) | (7) | ||
| TOTAL BENEFIT EXPENSE | (58) | (61) |
| Carrying amount (in € million) | At 30 Septemb er 2015 |
At 31 March 2015 |
|---|---|---|
| Bonds | 3,838 | 3,838 |
| Other borrowing facilities | 2,734 | 856 |
| Put options and earn-out on acquired entities | 7 | 2 |
| Derivatives relating to financing activities | 35 | 5 9 |
| Accrued interests | 9 3 |
39 |
| Borrowings | 6,707 | 4,794 |
| Non-current | 2,847 | 2,847 |
| Current | 3,860 | 1,947 |
| Obligations under finance leases | 38 | 27 |
| Other obligations under long-term rental | 341 | 365 |
| Ob ligations under finance leases |
379 | 392 |
| Non-current | 314 | 341 |
| Current | 6 5 |
5 1 |
| TOTAL FINANCIAL DEBT | 7,086 | 5,186 |
The external financial debt is mainly held by Alstom SA. Hence, it is presented within continuing operations.
Movements on bonds on the period are detailed in Note 23.2.
The following table summarizes the significant components of the Group's bonds:
| Nominal value | Nominal interest | Effective interest | ||
|---|---|---|---|---|
| (in € million) | Maturity date | rate | rate | |
| Alstom October 2015 | 500 | 05/10/2015 | 2.88% | 2.98% |
| Alstom March 2016 | 500 | 02/03/2016 | 3.87% | 4.05% |
| Alstom February 2017 | 750 | 01/02/2017 | 4.13% | 4.25% |
| Alstom October 2017 | 350 | 11/10/2017 | 2.25% | 2.44% |
| Alstom October 2018 | 500 | 05/10/2018 | 3.63% | 3.71% |
| Alstom July 2019 | 500 | 08/07/2019 | 3.00% | 3.18% |
| Alstom March 2020 | 750 | 18/03/2020 | 4.50% | 4.58% |
The other obligations under long-term rental represent liabilities related to lease obligations on trains and associated equipment (see Note 14).
Other borrowings consist of commercial paper (French "Billets de Trésorerie") and banking facilities notably including those described in Note 23.2 below.
The main categories of financial assets and financial liabilities of the Group are identical to those identified in the consolidated financial statements at 31 March 2015.
In the normal course of business, the Group is exposed to currency risk arising from tenders submitted in foreign currency, awarded contracts and any future cash out transactions denominated in foreign currency.
The Group requires all of its operating units to use forward currency contracts to eliminate the currency exposure on any individual sale or purchase transaction in excess of €100,000. Forward currency contracts must be denominated in the same currency as the hedged item. It is the Group's policy to negotiate the terms of hedge derivatives to match the terms of hedged items to maximize hedge effectiveness.
Alstom Holdings is engaged on external derivatives on behalf of its subsidiaries. Most of the hedging instruments are negotiated by Alstom Holdings and are mirrored by hedging agreements between Alstom Holdings and the subsidiaries of the Group concerned. Whenever local regulations prohibit central hedging, and whenever possible, instruments are negotiated directly with local banks.
Upon the sale of the Energy business to General Electric, all the internal and external derivatives related to the Energy businesses have been novated to General Electric.
At 30 September 2015, the fair value of hedging instruments included in the discontinued operations represents a net liability of €78 million (of which a liability of € 162 millions of hedging instruments against Alstom Holdings).
In addition to its available cash and cash equivalents, amounting to €2,618 million as at 30 September 2015 (out of which €1,847 million related to continuing operations), the Group had:
These facilities were subject to various financial covenants that had been waived by lenders while the facilities final maturity had been set at the completion of the General Electric transaction.
These covenants stand as follows:
| Minimum Interest | Maximum total debt | Maximum total net | |
|---|---|---|---|
| Covenants | Cover | (in € million) | debt leverage |
| (a) | (b) | (c) | |
| 3 | 6,000 | 3.6 |
(a) Ratio of EBITDA (Earnings Before Interest and Tax plus Depreciation and Amortization) to net interest expense (excluding interest related to obligations under finance lease).
(b) Total debt corresponds to borrowings, i.e. total financial debt less finance lease obligations. This covenant would apply if the Group is rated "non-investment grade" by both rating agencies, which is not the case at 30 September 2015.
(c) Ratio of total net debt (Total debt less short-term investments or trading investments and cash and cash equivalents) to EBITDA.
Although these covenants are currently waived, Alstom has to provide the lenders under the above facilities with their semi-annual computation as at 30 September 2015, before the reclassifications required by IFRS 5 in the consolidated income statement and the consolidated balance sheet (i.e. considering both continuing operations and discontinued operations within the meaning of IFRS 5). The key Group indicators used to calculate the financial covenants are detailed below:
| Half-year ended 30 September 2015 |
Half-year ended 30 September 2014 |
|
|---|---|---|
| (in € million) | ||
| EBITDA (excluding capital gain on disposal) | (21) | 1,122 |
| Net interest expense (excluding interests related to obligations under finance leases) | (182) | 213 |
| Total net debt | 4,498 | 3,867 |
| INTEREST COVER RATIO | 0.1 | 5.3 |
| TOTAL NET DEBT LEVERAGE | (214.2) | 3.4 |
A five years new revolving credit facility amounting to a total of €400 million, with two possible one-year extensions, has been signed and enters into force upon cancellation of the €1,350 million Revolving Credit Facility. It is fully available for drawing.
This new facility is subject to the ratio of total net debt (Total debt less short-term investments or trading investments and cash and cash equivalents) to EBITDA, measured as from the General Electric Transaction completion, remaining lesser than 2.5.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a loss. The Group is exposed to credit risk on its operating activities (primarily for trade receivables) and on its financing activities, including deposits, foreign currency hedging instruments and other financial instruments with banks and financial institutions.
| (in € million) | At 30 September 2015 | At 31 March 2015 |
|---|---|---|
| Staff and associated liabilities | 383 | 419 |
| Corporate income tax | 23 | 32 |
| Other taxes | 7 6 |
105 |
| Deferred income | 130 | 1 1 |
| Other payables | 352 | 389 |
| Derivatives relating to operating activities | 832 | 1,360 |
| Remeasurement of hedged firm commitments in foreign currency | 197 | 176 |
| OTHER CURRENT OPERATING LIABILITIES | 1,993 | 2,492 |
Movements over the period ended 30 September 2015 mainly arose from foreign exchange translation impacts of €(253) million.
Derivatives relating to operating activities have been impacted by the variation in the US dollar, Brazilian Real and Swiss Franc rates.
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. In many instances, the bonds issued by banks and insurance companies upon request of group affiliates are counter guaranteed by Alstom Holdings SA.
To issue these bonds, at 30 September 2015, the Group was relying on both uncommitted bilateral lines in numerous countries and a Committed Bonding Guarantee Facility (CBGFA) allowing issuance of instruments up to €9.0 billion.
As at 30 September 2015, the total outstanding bonding guarantees related to contracts from continuing operations, issued by banks or insurance companies, amounted to €6.9 billion (€7.0 billion at 31 March 2015).
At 30 September 2015, the available amount under the Committed Bonding Guarantee Facility amounted to €2.5 billion (€2.0 billion at 31 March 2015). The CBGFA was subject to various financial covenants that had been waived by lenders until the completion of the General Electric transaction.
As at 30 September 2015, the total outstanding bonding guarantees related to discontinuing operations, issued by banks or insurance companies, amounted to €11.1 billion.
Upon completion of the General Electric transaction, the bonds issued to support the Energy business have been generally transferred to General Electric, which has taken over the relating parental counter guarantees. For any bonds or counter guarantees relating to the Energy business that would remain in force for various technical reasons, General Electric will counter guarantee these instruments.
A new €3.5 billion Committed Bilateral Bonding Facility Agreement - CBBGFA (the New Facility) has been signed on 4 August 2015 with five banks. The non-Energy part of the former €9 billion CBGFA (the Former Facility) are being transferred to the New Facility or other uncommitted bilateral bonding facilities and no new bonds issuance will be available from the Former Facility.
After the transfer described above, the amount available for new bonds issuance under the New Facility is €1.5 billion.
The key Group indicators used to calculate the financial covenants are detailed in Note 23.2.
Until 2003, the Group provided some financial support, referred to as vendor financing, to financial institutions financing certain purchasers of Transport equipment.
At 30 September 2015, guarantees given as part of past vendor financing arrangements concern guarantees given as part of a leasing scheme involving London Underground Limited (Northern Line) and amount to £177 million (€240 million and €244 million at 30 September 2015 and 31 March 2015 respectively).
The £177 million is included in the €341 million amount of "Other obligations under long-term rental" (see Note 22).
As a preliminary remark, it shall be reminded that within the contemplated sale of Alstom's Energy activities to General Electric, General Electric has undertaken to take on all liabilities and risks exclusively or predominantly associated with the said activities. This does not apply however to the agreement with the US Department of Justice dated as of 22 December 2014 which is discussed below.
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 the United States of America and the United Kingdom. In France, these proceedings are initiated by certain employees or former employees suffering from an occupational disease in relation to asbestos with the aim of obtaining a court decision allowing them to obtain a supplementary compensation from the French Social Security funds. In addition employees and former employees of the Group not suffering from an asbestos related occupational disease have started lawsuits before the French courts with the aim of obtaining compensation for damages in relation to their alleged exposure to asbestos, including the specific anxiety damage.
The Group believes that the cases where it may be required to bear the financial consequences of such proceedings do not represent a material exposure. While the outcome of the existing asbestos-related cases cannot be predicted with reasonable certainty, the Group believes that these cases would not have any material adverse effect on its financial condition.
In April 2006, the European Commission initiated proceedings against Alstom, along with a number of other companies, based on allegations of anti-competitive practices in the sale of gasinsulated switchgears ("GIS equipment"), a product of its former Transmission & Distribution business sold to Areva in January 2004, following investigations that began in 2004.
On 24 January 2007, the European Commission levied a fine of €65 million against Alstom which includes €53 million on a joint and several basis with Areva T&D (subsequently renamed Alstom Grid). On 3 March 2011 the General Court of the European Union reduced the amount of fine levied against Alstom to €58.5 million. The Court of Justice of the European Union issued its final decision on 10 April 2014. The amount of the reduced fine was confirmed, which, when adding the late payment interests due, makes the total amount paid by Alstom at €79.3 million.
The civil action initiated by National Grid in 2008 before the High Court of Justice in London following the 2007 the European Commission decision to obtain damages, ended with a full and final settlement agreed in June 2014. Two other civil actions which started in May and September 2010 are ongoing before national jurisdictions for a global amount of approximately €32 million, excluding interests. In one of these proceedings, a decision in first instance was issued in June 2015 and Alstom was ordered to pay damages claimed in addition to legal interests for €40 million. Alstom has appealed this decision in August 2015.
On 16 September 2013 the Israeli Antitrust Authority issued a decision whereby Alstom and other companies were held liable for alleged anti-competitive arrangement in the GIS equipment Israeli market. No fine will be imposed to Alstom arising out of this decision. Alstom appealed this decision in October 2014. Following the decision, the Israeli state-owned company for the power distribution started a civil action in December 2013 for an amount of ILS 3.8 billion (approximately €870 million) against the members of the alleged anti-competitive arrangement. Alstom has submitted its defense. Two class actions for respective amounts of ILS 2 billion (approximately €450 million) and ILS 2.8 billion (approximately €600 million) have also been initiated against the members of the alleged anti-competitive arrangement for overcharge. One was dismissed in May 2015 (claim of ILS 2 billion). Alstom vigorously contests these procedures on the merits and considers it has good arguments to defend these cases.
On 20 November 2008, the European Commission sent a statement of objections to a number of manufacturers of power transformers, including Alstom, concerning their alleged participation in anti-competitive arrangements. Alstom has contested the materiality of the alleged facts. On 7 October 2009, the European Commission levied a fine of €16.5 million against Alstom which includes €13.5 million on a joint and several basis with Areva T&D (subsequently renamed Alstom Grid). On 27 November 2014, the Court decided to maintain only the conviction for Alstom Grid in the amount of €13.5 million. In addition late payment interests is payable and therefore the total amount paid by Alstom in January 2015 was €15.5 million.
68/81 In July 2013, the Brazilian Competition Authority ("CADE") raided a number of companies involved in transportation activities in Brazil, including the subsidiary of Alstom Transport, following allegations of anti-competitive practices and illegal payments. After a preliminary investigation stage, CADE notified in March 2014 the opening of an administrative procedure against several companies, of which the Alstom Transport's subsidiary in Brazil, and certain current and former employees of the Group. Alstom Transport cooperates with CADE. In case of proven anti-competitive practices, possible sanctions include fines, criminal charges and a
temporary exclusion from public contracts. Civil damages are also possible. Following the opening phase, this procedure is currently in the phase of production of evidence. Current and former employees of Alstom are also subject to criminal proceedings initiated in December 2014 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 related to alleged anti-competitive practices regarding a train maintenance project in Brazil which is also subject to administrative proceedings since 2013.
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 above mentioned 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 thirdparty actions.
In Brazil, assets of two Group's subsidiaries and shares of these entities held by the Group were frozen following a preliminary decision ordered in February 2015 for an amount of BRL 287 million (approximately €65 million) in relation to an ongoing procedure related to an energy project originated in the 1990s. 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 of approximately €800 million excluding possible damages in connection with a transportation project. The Group's subsidiaries are defending themselves.
Alstom has concluded on 22 December 2014 an agreement with the US Department of Justice (DOJ) in order to put an end to the investigation conducted in the United States from 2010 on subsidiaries of the Group relating to alleged potential violations of the Foreign Corrupt Practices Act (FCPA). Two US subsidiaries, Alstom Power Inc. and Alstom Grid Inc. (formerly known as Alstom T&D Inc.), have agreed to enter into deferred prosecution agreements with the DOJ relating to FCPA charges. If these two US subsidiaries fulfil the terms of their deferred prosecution agreements, all criminal charges will be dismissed against them at the end of three
years. Another Alstom subsidiary, Alstom Network Schweiz AG (formerly known as Alstom Prom AG), has agreed to plead guilty to FCPA antibribery charges. In relation to these underlying charges, the ultimate parent company of the Group, Alstom S.A. has agreed to plead guilty to violating the books and records and internal controls provisions of the FCPA and to pay a fine of approximately \$772 million. The DOJ agreement has also stipulated that no part of the fine can be passed on to General Electric as part of the projected sale of Alstom's Energy businesses. The Plea agreements concluded with the DOJ are subject to approval by the competent American court. Payment of the fine is expected to occur ten days after entry of judgment and pronouncement of sentence, based upon such approval. Sentencing is currently scheduled for November 2015, which schedule could be postponed by the court.
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. These proceedings are in the preliminary procedural stage and the Group is unable, at this stage, to predict their consequences.
The World Bank and Alstom entered into a negotiated resolution agreement on 21 February 2012. As part of this agreement, the World Bank announced its decision to debar Alstom Hydro France and Alstom Network Schweiz AG (Switzerland) and their affiliates from public tenders financed by the World Bank for a period of three years which ended on 21 February 2015. The World Bank determined that Alstom has implemented a corporate compliance program in line with the World Bank's integrity compliance policies and practices and has satisfied all of the other conditions of the February 2012 negotiated resolution agreement.
In 2006, Alstom was awarded by AES a contract for the manufacture of a lignite-fired station in Maritza, Bulgaria. During the execution of the project, Alstom experienced delays and works disruptions mostly due to the defective nature of the lignite supplied by AES. In February and March 2011, AES called the performance bank guarantee and terminated the contract. An arbitration procedure initiated by Alstom, resulted in a full and final settlement between the parties on 22 December 2014.
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.
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. As a result, the arbitration procedure is now in the phase of assessment of damages. In parallel, DLH has made renewed attempts to obtain payment of the bank guarantees but defense proceedings by the AMD consortium have enabled so far to reject these payment requests.
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. Alstom Transport SA is rejecting this compensation request and will defend itself accordingly in the proceedings.
In July 2008, the Sao Paolo metro company (CMSP) awarded to Alstom Transport's subsidiary in Brazil a contract for the installation of signalling systems on lines 1, 2 and 3 of the Sao Paolo metro. The completion of the project suffered from significant delays, the causes of which are disputed by the parties, each party attributing the origin of such delays to the other. As a result of CMSP's application of delay penalty fees, and its denial of a grant of deadline extensions and
financial compensation, Alstom Transport's subsidiary in Brazil brought its claims before an arbitral tribunal. This proceeding is currently suspended while the parties are exploring possible settlement possibilities.
Alstom Transport's subsidiary in Italy is involved in two litigation proceedings with the Italian railway company Trenitalia. One is related to a supply contract of regional Minuetto trains awarded in 2001, and the other to a supply contract of high-speed Pendolino trains awarded in 2004. Each of these contracts has undergone technical issues and delays leading the Trenitalia company to apply delay penalty fees and to withhold payments. Since the parties dispute the origins of the technical failures as well as the causes and responsibilities of the delays, the matter was brought before Italian courts in 2010 and 2011 respectively. These proceedings are on-going with technical expertise in the final phase.
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.
In 1997, NLSP (a special purpose entity owned 100 % by ALSTOM UK Holdings Ltd.) entered into a contract ("Contract") with London Underground Ltd (LUL) for the maintenance of 106 trains and related equipment of Northern Line. The Contract was transferred by LUL to Tube Lines (TLL) in 2002. The current Contract duration is 30 years (1997-2027) and is split in several periods. The Contract is a combination of 2 contracts covering respectively the leasing of assets and their maintenance.
A dispute has arisen between the parties in connection with the method of calculation of rental payments that are due by TLL for equipment on the Northern Line. As a result, adjudication proceedings were initiated by TLL on 11 May 2015. These adjudication proceedings are a fasttrack dispute resolution mechanism where either party can ultimately challenge the adjudicator's decision through judicial appeal proceedings. On 29 October 2015, the adjudicator decided in favour of Alstom.
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.
The Group has identified the following related parties:
Bouygues, a French company listed on Paris stock market, is the main shareholder of the Group, holding more than 5% of the parent company's share capital. At 30 September 2015, Bouygues holds 29.19% of Alstom's share capital and voting rights.
Bouygues and Alstom are involved in various contracts which are part of the ordinary course of business (e.g. phone contracts, construction contracts). All these relations are subject to normal market terms and conditions. Those operating flows are not material at Group's level.
Related party transactions are mainly transactions with associates over which Alstom exercises significant influence or joint ventures over which Alstom exercises joint control. At Group level, transactions with related parties are undertaken at market prices.
| Half-year ended 30 September 2015 | At 30 September 2015 | |||
|---|---|---|---|---|
| (in € million) | Income | Expenses | Receivables | Liabilities |
| Joint ventures | 27 | - | 8 1 |
1 |
| Associates | 1 | - | - | - |
On November 2, 2015, Alstom and General Electric completed the transaction on Alstom's Energy businesses, as presented in Note 1.
Authorizations required from a regulatory and merger control standpoint have been obtained in main key countries (such as authorizations of the European Commission and the US Authority). These authorizations representing overall 95% of the turnover of all the entities subject to the sale, allowed the parties to complete the transaction.
The remaining entities are still submitted to authorization in a limited number of countries and will be transferred in successive stages, provided there would be no violation of applicable law to do so.
The Group has already been compensated within the transaction price for those "staggered assets". Accounting wise, these assets will remain accounted for as assets held for sale and will lead to recognition of a debt, while waiting for the precedent condition to be met.
Following this transaction, the Group repaid and cancelled the two main existing Credit Facilities mentioned in Note 23.2. A new €400 million 5-years revolving credit facility entered into force upon cancellation of the existing facilities (see note 23).
In parallel, the bonding facilities have been restructured as mentioned in Note 25.1.
The Group plans to submit the cash return to shareholders to an upcoming shareholders' meeting to decide upon a share buy-back offer (offre publique de rachat d'actions) for an amount of € 3.2 billion.
The net impact of the above transaction will be significantly positive for both Alstom's Profit and Loss and Balance Sheet accounts. Due to the transaction closing date as of 2 November, the Group is not yet in a position to disclose an accurate estimate of these financial effects.
Further to the deal, the Group is refocused on its Transport activities and on its Energy alliances and relies on a strong balance sheet.
The major companies of the Group are listed below.
The list of all consolidated companies is available upon request at the head office of the Group.
| Companies | Country | Ownership % | Consolidation Method |
|---|---|---|---|
| Parent company | |||
| ALSTOM SA | France | - | Parent company |
| Holding companies | |||
| ALSTOM Investment Company Limited | China | 100% | Full consolidation |
| ALSTOM Holdings | France | 100% | Full consolidation |
| ALSTOM Power Holdings | France | 100% | Full consolidation |
| ALSTOM T20 | France | 100% | Full consolidation |
| ALSTOM Transport UK (Holdings) Ltd | Great Britain | 100% | Full consolidation |
| ALSTOM Spa | Italy | 100% | Full consolidation |
| ALSTOM Transport Holdings B.V. | Netherlands | 100% | Full consolidation |
| ALSTOM Transport China Holding BV | Netherlands | 100% | Full consolidation |
| ALSTOM Southern Africa Holdings (Pty) Ltd | South Africa | 100% | Full consolidation |
| ALSTOM Espana IB SL | Spain | 100% | Full consolidation |
| ALSTOM Transport Holding US Inc | USA | 100% | Full consolidation |
| Industrial companies | |||
| Alstom Transport Australia Pty Limited | Australia | 100% | Full consolidation |
| ALSTOM Belgium SA | Belgium | 100% | Full consolidation |
| ALSTOM Brasil Energia e Transporte Ltda | Brazil | 100% | Full consolidation |
| ALSTOM Transport Canada Inc. | Canada | 100% | Full consolidation |
| CASCO SIGNAL Ltd | China | 49% | Equity method |
| SHANGHAI ALSTOM Transport Electrical Equipment Company Ltd | China | 60% | Full consolidation |
| ALSTOM Transport SA | France | 100% | Full consolidation |
| ALSTOM Transport Deutschland GmbH | Germany | 100% | Full consolidation |
| ALSTOM Transport UK Limited | Great Britain | 100% | Full consolidation |
| SIGNALLING SOLUTIONS LIMITED | Great Britain | 100% | Full consolidation |
| ALSTOM NL Service Provision Limited | Great Britain | 100% | Full consolidation |
| ALSTOM Transport India Limited | India | 100% | Full consolidation |
| ALSTOM Ferroviaria S.p.A. | Italy | 100% | Full consolidation |
| ALSTOM Transport Mexico, S.A. de C.V. | Mexico | 100% | Full consolidation |
| ALSTOM Transport BV | Netherlands | 100% | Full consolidation |
| The Breakers Investments B.V. (Transmashholding) | Netherlands | 25% | Equity method |
| ALSTOM Transport SA Romania | Romania | 93% | Full consolidation |
| ALSTOM Transport RUS LLC | Russian Federation | 100% | Full consolidation |
| GIBELA RAIL TRANSPORT CONSORTIUM (PTY) LTD | South Africa | 61% | Full consolidation |
| ALSTOM Transporte, S.A. | Spain | 100% | Full consolidation |
| ALSTOM Transport AB | Sweden | 100% | Full consolidation |
| ALSTOM Transportation Inc. | USA | 100% | Full consolidation |
| ALSTOM Signalling Inc. | USA | 100% | Full consolidation |
| Companies | Country | Ownership % | Consolidation Method |
|---|---|---|---|
| Holding companies | |||
| ALSTOM Australia Holdings Limited | Australia | 100% | Full consolidation |
| ALSTOM (China) Investment Co., Ltd | China | 100% | Full consolidation |
| Alstom Renewable Holding France | France | 100% | Full consolidation |
| ALSTOM POWER AG | Germany | 100% | Full consolidation |
| ALSTOM UK Holdings Limited | Great Britain | 100% | Full consolidation |
| GRID EQUIPMENTS PRIVATE LIMITED | India | 100% | Full consolidation |
| ALSTOM BV | Netherlands | 100% | Full consolidation |
| ALSTOM Grid Holding BV | Netherlands | 100% | Full consolidation |
| ALSTOM Grid UK BV | Netherlands | 100% | Full consolidation |
| ALSTOM Renewable Holding BV | Netherlands | 100% | Full consolidation |
| Alstom Finance BV | Netherlands | 100% | Full consolidation |
| ALSTOM SA Thermal Holdings (Pty) Ltd | South Africa | 100% | Full consolidation |
| ALSTOM Inc. | USA | 100% | Full consolidation |
| Industrial companies | |||
| ALSTOM Limited | Australia | 100% | Full consolidation |
| ALSTOM Energias Renovaveis Ltda | Brazil | 100% | Full consolidation |
| ALSTOM Grid Energia Ltda | Brazil | 100% | Full consolidation |
| ALSTOM Power Canada Inc | Canada | 100% | Full consolidation |
| ALSTOM Grid Canada Inc | Canada | 100% | Full consolidation |
| ALSTOM Technical Services (Shanghai) Co., Ltd | China | 100% | Full consolidation |
| ALSTOM Beizhong Power (Beijing) Co., Ltd | China | 100% | Full consolidation |
| ALSTOM Estonia AS | Estonia | 100% | Full consolidation |
| ALSTOM Power Systems | France | 100% | Full consolidation |
| ALSTOM Grid SAS | France | 100% | Full consolidation |
| COGELEX | France | 100% | Full consolidation |
| ALSTOM Power Service | France | 100% | Full consolidation |
| ALSTOM Hydro France | France | 100% | Full consolidation |
| ALSTOM Grid GmbH | Germany | 100% | Full consolidation |
| ALSTOM Power Systems GmbH | Germany | 100% | Full consolidation |
| ALSTOM Ltd | Great Britain | 100% | Full consolidation |
| ALSTOM T&D India Limited | India | 75% | Full consolidation |
| ALSTOM India Limited | India | 69% | Full consolidation |
| ALSTOM Israel Ltd | Israel | 100% | Full consolidation |
| ALSTOM Power Italia S.p.A. | Italy | 100% | Full consolidation |
| ALSTOM Services Sdn Bhd | Malaysia | 100% | Full consolidation |
| ALSTOM Mexicana S.A. de C.V. | Mexico | 100% | Full consolidation |
| ALSTOM Power S.p.z.o.o | Poland | 100% | Full consolidation |
| ALSTOM S&E Africa (Pty) | South Africa | 100% | Full consolidation |
| ALSTOM Power Service (Pty) Ltd | South Africa | 100% | Full consolidation |
| ALSTOM Renovables Espana, S.L. | Spain | 100% | Full consolidation |
| ALSTOM Power Sweden Aktiebolag | Sweden | 100% | Full consolidation |
| ALSTOM (Switzerland) Ltd | Switzerland | 100% | Full consolidation |
| ALSTOM Power O & M Ltd | Switzerland | 100% | Full consolidation |
| ALSTOM Grid Enerji Endustrisi A.S. | Turkey | 100% | Full consolidation |
| ALSTOM Middle East FZE | United Arab Emirates | 100% | Full consolidation |
| ALSTOM Power Inc. | USA | 100% | Full consolidation |
| ALSTOM Grid Inc. | USA | 100% | Full consolidation |
| POWER SYSTEMS MFG., LLC | USA | 100% | Full consolidation |
| ALSTOM Boilers US LLC | USA | 100% | Full consolidation |
Statutory auditor's review report on the interim financial information
Responsibility statement of the person responsible for the Half-year Financial Report
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