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Schneider Electric SE Annual Report 2020

Feb 11, 2021

1651_iss_2021-02-11_283bc440-641c-44ea-98f9-d3c386f3861a.pdf

Annual Report

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FULL YEAR FINANCIAL REPORT Full year period ended December 31, 2020

Consolidated Financial Statements Full-Year Management Report

1. Consolidated statement of income

(in millions of euros except for earnings per share) Note Full Year 2020 Full Year 2019
Revenue 3 25,159 27,158
Cost of sales (15,003) (16,423)
Gross profit 10,156 10,735
Research and development 4 (718) (657)
Selling, general and administrative expenses (5,512) (5,840)
Adjusted EBITA * 3 3,926 4,238
Other operating income and expenses 6 (210) (411)
Restructuring costs (421) (255)
EBITA ** 3,295 3,572
Amortization and impairment of purchase accounting intangibles 5 (207) (173)
Operating income 3,088 3,399
Interest income 14 39
Interest expense (126) (168)
Finance costs, net (112) (129)
Other financial income and expense 7 (166) (132)
Net financial income/(loss) (278) (261)
Profit from continuing operations before income tax 2,810 3,138
Income tax expense 8 (638) (690)
Income of discontinued operations, net of income tax 1 - (3)
Share of profit/(loss) of associates 12 66 78
PROFIT FOR THE PERIOD 2,238 2,523
attributable to owners of the parent 2,126 2,413
attributable to non controlling interests 112 110
Basic earnings (attributable to owners of the parent) per share (in euros per share) 19 3.84 4.38
Diluted earnings (attributable to owners of the parent) per share (in euros per share) 19 3.81 4.33

* Adjusted EBITA (Earnings Before Interest, Taxes, Amortization of Purchase Accounting Intangibles). Adjusted EBITA corresponds to operating profit before amortization and impairment of purchase accounting intangible assets, before goodwill impairment, other operating income and expenses and restructuring costs.

** EBITA (Earnings Before Interest, Taxes and Amortization of Purchase Accounting Intangibles). EBITA corresponds to operating profit before amortization and impairment of purchase accounting intangible assets and before goodwill impairment.

Other comprehensive income

(in millions of euros) Note Full Year 2020 Full Year 2019
Profit for the year 2,238 2,523
Other comprehensive income:
Translation adjustment (1,649) 333
Cash-flow hedges (125) 26
Income tax effect of cash flow hedges 19 (18) (7)
Net gains/(losses) on financial assets (5) (4)
Income tax effect of gains/(losses) on financial assets 19 1 -
Actuarial gains/(losses) on defined benefit plans 20 (123) (408)
Income tax effect of actuarial gains/(losses) on defined benefit plans 19 21 82
Other comprehensive income for the year, net of tax (1,898) 22
of which to be recycled in income statement (1,792) 352
of which not to be recycled in income statement (106) (330)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 340 2,545
attributable to owners of the parent 271 2,400
attributable to non controlling interests 69 145

2. Consolidated statement of cash flows

(in millions of euros) Note Full Year 2020 Full Year 2019
Profit for the year 2,238 2,523
Losses/(gains) from discontinued operations - 3
Share of (profit)/losses of associates (66) (78)
Income and expenses with no effect on cash flow:
Depreciation of property, plant and equipment 11 698 701
Amortization of intangible assets other than goodwill 10 512 474
Impairment losses on non-current assets 54 63
Increase/(decrease) in provisions 21 266 56
Losses/(gains) on disposals of assets (10) 206
Difference between tax paid and tax expense (137) (2)
Other non-cash adjustments 96 66
Net cash provided by operating activities 3,651 4,012
Decrease/(increase) in accounts receivables 326 22
Decrease/(increase) in inventories and work in progress (153) 209
(Decrease)/increase in accounts payable 344 (41)
Decrease/(increase) in other current assets and liabilities 267 80
Change in working capital requirement 784 270
TOTAL I - CASH FLOWS FROM OPERATING ACTIVITIES 4,435 4,282
Purchases of property, plant and equipment 11 (485) (506)
Proceeds from disposals of property, plant and equipment 55 38
Purchases of intangible assets 10 (332) (338)
Net cash used by investment in operating assets (762) (806)
Acquisitions and disposals of businesses, net of cash acquired & disposed 2 (2,393) (79)
Other long-term investments 11 59
Increase in long-term pension assets (106) (90)
Sub-total (2,488) (110)
TOTAL II - CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES (3,250) (916)
Issuance of bonds 22 2,444 964
Repayment of bonds 22 (500) (500)
Sale/(purchase) of own shares (50) (266)
Increase/(decrease) in other financial debt 1,032 (1,078)
Increase/(decrease) of share capital 19 43 168
Transaction with non-controlling interests * 2 1,141 -
Dividends paid to Schneider Electric's shareholders 19 (1,413) (1,296)
Dividends paid to non-controlling interests (112) (117)
TOTAL III - CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES 2,585 (2,125)
TOTAL IV - NET FOREIGN EXCHANGE DIFFERENCE (403) (18)
TOTAL V - EFFECT OF DISCONTINUED OPERATIONS - (59)
INCREASE/(DECREASE) IN NET CASH AND CASH EQUIVALENTS: I +II +III +IV +V 3,367 1,164
Net cash and cash equivalents, beginning of the period 18 3,395 2,231
Increase/(decrease) in cash and cash equivalents 3,367 1,164
NET CASH AND CASH EQUIVALENTS, END OF THE PERIOD 18 6,762 3,395

* In 2020, the Group received EUR 1,141 million of cash from AVEVA's minority interests, following the increase of capital realized by the latter, to finance the on-going acquisition of OSISoft (Note 2).

3. Consolidated balance sheet

Assets

(in millions of euros) Note Dec. 31, 2020 Dec. 31, 2019
NON-CURRENT ASSETS:
Goodwill, net 9 19,956 18,719
Intangible assets, net 10 5,033 4,647
Property, plant and equipment, net 11 3,619 3,680
Investments in associates and joint ventures 12 598 533
Non-current financial assets 13 776 645
Deferred tax assets 14 1,984 2,004
TOTAL NON-CURRENT ASSETS 31,966 30,228
CURRENT ASSETS:
Inventories and work in progress 15 2,883 2,841
Trade and other operating receivables 16 5,626 5,953
Other receivables and prepaid expenses 17 2,094 2,087
Current financial assets 18 19
Cash and cash equivalents 18 6,895 3,592
TOTAL CURRENT ASSETS 17,516 14,492
Assets held for sale & discontinued operations - 283
TOTAL ASSETS 49,482 45,003

Liabilities

(in millions of euros) Note Dec. 31, 2020 Dec. 31, 2019
EQUITY: 19
Share capital 2,268 2,328
Additional paid in capital 2,248 3,134
Retained earnings 17,648 16,034
Translation reserve (1,541) 65
Equity attributable to owners of the parent 20,623 21,561
Non controlling interests 3,104 1,579
TOTAL EQUITY 23,727 23,140
NON-CURRENT LIABILITIES:
Pensions and other post-employment benefit obligations 20 1,708 1,806
Other non-current provisions 21 930 940
Non-current financial liabilities 22 8,196 6,405
Deferred tax liabilities 14 917 1,021
Other non-current liabilities 1,109 883
TOTAL NON-CURRENT LIABILITIES 12,860 11,055
CURRENT LIABILITIES:
Trade and other operating payables 4,664 4,215
Accrued taxes and payroll costs 3,413 3,147
Current provisions 21 1,000 794
Other current liabilities 1,558 1,428
Current debt 22 2,260 979
TOTAL CURRENT LIABILITIES 12,895 10,563
Liabilities held for sale & discontinued operations - 245
TOTAL EQUITY AND LIABILITIES 49,482 45,003

4. Consolidated statement of changes in equity

(in millions of euros) Number
of shares
(thousands)
Capital Additional
paid-in
capital
Treasury
Shares
Retained
earnings
Trans
lation
reserve
Equity
attributable
to owners of
the parent
Non
controlling
interests
Total
Dec. 31, 2018 579,169 2,317 2,977 (2,982) 18,703 (233) 20,782 1,482 22,264
IFRIC 23 impact (223) (223) (223)
Jan. 1, 2019 579,169 2,317 2,977 (2,982) 18,480 (233) 20,559 1,482 22,041
Profit for the year 2,413 2,413 110 2,523
Other comprehensive income (311) 298 (13) 35 22
Comprehensive
income
for
the year
- - - - 2,102 298 2,400 145 2,545
Capital increase 2,676 10 151 161 161
Exercise of performance shares 224 1 6 7 7
Dividends (1,296) (1,296) (117) (1,413)
Change in treasury shares (266) (266) (266)
Share-based compensation ex
pense
148 148 6 154
Other (152) (152) 63 (89)
Dec. 31, 2019 582,069 2,328 3,134 (3,248) 19,282 65 21,561 1,579 23,140
Profit for the year 2,126 2,126 112 2,238
Other comprehensive income (249) (1,606) (1,855) (43) (1,898)
Comprehensive
income
for
the year
- - - - 1,877 (1,606) 271 69 340
Capital increase 43 43 43
Exercise of performance shares - -
Dividends (1,413) (1,413) (112) (1,525)
Change in treasury shares (15,000) (60) (929) (50) 989 (50) (50)
Share-based compensation ex
pense
140 140 5 145
Other 71 71 1,563 1,634
Dec. 31, 2020 567,069 2,268 2,248 (3,298) 20,946 (1,541) 20,623 3,104 23,727

5. Notes to the consolidated financial statements

Contents

Note 1 Accounting policies
.
8
Note 2 Changes in the scope of consolidation
.
18
Note 3 Segment information
.
19
Note 4 Research and development 21
Note 5 Impairment losses, depreciation and amortization expenses 21
Note 6 Other operating income and expenses 21
Note 7 Other financial income and expenses 22
Note 8 Income tax expenses 22
Note 9 Goodwill 22
Note 10 Intangibles assets 23
Note 11 Property, plant and equipment 25
Note 12 Investments in associates and joint ventures 26
Note 13 Non-current financial assets 27
Note 14 Deferred taxes by Nature
.
28
Note 15 Inventories and work in progress
.
28
Note 16 Trade accounts receivable 29
Note 17 Other receivables and prepaid expenses 30
Note 18 Cash and cash equivalents
.
30
Note 19 Shareholder's equity 30
Note 20 Pensions and other post-employment benefit obligations 34
Note 21 Provisions for contingencies and charges 37
Note 22 Total current and non-current financial liabilities 38
Note 23 Classification of financial instruments 40
Note 24 Employees 46
Note 25 Related parties transactions
.
47
Note 26 Commitments and contingent liabilities 47
Note 27 Subsequent events 47
Note 28 Statutory Auditors' fees 47
Note 29 Consolidated companies 49

All amounts in millions of euros unless otherwise indicated.

The following notes are an integral part of the consolidated financial statements.

The Schneider Electric Group's consolidated financial statements for the financial year ended December 31, 2020 were authorized for issue by the Board of Directors on February 10, 2021. They will be submitted to shareholders for approval at the Annual General Meeting of April 28, 2021.

The Group's main businesses are described in Chapter 1 of the Universal Registration Document.

COVID-19 pandemic

Impact of the spread of the COVID-19 and Strategy of the Group

The COVID-19 pandemic and the actions taken in response to its spread have resulted in disturbances to the Group's business operations, and supply chain in the course of the year.

In this context, the Group has been coordinating its teams globally, regionally and locally to ensure business continuity and focused on the following key elements : health, business continuity, cash & costs, rebound with customers, taking care of communities through the launch of "Tomorrow Rising Fund".

While the first initiatives included ensuring the health and safety of its employees, the Group also adapted some facilities to assist in the production of essential medical equipment. The supply chain organization instituted a global management team that has been tracking evolution of the situation in real time. The Group focused on enhancing the digital customer experience, while establishing communities and partnerships, and provided multiple digital interactions and trainings to customers across the world. The Group also accelerated its medium term cost efficiency plan, and implemented specific tactical savings across the organization, leveraging its multi-local model.

Government grants

The Group did not benefit from significant grants established by the countries impacted by the pandemic, and chose not to resort to the exceptional liquidity support schemes proposed by the French state to overcome the crisis. The Group however benefited from deferral of payment of various tax and social charges accross the world, generating temporary positive cash impact that will be compensated in 2021.

Risks and uncertainties

The Group demonstrated the agility and resilience of its global supply chain while coordinating and regionally managing supply chain organization to enable quick decision making and flexibility. The crisis did not reveal new risks factors for the Group.

Liquidity and balance sheet position

At December 31, 2020, the Group has a total liquidity of around EUR 10.7 billion, including cash & cash equivalents and undrawn available committed credit lines. The Group has sufficient liquidity for debt repayments, funding acquisitions that have been already announced, and its operations for at least the year to come. The Group working capital was assessed with the same accounting policies, principles and methodologies used for the full year 2019 consolidated financial statements. There was no material impairment booked in the income statement as at December 31, 2020.

Impairment of assets

The Group expects to emerge strong from the crisis and recover its sales & margin level in the near perspective, and has therefore restated its adjusted EBITA margin ambition for 2022.

The Group performed the annual impairment test of all the Cash Generating Units (CGUs) using the same methodology as the one used on previous periods, and described in note 1.11. Following the performance of these tests, the Group concluded that there was no risk of impairment at December 31, 2020. The respective headrooms have not been significantly impacted by the crisis.

NOTE 1 Accounting policies

1.1- Accounting standards

The consolidated financial statements have been prepared in compliance with the international accounting standards (IFRS) as adopted by the European Union as of December 31, 2020. The same accounting methods were used as for the consolidated financial statements for the year ended December 31, 2019.

The following standards and interpretations that were applicable during the period did not have a material impact on the consolidated financial statements as of December 31, 2020:

  • amendments to IFRS 16 Leases Covid 19-Related Rent Concessions;
  • amendments to IFRS 3 Business Combinations;
  • amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform;
  • amendments to IAS 1 and IAS 8 Definition of Material;
  • annual improvements to References to the Conceptual Framework in IFRS Standards.

The Group did not apply the following standards and interpretations for which mandatory application is subsequent to December 31, 2020:

  • standards adopted by the European Union:
  • amendments to IFRS 4 Contracts Deferral of IFRS 9;
  • amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform- Phase 2.
  • standards not yet adopted by the European Union:
  • IFRS 17 Insurance Contracts
  • amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current;
  • amendments to IFRS 3 Business Combinations;

  • amendments to IAS 16 Property, Plant and Equipment;

  • amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets;
  • Annual Improvements 2018-2020.

The Group is currently assessing the potential effect on the Group's consolidated financial statements of the standards not yet applicable as of December 31, 2020. At this stage of analysis, the Group does not expect any material impact on its consolidated financial statements.

Effects of IFRS 16

Leases Covid 19-Related Rent Concessions

On 28 May 2020, the IASB issued Covid-19-Related Rent Concessions - amendment to IFRS 16 - Leases. The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a practical expedient authorized by the amendment, Schneider Electric elected, for the concessions that meet the amendment's criteria, not to assess whether a Covid-19 related rent concession from a lessor is a lease modification. The amendment applies to annual reporting periods beginning on or after 1 January 2020. This amendment had no significant impact on the consolidated financial statements of the Group and the total incentives provided by lessors for the Group amount to around 2 million euros.

IFRIC decision - Lease term and useful life of non removable leasehold improvements

The November 2019 IFRIC decision has been applied by the Group as of December 2020 with retroactive effect. For this purpose, remaining useful life of leasehold improvements have been compared to the duration defined for IFRS 16 on a case by case basis. Furthermore, all contracts classified as short term leases because considered as not enforceable beyond 12 months were reviewed, to ensure that the most probable duration was considered as the IFRS 16 duration. Any deviation identified has been adjusted and the total impact of those corrections is not significant for the Group.

1.2- Basis of presentation

The financial statements have been prepared on a historical cost basis, except for derivative instruments and certain financial assets, which are measured at fair value. Financial liabilities are measured using the amortized cost model. The book value of hedged assets and liabilities, under fair-value hedge, corresponds to their fair value, for the part corresponding to the hedged risk.

1.3- Use of estimates and assumptions

The preparation of financial statements requires Group and subsidiary management to make estimates and assumptions that are reflected in the amounts of assets and liabilities reported in the consolidated balance sheet, the revenues and expenses in the statement of income and the commitments created during the reporting period. Actual results may differ.

These assumptions mainly concern:

  • the measurement of the recoverable amount of goodwill, property, plant and equipment and intangible assets (Note 1.8 and 1.9) and the measurement of impairment losses (Note 1.11);
  • the measurement of the recoverable amount of non-current financial assets (Note 1.12 and Note 13);
  • the realizable value of inventories and work in progress (Note 1.13);
  • the recoverable amount of trade and other operating receivables (Note 1.14);
  • the valuation of share-based payments (Note 1.20);
  • the calculation of provisions or risk contingencies (Note 1.21);
  • the measurement of pension and other post-employment benefit obligations (Note 1.19 and Note 20);
  • the recoverability of deferred tax assets related to tax loss carryforward (Note 14).

1.4- Consolidation principles

Subsidiaries, over which the Group exercises exclusive control, either directly or indirectly, are fully consolidated.

Group investments in entities controlled jointly with a limited number of partners, such as joint ventures and companies over which the Group has significant influence ("associates") are accounted for by the equity method. Significant influence is presumed to exist when more than 20% of voting rights are held by the Group.

Companies acquired or sold during the year are included in or removed from the consolidated financial statements as of the date when effective control is acquired or relinquished.

Intra-group balances and transactions are eliminated.

The list of consolidated main subsidiaries, joint ventures and associates can be found in Note 29.

The reporting date for all companies included in the scope of consolidation is December 31, with the exception of certain immaterial associates accounted for by the equity method. For the latter however, financial statements up to September 30 of the financial year have been used (maximum difference of three months in line with the standards).

1.5- Business combinations

Business combinations are accounted for using the acquisition method, in accordance with IFRS 3 - Business Combinations. Acquisition costs are presented under "Other operating income and expenses" in the statement of income.

All acquired assets, liabilities and contingent liabilities are recognized at their fair value at the acquisition date, the fair value can be adjusted during a measurement period that can last for up to 12 months from the date of acquisition.

The excess of the cost of acquisition over the Group's share in the fair value of assets and liabilities at the date of acquisition is recognized in goodwill. Where the cost of acquisition is lower than the fair value of the identified assets and liabilities acquired, the badwill is immediately recognized in the statement of income.

Goodwill is not amortized, but tested for impairment at least annually and whenever there is an indication that it may be impaired (see Note 1.11 below). Any impairment losses are recognized under "Amortization expenses and impairment losses of purchase accounting intangible assets".

1.6- Translation of the financial statements of foreign subsidiaries

The consolidated financial statements are prepared in euros.

The financial statements of subsidiaries that use another functional currency are translated into euros as follows:

  • assets and liabilities are translated at the official closing rates;
  • income statement, backlog and cash flow items are translated at average annual exchange rates.

Gains or losses on translation are recorded in consolidated equity under "Cumulative translation reserve".

The Group applies IAS 29 - Financial Reporting in Hyperinflationary Economies to the Group's subsidiaries in hyperinflation countries (Venezuela and Argentina). The impacts are not significant for the Group in 2020.

1.7- Foreign currency transactions

Foreign currency transactions are recorded using the exchange rate in effect at the transaction date or at the hedging rate. At the balance sheet date, monetary items in foreign currency (eg. payables, receivables, etc.) are translated into the functional currency of the entity at the closing rate or at the hedging rate. Gains or losses on translation of foreign currency transactions are recorded under "Net financial income/ (loss)". Foreign currency hedging is described below, in Note 1.23.

However, certain long-term receivables and loans to subsidiaries are considered to be part of a net investment in a foreign operation, as defined by IAS 21 - The effects of changes in foreign exchange rates. As such, the impact of exchange rate fluctuations is recorded in equity and recognized in the statement of income when the investment is sold or when the long-term receivable or loan is reimbursed.

1.8- Intangible assets

Intangible assets acquired separately or as part of a business combination

Intangible assets acquired separately are initially recognized in the balance sheet at historical cost. They are subsequently measured using the cost model, in accordance with IAS 38 - Intangible Assets.

Intangible assets (mainly trademarks, technologies and customer lists) acquired as part of business combinations are recognized in the balance sheet at fair value at the combination date, appraised externally for the most significant assets and internally for the rest, and that represents its historical cost in consolidation. The valuations are performed using generally accepted methods, based on future inflows.

Intangible assets are generally amortized on a straight-line basis over their useful life or, alternatively, over the period of legal protection. Amortized intangible assets are tested for impairment when there is any indication that their recoverable amount may be less than their carrying amount.

Amortization expenses and impairment losses on intangible assets acquired in a business combination are presented on a separate statement of income line item, "Amortization expenses and impairment losses of purchase accounting intangible assets".

Trademarks

The trademarks fair value is determined using the royalty method at the date of acquisition.

Trademarks acquired as part of a business combination are not amortized when they are considered to have an indefinite life.

The criteria used to determine whether or not such trademarks have indefinite lives and, as the case may be, their lifespan, are as follows:

  • brand awareness;
  • outlook for the brand in light of the Group's strategy for integrating the trademark into its existing portfolio.

Non-amortized trademarks are tested for impairment at least annually and whenever there is an indication they may be impaired. When necessary, an impairment loss is recorded.

Internally-generated intangible assets

Research and development costs

Research costs are expensed in the statement of income when incurred. Development costs for new projects are capitalized if, and only if:

  • the project is clearly identified and the related costs are separately identified and reliably monitored;
  • the project's technical feasibility has been demonstrated and the Group has the intention and financial resources to complete the project and to use or sell the resulting products;
  • the Group has allocated the necessary technical, financial and other resources to complete the development;
  • it is probable that the future economic benefits attributable to the project will flow to the Group.

Development costs that do not meet these criteria are expensed in the financial year in which they are incurred.

Before the commercial launch, capitalized development projects are tested for impairment at least annually. From the date of the commercial launch, capitalized development projects are amortized over the lifespan of the underlying technology, which generally ranges from three to ten years. The amortization expenses of such capitalized projects are included in the cost of the related products and classified into "Cost of sales" when the products are sold.

As for development-related assets which are in the amortization period, they are tested for impairment in case an impairment risk has been identified.

Software implementation

External and internal costs relating to the implementation of Enterprise Resource Planning (ERP) applications are capitalized when they relate to the programming, coding and testing phase. They are amortized over the applications' useful lives. In accordance with paragraph 98 of IAS 38, the SAP bridge application currently being rolled out within the Group is amortized using the production unit method to reflect the pattern in which the asset's future economic benefits are expected to be consumed. Said units of production correspond to the number of users of the rolled-out solution divided by the number of target users at the end of the roll-out.

1.9- Property, plant and equipment

Property, plant and equipment is primarily comprised of land, buildings and production equipment and is carried at cost, less accumulated depreciation and any accumulated impairment losses, in accordance with the recommended treatment in IAS 16 - Property, plant and equipment.

Each component of an item of property, plant and equipment with a useful life that differs from that of the whole item is depreciated separately on a straight-line basis. The main useful lives are as follows:

  • buildings: 20 to 40 years;
  • machinery and equipment: 3 to 10 years;
  • other: 3 to 12 years.

The useful life of property, plant and equipment used in operating activities, such as production lines, reflects the related products' estimated life cycles.

Useful lives of items of property, plant and equipment are reviewed periodically and may be adjusted prospectively if appropriate. The depreciable amount of an asset is determined after deducting its residual value, when the residual value is material.

Depreciation is expensed in the period and included in the production cost of inventory or the cost of internally-generated intangible assets. It is recognized in the statement of income under "Cost of sales", "Research and development costs" or "Selling, general and administrative expenses", as the case may be.

Items of property, plant and equipment are tested for impairment whenever there is an indication they may be impaired. Impairment losses are charged to the statement of income under "Other operating income and expenses".

Since 2019, property, plant and equipment also includes right-of-use assets, in accordance with the recommended treatment in IFRS 16 - Leases, and as described in the following note.

1.10- Leases

The Group has adopted IFRS 16 on January 1, 2019, according to the modified retrospective approach.

Scope of the Group's contracts

The lease contracts identified within all the Group entities fall under the following categories:

  • real estate: office buildings, factories, and warehouses;
  • vehicles: cars and trucks;
  • forklifts used mainly in factories or storage warehouses.

The Group has retained the exemption for low-value assets (i.e.assets with a cost lower than USD 5,000). Thus, the defined scope does not include small office or IT equipment, mobile phones or other small equipment, which all correspond to low-value equipment. Shortterm contracts (i.e. less than 12 months without purchase option) are also exempted under the standard. In this case, for example, for occasional vehicle or accommodation rentals.

Rental obligation:

At the inception date of the lease, the Group recognizes the lease liabilities, measured at the present value of the lease payments to be made over the term of the lease. The present value of payments is calculated mainly using the marginal borrowing rate of the contracting entity's country, at the contract starting date.

Rental payments include fixed payments (net of rental incentives receivable), variable payments based on an index or rate and amounts that should be paid under residual value guarantees. Besides, the simplification allowing not to split services components has not been elected by the Group. Therefore, only the rents are taken into account in the lease payments.

Lease payments also include, when applicable, the exercise price of a purchase option reasonably certain to be exercised by the Group and the payment of penalties for the termination of a lease, if the term of the lease takes into account the fact that the Group has exercised the termination option.

Variable lease payments that are not dependent on an index or rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.

After the start date of the contract, the amount of rental obligations is increased to reflect the increase in interest and reduced for lease payments made.

In addition, the carrying amount of the lease liabilities is revalued in the event of a reassessment or modification in the lease (e.g. change in the term of the lease, change in lease payments, application of annual indexation, etc.).

The obligation is recorded under other current debt and other non-current liabilities.

Right-of-use assets:

The Group accounts for the assets related to the right-of-use on the lease starting date (i.e. the date on which the underlying asset is available). Assets are measured at cost, less accumulated amortization and impairment losses, and adjusted for the revaluation of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities, initial direct costs incurred and lease payments made on or before the effective date, minus lease inducements received. They are recognized as tangible assets, in the Balance Sheet. Unless the Group is reasonably certain that it will become the owner of the leased asset at the end of the lease term, the recorded right-of-use assets are depreciated using the linear method over the shortest period of time between estimated life of the underlying asset and the duration of the lease. The assets related to the right-of-use are subject to depreciation.

Determining the duration of contracts:

The duration of the Group's contracts varies according to geographies.

The real estate contracts have variable durations depending on the countries and local regulations. Vehicles and forklifts are generally contracted between 3 and 6 years.

In certain geographies, the Group's real estate contracts offer unilateral options for termination of contracts (particularly in France with contracts 3-6-9).

According to the recommendation of IFRIC, on a case by case analysis and based on Real Estate teams' expertise, experience strategy and projects, the Group is determining the most probable duration to perform our calculations. In the majority of cases, the duration chosen is the enforceable duration of the real estate contracts, in particular on the most strategic buildings and factories.

IFRS 16 debt by maturity:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
2020 - 258
2021 250 201
2022 208 182
2023 165 138
2024 122 105
2025 86 71
2026 67 56
2027 55 45
2028 and beyond 125 74
TOTAL 1,078 1,130

1.11- Impairment of assets

In accordance with IAS 36 - Impairment of Assets, the Group assesses the recoverable amount of its long-lived assets as follows:

  • for all property, plant and equipment subject to depreciation and intangible assets subject to amortization, the Group carries out a review at each balance sheet date to assess whether there is any indication that they may be impaired. Indications of impairment are identified based on external or internal information. If such an indication exists, the Group tests the asset for impairment by comparing its carrying amount to the higher of fair value minus costs to sell and value in use;
  • non-amortizable intangible assets and goodwill are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

Value in use is determined by discounting future cash flows that will be generated by the tested assets. These future cash flows are based on Group management's economic assumptions and operating forecasts presented in business plans over a period generally not exceeding five years, and then extrapolated based on a perpetuity growth rate. The discount rate corresponds to the Group's Weighted Average Cost of Capital (WACC) at the measurement date. The WACC stood at 6.8% at December 31, 2020 (6.9% at December 31, 2019). This rate is based on (i) a long-term interest rate of 0.53%, corresponding to the average interest rate for 10-year OAT treasury bonds over the past few years, (ii) the average premium applied to financing obtained by the Group in 2020, and is completed by, for CGUs WACC only, (iii) the weighted country risk premium for the Group's businesses in the countries in question.

The perpetuity growth rate is 2%, unchanged from the previous financial year.

Impairment tests are performed at the level of the Cash-Generating Unit (CGU) to which the asset belongs. A cash-generating unit is the smallest group of assets that generates cash inflows that are largely independent of the cash flows from other assets or groups of assets. The cash-generating units are Low Voltage, Medium Voltage, Industrial Automation and Secure Power. CGUs net assets were allocated to the CGUs at the lowest possible level on the basis of the CGU activities to which they belong; the assets belonging to several activities were allocated to each CGU (Low Voltage, Medium Voltage and Industrial Automation mainly).

The WACC used to determine the value in use of each CGU was 7.4% for Low Voltage, 7.7% for Medium Voltage, 7.6% for Secure Power, and 7.5% for Industrial Automation.

Goodwill is allocated when initially recognized. The CGU allocation is done on the same basis as used by Group management to monitor operations and assess synergies deriving from acquisitions.

Where the recoverable amount of an asset or CGU is lower than its book value, an impairment loss is recognized for the excess of the book value over the recoverable value. The recoverable value is defined as the highest value between the value in use and the fair value less costs to sell. Where the tested CGU comprises goodwill, any impairment losses are firstly deducted from goodwill.

1.12- Non-current financial assets

Investments in non-consolidated companies are initially recorded at their cost of acquisition and subsequently measured at fair value. The fair value of investments listed in an active market may be determined reliably and corresponds to the listed price at balance sheet date (Level 1 from the fair value hierarchy as per IFRS 7).

IFRS 9 standard allows two accounting treatments for equity instruments:

• change in fair value is recognized through "Other Comprehensive Income" in the comprehensive income statement, and in equity under "Other reserves" in the balance sheet, with no subsequent recycling in the income statement even upon sale. • change in fair value, as well as gain or loss in case of sale, are recognized in the income statement.

The election between those two methods is to be made from inception for each equity investment and is irrevocable.

Venture capital (FCPR) / Mutual funds (SICAV) are recognized at fair value through income statement, in accordance with IFRS 9.

Loans, recorded under "Non-current financial assets", are carried at amortized cost. In accordance with IFRS 9, a depreciation is booked from inception to reflect the expected credit risk losses within 12 months. In case of significant degradation of the credit quality, the initial level of depreciation is modified to cover the entire expected losses over the remaining maturity of the loan.

1.13- Inventories and work in progress

Inventories and work in progress are measured at the lower of their initial recognition cost (acquisition cost or production cost generally determined by the weighted average price method) or of their estimated net realizable value.

Net realizable value corresponds to the estimated selling price net of remaining expenses to complete and/or sell the products. Inventory impairment losses are recognized in "Cost of sales". The cost of work in progress, semi-finished and finished products, includes the cost of materials and direct labor, subcontracting costs, all production overheads based on normal manufacturing capacity and the portion of research and development costs that are directly related to the manufacturing process (corresponding to the amortization of capitalized projects in production and product and range of products maintenance costs).

1.14- Trade and other operating receivables

Trade and other operating receivables are depreciated according to the simplified IFRS 9 model. From inception, trade receivables are depreciated to the extent of the expected losses over their remaining maturity.

The credit risk of trade receivables is assessed on a collective basis country by country, as the geographical origin of receivables is considered representative of their risk profile. Countries are classified by risk profile using the assessment provided by an external agency. The provision for expected credit losses is evaluated using (i) the probabilities of default communicated by a credit agency, (ii) historical default rates, (iii) aging balance, (iv) as well as the Group's assessment of the credit risk considering actual guarantees and credit insurance.

Once it is known with certainty that a doubtful receivable will not be collected, the doubtful account and its related depreciation are written off through the income statement.

Accounts receivable are discounted in cases where they are due in over one year and the discounting impact is significant.

1.15- Assets held for sale and liabilities of discontinued operations

Assets held for sale are no longer amortized or depreciated and are recorded separately in the balance sheet under "Assets held for sale" at the lower of its amortized cost and net realizable value.

1.16- Deferred taxes

Deferred taxes, related to temporary differences between the tax basis and accounting basis of consolidated assets and liabilities, are recorded using the balance sheet liability method, based on tax rates and tax rules enacted before the balance sheet date. The effect of any change in the tax rate is recognised in the income statement, apart from changes relating to items initially recognised directly in equity.

Future tax benefits arising from the utilization of tax loss carry forwards (including amounts available for carry forward without time limit) are recognized only when they can reasonably be expected to be realized. The carrying amount of deferred tax assets is tested for impairment at each balance sheet date and an impairment loss is recognised to the extent that it is no longer probable that sufficient taxable profits will be available against which the deferred tax asset can be fully or partially offset.

Deferred tax assets and liabilities are not discounted and are recorded in the balance sheet under non-current assets and liabilities. Deferred tax assets and liabilities related to the same unit and which are expected to reverse in the same period are offset.

1.17- Cash and cash equivalents

Cash and cash equivalents presented in the balance sheet consist of cash, bank accounts, term deposits of three months or less and marketable securities traded on organized markets. Marketable securities are short-term, highly-liquid investments that are readily convertible to known amounts of cash at maturity. They notably consist of bank deposits, commercial paper, mutual funds and equivalents. Considering their nature and maturities, these instruments represent insignificant risk of changes in value and are treated as cash equivalents.

1.18- Schneider Electric SE shares

Schneider Electric SE shares held by the parent company or by fully consolidated companies are measured at acquisition cost and deducted from equity.

Gains/(losses) on the sale of own shares are canceled from consolidated reserves, net of tax.

1.19- Pensions and other employee benefit obligations

Depending on local practices and laws, the Group's subsidiaries participate in pension, termination benefit and other long-term benefit plans. Benefits paid under these plans depend on factors such as seniority, compensation levels and payments into mandatory retirement programs.

Defined contribution plans

Payments made under defined contribution plans are recorded in the income statement, in the year of payment, and are in full settlement of the Group's liability. As the Group is not committed beyond these contributions, no provision related to these plans has been booked. In most countries, the Group participates in mandatory general plans, which are accounted for as defined contribution plans.

Defined Benefit plans

Defined Benefit plans are measured using the projected unit credit method.

Expenses recognized in the statement of income are split between operating income (for service costs rendered during the period) and net financial income/(loss) (for financial costs and expected return on plan assets).

The amount recognized in the balance sheet corresponds to the present value of the obligation, and net of plan assets.

When this is an asset, the recognized asset is limited to the present value of any economic benefit due in the form of plan refunds or reductions in future plan contributions.

Changes resulting from periodic adjustments to actuarial assumptions regarding general financial and business conditions or demographics (i.e., changes in the discount rate, annual salary increases, return on plan assets, years of service, etc.) as well as experience adjustments are immediately recognized in the balance sheet as a separate component of equity in "Other reserves" and in comprehensive income as "Other comprehensive income/loss".

Other commitments

Provisions are funded and expenses recognized to cover the cost of providing health-care benefits for certain Group retirees in Europe and the United States. The accounting policies applied to these plans are similar to those used to account for Defined Benefit pension plans.

The Group also funds provisions for all its subsidiaries to cover seniority-related benefits (primarily long service awards for its French subsidiaries). Actuarial gains and losses on these benefit obligations are fully recognized in profit or loss.

1.20- Share-based payments

The Group grants performance shares to senior executives and certain employees.

Pursuant to the application of IFRS 2 - Share-based payments, these plans are measured on the date of grant and an employee benefits expense is recognized on a straight-line basis over the vesting period, in general three or four years depending on the country in which it is granted.

The Group uses the Cox-Ross-Rubinstein binomial model to measure these plans.

For performance shares and stock options, this expense is offset in the equity. In the case of stock appreciation rights, a liability is recorded corresponding to the amount of the benefit granted, re-measured at each balance sheet date.

As part of its commitment to employee share ownership, Schneider Electric gave its employees the opportunity to purchase shares at a discounted price (Note 19).

1.21- Provisions and risk contingencies

A provision is recognized when it is probable that the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the loss or liability is not likely and cannot be reliably estimated, but remains possible, the Group discloses it as a contingent liability. Provisions are calculated on a case-by-case or statistical basis, and discounted when the impact from discounting is significant.

Provisions are primarily set aside to cover:

  • economic risks: these provisions relate to probable tax risks arising on positions taken by the Group or its subsidiaries. Each position is assessed individually and not offset, and reflects the best estimate of the risk at the end of the reporting period. Where applicable, it includes any late-payment interest and fines. In accordance with IFRIC 23 - Uncertainty over income tax treatments, provisions covering uncertainties over income tax treatment are presented under "Accrued taxes and payroll costs" as of 1st of January 2019;
  • customer risks: provisions for customer risks mainly integrate the provisions for losses at completion for some of long term contracts. Provisions for expected losses are fully recognized as soon as they are identified;
  • product risks: these provisions comprise
  • statistical provisions for warranties: the Group funds provisions on a statistical basis for the residual cost of Schneider Electric product warranties not covered by insurance. The provisions are estimated with consideration of historical claim statistics and the warranty period;
  • provisions to cover disputes concerning defective products and recalls of clearly identified products.
  • environmental risks: these provisions are primarily funded to cover clean-up costs. The estimation of the expected future outflows is based on reports from independent experts;
  • restructuring costs, when the Group has prepared a detailed plan for the restructuring and has either announced or started to implement the plan before the end of the year. The estimation of the liability include only direct expenditure arising from the restructuring.

1.22- Financial liabilities

Financial liabilities primarily comprise bonds, commercial paper and short and long-term bank borrowings. These liabilities are initially recorded at fair value, from which any direct transaction costs are deducted. Subsequently, they are measured at amortized cost based on their effective interest rate.

1.23- Financial instruments and derivatives

Risk hedging management is centralized. The Group's policy is to use derivative financial instruments exclusively to manage and hedge changes in exchange rates, interest rates or prices of certain raw materials. The Group uses instruments such as FX forwards, FX options, cross currency swaps, interest rate swaps and commodities future, swaps or options, depending on the nature of the exposure to be hedged.

All derivatives are recorded in the balance sheet at fair value with changes in fair value recorded in the statement of income, except when they are qualified in a hedging relationship.

Foreign currency hedges

The Group periodically enters into FX derivatives to hedge the currency risk associated with foreign currency transactions. Whenever possible, monetary items (except specific financing items) denominated in foreign currency carried in the balance sheet of Group companies are hedged by rebalancing assets and liabilities per currency through FX spots realized with Corporate Treasury (natural hedge). The FX risk is thus aggregated at Group level and hedged with FX derivatives. When FX risk management cannot be centralized, the Group contracts FX forwards to hedge operating receivables and payables carried in the balance sheet of Group companies. In both cases, the Group does not apply hedge accounting because gains and losses generated on these FX derivatives naturally offset within "Net financial income/(loss)" with gains or losses resulting from the translation at end-of-year rates of payables and receivables denominated in foreign currency.

The Group also hedges future cash flows, including recurring future transactions and planned acquisitions or disposals of investments. In accordance with IFRS 9, these are treated as cash flow hedges. These hedging instruments are recognized at fair value in the balance sheet. The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is accumulated in equity, under "Other reserves", and then recognized in the income statement when the hedged item affects profit or loss.

The Group also hedges FX risk financing receivables or payables (including current accounts and loans with subsidiaries) using FX derivatives than can be documented either in Cash Flow Hedge or Fair Value Hedge depending on the nature of the derivative.

The Group may also designate FX derivatives or borrowings as hedging instruments of its investments in foreign operations (net investment hedge). Changes of value of those hedging instruments are accumulated in equity and recognized in the statement of income symmetrically to the hedged items.

The Group documents FX derivative based on the spot rate. The Group adopted the cost of hedging option offered by IFRS 9 to limit volatility in the statement of income related to forward points:

  • For FX derivatives hedging an item on the balance sheet: Forward points are amortized in statement of income on a straight-line basis. Forward points related to FX derivatives hedging financing transactions are included in "Finance costs, net";
  • For FX derivatives hedging future transactions not yet recorded on the balance sheet: Forward points are recorded in the statement of income when the hedged transaction impacts the statement of income.

Interest rate hedges

Interest rate swaps allow the Group to manage its exposure to interest rate risk. The derivative instruments used are financially adjusted to the schedules, rates and currencies of the borrowings they cover. They involve the exchange of fixed and floating-rate interest payments. The differential to be paid (or received) is accrued as an adjustment to interest income or expense over the life of the agreement. The Group applies hedge accounting as described in IFRS 9 for interest rate swaps. Gains and losses on re-measurement of interest rate swaps at fair value on the balance sheet are recognized in equity (for Cash Flow Hedges) or in profit or loss (for Fair Value Hedges).

Borrowings hedged by an interest rate derivative in a fair value hedge are reevaluated at fair value for the portion of risk being hedged, with offsetting entry in the statement of income.

Cross-currency swaps may be presented both as foreign exchange hedges and interest rate hedges depending on the characteristics of the derivative.

Commodity hedges

The Group also purchases commodity derivatives including forward purchase contracts, swaps and options to hedge price risks on all or part of its forecast future purchases. Under IFRS 9, these qualify as cash flow hedges. These instruments are recognized in the balance sheet at fair value at the period-end (mark to market). The effective portion of the hedge is recognized separately in equity (under "Other reserves") and then recognized in income (gross margin) when the underlying hedge affects consolidated income. The effect of this hedging is then incorporated in the cost price of the products sold.

Shares hedges

Schneider Electric shares are hedged in relation to last Stock Appreciation Rights granted to US employees before 2012 using derivatives documented in cash flow hedge.

Time value of options documented in a hedging relationship is recorded using the same approach used for forward points. Any ineffectiveness arising from a derivative documented in a hedging relationship is recorded in "Net financial income/(loss)".

Cash flows from financial instruments are recognized in the consolidated statement of cash flows in a manner consistent with the underlying transactions.

1.24- Revenue recognition

The Group's revenues primarily include transactional sales and revenues from services, and system contracts (projects).

Some contracts may include the supply to the customer of distinct goods and services (for instance contracts combining build followed by operation and maintenance). In such situations, the contract is analyzed and segmented into several components ("performance obligations"), each component being accounted for separately, with its own revenue recognition method and margin rate. The selling price is allocated to each performance obligation in proportion to the specific selling price of the underlying goods and services. This allocation should reflect the share of the price to which Schneider Electric expects to be entitled in exchange for the supply of these goods or services.

Revenue associated with each performance obligation identified within a contract is recognized when the obligation is satisfied, i.e. when the control of the promised goods or services is transferred to the customer.

The following revenue recognition methods can be applied:

Recognition of revenue at a point of time

Revenue from sales is recognized at a point of time, when the control of the promised goods or services is transferred to the customer. This method is applicable for all transactional sales and for specific services such as spare parts deliveries, or on-demand services.

Recognition of revenue over time

To demonstrate that the transfer of goods is progressive and recognize revenue over time, the following cumulative criteria are required:

  • the goods sold have no alternative use, and
  • enforceable right to payment (corresponding to costs incurred, plus a reasonable profit margin) for the work performed to date exists, in the event of early termination for convenience by the customer.

When these criteria are fulfilled, revenue is recognized using the percentage-of-completion method, based on the percentage of costs incurred in relation to total estimated costs of the performance obligation. The cost incurred includes direct and indirect costs relating to the contracts.

Expected losses on contracts are fully recognized as soon as they are identified.

Penalties for late delivery or for the improper execution of a contract are recognized as a deduction from revenue.

This method is applicable for systems contracts (projects) as the constructed assets are highly customized, and thus the Group would incur significant economic losses to redirect the built solutions to other customers.

Revenue from the majority of services contracts is recognized over time, as the customer simultaneously receives and consumes the benefits of the services provided. When costs incurred are stable over the contract's period, revenue is linearized over the contract's length.

Provisions for the discounts offered to distributors are accrued when the products are sold to the distributor and recognized as a deduction from revenue. Certain Group subsidiaries also offer cash discounts to distributors. These discounts and rebates are deducted from sales. Consolidated revenue is presented net of these discounts and rebates.

Backlog and balance sheet presentation

Backlog (as disclosed in Note 3) corresponds to the amounts of the selling price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) at closing date.

The cumulated amount of revenue accounted for, less progress payments and accounts receivable (presented on a dedicated line of the balance sheet) is determined on a contract-by-contract basis. If this amount is positive, the balance is recognized under "contract assets" in the balance sheet. If it is negative, the balance is recognized under "contract liabilities" (see Note 16). Reserves for onerous contracts (socalled reserves for loss at completion) are excluded from contract assets and liabilities and presented among the "provisions for customer risks" item.

1.25- Earnings per share

Earnings per share are calculated in accordance with IAS 33 - Earnings Per Share.

Diluted earnings per share are calculated by adjusting profit attributable to equity holders of the parent and the weighted average number of shares outstanding for the dilutive effect of the exercise of stock options outstanding at the balance sheet date. The dilutive effect of stock options is determined by applying the "treasury stock" method, which consists of taking into account the number of shares that could be purchased, based on the average share price for the year, using the proceeds from the exercise of the rights attached to the options.

1.26- Statement of cash flows

The consolidated statement of cash flows has been prepared using the indirect method, which consists of reconciling net profit to net cash provided by operations. The opening and closing cash positions include cash and cash equivalents, comprised of marketable securities, net of bank overdrafts and facilities.

NOTE 2 Changes in the scope of consolidation

The list of main consolidated companies can be found in Note 29.

2.1- Scope variations

Acquisitions & disposals of the period

Acquisitions

RIB Software SE

On February 13, 2020, the Group announced its intention to launch a voluntary public tender for the acquisition of 100% of the shares of RIB Software SE for a total valorisation of EUR 1.5 billion. On March 25, 2020, the Group acquired approximately 9.99% of the capital of the company, outside the takeover offer. On July 10, 2020, the Group announced the successful completion of the voluntary public takeover offer. As of December 31, 2020, the Group owns 87.64% of the capital of RIB Software, fully consolidated within Energy Management reporting segment. The consideration paid amounts EUR 1,075 million (net of cash acquired).

The purchase accounting resulting from the acquisition is not completed at the closing date. As of December 31, 2020, the net purchase accounting adjustments amount to EUR 228 million, and result mainly of the identification of intangible assets (technologies, trademark and customer relationship). The preliminary Goodwill recognised amounts to EUR 1,114 million as of December 31,2020.

The Group holds a put option agreement on 9.1% of minority interests, valued at EUR 137 million (EUR 29 per share), with a maturity in 2024. This debt has been recognised within "Other non-current liabilities".

ProLeit

On August 4, 2020, the Group acquired ProLeiT AG and fully consolidated in Industrial Automation reporting segment since August 1, 2020. The consideration paid amounts in cash EUR 84 million (net of cash acquired). As of December 31, 2020, the Group recognized intangible assets for a preliminary amount of EUR 31 million (technologies, trademark and customer relationship), and an amount of Goodwill of EUR 91 million.

Larsen & Toubro

On May 1st, 2018, Schneider Electric, partnering with Temasek, a global investment company headquartered in Singapore, reached an agreement to buy Larsen & Toubro's Electrical & Automation business.

On August 31, 2020, the Group completed the transaction to combine Schneider Electric India's Low Voltage and Industrial Automation Products business and Larsen and Toubro ("L&T") Electrical and Automation business, for a consideration paid of EUR 1,571 million. Temasek took 35% stake in the combined business for EUR 530 million. The partnership with Temasek resulted in the dilution of the Group's interests within Schneider Electric India's Low Voltage and Industrial Automation Products business, and in the recognition of a gain of EUR 191 million in the Group share of equity.

L&T is fully consolidated since September 1, 2020, and reports within the Energy Management reporting segment.

The purchase accounting as per IFRS 3R is not completed as of December 31, 2020. The net adjustment of the opening balance sheet is EUR 316 million, resulting mainly from the booking of a preliminary amount of identifiable intangible assets (mainly customer relationship, technology and trademark), and the assessment of some contingent liabilities (mainly related to risks identified on contracts). This adjustment is subject to change in 2021, notably with the ongoing valuation of the environmental risks. The preliminary Goodwill recognised amounts to EUR 1,020 million as of December 31,2020.

Planon

On December 17, 2020, the Group has successfully completed the strategic minority investment in Planon Beheer B.V. (Planon), a leading software provider in Building & Workplace management. As of December 31, 2020, the Group owns 25% of Planon Beheer B.V., which will be accounted under the equity method in 2021. The consideration paid amounts in cash EUR 113 million.

OSIsoft, LLC.

On August 25, 2020, AVEVA Group Plc, which is fully consolidated within Industrial Automation reporting segment, announced the proposed acquisition of OSIsoft. LLC. for a consideration of USD 5.0 billion. OSIsoft is a global leader in real-time industrial operational data software and services. For the year ended December 31,2019, OSIsoft recognised a revenue of USD 470 million and adjusted EBIT of USD 125 million.

AVEVA has received all antitrust and regulatory clearances required ahead of completion of the acquisition, except for the approval of the Committee on Foreign Investment in the United States (CFIUS). The deal is expected to close in the course of March 2021. The deal will be funded by USD 4.4 billion of cash consideration, of which USD 3.5 billion have already been raised via rights issued to existing shareholders (including Schneider Electric), and USD 0.9 billion from existing cash. The remainder will be funded by a USD 0.6 billion share consideration to be issued to Estudillo Holdings Corp. As of December 31, 2020, the cash received from AVEVA's minority interests amounts to EUR 1.1 billion.

Disposals

On October 24, 2019, the Group agreed to establish a Joint Venture with the Russian Direct Investment Fund ("RDIF"), to further strengthen the long-term outlook for the Group's Electroshield Samara business which was consolidated under Energy Management reporting segment and generated revenues of EUR 168 million in 2019.

The transaction with the Russian Direct Investment Fund ("RDIF") was closed on January 20, 2020. The new Joint Venture is accounted for as an equity method investment in 2020.

Follow-up on acquisitions and divestments occurred in 2019 with significant effect in 2020

Acquisitions

No significant acquisition occurred during 2019.

Disposals

On March 25, 2019, the Group announced having entered exclusive negotiations with Transom Capital Group regarding the sale of its Pelco business. On May 24, 2019, the sale of Pelco, which was previously reported within the Energy Management reporting segment, was finalized.

On December 5, 2019, the Group announced having signed an agreement with Vinci Energies regarding the sale of Converse Energy Projects GmbH, which was reported within the Energy Management reporting segment. On December 30, 2019, the sale was finalized.

2.2- Impact of changes in the scope of consolidation on the Group cash flow

Changes in the scope of consolidation at December 31, 2020, decreased the Group's cash position by a net EUR 2,393 million outflow, as described below:

(in millions of euros) Full Year 2020 Full Year 2019
Acquisitions (2,441) (172)
of which RIB Software SE (1,075) -
of which L&T (983) -
of which others (383) -
Disposals 48 93
FINANCIAL INVESTMENTS NET OF DISPOSALS (2,393) (79)

The net investment related to Larsen & Toubro for EUR 983 million pertains to the consideration paid by the Group for the acquisition of L&T net of cash acquired and net of the cash contribution received from Temasek for EUR 530 million. The remaining cash outflow is mainly due to RIB Software SE, ProLeiT and Planon acquisitions.

NOTE 3 Segment information

The Group is organized into two reporting segments as follows:

Energy Management leverages a complete end-to-end technology offering enabled by EcoStruxure and gathers three operating segments: Low Voltage, Medium Voltage and Secure Power that all share the same objective of managing efficiently and reliably the energy and have similar economic characteristics. The Group's go-to-market is oriented to address customer needs across its four end-markets of Buildings, Data Centers, Industry and Infrastructure, supported by a worldwide partner network.

Industrial Automation includes Industrial Automation and Industrial Control activities, across discrete, process & hybrid industries.

Expenses concerning General Management that cannot be allocated to a particular segment are presented under "Central functions & digital costs".

Operating and reporting segment data is identical to that presented to the board of directors, which has been identified as the main decision-making body for allocating resources and evaluating segment performance. Performance and decisions on the allocation of resources are assessed by the board of directors and are mainly based on Adjusted EBITA.

Share-based payment is presented under "Central functions & digital costs".

The board of directors does not review assets and liabilities by business.

The same accounting principles governing the consolidated financial statements apply to segment data.

Details are provided in the Management Report.

3.1- Information by reporting segment

Full Year 2020

(in millions of euros) Energy
Management
Industrial
Automation
Central functions
& digital costs
Total
Backlog 7,231 1,765 - 8,996
Revenue 19,344 5,815 - 25,159
Adjusted EBITA 3,634 992 (700) 3,926
Adjusted EBITA (%) 18.8% 17.1% 15.6%

Full Year 2019

(in millions of euros) Energy
Management
Industrial
Automation
Central functions
& digital costs
Total
Backlog 6,399 1,705 - 8,104
Revenue 20,847 6,311 - 27,158
Adjusted EBITA 3,842 1,141 (745) 4,238
Adjusted EBITA (%) 18.4% 18.1% 15.6%

3.2- Information by region

The geographic regions covered by the Group are:

  • Western Europe;
  • North America (including Mexico);
  • Asia-Pacific;
  • Rest of the World (Eastern Europe, Middle East, Africa, South America).

Non-current assets include net goodwill, net intangible assets and net property, plant and equipment.

(in millions of euros) Western
Europe
of which
France
Asia
Pacific
of which
China
North
America
of which
USA
Rest of the
World
Total
Revenue by country market 6,636 1,512 7,509 4,009 7,241 6,303 3,773 25,159
Non-current assets as of
Dec. 31, 2020
12,676 1,889 5,517 960 9,103 6,651 1,312 28,608
(in millions of euros) Western
Europe
of which
France
Asia
Pacific
of which
China
North
America
of which
USA
Rest of the
World
Total
Revenue by country market 7,132 1,666 7,808 3,906 7,874 6,789 4,344 27,158
Non-current assets as of
Dec. 31, 2019
11,584 1,870 4,167 970 9,965 7,316 1,330 27,046

Moreover, the Group follows the share of new economies in revenue:

Full Year 2020
(in millions of euros)
Full Year 2019
Revenue - Mature countries 14,763 59% 15,901 59%
Revenue - New economies 10,396 41% 11,257 41%
TOTAL 25,159 100% 27,158 100%

Mature countries gather mainly Western Europe and North American countries.

NOTE 4 Research and development

Research and development costs are as follows:

(in millions of euros) Full Year 2020 Full Year 2019
Research and development costs in costs of sales (378) (408)
Research and development costs in R&D costs * (718) (657)
Capitalized development costs (311) (303)
TOTAL RESEARCH AND DEVELOPMENT COSTS ** (1,407) (1,368)

* Including EUR 50 million of research and development tax credit in full year 2020 and EUR 54 million in full year 2019

** Excluding amortization of R&D costs capitalized

Amortization expenses of capitalized development booked in the cost of sales, amounted to EUR 245 million in 2020 and EUR 243 million in 2019.

NOTE 5 Impairment losses, depreciation and amortization expenses

(in millions of euros) Full Year 2020 Full Year 2019
Depreciation and amortization included in cost of sales (534) (521)
Depreciation and amortization included in selling, general and administrative expenses (469) (481)
Amortization expenses of purchase accounting intangible assets (207) (173)
Impairment losses of purchase accounting intangible assets - -
IMPAIRMENT LOSSES, DEPRECIATION AND AMORTIZATION EXPENSES (1,210) (1,175)

NOTE 6 Other operating income and expenses

Other operating income and expenses are as follows:

(in millions of euros) Full Year 2020 Full Year 2019
Gains/(losses) on assets disposals (4) (1)
Gains/(losses) on business disposals & assets impairment (13) (289)
Costs of acquisitions and integrations (169) (98)
Others (24) (23)
OTHER OPERATING INCOME AND EXPENSES (210) (411)

In 2020, the costs of aquisition and integrations are mainly related to the ongoing major acquisitions of the year (L&T, RIB Software SE as well as OSIsoft, the latter being expected to close in early 2021).

NOTE 7 Other financial income and expenses

(in millions of euros) Full Year 2020 Full Year 2019
Exchange gains and losses, net (36) (49)
Financial component of defined benefit plan costs (47) (53)
Dividends received 5 37
Fair value adjustment of financial assets (3) 11
Other financial expenses, net (85) (78)
OTHER FINANCIAL INCOME AND EXPENSES (166) (132)

NOTE 8 Income tax expenses

Wherever the regulatory environment allows it, the Group entities file consolidated tax returns. Schneider Electric SE files a consolidated tax return with its French subsidiaries held directly or indirectly through Schneider Electric Industries SAS.

8.1- Analysis of income tax expense

(in millions of euros) Full Year 2020 Full Year 2019
Current taxes (785) (724)
Deferred taxes 147 34
INCOME TAX (EXPENSE)/BENEFIT (638) (690)

8.2- Tax reconciliation

(in millions of euros) Full Year 2020 Full Year 2019
Profit attributable to owners of the parent 2,126 2,413
Income tax (expense)/benefit (638) (690)
Non-controlling interests (112) (110)
Share of profit of associates 66 78
Income of discontinued operations, net of income tax - (3)
Profit before tax 2,810 3,138
Geographical weighted average Group tax rate 23.2% 23.4%
Theoretical income tax expense (652) (733)
Reconciling items :
Tax credits and other tax reductions 31 147
Impact of tax losses 8 (53)
Other permanent differences (25) (51)
INCOME TAX (EXPENSE)/BENEFIT (638) (690)
EFFECTIVE TAX RATE 22.7% 22.0%

The Company's consolidated income from continuing operations being predominantly generated outside of France, theoretical tax expense from continuing operations is reconciled above from the Company's weighted-average global tax rate (rather than from the French domestic statutory tax rate).

NOTE 9 Goodwill

9.1- Main items of goodwill

Group goodwill is broken down by CGUs as follows:

Dec. 31, 2020
(in millions of euros)
Dec. 31, 2019
Energy Management: 12,831 11,210
Low Voltage 7,981 6,040
Medium Voltage 1,780 1,957
Secure Power 3,070 3,213
Industrial Automation 7,125 7,509
TOTAL GOODWILL 19,956 18,719

The Group performed the annual impairment test of all the Cash Generating Units (CGUs) using the same methodology as the one used on previous periods, and described in Note 1.11.

Impairment tests performed in 2020 did not trigger any impairment losses on the CGUs' assets. Following the crisis, the update of business plans did not impact significantly the respective headrooms and the values of long term assets.

The sensitivity analysis on the test hypothesis shows that no impairment losses would be recognized in each of the following scenarios, for each CGU:

  • a 0.5 point increase of the discount rate;
  • a 1.0 point decrease in the growth rate;
  • a 0.5 point decrease in the margin rate.

9.2- Movements during the year

The main movements during the year are summarized as follows:

Dec. 31, 2020
(in millions of euros)
Dec. 31, 2019
Net goodwill at opening 18,719 18,373
Acquisitions 2,287 64
Disposals - (33)
Reclassifications - (3)
Translation adjustment (1,050) 318
NET GOODWILL AT END OF PERIOD 19,956 18,719
including cumulative impairment (367) (366)

Acquisitions

Goodwill generated by acquisitions made during the year totaled EUR 2,287 million and was mainly related to RIB and L&T acquisitions, described in Note 2.1.

Impairment tests performed on all the Group's CGUs have not led to goodwill impairment losses being recognized.

Other changes

Translation adjustments mainly concern goodwill in US dollar and UK pound sterling.

NOTE 10 Intangibles assets

10.1- Change in intangible assets

Gross value

(in millions of euros) Trademarks Software Development
Projects (R&D)
Acquired
technologies
and customer
relationships
Other Total
Dec. 31, 2018 3,004 890 3,123 2,842 246 10,105
Acquisitions - 22 303 - 13 338
Translation adjustments 36 4 19 76 9 144
Reclassifications - 45 7 - (52) -
Changes in scope of consolidation and other (450) (43) (137) (227) (14) (871)
Dec. 31, 2019 2,590 918 3,315 2,691 202 9,716
Acquisitions - 19 311 - 2 332
Translation adjustments (166) (31) (100) (223) (48) (568)
Reclassifications - 53 (64) - 11 -
Changes in scope of consolidation and other 71 5 16 824 (1) 915
Dec. 31, 2020 2,495 964 3,478 3,292 166 10,395

Amortization and impairment

(in millions of euros) Trademarks Software Development
Projects (R&D)
Acquired
technologies
and customer
relationships
Other Total
Dec. 31, 2018 (748) (791) (1,912) (1,580) (200) (5,231)
Depreciations - (51) (243) (171) (9) (474)
Impairments - - (70) - - (70)
Translation adjustments 1 (2) (12) (30) (4) (47)
Reclassifications - - - - - -
Changes in scope of consolidation and other 327 43 126 243 14 753
Dec. 31, 2019 (420) (801) (2,111) (1,538) (199) (5,069)
Depreciations (4) (53) (245) (201) (9) (512)
Impairments - - (8) - (9) (17)
Translation adjustments - 23 72 93 54 242
Reclassifications - - - - - -
Changes in scope of consolidation and other - (3) - (3) - (6)
Dec. 31, 2020 (424) (834) (2,292) (1,649) (163) (5,362)

Net value

(in millions of euros) Trademarks Software Development
Projects (R&D)
Acquired
technologies
and customer
relationships
Other Total
Dec. 31, 2018 2,256 99 1,211 1,262 46 4,874
Dec. 31, 2019 2,170 117 1,204 1,153 3 4,647
Dec. 31, 2020 2,071 130 1,186 1,643 3 5,033

In 2020, change in intangible assets is mainly related to the acquisitions of "L&T" and of RIB Software SE.

The amortization expenses and impairment losses of intangible assets other than goodwill restated in statutory cash flow are as follows:

(in millions of euros) Full year 2020 Full year 2019
Depreciation expenses of intangibles assets other than goodwill 512 474
Impairments losses of intangible assets other than goodwill 17 70
TOTAL * 529 544

* Includes depreciation & impairment of intangible assets from purchase price allocation for EUR 207 million for the year 2020 (EUR 173 million in 2019)

10.2- Trademarks

At December 31, 2020, the main trademarks recognized were as follows:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
APC (Secure Power) 1,512 1,650
Clipsal (Low Voltage) 160 159
Asco (Low Voltage) 102 111
Aveva (Industrial Automation) 78 83
L&T (Low Voltage) 58 -
Invensys - Triconex and Foxboro (Industrial Automation) 45 49
Digital (Industrial Automation) 43 45
Other 73 73
TRADEMARKS 2,071 2,170

All the above trademarks are considered to have an indefinite life. In 2020, the Group reviewed the value of the main trademarks in accordance with valuation model describe in Note 1.8 - Intangibles assets. Particularly, APC brand was tested using the royalty relief method. The future cash flows used are based on Group management's economic assumptions and operating forecasts presented in Secure Power's business plan, and then extrapolated based on a perpetuity growth rate of 2%.

Impairment tests carried out on main trademarks in 2020 did not show any impairment risk.

The sensitivity analysis on the test hypothesis shows that no impairment losses would be recognized in the following scenarios:

  • a 0.5 point increase in the discount rate;
  • a 1.0 point decrease in growth rate;
  • a 0.5 point decrease in the royalty rate.

NOTE 11 Property, plant and equipment

Changes in property, plant and equipment in 2020 are mainly related to the scope changes mentioned in the Note 2 and include the impacts of IFRS 16 - Leases.

Gross value

(in millions of euros) Land Buildings Machinery and
equipments
Other Rights of
use of assets
(IFRS 16)
Total
Dec. 31, 2018 150 1,867 4,509 1,096 - 7,622
IFRS 16 first application - - 1,242 1,242
Jan. 1, 2019 150 1,867 4,509 1,096 1,242 8,864
Acquisitions - 38 137 336 187 698
Disposals (2) (48) (178) (41) (25) (294)
Translation adjustments 1 22 41 15 3 82
Reclassifications - 106 121 (235) - (8)
Changes in scope of consolidation and other (8) (42) (65) (17) - (132)
Dec. 31, 2019 141 1,943 4,565 1,154 1,407 9,210
Acquisitions / Increase 3 44 91 361 296 795
Disposals / Decrease (2) (41) (158) (78) (57) (336)
Translation adjustments (12) (79) (183) (64) (71) (409)
Reclassifications (2) 66 193 (262) - (5)
Changes in scope of consolidation and other 53 57 89 35 44 278
Dec. 31, 2020 181 1,990 4,597 1,146 1,619 9,533

Amortization and impairment

(in millions of euros) Land Buildings Machinery and
equipments
Other Rights of
use of assets
(IFRS 16)
Total
Dec. 31, 2018 (20) (972) (3,534) (575) - (5,101)
IFRS 16 first application - - - - -
Jan. 1, 2019 (20) (972) (3,534) (575) - (5,101)
Depreciation and impairment (1) (91) (254) (64) (294) (704)
Reversals 1 34 173 34 2 244
Translation adjustments - (11) (33) (7) - (51)
Reclassifications - (38) 24 22 - 8
Changes in scope of consolidation and other 2 8 56 8 - 74
Dec. 31, 2019 (18) (1,070) (3,568) (582) (292) (5,530)
Depreciation and impairment (1) (85) (245) (67) (306) (704)
Reversals 1 29 137 46 4 217
Translation adjustments (3) 29 130 25 16 197
Reclassifications - (4) 2 10 - 8
Changes in scope of consolidation and other (2) (21) (49) (24) (6) (102)
Dec. 31, 2020 (23) (1,122) (3,593) (592) (584) (5,914)

Net value

(in millions of euros) Land Buildings Machinery and
equipments
Other Rights of
use of assets
(IFRS 16)
Total
Dec. 31, 2018 130 895 975 521 - 2,521
Dec. 31, 2019 123 873 997 572 1,115 3,680
Dec. 31, 2020 158 868 1,004 554 1,035 3,619

Reclassifications primarily correspond to assets put into use.

The cash impact of purchases of property, plant and equipment in 2020 was as follows:

(in millions of euros) Full year 2020 Full year 2019
Increase in property, plant and equipment (795) (698)
Of which non-cash impact related to IFRS 16 296 187
Changes in receivables and liabilities on property, plant and equipment 14 5
TOTAL (485) (506)

The depreciation and impairment of property, plant and equipment restated in the statement of cash flows were as follows:

(in millions of euros) Full year 2020 Full year 2019
Depreciation of property, plant and equipment 698 701
Impairment of property, plant and equipment 6 3
TOTAL 704 704

NOTE 12 Investments in associates and joint ventures

Investments in associates and joint ventures can be analyzed as follows:

(in millions of euros) Delixi
Sub-Group
Fuji
Electrics
Electroshield
Samara *
Sunten
Electric
Equipments
Other Total
% of interest
Dec. 31, 2019 50.0% 36.8% 25.0%
Dec. 31, 2020 50.0% 36.8% 60.0% 25.0%
CLOSING VALUE DEC. 31, 2018 269 136 - 45 80 530
Net Income/(loss) 65 9 - 1 3 78
Dividends distribution (15) (6) - (7) (10) (38)
Perimeter changes - - - - (45) (45)
Translation impacts & others 1 2 - 3 2 8
CLOSING VALUE DEC. 31, 2019 320 141 - 42 30 533
Net Income/(loss) 73 5 (15) 4 (1) 66
Dividends distribution (18) (2) - - (2) (22)
Perimeter changes - - 33 - 3 36
Translation impacts & others (8) (4) (8) (2) 7 (15)
CLOSING VALUE DEC. 31, 2020 367 140 10 44 37 598

* In 2020, Schneider Electric established a Joint Venture for Electroshield Samara, fully consolidated until 2019, with the Russian Direct Investment Fund (RDIF).

NOTE 13 Non-current financial assets

Non-current financial assets, primarily comprising investments, are detailed below:

Dec. 31, 2020 Dec. 31, 2019
(in millions of euros) %
of interest
Acquisitions
disposals
Fair value
through
P&L
Fair value
through
Equity
FX &
others
Fair value Fair value
LISTED FINANCIAL ASSETS:
NVC Lighting (6) - (3) - - 9
PLEJD (6) - (1) - - 7
Gold Peak Industries Holding Ltd 4.4% - - (1) - 2 3
TOTAL LISTED FINANCIAL ASSETS (12) - (5) - 2 19
UNLISTED FINANCIAL ASSETS:
Funds
Foundries 51 1 7 1 146 86
FCPR Aster II (part A, B, C and D) 38.3% - 1 - (12) 36 47
Sensetime & Stalagnate Fund China 7 - - - 40 33
FCPR Growth 100.0% (23) - - - - 23
FCPR SEV1 100.0% - (2) - - 20 22
SICAV SESS 63.1% - - - - 11 11
FCPI Energy Access Ventures Fund 30.4% 5 (2) - 1 13 9
SICAV Livehoods Fund SIF 15.2% - (1) - - 3 4
Direct investments
Planon 25.0% 113 - - - 113 -
Alpi 100.0% - - - - 26 26
Star Charge 1.5% 15 - - - 15 -
Raise Fundation 4.8% - - - - 9 9
Easydrive 51.0% - - - (8) - 8
Schneider Electric Energy Access 81.1% 1 - - - 4 3
Itris Automation 100.0% - - - - 3 3
Others (Unit gross value lower than EUR
3 million)
1 - - - 8 7
TOTAL UNLISTED FINANCIAL ASSETS 170 (3) 7 (18) 447 291
PENSIONS ASSETS (3) 4 (93) (13) 146 251
OTHER (5) (1) 103 181 84
TOTAL NON-CURRENT FINANCIAL AS
SETS
150 1 (92) 72 776 645

Changes in fair value for listed financial assets are recorded through "Other Comprehensive Income" since 2017 (Note 1.12). Gains or losses realized upon sale will be maintained in "Other Comprehensive Income" (no recycling in income statement).

The fair value of investments quoted in an active market corresponds to the stock price on the balance sheet date.

"Others" include mainly loans to non-consolidated companies, and securities given to third parties.

NOTE 14 Deferred taxes by Nature

Deferred taxes by type can be analyzed as follows:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Tax loss carryforwards (net) 738 722
Provisions for pensions and other post-retirement benefit obligations (net) 371 347
Non-deductible provisions and accruals (net) 405 332
Differences between tax and accounting depreciation on tangible assets (net) 37 5
Differences between tax and accounting amortization on intangible assets (net) (934) (892)
Differences on working capital (net) 171 203
Other deferred tax assets/(liabilities) (net) 279 266
TOTAL NET DEFERRED TAX ASSETS/(LIABILITIES) 1,067 983
of which total deferred tax assets 1,984 2,004
of which total deferred tax liabilities 917 1,021

Deferred tax assets recorded in respect of tax losses carried forward at December 31, 2020 essentially concern France (EUR 577 million). These deficits can be carried forward indefinitely, and have been activated using the rate of 25.83%, in accordance with the applicable rate in the expected consumption horizon of 8 years. Unrecognised deferred tax losses amount EUR 176 million as of December 31, 2020, and are mainly related to Spain.

NOTE 15 Inventories and work in progress

Inventories and work in progress changed as follows:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
COST:
Raw materials 1,240 1,205
Production work in progress 235 228
Semi-finished and finished products 1,085 1,127
Finished goods 516 402
Solution work in progress 167 167
INVENTORIES AND WORK IN PROGRESS AT COST 3,243 3,129
IMPAIRMENT:
Raw materials (191) (130)
Production work in progress (6) (4)
Semi-finished and finished products (151) (142)
Finished goods (8) (7)
Solution work in progress (4) (5)
IMPAIRMENT LOSS (360) (288)
NET:
Raw materials 1,049 1,075
Production work in progress 229 224
Semi-finished and finished products 934 985
Finished goods 508 395
Solution work in progress 163 162
INVENTORIES AND WORK IN PROGRESS, NET 2,883 2,841

NOTE 16 Trade accounts receivable

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Accounts receivable 4,482 4,819
Unbilled revenue 1,231 1,137
Notes receivable 308 223
Advances to suppliers 115 233
Accounts receivable at cost 6,136 6,412
Impairment (510) (459)
ACCOUNTS RECEIVABLE, NET 5,626 5,953
On time 4,906 5,135
Less than one month past due 389 391
One to two months past due 150 179
Two to three months past due 85 124
Three to four months past due 46 58
More than four months past due 50 66

Accounts receivable result from sales to end-customers, who are widely spread both geographically and economically. Consequently, the Group believes that there is no significant concentration of credit risk.

In addition, the Group takes out substantial credit insurance and uses other types of guarantees to limit the risk of losses on trade accounts receivable.

Changes in provisions for impairment of short and long-term trade accounts receivable were as follows:

Full year 2020
(in millions of euros)
Full year 2019
Provisions for impairment on January 1 (459) (479)
Additions (141) (107)
Utilizations 91 58
Reversal of surplus provisions 51 38
Translation adjustments 37 (6)
Changes in scope of consolidation and other (89) 37
PROVISIONS FOR IMPAIRMENT ON DECEMBER 31 (510) (459)

The contracts assets and liabilities, respectively reported within the "Trade and other operating receivables" and "Trade and other operating payables", are as follows:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Unbilled revenue (contract assets) 1,231 1,137
Contract liabilities (1,193) (1,069)
NET CONTRACT ASSETS 38 68

NOTE 17 Other receivables and prepaid expenses

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Other receivables 632 680
Other tax receivables 1,198 1,097
Derivative instruments 107 75
Prepaid expenses 157 235
OTHER RECEIVABLES AND PREPAID EXPENSES 2,094 2,087

NOTE 18 Cash and cash equivalents

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Marketable securities 1,942 1,560
Negotiable debt securities and short-term deposits 2,275 193
Cash 2,678 1,839
Total cash and cash equivalents 6,895 3,592
Bank overdrafts (133) (197)
NET CASH AND CASH EQUIVALENTS 6,762 3,395

Non-recourse factorings of trade receivables were realized in 2020 for a total amount of EUR 100 million, compared with EUR 132 million in 2019.

NOTE 19 Shareholder's equity

19.1- Capital

Share capital

The company's share capital at December 31, 2020 amounted to EUR 2,268,274,220 represented by 567,068,555 shares with a par value of EUR 4, all fully paid up.

At December 31, 2020, a total of 593,189,057 voting rights were attached to the 567,068,555 shares outstanding. Schneider Electric's capital management strategy is designed to:

  • ensure Group liquidity;
  • optimize its financial structure;
  • optimize the weighted average cost of capital.

The strategy must also ensure the Group has access to different capital markets under the best possible conditions. Factors taken into account for decision-making purposes include objectives expressed in terms of earnings per share, ratings or balance sheet stability. Finally, decisions may be implemented depending on specific market conditions.

Changes in share capital and cumulative number of shares

Changes in share capital since December 31, 2018 were as follows:

(in number of shares and in euros) Cumulative
number of shares
Share capital
CAPITAL AT DEC. 31, 2018 579,168,769 2,316,675,076
Exercise of stock options 223,768 895,072
Employee share issue 2,676,018 10,704,072
CAPITAL AT DEC. 31, 2019 582,068,555 2,328,274,220
Cancellation of own shares (15,000,000) (60,000,000)
Employee share issue - -
CAPITAL AT DEC. 31, 2020 567,068,555 2,268,274,220

* Cancellation of 15 million treasury shares on May 31, 2020

On May 31, 2020, the Group decided to cancel 15 million of treasury shares, decreasing the share premium account by EUR 929 million. On November 24, the Group issued a sustainability-linked convertible bond with a nominal amount of EUR 650 million. This zero-coupon bond of maturity date in 2026 offers investors a premium (0.5% of nominal amount) in case the company underperforms sustainability objectives. The equity component of this convertible bonds has been valued at EUR 43 million and has been recognised in "Additional paid-in capital".

19.2- Earnings per share

Full Year 2020 Full Year 2019
(in thousands of shares and in euros per share) Basic Diluted Basic Diluted
Common shares (Net of treasury shares and own shares) 553,767 553,767 551,067 551,067
Performance shares - 135 - 6,449
Bonds convertible into shares - 3,684 - -
AVERAGE WEIGHTED NUMBER OF SHARES 553,767 557,586 551,067 557,516
Earnings per share before tax 5.07 5.04 5.69 5.63
EARNINGS PER SHARE 3.84 3.81 4.38 4.33

19.3- Dividends paid and proposed

In 2020, the Group paid out the 2019 dividend of EUR 2.55 per share, for a total of EUR 1,413 million.

At the Shareholders' Meeting of April 28, 2021, shareholders will be asked to approve a dividend of EUR 2.60 per share for fiscal year 2020. At December 31, 2020 Schneider-Electric SE had distributable reserves in an amount of EUR 4,126 million (versus EUR 6,379 million at the previous year-end), not including profit for the year.

19.4- Share-based payments

Current stock grant plans

The Board of Directors of Schneider Electric SE and later the Management Board have set up performance shares plans for senior executives and certain employees of the Group. The main features of these plans were as follows at December 31, 2020:

Date of the End of Number of shares Grants cancelled because
Plan no. Board Meeting Vesting date lock-up period initially granted objectives not met
Plan 24 03/23/2016 03/23/2020 03/23/2020 27,042 -
Plan 26 03/23/2016 03/23/2020 03/23/2020 2,291,200 549,233
Plan 28 03/24/2017 03/24/2020 03/24/2021 25,800 117
Plan 29 03/24/2017 03/24/2020 03/24/2020 2,405,220 280,113
Plan 29 bis 10/25/2017 10/25/2020 10/25/2020 32,400 3,089
Plan 30 03/26/2018 03/26/2021 03/26/2021 25,800 2,383
Plan 31 03/26/2018 03/26/2022 03/26/2022 2,318,140 231,501
Plan 31 bis 10/24/2018 10/24/2021 10/24/2021 28,000 -
Plan 32 03/26/2019 03/28/2022 03/28/2023 25,800 4,983
Plan 33 03/26/2019 03/28/2022 03/29/2022 2,313,650 128,228
Plan 34 07/24/2019 07/25/2022 07/26/2022 87,110 3,020
Plan 35 10/23/2019 10/24/2022 10/25/2022 17,450 -
Plan 36 03/24/2020 03/24/2023 03/24/2024 18,000 -
Plan 37 03/24/2020 03/24/2023 03/27/2023 2,095,740 26,750
Plan 37 bis 10/21/2020 10/23/2023 10/24/2023 103,051 -
TOTAL 11,814,403 1,229,417

Rules governing the performance shares plans are as follows:

• to receive the shares, the grantee must generally be an employee or corporate officer of the Group. Vesting is also conditional on the achievement of performance criteria;

• the vesting period is three to four years;

• the lock-up period is zero or one year.

Outstanding shares

In respect of subscription vesting conditions for current performance shares plans, Schneider Electric SE has not created shares in 2020 and used existing treasury shares. Changes in the number of outstanding number of shares in 2020 were as follow:

Plan no. Number of performance
shares at Dec. 31, 2019
Number of shares granted
or to be granted
Number of shares
cancelled in 2020
Number of performance
shares at Dec. 31, 2020
Plan 24 27,042 (27,042) -
Plan 26 1,760,282 (1,741,967) (18,315) -
Plan 28 25,800 (25,683) (117) -
Plan 29 2,154,870 (2,125,107) (29,763) -
Plan 29 bis 31,800 (29,311) (2,489) -
Plan 30 25,800 (2,383) 23,417
Plan 31 2,194,990 (3,400) (104,951) 2,086,639
Plan 31 bis 28,000 28,000
Plan 32 25,800 (4,983) 20,817
Plan 33 2,290,580 (2,900) (102,258) 2,185,422
Plan 34 86,320 (2,240) 84,080
Plan 35 17,450 17,450
Plan 36 18,000 18,000
Plan 37 2,095,740 (26,750) 2,068,990
Plan 37 bis 103,051 (190) 102,861
TOTAL 8,668,734 (1,738,619) (294,439) 6,635,676

For performance shares to vest, the grantee must be an employee or corporate officer of the Group. In addition, vesting of some performance shares is conditional on the achievement of annual objectives based on financial indicators.

Valuation of performance shares

In accordance with the accounting policies described in Note 1.20, the performance shares plans have been valued based on an average estimated life of 3 to 5 years using the following assumptions:

• a discount rate of between (0.8)% and 1.0%, corresponding to a risk-free rate over the life of the plans (source: Bloomberg).

Based on these assumptions, the expense recorded under "Selling, general and administrative expenses" breaks down as follows:

(in millions of euros) Full year 2020 Full year 2019
Plan 22 - 3
Plan 24 - -
Plan 25 & 25 bis 1 2
Plan 26 & 26 bis 10 14
Plan 28 - 1
Plan 29 & 29 bis 9 42
Plan 30 1 1
Plan 31 & 31 bis 41 43
Plan 32 -
Plan 33 42 33
Plan 34 - -
Plan 35 1 -
Plan 36 - -
Plan 37 & 37 bis 28 -
TOTAL 133 139

In 2020, the Group also recorded an additional expense of EUR 12 million in relation with AVEVA subgroup's performance shares plan, bringing the total Group expense to EUR 145 million.

a pay-out rate of between 2.4% and 3.5%;

Worldwide Employee Stock Purchase Plan

Every year, Schneider Electric gives its employees the opportunity to become group shareholders thanks to employee share issues. Employees in countries that meet legal and fiscal requirements have been proposed the classic plan.

Under the classic plan, employees may purchase Schneider Electric shares at a 15% discount to the price quoted for the shares on the stock market. Employees must then hold their shares for five years, except in certain cases provided for by law. The share-based payment expense recorded in accordance with IFRS 2 is measured by reference to the fair value of the discount on the locked-up shares. The lockup cost is determined on the basis of a two-step strategy that involves first selling the locked-up shares on the forward market and then purchasing the same number of shares on the spot market (i.e., shares that may be sold at any time) using a bullet loan.

This strategy is designed to reflect the cost the employee would incur during the lock-up period to avoid the risk of carrying the shares subscribed under the classic plan. The borrowing cost corresponds to the cost of borrowing for the employees concerned, as they are the sole potential buyers in this market. It is based on the average interest rate charged by banks for an ordinary, non-revolving personal loan with a maximum maturity of five years granted to a natural person with an average credit rating.

Year 2020

On April 20, 2020, the Management Board took the exceptionnal decision to cancel this year employee share issues as part of its strategy to deal with the impacts of the Covid-19 pandemic.

Year 2019

The table below summarizes the main characteristics of the 2019 plan, the amounts subscribed, the valuation assumptions and the plan's cost:

Full Year 2019
(in millions of euros) % Value
Plan characteristics:
Maturity (years) 5
Reference price (euros) 70.9
Subscription price (euros) 60.26
Discount 15.0%
Amount subscribed by employees 161.3
Total amount subscribed 161.3
Total number of shares subscribed (million of shares) 2.7
Valuation assumptions:
Interest rate available to market participant (bullet loan) * 3.1% -
Five-year risk-free interest rate (euro zone) 0.3% -
Annual interest rate (repo) 1.0% -
Value of discount (a) 15.0% 28.5
Value of the lock-up period for market participant (b) 26.4% 50
TOTAL EXPENSE FOR THE GROUP (a) - (b) -
Sensitivity:
decrease in interest rate for market participant ** (0.5)% 5.2

* Average interest rate charged on an ordinary, non-revolving personal loan, with a five-year maturity to an individual with an average credit rating.

** A decline in the interest rate for market participants reduces the lock-up cost and increases the expense booked by the issuer.

In 2019, Schneider Electric gave its employees the opportunity to purchase shares at a price of EUR 60.26 per share, as part of its commitment to employee share ownership, on April 16th, 2019. This represented a 15% discount to the reference price of EUR 70.90 calculated as the average opening price quoted for the share during the 20 days preceding the Management Board's decision to launch the employee share issue.

Altogether, 2.7 million shares were subscribed, increasing the Company's capital by EUR 161 million as of July 10, 2019. Due to significant changes in valuation assumptions, specifically the interest rate available to market participant, the value of the lock-up cost is higher than the discount cost since 2012. Therefore, the Group did not recognize any cost related to the transaction.

19.5- Schneider Electric SE shares

At December 31, 2020, the Group held 12,741,481 Schneider Electric shares in treasury stock, which have been recorded as a deduction from retained earnings.

The Group has repurchased 650,307 shares for a total amount of EUR 50 million in 2020.

19.6- Income tax recorded in equity

Total income tax recorded in Equity amounts to EUR 251 million as of December 31, 2020 and can be analyzed as follows:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019 Change in tax
Cash-Flow hedges 30 48 (18)
Available-for-sale financial assets (6) (7) 1
Actuarial gains/(losses) on defined benefits obligations 230 209 21
Other (3) (3) -
TOTAL 251 247 4

19.7- Non-controlling interests

The main contributor is AVEVA, for which 38.6% of the shares correspond to non-controlling interests for the Group. Aveva, which remains a listed company, is publishing its financial statements on regular basis.

NOTE 20 Pensions and other post-employment benefit obligations

The Group has set up various post-employment benefit plans for employees covering pensions, termination benefits, healthcare, life insurance and other benefits, as well as long-term benefit plans for active employees.

Defined Benefit Pension Plans

The Group's main Defined Benefit pension plans are located in the United Kingdom (UK) and the United States (US). They respectively represent 64% (2019: 63%) and 21% (2019: 22%) of the Group's total Defined Benefit Obligations (DBO) on pensions. The majority of benefit obligations under these plans, which represent 93% of the Group's total commitment at December 31, 2020, are partially or fully funded through payments to external funds. These funds are never invested in Group assets.

United Kingdom

The Group companies operate several Defined Benefit pension plans in the UK. The main one is related to the Invensys Pension Scheme. Pensions payable to employees depend on average final salary and length of service within the Group. These plans are registered schemes under UK tax law and managed by independent Boards of Trustees. They are closed to new entrants, and for most of them, the vested rights were frozen as they have been replaced by Defined Contributions plans.

These plans are funded by employer contributions, which are negotiated every three years based on plan valuations carried out by independent actuaries, so that the long term financing services are ensured.

In relation to risk management and asset allocation, the Board of Trustees'aims of each plan are to ensure that it can meet its obligations to the plan's beneficiaries both in the short and long term. The Board of Trustees is responsible for the plan's long-term investment strategy and defines and manages long-term investment strategies to reduce risks, including interest rate risks and longevity risks. A certain proportion of assets hedges the liability valuation change resulting from the interest rates evolution. Those assets are primarily invested in fixed income investments, particularly intermediate and longer term instruments.

Following the agreement reached with the Trustee of the Invensys Pension Scheme on February 2014, Schneider Electric SE guaranteed all obligations of the Invensys subsidiaries which participate in the scheme, up to a maximum amount of GBP 1.75 billion. As of December 31, 2020, plan assets exceed the value of obligations subject to this guarantee and thus this guarantee cannot be called.

Schneider UK pension plans contain provisions of pension called Guaranteed Minimum Pension ("GMP"). GMPs were accrued for individuals who subscribed to the State Second Pension prior to April 6, 1997. Historically, there was an inequality in the benefits between male and female members concerning GMP.

A High Court case concluded on October 26, 2018, confirmed that all UK pension plans must equalize "GMPs" between men and women. In the light of these events and new information, the Group updated the related assumptions, leading to a net experience adjustment in "Other Comprehensive Income" of EUR 56 million. Following a further High Court ruling in November 2020, an additional net experience adjustment of EUR 7 million was recognized in other comprehensive income in 2020.

United States

The United States' subsidiaries operate several Defined Benefit pension plans. These plans are closed to new entrants, frozen to future accruals and have been replaced by Defined Contributions plans. Pensions payable to employees depend on the average final salary and the length of service within the Group.

Each year, the Group companies contribute a certain amount to the Defined Benefit pension plans. This amount is determined actuarially and is comprised of service costs, administrative expenses and payments toward any existing deficits. Since the plans are closed and frozen, there is generally no service cost component.

The companies delegate various responsibilities to Pension Committees. These committees define and manage long-term investment strategies to reduce risks, including interest rate risks and longevity risks. A certain proportion of assets hedges the liability valuation change, resulting from the interest rates evolution. Those assets are primarily invested in fixed income investments, particularly intermediate and longer term instruments.

Assumptions

Actuarial valuations are generally performed each year. The assumptions used vary according to the economic conditions prevailing in the country concerned, as follows:

Group weighted average rate Of which United Kingdom Of which United States
Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2019
Discount rate 1.57% 2.18% 1.40% 2.06% 2.42% 3.26%
Rate of compensation increases 2.52% 3.16% 3.46% 3.34% n.a n.a

The discount rate is determined on the basis of the interest rate for investment-grade (AA) corporate bonds or, if a liquid market does not exist, government bonds with a maturity that matches the duration of the benefit obligation. In the United States, the average discount rate is determined on the basis of a yield curve for AA and AAA investment-grade corporate bonds.

In the Euro zone, the discount rate currently stands at 0.5%.

20.1- Changes in provisions for pensions and other post-employment benefit obligations

Annual changes in obligations, the market value of plan assets and the corresponding assets and provisions recognized in the financial statements can be analyzed as follows:

(in millions of euros) DBO benefit
obligations
Plan assets Asset ceiling Net Liability
Dec 31, 2018 (8,911) 7,901 (187) (1,197)
Service cost (50) - - (50)
Past service cost 10 - - 10
Curtailments and settlements (1) - - (1)
Interest cost (267) - (5) (272)
Interest income - 219 - 219
Net impact in P&L, (expense)/profit (308) 219 (5) (94)
of which UK (152) 163 (5) 6
of which US (84) 50 - (34)
Benefits paid 532 (468) - 64
Plan participants' contributions (5) 5 - -
Employer contributions - 80 - 80
Changes in the scope of consolidation 5 - - 5
Actuarial gains/(losses) recognized in equity (1,024) 539 77 (408)
Translation adjustment (354) 357 (8) (5)
Other changes - - - -
Dec. 31, 2019 (10,065) 8,633 (123) (1,555)
of which UK (6,312) 6,556 (123) 121
of which US (2,209) 1,539 - (670)
Service cost (54) - - (54)
Past service cost - - - -
Curtailments and settlements 1 (1) - -
Interest cost (204) - (2) (206)
Interest income - 159 - 159
Net impact in P&L, (expense)/profit (257) 158 (2) (101)
of which UK (119) 118 (2) (3)
of which US (69) 38 - (31)
Benefits paid 554 (500) - 54
Plan participants' contributions (6) 6 - -
Employer contributions - 106 - 106
Changes in the scope of consolidation (8) - - (8)
Actuarial gains/(losses) recognized in equity (796) 621 52 (123)
Translation adjustment 562 (503) 6 65
Other changes - - - -
Dec. 31, 2020 (10,016) 8,521 (67) (1,562)
of which UK (6,370) 6,459 (67) 22
of which US (2,140) 1,535 - (605)

The total present value of Defined Benefit Obligations breaks down as follows between wholly or partly funded plans and wholly unfunded plans:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Present value of wholly or partly funded benefit obligation (9,356) (9,350)
Fair value on plan assets 8,521 8,633
Effect of assets ceiling (66) (123)
Net position of wholly or partly funded benefit obligation (901) (840)
Present value of wholly or partly unfunded benefit obligation (661) (715)
NET LIABILITY FROM FUNDED AND UNFUNDED PLANS (1,562) (1,555)
Balance Sheet impact:
surplus of plans recognized as assets* 146 251
provisions recognized as liabilities (1,708) (1,806)

* The surplus of plans recognized as assets represents the assets in excess of the liabilities, generally assumed to be recoverable, and after applying any asset ceiling

Changes in gross items recognized in equity were as follows:

(in millions of euros) Full year 2020 Full year 2019
Actuarials (gains)/losses on Defined Benefit Obligations arising from demographic assumptions (6) (37)
Actuarials (gains)/losses on Defined Benefit Obligations arising from financial assumptions 853 989
Actuarials (gains)/losses on Defined Benefit Obligations from experience effects (51) 72
Actuarials (gains)/losses on plan assets (621) (539)
Effect of asset ceiling (52) (77)
TOTAL RECOGNIZED IN EQUITY DURING THE PERIOD 123 408
of which UK (111) (162)
of which US (5) (70)

Plans asset allocation:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Equity 9% 11%
Bonds 80% 74%
Others 11% 15%
TOTAL 100% 100%

20.2- Sensitivity analysis

The effect of a ± 0.5% change in the discount rate on the 2019 Defined Benefit Obligations is as follows:

Total United Kingdom United States Rest of the World
(in millions of euros) +0.5% -0.5% +0.5% -0.5% +0.5% -0.5% +0.5% -0.5%
DBO Impact (653) 736 (441) 498 (121) 133 (91) 105

NOTE 21 Provisions for contingencies and charges

(in millions of euros) Economic
risks
Customer
risks
Products
risks
Environmental
risks
Restructuring Other
risks
Provisions
Dec. 31, 2018 732 73 467 300 122 437 2,131
of which long-term portion 499 50 144 265 13 282 1,253
IFRIC 23 reclassification * (448) (448)
Additions 51 13 199 10 256 87 616
Utilizations (40) (14) (120) (18) (225) (105) (522)
Reversals of surplus provisions (2) (4) (43) (2) (4) (3) (58)
Translation adjustments 2 1 6 5 - 7 21
Changes in the scope of consol
idation and other
(3) 7 (10) (2) 2 - (6)
Dec. 31, 2019 292 76 499 293 151 423 1,734
of which long-term portion 155 50 139 256 11 329 940
Additions 35 33 322 8 324 128 850
Utilizations (43) (26) (172) (17) (208) (132) (598)
Reversals of surplus provisions (10) - (11) (3) (2) (7) (33)
Translation adjustments (19) (12) (24) (22) (7) (30) (114)
Changes in the scope of consol
idation and other
20 83 16 - (8) (20) 91
Dec. 31, 2020 275 154 630 259 250 362 1,930
of which long-term portion 161 103 137 226 15 288 930

* Following IFRIC 23 application described in Note 1 starting January 2019, income tax provisions are now reclassified in accrued taxes.

Provisions are recognized following the principles described in Note 1.21.

Reconciliation with cash flow statement - the increase and decrease in provisions retreated at statutory cash flow were as follows:

(in millions of euros) Full year 2020 Full year 2019
Increase of provision 850 616
Utilization of provision (598) (522)
Reversal of surplus provision (33) (58)
Provision variance including tax provisions but excluding employee benefit obligation 219 36
Employee benefit obligation net variance contribution to plan assets 47 20
INCREASE/(DECREASE) IN PROVISIONS IN CASH-FLOW STATEMENT 266 56

NOTE 22 Total current and non-current financial liabilities

The breakdown of net debt is as follows:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Bonds 8,773 6,888
Other bank borrowings 32 22
Employee profit sharing - 2
Short-term portion of bonds (600) (500)
Short-term portion of long-term debt (9) (7)
NON-CURRENT FINANCIAL LIABILITIES 8,196 6,405
Commercial paper 1,302 -
Accrued interest 43 41
Other short-term borrowings 173 234
Drawdown of funds from lines of credit - -
Bank overdrafts 133 197
Short-term portion of convertible and non-convertible bonds 600 500
Short-term portion of long-term debt 9 7
SHORT-TERM DEBT 2,260 979
TOTAL CURRENT AND NON-CURRENT FINANCIAL LIABILITIES 10,456 7,384
CASH AND CASH EQUIVALENTS (6,895) (3,592)
NET DEBT 3,561 3,792

22.1- Breakdown by maturity

Dec. 31, 2020 Dec. 31, 2019
(in millions of euros) Nominal Interests Nominal
2020 - - 996
2021 2,260 92 599
2022 673 77 710
2023 1,295 58 796
2024 996 49 995
2025 1,045 41 1,044
2026 1,396 35 742
2027 and beyond 2,791 23 1,502
TOTAL 10,456 375 7,384

22.2- Breakdown by currency

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Euro 9,537 6,239
US Dollar 698 793
Brazilian Real 13 66
Indian Rupee 112 45
Sterling Pound - 32
Russian Rouble - 29
Algerian Dinar 23 20
Chilian Peso - 18
Other 73 142
TOTAL 10,456 7,384

22.3- Bonds

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019 Interest rate Maturity
Schneider Electric SE 2020 - 500 3.625% fixed July 2020
Schneider Electric SE 2021 600 599 2.500% fixed September 2021
Schneider Electric SE 2022 651 710 2.950% fixed September 2022
Schneider Electric SE 2023 498 - 0.000% fixed June 2023
Schneider Electric SE 2023 797 796 1.500% fixed September 2023
Schneider Electric SE 2024 996 995 0.250% fixed September 2024
Schneider Electric SE 2025 745 744 0.875% fixed March 2025
Schneider Electric SE 2025 300 300 1.841% fixed October 2025
Schneider Electric SE 2026 (OCEANEs) 651 - 0.000% fixed June 2026
Schneider Electric SE 2026 745 742 0.875% fixed December 2026
Schneider Electric SE 2027 496 - 1.000% fixed April 2027
Schneider Electric SE 2027 743 742 1.375% fixed June 2027
Schneider Electric SE 2028 758 760 1.500% fixed January 2028
Schneider Electric SE 2028 793 - 0.250% fixed March 2029
TOTAL 8,773 6,888

Schneider Electric SE has issued bonds on different markets:

  • in the United States, through a private placement offering following SEC 144A rule, for USD 800 million worth of bonds issued in September 2012, at a rate of 2.95%, due in September 2022;
  • as part of its Euro Medium Term Notes (EMTN) program, bonds traded on the Luxembourg stock exchange. Issues that had not yet matured as of December 31, 2020 are as follow:
  • EUR 600 million worth of bonds issued in September 2013, at a rate of 2.5%, maturing in September 2021;
  • EUR 500 million worth of bonds issued in June 2020, at a rate of 0.0%, maturing in June 2023;
  • EUR 800 million worth of bonds issued in September 2015 at a rate of 1.50%, maturing in September 2023;
  • EUR 800 million worth of bonds issued in September 2016, at a rate of 0.25%, maturing in September 2024;
  • EUR 200 million worth of bonds issued in July 2019, at a rate of 0.25%, maturing in September 2024;
  • EUR 750 million worth of bonds issued in March 2015, at a rate of 0.875%, maturing in March 2025;
  • EUR 200 million and EUR 100 million worth of Climate bonds issued successively in October and December 2015, at a rate of 1.841%, maturing in October 2025;
  • EUR 750 million worth of bonds issued in December 2017, at a rate of 0.875%, maturing in December 2026;
  • EUR 500 million worth of bonds issued in April 2020, at a rate of 1.00%, maturing in April 2027;
  • EUR 750 million worth of bonds issued in June 2018, at a rate of 1.375%, maturing in June 2027;
  • EUR 500 million worth of bonds issued in January 2019 and EUR 250 million worth of bonds issued in May 2019, at a rate of 1.500%, maturing in January 2028;
  • EUR 800 million worth of bonds issued in March 2020, at a rate of 0.25%, maturing in March 2029.

In addition, the Group has issued a bond that is convertible into or exchangeable for a new or existing shares (OCEANEs) for EUR 650 million at a rate of 0.00%, maturing in June 2026. The OCEANE has a debt component, assessed on inception date on the basis of the market interest rate applied to an equivalent non-convertible bond, is recognized in non-current financial debts and an optional component recognized in equity. At end of December 2020, the debt component is evaluated to EUR 652 million and the optional component to EUR 42 million.

The initial conversion and/or exchange ratio of the Bonds is one share per Bond with a nominal value set at EUR 176. According to Sustainability-Linked Financing Framework, if the average sustainability performance score (calculated as the arithmetic average of the scores of the three key performance indicators) does not reach a certain level by December 31, 2025, the Group will pay an amount equal to 0.50% of the face value.

The three key performance indicators from the 11 new Schneider Sustainability Impact (SSI) 2021-2025 indicators are the following:

  • Climate : Deliver 800 megatons of saved and avoided CO2 emissions to our customers;
  • Equality : Increase gender diversity, from hiring to front-line managers and leadership teams (50/40/30);
  • Generation : Train 1 million underprivileged people in energy management.

The detailed rating methodology and approach are presented in the Group's Sustainability-Linked Financing Framework.

For all those transactions, issue premium and issue costs are amortized per the effective interest rate method.

22.4- Reconciliation with cash flow statement

Non-cash variations
(in millions of euros) Dec. 31, 2019 Cash
variations
Scope
impacts
Forex
impacts
Dec. 31, 2020
Bonds 6,888 1,944 - (59) 8,773
Bank overdrafts and other borrowings 496 1,177 10 - 1,683
TOTAL CURRENT AND NON-CURRENT
FINANCIAL LIABILITIES
7,384 3,121 10 (59) 10,456

22.5- Other information

As of December 31, 2020, the Group had confirmed credit lines of EUR 3,975 million including 2,475 maturing after December 2021, all unused .

Loan agreements and committed credit lines do not include any financial covenants or credit rating triggers in case of downgrading in the company's long-term debt.

NOTE 23 Classification of financial instruments

The Group uses financial instruments to manage its exposure to fluctuations in interest rates, exchange rates and metal prices. Financial assets and liabilities can be classified at the fair value following the hierarchy levels below:

    1. Level 1: market value (non-adjusted) on active markets, for similar assets and liabilities, which the company can obtain on a given valuation date;
    1. Level 2: data other than the market rate available for level 1, which are directly or indirectly observable on the market;
    1. Level 3: data on the asset or liability that are not observable on the market.

23.1- Balance sheet exposure and fair value hierarchy

(in millions of euros) Carrying
amount
Fair value
through P&L
Fair value
through equity
Financial
assets/liabilities
measured at
amortized cost
Fair
value
Fair value
hierarchy
ASSETS:
Listed financial assets 2 - 2 - 2 Level 1
Venture
capital
(FCPR)/mutual
funds
(SICAV)
84 84 - - 84 Level 3
Other unlisted financial assets 363 - 363 363 Level 3
Other non-current financial assets 327 - - 327 327 Level 2
TOTAL NON-CURRENT ASSETS 776 84 365 327 776
Trade accounts receivables 5,626 - - 5,626 5,626 Level 2
Current financial assets 18 18 - - 18 Level 2
Marketable securities 1,942 1,942 - - 1,942 Level 1
Derivative instruments - foreign currencies 84 60 24 - 84 Level 2
Derivative instruments - interest rates - - - - - Level 2
Derivative instruments - commodities 23 - 23 - 23 Level 2
Derivative instruments - shares 1 - 1 - 1 Level 2
TOTAL CURRENT ASSETS 7,694 2,020 48 5,626 7,694
LIABILITIES:
Long-term portions of non convertible bonds
*
(7,522) - - (7,522) (7,955.6) Level 1
Long-term portions of convertible bonds * (651) - - (651) (652.4) Level 2
Other long-term debt (23) - - (23) (23) Level 2
TOTAL NON-CURRENT LIABILITIES (8,196) - - (8,196) (8,631)
Short-term portion of bonds * (600) - - (600) (611) Level 1
Short-term debt (1,660) - - (1,660) (1,660) Level 3
Trade accounts payable (4,664) - - (4,664) (4,664) Level 2
Other (54) - - (54) (54) Level 2
Derivative instruments - foreign currencies (19) (19) - - (19) Level 2
Derivative instruments - interest rates - - - - - Level 2
Derivative instruments - commodities - - - - - Level 2
Derivative instruments - shares - - - - - Level 2
TOTAL CURRENT LIABILITIES (6,997) (19) - (6,978) (7,008)
Dec. 31, 2020

* The majority of financial instruments listed in the balance sheet are accounted at fair value, except for bonds, for which the amortized cost in the balance sheet represents EUR 8,773 million compared to EUR 9,219 million at fair value.

Dec. 31, 2019

(in millions of euros) Carrying
amount
Fair value
through P&L
Fair value
through equity
Financial
assets/liabilities
measured at
amortized cost
Fair
value
Fair value
hierarchy
ASSETS :
Listed financial assets 19 - 19 - 19 Level 1
Venture
capital
(FCPR)/mutual
funds
(SICAV)
116 116 - - 116 Level 3
Other unlisted financial assets 175 - 175 - 175 Level 3
Other non-current financial assets 335 - - 335 335 Level 2
TOTAL NON-CURRENT ASSETS 645 116 194 335 645
Trade accounts receivables 5,953 - - 5,953 5,953 Level 2
Current financial assets 19 19 - - 19 Level 2
Marketable securities 1,560 1,560 - - 1,560 Level 1
Derivative instruments - foreign currencies 63 50 13 - 63 Level 2
Derivative instruments - interest rates - - - - - Level 2
Derivative instruments - commodities 8 - 8 - 8 Level 2
Derivative instruments - shares 4 4 - - 4 Level 2
TOTAL CURRENT ASSETS 7,607 1,633 21 5,953 7,607
LIABILITIES :
Long-term portions of bonds* (6,388) - - (6,388) (6,738) Level 1
Other long-term debt (17) - - (17) (17) Level 2
TOTAL NON-CURRENT LIABILITIES (6,405) - - (6,405) (6,755)
Short-term portion of bonds* (500) - - (500) (500) Level 1
Short-term debt (479) - - (479) (479) Level 3
Trade accounts payable (4,215) - - (4,215) (4,215) Level 2
Other (44) - - (44) (44) Level 2
Derivative instruments - foreign currencies (30) (23) (7) - (30) Level 2
Derivative instruments - interest rates - - - - - Level 2
Derivative instruments - commodities (2) - (2) - (2) Level 2
Derivative instruments - shares - - - - - Level 2
TOTAL CURRENT LIABILITIES (5,270) (23) (9) (5,238) (5,270)

* The majority of financial instruments listed in the balance sheet are accounted at fair value, except for bonds, for which the amortized cost in the balance sheet represents EUR 6,888 million compared to EUR 7,238 million at fair value.

23.2- Derivative instruments

Dec. 31, 2020

(in millions of euros) Accounting
qualification
Maturity Nominal
sales
Nominal
purchases
Fair Value Carrying
amount
in assets
Carrying
amount
in liabilities
Of which
carrying
amounts
in OCI
Forwards contracts CFH < 1 year 242 (147) 1 10 (9) 1
Forwards contracts CFH < 2 years 19 (24) - 1 (1) -
Forwards contracts CFH > 2 years 7 (1) - - - -
Forwards contracts FVH < 1 year 997 (1,098) 25 30 (5) 1
Forwards contracts NIH < 1 year 1,102 - 21 21 - 22
Forwards contracts Trading < 1 year 536 (2,425) 7 11 (4) -
Cross currency swaps CFH < 1 year - (159) 11 11 - -
TOTAL FX DERIVATIVES 2,903 (3,854) 65 84 (19) 24
Forwards contracts CFH < 1 year - (249) 23 23 - 23
Commodities derivatives - (249) 23 23 - 23
Options CFH < 1 year - (1) 1 1 - 1
Shares derivatives - (1) 1 1 - 1
TOTAL 2,903 (4,104) 89 108 (19) 48

Dec. 31, 2019

(in millions of euros) Accounting
qualification
Maturity Nominal
sales
Nominal
purchases
Fair Value Carrying
amount
in assets
Carrying
amount
in liabilities
Carrying
amounts
in OCI
Forwards contracts CFH < 1 year 127 (126) - 3 (3) -
Forwards contracts CFH < 2 years 10 (23) - - - -
Forwards contracts CFH > 2 years 4 (4) - - - -
Forwards contracts FVH < 1 year 1,236 (1,028) 45 49 (4) -
Forwards contracts NIH < 1 year 1,191 - 10 10 - 10
Forwards contracts Trading < 1 year 525 (3,299) (18) 1 (19) -
Cross currency swaps CFH < 2 years - (108) (4) - (4) (4)
TOTAL FX DERIVATIVES 3,093 (4,588) 33 63 (30) 6
Forwards contracts CFH < 1 year - (233) 6 8 (2) 6
Commodities derivatives - (233) 6 8 (2) 6
Options CFH < 1 year - (4) 4 4 - -
Shares derivatives - (4) 4 4 - -
TOTAL 3,093 (4,825) 43 75 (32) 12

23.3- Foreign currency hedges

Since a significant proportion of affiliates' transactions are denominated in currencies other than the affiliate's functional currency, the Group is exposed to currency risks. If the Group is not able to hedge these risks, fluctuations in exchange rates between the functional currency and other currencies can have a significant impact on its results and distort year-on-year performance comparisons. As a result, the Group uses derivative instruments to hedge its exposure to exchange rates mainly through FX forwards and natural hedges. Furthermore, some long-term loans and borrowings granted to the affiliates are considered as net investment in foreign operations according to IAS 21.

Schneider Electric's currency hedging policy is to protect its subsidiaries against risks on transactions denominated in a currency other than their functional currency. Hedging approaches are detailed in Note 1.23.

The breakdown of the nominal of FX derivatives related to operating and financing activities is as follows:

Dec. 31, 2020
-- -- -- ---------------
(in millions of euros) Sales Purchases Net
USD 1,913 (1,013) 900
CNY 5 (651) (646)
EUR 201 (658) (457)
DKK 13 (143) (130)
SGD 351 (248) 103
SEK 1 (151) (150)
JPY 9 (44) (35)
CHF 52 (201) (149)
AED 8 (69) (61)
BRL - (97) (97)
CAD 9 (98) (89)
AUD 13 (74) (61)
SAR 40 (6) 34
RUB 68 - 68
NOK 13 (6) 7
GBP 77 (125) (48)
ZAR 40 (8) 32
HKD 13 (41) (28)
Others 77 (220) (143)
TOTAL 2,903 (3,854) (951)

23.4- Interest rate hedges

Interest rate risk on borrowings is managed at the Group level, based on consolidated debt and taking into consideration market conditions to optimize overall borrowing costs. The Group uses derivative instruments to hedge its exposure to interest rates through swaps or cross-currency swaps. Cross-currency swaps may be presented both as foreign exchange hedges and interest rate hedges depending on the characteristics of the derivative.

The Group did not use any derivative instrument to hedge its exposure to interest rates during the fiscal year 2020.

Dec. 31, 2020 Dec. 31, 2019
(in millions of euros) Fixed Rates Floating rates Total Fixed Rates Floating rates Total
Total current and non-current financial liabilities 8,773 1,683 10,456 6,888 496 7,384
Cash and cash equivalent - (6,895) (6,895) - (3,592) (3,592)
NET DEBT BEFORE HEDGING 8,773 (5,212) 3,561 6,888 (3,096) 3,792
Impact of Hedges - - - - - -
NET DEBT AFTER HEDGING 8,773 (5,212) 3,561 6,888 (3,096) 3,792

23.5- Commodity hedges

The Group is exposed to fluctuations in energy and raw material prices, in particular steel, copper, aluminum, silver, lead, nickel, zinc and plastics. If the Group is not able to hedge, compensate for or pass on to customers any such increased costs, this could have an adverse impact on its results. The Group has, however, implemented certain procedures to limit exposure to rising non-ferrous and precious raw material prices. The Purchasing departments of the operating units report their purchasing forecasts to the Corporate Finance and Treasury department. Purchase commitments are hedged using forward contracts, swaps and, to a lesser extent, options.

All commodities instruments are futures and options designated as cash flow hedge under IFRS standards, of which:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Carrying amount 23 6
Nominal amount (249) (233)

23.6- Share-based payment

Schneider Electric shares are hedged (cash flow hedges) in relation to the Stock Appreciation Rights granted to US employees. Details are as follows :

(in millions of euros except for the number of shares) Dec. 31, 2020 Dec. 31, 2019
Outstanding shares 24,224 83,500
Carrying amount 1 4
Nominal amount (1) (4)

23.7- Financial assets and liabilities subject to netting

In accordance with IFRS 7 standards, this section discloses financial instruments that are subject to netting agreements.

Dec. 31, 2020

(in millions of euros) Gross amounts Gross amounts
offset in the
statement of
financial position
Net amounts
presented in the
statement of
financial position
Related amounts
not offset in the
statement of
financial position
Net amounts
as per IFRS 7
Financial assets 107 - 107 15 92
Financial liabilities 19 - 19 15 4

Dec. 31, 2019

(in millions of euros) Gross amounts Gross amounts
offset in the
statement of
financial position
Net amounts
presented in the
statement of
financial position
Related amounts
not offset in the
statement of
financial position
Net amounts
as per IFRS 7
Financial assets 83 - 83 21 62
Financial liabilities 31 - 31 21 10

The Group trades over-the-counter derivatives with tier-one banks under agreements which provide for the offsetting of amounts payable and receivable in the event of default by one of the contracting parties. These conditional offsetting agreements do not meet the eligibility criteria within the meaning of IAS 32 for offsetting derivative instruments recorded under assets and liabilities. However, they do fall within the scope of disclosures under IFRS 7 on offsetting.

23.8- Counterparty risk

Financial transactions are entered with carefully selected counterparties. Banking counterparties are chosen according to the customary criteria, including the credit rating issued by an independent rating agency.

Group policy consists of diversifying counterparty risks and periodic controls are performed to check compliance with the related rules. In addition, the Group takes out substantial credit insurance and uses other types of guarantees to limit the risk of losses on trade accounts receivable.

23.9- Financial risk management

Foreign currency risk arises from the Group undertaking a significant number of foreign currency transactions in the course of operations. These exposures arise from sales in currencies other than the Group's presentational currency of Euro.

The main exposure of the Group in terms of currency exchange risk is related to the US dollar, Chinese Yuan and currencies linked to the US dollar. In 2020, revenue in foreign currencies amounted to EUR 20.1 billion (EUR 21.6 billion in 2019), including around EUR 6.6 billion in US dollars and EUR 3.7 billion in Chinese yuan (respectively EUR 7.2 and EUR 3.6 billion in 2019).

The Group manages its exposure to currency risk to reduce the sensitivity of earnings to changes in exchange rates. The financial instruments used to hedge the Group's exposure to fluctuations in exchange rates are described above.

The table below shows the impact of a 10% change in the US dollar and the Chinese Yuan against the Euro on Revenue and Adjusted EBITA. It includes the impact from the translation of financial statements into the Group's presentation currency, and assumes no scope impact.

Dec. 31, 2020

(in millions of euros) Increase/(decrease) in average rate Revenue Adj. EBITA
USD 10% 665 86
(10)% (604) (78)
CNY 10% 372 95
(10)% (338) (87)

Dec. 31, 2019

(in millions of euros) Increase/(decrease) in average rate Revenue Adj. EBITA
USD 10% 728 105
(10)% (661) (96)
CNY 10% 360 91
(10)% (328) (82)

NOTE 24 Employees

24.1- Employees

The Group average number of permanent and temporary employees is as follows:

(number of employees) Full year 2020 Full year 2019
Production 81,470 79,337
Administration 73,996 71,960
TOTAL AVERAGE WORKFORCE 155,466 151,297
of which Europe, Middle-East, Africa and South America 67,549 69,414
of which North America 32,633 32,640
of which Asia-Pacific 55,284 49,243

24.2- Employee benefit expense

(in millions of euros) Full year 2020 Full year 2019
Payroll costs (7,082) (7,120)
Profit-sharing and incentive bonuses (57) (59)
Stock options and performance shares (145) (154)
EMPLOYEE BENEFITS EXPENSE (7,284) (7,333)

24.3- Benefits granted to senior executives

In 2020, the Group paid EUR 2.1 million in attendance fees to the members of its Board of directors. The total amount of gross remuneration, including benefits in kind, paid in 2020 by the Group to the members of Senior Management, excluding executive directors, totaled EUR 28.1 million, of which EUR 7.6 million corresponded to the variable portion.

During the last three financial years, 741,000 performance shares have been allocated, excluding Corporate Officers. No stock options have been granted during the last three financial years. Performance shares were allocated under the 2020 long-term incentive plan. Since December 16, 2011, 100% of performance shares are conditional on the achievement of performance criteria for members of the Executive Committee.

Net pension obligations with respect to members of Senior Management amounted to EUR 17 million at December 31, 2020 (EUR 15 million at December 31, 2019).

Please refer to Chapter 4 Section 5 of the Universal Registration Document for more information regarding the members of Senior Management.

NOTE 25 Related parties transactions

25.1- Associates

Companies over which the Group has significant influence are accounted through the equity method. Transactions with these related parties are carried out on arm's length terms.

Related party transactions were not material in 2020.

25.2- Related parties with significant influence

No transactions were carried out during the year with members of the supervisory board or management board. Compensation and benefits paid to the Group's top senior executives are described in Note 24.

NOTE 26 Commitments and contingent liabilities

26.1- Guarantees and similar undertakings

The following table discloses the maximum exposure on guarantees given and received:

(in millions of euros) Dec. 31, 2020 Dec. 31, 2019
Market counter guarantees * 3,367 3,178
Pledges, mortgages and sureties ** 117 113
Other commitments given 253 291
GUARANTEES GIVEN 3,737 3,582
Endorsements and guarantees received 54 49
GUARANTEES RECEIVED 54 49

* On certain contracts, customers require some commitments to guarantee that the contract will be fully executed by the subsidiaries of the Group. The risk linked to the commitment is assessed and a provision for contingencies is recorded when the risk is considered probable and can be reasonably estimated. Market counter guarantees also include the guaranteed obligations towards pension schemes.

** Some loans are secured by property, plant and equipment and securities lodged as collateral.

26.2- Contingent liabilities

As part of its normal operations, the Group is exposed to a number of potential claims and litigations. Except for those for which it is probable that the Group will incur a liability and for which a provision is established for such outcome (see Note 21), the Group is not aware of other potentially material claims and litigations.

Specifically, the Group has not been advised to date of any claim or allegations related to the investigation conducted in France by French public agencies. The Group is fully cooperating with the French authority on this matters. Besides, the antitrust investigation conducted by public agencies in Spain has been closed.

NOTE 27 Subsequent events

There is no subsequent event to mention.

NOTE 28 Statutory Auditors' fees

Fees paid by the Group to the statutory auditors and their networks:

Full Year 2020

(in thousands of euros) EY % Mazars % Total
Audit
Statutory auditing 11,241 96% 9,061 96% 20,302
o/w Schneider Electric SE 106 106 212
o/w subsidiaries 11,135 8,955 20,090
Related audit services ("SACC") 265 2% 412 4% 677
o/w Schneider Electric SE 241 - 241
o/w subsidiaries 24 412 436
Audit sub-total 11,506 98% 9,473 100% 20,979
Non-audit services 275 2% 21 0% 296
TOTAL FEES 11,781 100% 9,494 100% 21,275

Full Year 2019

(in thousands of euros) EY % Mazars % Total
Audit
Statutory auditing 10,909 94% 8,191 90% 19,100
o/w Schneider Electric SE 106 106 212
o/w subsidiaries 10,803 8,085 18,888
Related audit services ("SACC") 292 3% 849 9% 1,141
o/w Schneider Electric SE 236 23 259
o/w subsidiaries 56 826 882
Audit sub-total 11,201 97% 9,040 99% 20,241
Non-audit services 327 3% 115 1% 442
TOTAL FEES 11,528 100% 9,155 100% 20,683

NOTE 29 Consolidated companies

The main companies included in the Schneider Electric Group scope of consolidation are listed below:

Europe
Fully consolidated
Austria
100
100
NXT Control GmbH
Austria
100
100
Schneider Electric Austria GmbH
Austria
100
100
Schneider Electric Power Drives GmbH
Schneider Electric Systems Austria GmbH
Austria
100
100
Schneider Electric Bel LLC
Belarus
100
100
Belgium
100
100
Schneider Electric Belgium NV/SA
Belgium
100
100
Schneider Electric Energy Belgium SA
Belgium
100
100
Schneider Electric ESS BVBA
Belgium
100
100
Schneider Electric Services International SPRL
Bulgaria
100
100
Schneider Electric Bulgaria EOOD
Croatia
100
100
Schneider Electric d.o.o
Czech Republic
98.3
98.3
Schneider Electric a.s.
Czech Republic
100
100
Schneider Electric CZ sro
Schneider Electric Systems Czech Republic sro
Czech Republic
100
100
Ørbaekvej 280 A/S
Denmark
100
100
Denmark
100
100
Schneider Electric Danmark A/S
Denmark
100
100
Schneider Electric IT Denmark ApS
Estonia
100
100
Schneider Electric Eesti AS
Finland
100
100
Schneider Electric Finland Oy
Finland
100
100
Schneider Electric Fire & Security OY
Finland
100
100
Schneider Electric Vamp Oy
France
100
100
Behar sécurité
France
100
100
Boissière Finance
Construction Electrique du Vivarais
France
100
100
France
100
100
Dinel
France
100
100
Eckardt
France
100
100
Eurotherm Automation
France
100
100
France Transfo
France
67.9
67.9
IGE+XAO SA
France
100
100
Merlin Gerin Alès
France
100
100
Merlin Gerin Loire
France
100
100
Muller & Cie
France
100
100
Newlog
Rectiphase
France
100
100
France
99
99
Sarel - Appareillage Electrique
France
100
100
Scanelec
France
100
100
Schneider Electric Alpes
France
100
100
Schneider Electric Energy France
France
100
100
Schneider Electric France
France
100
100
Schneider Electric Industries SAS
France
100
100
Schneider Electric International
France
100
100
Schneider Electric IT France
Schneider Electric Manufacturing Bourguebus
France
100
100
Schneider Electric SE (Mother company)
France
100
100
France
100
100
Schneider Electric Solar France
France
100
100
Schneider Electric Systems France
France
100
100
Schneider Electric Telecontrol
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
Schneider Toshiba Inverter Europe SAS France 60 60
Schneider Toshiba Inverter SAS France 60 60
Société d'Appareillage Electrique Gardy France 100 100
Société d'Application et d'Ingenierie Industrielle et Informatique SAS - SA3I France 100 100
Société Electrique d'Aubenas France 100 100
Société Française de Construction Mécanique et Electrique France 100 100
Société Française Gardy France 100 100
Systèmes Equipements Tableaux Basse Tension France 100 100
Transfo Services France 100 100
Transformateurs SAS France 100 100
ABN GmbH Germany 100 100
Eberle Controls GmbH Germany 100 100
Merten GmbH Germany 100 100
ProLeit AG Germany 100 -
RIB GmbH Germany 87.6 -
Schneider Electric Automation GmbH Germany 100 100
Schneider Electric Holding Germany GmbH Germany 100 100
Schneider Electric GmbH Germany 100 100
Schneider Electric Investment AG Germany 100 -
Schneider Electric Real Estate GmbH Germany 100 100
Schneider Electric Sachsenwerk GmbH Germany 100 100
Schneider Electric Systems Germany GmbH Germany 100 100
Schneider Electric AEBE Greece 100 100
Schneider Electric Energy Hungary LTD Hungary 100 100
Schneider Electric Hungaria Villamossagi ZRT Hungary 100 100
SE - CEE Schneider Electric Közep-Kelet Europai KFT Hungary 100 100
Schneider Electric Ireland Ltd Ireland 100 100
Schneider Electric IT Limited Ireland 100 -
Schneider Electric IT Logistics Europe Ltd Ireland 100 100
Validation technologies (Europe) Ltd Ireland 100 100
Eliwell Controls S.r.l. Italy 100 100
Eurotherm S.r.l. Italy 100 100
Schneider Electric Industrie Italia Spa Italy 100 100
Schneider Electric Spa Italy 100 100
Schneider Electric Systems Italia Spa Italy 100 100
Uniflair Spa Italy 100 100
Lexel Fabrika SIA Latvia 100 100
Schneider Electric Baltic Distribution Center Latvia 100 100
Schneider Electric Latvija SIA Latvia 100 100
UAB Schneider Electric Lietuva Lithuania 100 100
Industrielle de Réassurance SA Luxembourg 100 100
American Power Conversion Corporation (A.P.C.) BV Netherlands 100 100
APC International Corporation BV Netherlands 100 100
APC International Holdings BV Netherlands 100 100
Schneider Electric Logistic Centre BV Netherlands 100 100
Schneider Electric Manufacturing The Netherlands BV Netherlands 100 100
Schneider Electric Systems Netherlands BV Netherlands 100 100
Schneider Electric The Netherlands BV Netherlands 100 100
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
ELKO AS Norway 100 100
Eurotherm AS Norway 100 100
Lexel Holding Norge AS Norway 100 100
Schneider Electric Norge AS Norway 100 100
Elda Eltra Elektrotechnika S.A. Poland 100 100
Eurotherm Poland Sp. Z.o.o. Poland 100 100
Schneider Electric Industries Polska Sp. Z.o.o. Poland 100 100
Schneider Electric Polska Sp. Z.o.o. Poland 100 100
Schneider Electric Systems Sp. Z.o.o. Poland 100 100
Schneider Electric Transformers Poland Sp. Z.o.o. Poland 100 100
Schneider Electric Portugal LDA Portugal 100 100
Schneider Electric Romania SRL Romania 100 100
AO Schneider Electric Russia 100 100
DIN Elektro Kraft OOO Russia 100 100
FLISR LLC Russia 100 100
OOO Potential Russia 100 100
OOO Schneider Electric Zavod Electromonoblock Russia 100 100
Schneider Electric Innovation center LLC Russia 100 100
Schneider Electric Systems LLC Russia 100 100
Schneider Electric URAL LLC Russia 100 100
Schneider Electric DMS NS Serbia 100 100
Schneider Electric Srbija doo Beograd Serbia 100 100
Schneider Electric Slovakia Spol SRO Slovakia 100 100
Schneider Electric Systems Slovakia SRO Slovakia 100 100
Schneider Electric d.o.o. Slovenia 100 100
Manufacturas Electricas SA Spain 100 100
Schneider Electric Espana SA Spain 100 100
Schneider Electric IT Spain, SL Spain 100 100
Schneider Electric Systems Iberica S.L. Spain 100 100
AB Crahftere 1 Sweden 100 100
AB Wibe Sweden 100 100
Elektriska AB Delta Sweden 100 100
Elko AB Sweden 100 100
Eurotherm AB Sweden 100 100
Lexel AB Sweden 100 100
Schneider Electric Buildings AB Sweden 100 100
Schneider Electric Distribution Centre AB Sweden 100 100
Schneider Electric Sverige AB Sweden 100 100
Telvent Sweden AB Sweden 100 100
Feller AG Switzerland 83.7 83.7
Gutor Electronic GmbH Switzerland 100 100
Schneider Electric (Schweiz) AG Switzerland 100 100
Schneider Electric Ukraine Ukraine 100 100
Andromeda Telematics Ltd United Kingdom 100 100
Aveva Group plc United Kingdom 61.4 60
Avtron Loadbank Worldwide Co., Ltd United Kingdom 100 100
BTR Property Holdings Ltd United Kingdom 100 100
CBS Group Ltd United Kingdom 100 100
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
Eurotherm Ltd United Kingdom 100 100
Imserv Europe Ltd United Kingdom 100 100
Invensys Holdings Ltd United Kingdom 100 100
M&C Energy Group Ltd United Kingdom 100 100
N.J. Froment & Co. Limited United Kingdom 100 100
Samos Acquisition Company Ltd United Kingdom 100 100
Schneider Electric (UK) Ltd United Kingdom 100 100
Schneider Electric Buildings UK Ltd United Kingdom 100 100
Schneider Electric Controls UK Ltd United Kingdom 100 100
Schneider Electric IT UK Ltd United Kingdom 100 100
Schneider Electric Ltd United Kingdom 100 100
Schneider Electric Systems UK Ltd United Kingdom 100 100
Serck Control and Safety Ltd United Kingdom 100 100
Accounted for by equity method
Aveltys France 51 51
Delta Dore Finance SA (sub-group) France 20 20
Energy Pool Development France 25 25
Schneider Lucibel Managed Services SAS France 47 47
Möre Electric Group A/S Norway 34 34
Custom Sensors & Technologies Topco Limited United Kingdom 30 30
ZAO Gruppa Kompaniy Electroshield Russia 60 -
North America
Fully consolidated
Power Measurement Ltd. Canada 100 100
Schneider Electric Canada Inc. Canada 100 100
Schneider Electric Solar Inc. Canada 100 100
Schneider Electric Systems Canada Inc. Canada 100 100
Viconics Technologies Inc. Canada 100 100
Electronica Reynosa, S. de R.L. de C.V. Mexico 100 100
Industrias Electronicas Pacifico, S.A. de C.V. Mexico 100 100
Invensys Group Services Mexico S.C. Mexico 100 100
Schneider Electric IT Mexico, S.A. de C.V. Mexico 100 100
Schneider Electric Mexico, S.A. de C.V. Mexico 100 100
Schneider Electric Systems Mexico, S.A. de C.V. Mexico 100 100
Schneider Industrial Tlaxcala, S.A. de C.V. Mexico 100 100
Schneider Mexico, S.A. de C.V. Mexico 100 100
Schneider R&D, S.A. de C.V. Mexico 100 100
Square D Company Mexico, S.A. de C.V. Mexico 100 100
Telvent Mexico, S.A. de C.V. Mexico 100 100
Adaptive Instruments Corp. United States 100 100
American Power Conversion Holdings Inc. United States 100 100
ASCO Power GP, LLC United States 100 100
ASCO Power Services, Inc. United States 100 100
ASCO Power Technologies, L.P. United States 100 100
Foxboro Controles S.A. United States 100 100
Invensys LLC United States 100 100
Lee Technologies Puerto Rico, LLC United States 100 100
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
Power Measurement, Inc. United States 100 100
Pro-Face America, LLC United States 100 100
Schneider Electric Buildings Americas, Inc. United States 100 100
Schneider Electric Buildings Critical Systems, Inc. United States 100 100
Schneider Electric Buildings, LLC United States 100 100
Schneider Electric Digital, Inc. United States 100 100
Schneider Electric Engineering Services, LLC United States 100 100
Schneider Electric Grid Automation, Inc. United States 100 100
Schneider Electric Holdings, Inc. United States 100 100
Schneider Electric IT America Corp. United States 100 100
Schneider Electric IT Corporation United States 100 100
Schneider Electric IT Mission Critical Services, Inc. United States 100 100
Schneider Electric IT USA, Inc. United States 100 100
Schneider Electric Motion USA, Inc. United States 100 100
Schneider Electric Solar Inverters USA, Inc. United States 100 100
Schneider Electric Systems USA, Inc. United States 100 100
Schneider Electric USA, Inc. United States 100 100
SE Vermont Ltd United States 100 100
Siebe Inc. United States 100 100
SNA Holdings Inc. United States 100 100
Square D Investment Company United States 100 100
Stewart Warner Corporation United States 100 100
Summit Energy Services, Inc. United States 100 100
Veris Industries LLC United States 100 100
Asia-Pacific
Fully consolidated
Clipsal Australia Pty Ltd Australia 100 100
Clipsal Technologies Australia Pty Limited Australia 100 100
Nu-lec Industries Pty. Limited Australia 100 100
Scada Group Pty Limited Australia 100 100
Schneider Electric (Australia) Pty Limited Australia 100 100
Schneider Electric Australia Holdings Pty Ltd Australia 100 100
Schneider Electric IT Australia Pty Ltd Australia 100 100
Schneider Electric Solar Australia Pty Ltd Australia 100 100
Schneider Electric Systems Australia Pty Ltd Australia 100 100
Serck Controls Pty Limited Australia 100 100
Tamco Electrical Industries Australia Pty Ltd Australia 65 -
Beijing Leader & Harvest Electric Technologies Co. Ltd China 100 100
CITIC Schneider Electric Smart Building Technology (Beijing) Co. Ltd China 51 51
Clipsal Manufacturing (Huizhou) Ltd China 100 100
FSL Electric (Dongguan) Limited China 54 54
Proface China International Trading (Shanghai) Co. Ltd China 100 100
Schneider (Beijing) Medium & Low Voltage Co., Ltd China 95 95
Schneider (Beijing) Medium Voltage Co. Ltd China 95 95
Schneider (Shaanxi) Baoguang Electrical Apparatus Co. Ltd China 70 70
Schneider (Suzhou) Drives Company Ltd China 90 90
Schneider (Suzhou) Enclosure Systems Co Ltd China 100 100
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
Schneider (Suzhou) Transformers Co. Ltd China 100 100
Schneider Automation & Controls Systems (Shanghai) Co., LTD China 100 100
Schneider Busway (Guangzhou) Ltd China 95 95
Schneider Electric (China) Co. Ltd China 100 100
Schneider Electric (Xiamen) Switchgear Co. Ltd China 100 100
Schneider Electric (Xiamen) Switchgear Equipment Co., Ltd China 100 100
Schneider Electric Equipment an Engineering (X'ian) Co., Ltd China 100 100
Schneider Electric IT (China) Co., Ltd China 100 100
Schneider Electric IT (Xiamen) Co., Ltd. China 100 100
Schneider Electric Low Voltage (Tianjin) Co. Ltd China 75 75
Schneider Electric Manufacturing (Chongqing) Co. Ltd China 100 100
Schneider Electric Manufacturing (Wuhan) Co. Ltd China 100 100
Schneider Great Wall Engineering (Beijing) Co. Ltd China 100 100
Schneider Shanghai Apparatus Parts Manufacturing Co. Ltd China 100 100
Schneider Shanghai Industrial Control Co. Ltd China 80 80
Schneider Shanghai Low Voltage Term. Apparatus Co. Ltd China 75 75
Schneider Shanghai Power Distribution Electric Apparatus Co. Ltd China 80 80
Schneider Smart Technology., Ltd China 100 100
Schneider South China Smart Technology (Guangdong) Co. Ltd. China 100 100
Schneider Switchgear (Suzhou) Co, Ltd China 58 58
Schneider Wingoal (Tianjin) Electric Equipment Co. Ltd China 100 100
Shanghai ASCO Electric Technology Co., Ltd China 100 100
Shanghai Foxboro Co., Ltd China 100 100
Shanghai Invensys Process System Co., Ltd China 100 100
Shanghai Schneider Electric Power Automation Co. Ltd China 100 100
Shanghai Tayee Electric Co., LTD China 74.5 74.5
Telvent - BBS High & New Tech (Beijing) Co. Ltd China - 80
Tianjin Merlin Gerin Co. Ltd China - 75
Wuxi Proface Co., Ltd China 100 100
Zircon Investment (Shanghai) Co., Ltd China 74.5 74.5
Clipsal Asia Holdings Limited Hong Kong 100 100
Clipsal Asia Limited Hong Kong 100 100
Fed-Supremetech Limited Hong Kong 54 54
Himel Hong Kong Limited Hong Kong 100 100
Schneider Electric (Hong Kong) Limited Hong Kong 100 100
Schneider Electric Asia Pacific Limited Hong Kong 100 100
Schneider Electric IT Hong Kong Limited Hong Kong 100 100
Eurotherm India Private Ltd India 100 100
Luminous Power Technologies Private Ltd India 100 100
Schneider Electric India Private Ltd India 65 100
Schneider Electric Infrastructure Limited India 75 75
Schneider Electric IT Business India Private Ltd India 100 100
Schneider Electric President Systems Ltd India 79.5 79.5
Schneider Electric Private Limited India 100 100
Schneider Electric Solar India Private Limited India 100 100
Schneider Electric Systems India Private Limited India 100 100
PT Schneider Electric Indonesia Indonesia 100 100
PT Schneider Electric IT Indonesia Indonesia 100 100
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
PT Schneider Electric Manufacturing Batam Indonesia 100 100
PT Schneider Electric Systems Indonesia Indonesia 95 95
PT Tamco Indonesia Indonesia 65 -
Schneider Electric Japan, Inc. Japan 100 100
Schneider Eletcric Solar Japan Inc. Japan 100 100
Schneider Electric Systems Japan Inc. Japan 100 100
Toshiba Schneider Inverter Corp. Japan 60 100
Eurotherm Korea Co., Ltd. Korea 100 100
Schneider Electric Korea Ltd. Korea 100 100
Schneider Electric Systems Korea Limited Korea 100 100
Clipsal Manufacturing (M) Sdn. Bhd. Malaysia 100 100
Gutor Electronic Asia Pacific Sdn. Bhd. Malaysia 100 100
Henikwon Corporation Sdn Bhd Malaysia 65 -
Huge Eastern Sdn. Bhd. Malaysia 100 100
Schneider Electric (Malaysia) Sdn. Bhd. Malaysia 30 30
Schneider Electric Industries (M) Sdn. Bhd. Malaysia 100 100
Schneider Electric IT Malaysia Sdn. Bhd. Malaysia 100 100
Schneider Electric Systems (Malaysia) Sdn. Bhd. Malaysia 100 100
Tamco Switchgear (Malaysia) Sdn Bhd Malaysia 65 -
Schneider Electric (NZ) Limited New Zealand 100 100
Schneider Electric Systems New Zealand Limited New Zealand 100 100
American Power Conversion Land Holdings Inc. Philippines 100 100
Clipsal Philippines, Inc. Philippines 100 100
Schneider Electric (Philippines) Inc. Philippines 100 100
Schneider Electric IT Philippines Inc. Philippines 100 100
Schneider Electric Asia Pte. Ltd. Singapore 100 100
Schneider Electric Export Services Pte Ltd Singapore 100 100
Schneider Electric IT Logistics Asia Pacific Pte. Ltd. Singapore 100 100
Schneider Electric IT Singapore Pte. Ltd. Singapore 100 100
Schneider Electric JV2 Holdings Pte. Ltd. Singapore 65 -
Schneider Electric Overseas Asia Pte Ltd Singapore 100 100
Schneider Electric Singapore Pte. Ltd. Singapore 100 100
Schneider Electric South East Asia (HQ) Pte. Ltd. Singapore 100 100
Schneider Electric Systems Singapore Pte. Ltd. Singapore 100 100
Schneider Electric Lanka (Private) Limited Sri Lanka 100 100
Schneider Electric Systems Taiwan Corp. Taiwan 100 100
Schneider Electric Taiwan Co., Ltd. Taiwan 100 100
Pro-Face South-East Asia Pacific Co., Ltd. Thailand 100 100
Schneider (Thailand) Limited Thailand 100 100
Schneider Electric CPCS (Thailand) Co., Ltd. Thailand 100 100
Schneider Electric Solar Thailand Thailand 100 -
Schneider Electric Systems (Thailand) Co. Ltd. Thailand 100 100
Clipsal Vietnam Co. Ltd VietNam 100 100
Invensys Vietnam Ltd VietNam 100 100
Schneider Electric IT Vietnam Limited VietNam 100 100
Schneider Electric Manufacturing Vietnam Co., Ltd VietNam 100 100
Schneider Electric Vietnam Co. Ltd VietNam 100 100
Accounted for by equity method
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
Delixi Electric LTD (sub-group) China 50 50
Sunten Electric Equipment Co., Ltd China 25 25
Fuji Electric FA Components & Systems Co., Ltd (sub-group) Japan 36.8 36.8
Foxboro (Malaysia) Sdn. Bhd. Malaysia 49 49
Rest of the World
Fully consolidated
Himel Algerie Algeria 100 100
Schneider Electric Algerie Algeria 100 100
Schneider Electric Argentina S.A. Argentina 100 100
Schneider Electric Systems Argentina S.A. Argentina 100 100
American Power Conversion Brasil Ltda. Brazil - 100
Eurotherm Ltda. Brazil 100 100
Schneider Electric Brasil Automação de Processos Ltda. Brazil 100 100
Schneider Electric Brasil Ltda. Brazil 100 100
Schneider Electric IT Brasil Industria e Comercio de Equipamentos Eletronicos Ltda. Brazil 100 100
Steck da Amazonia Industria Electrica Ltda. Brazil 100 100
Steck Industria Electrica Ltda. Brazil 100 100
Telseb Serviços de Engenharia e Comércio de Equipamentos Eletrônicos e Telecomu
nicações Ltda
Brazil 100 100
Inversiones Schneider Electric Uno Limitada Chile 100 100
Marisio S.A. Chile 100 100
Schneider Electric Chile S.A. Chile 100 100
Schneider Electric Systems Chile Limitada Chile 100 100
Schneider Electric de Colombia S.A.S. Colombia 100 100
Schneider Electric Systems Colombia Ltda. Colombia 100 100
Schneider Electric Centroamerica Limitada Costa Rica 100 100
Invensys Engineering & Service S.A.E. Egypt 51 51
Schneider Electric Distribution Company Egypt 87.4 87.4
Schneider Electric Egypt SAE Egypt 91.9 91.9
Schneider Electric Systems Egypt S.A.E Egypt 60 60
L&T Electricals & Automation FZE United Arab Emirates 65 -
Schneider Electric DC MEA FZCO United Arab Emirates 100 100
Schneider Electric FZE United Arab Emirates 100 100
Schneider Electric Systems Middle East FZE United Arab Emirates 100 100
Schneider Electric (Kenya) Ltd Kenya 100 100
Kana Controls General Trading & Contracting Company W.L.L Kuwait 31.9 -
Schneider Electric Services Kuweit Kuwait 49 49
Schneider Electric East Mediterranean SAL Lebanon 96 96
Delixi Electric Maroc SARL AU Morocco 100 100
Schneider Electric Maroc Morocco 100 100
Schneider Electric Free Zone Enterprise Nigeria 100 -
Schneider Electric Nigeria Ltd Nigeria 100 100
Schneider Electric Systems Nigeria Ltd Nigeria 100 100
Schneider Electric O.M LLC Oman 100 100
Schneider Electric Pakistan (Private) Limited Pakistan 80 80
Schneider Electric Peru S.A. Peru 100 100
Schneider Electric Systems del Peru S.A. Peru 100 100
L&T Electricals & Automation Saudi Arabia Company Ltd. Saudi Arabia 65 -
(in % of interest) Dec. 31, 2020 Dec. 31, 2019
Schneider Electric Plants Saudi Arabia Co. Saudi Arabia 100 100
Schneider Electric Saudi Arabia For Solutions & Services Co Saudi Arabia 100 100
Schneider Electric System Arabia Co., LTD Saudi Arabia 100 100
Schneider Electric South Africa (Pty) Ltd South Africa 74.9 74.9
Uniflair South Africa (Pty) Ltd South Africa 100 100
Gunsan Elektrik Turkey 100 100
Himel Elektric Malzemeleri Ticaret A.S Turkey 100 100
Schneider Elektrik Sanayi Ve Ticaret A.S. Turkey 100 100
Schneider Enerji Endustrisi Sanayi Ve Ticaret A.S Turkey 100 100

MANAGEMENT REPORT FOR THE PERIOD ENDED DECEMBER 31, 2020

Consolidated financial statements

Business and Statement of Income highlights

Acquisitions & disposals of the period

Acquisitions

RIB Software SE

On February 13, 2020, the Group announced its intention to launch a voluntary public tender for the acquisition of 100% of the shares of RIB Software SE for a total valorisation of EUR 1.5 billion. On March 25, 2020, the Group acquired approximately 9.99% of the capital of the company, outside the takeover offer. On July 10, 2020, the Group announced the successful completion of the voluntary public takeover offer. As of December 31, 2020, the Group owns 87.64% of the capital of RIB Software, fully consolidated within Energy Management reporting segment. The consideration paid amounts EUR 1,075 million (net of cash acquired).

The purchase accounting resulting from the acquisition is not completed at the closing date. As of December 31, 2020, the net purchase accounting adjustments amount to EUR 228 million, and result mainly of the identification of intangible assets (technologies, trademark and customer relationship). The preliminary Goodwill recognised amounts to EUR 1,114 million as of December 31,2020.

The Group holds a put option agreement on 9.1% of minority interests, valued at EUR 137 million (EUR 29 per share), with a maturity in 2024. This debt has been recognised within "Other non-current liabilities".

ProLeit

On August 4, 2020, the Group acquired ProLeiT AG and fully consolidated in Industrial Automation reporting segment since August 1, 2020. The consideration paid amounts in cash EUR 84 million (net of cash acquired). As of December 31, 2020, the Group recognized intangible assets for a preliminary amount of EUR 31 million (technologies, trademark and customer relationship), and an amount of Goodwill of EUR 91 million.

Larsen & Toubro

On May 1st, 2018, Schneider Electric, partnering with Temasek, a global investment company headquartered in Singapore, reached an agreement to buy Larsen & Toubro's Electrical & Automation business.

On August 31, 2020, the Group completed the transaction to combine Schneider Electric India's Low Voltage and Industrial Automation Products business and Larsen and Toubro ("L&T") Electrical and Automation business, for a consideration paid of EUR 1,571 million. Temasek took 35% stake in the combined business for EUR 530 million. The partnership with Temasek resulted in the dilution of the Group's interests within Schneider Electric India's Low Voltage and Industrial Automation Products business, and in the recognition of a gain of EUR 191 million in the Group share of equity.

L&T is fully consolidated since September 1, 2020, and reports within the Energy Management reporting segment.

The purchase accounting as per IFRS 3R is not completed as of December 31, 2020. The net adjustment of the opening balance sheet is EUR 316 million, resulting mainly from the booking of a preliminary amount of identifiable intangible assets (mainly customer relationship, technology and trademark), and the assessment of some contingent liabilities (mainly related to risks identified on contracts). This adjustment is subject to change in 2021, notably with the ongoing valuation of the environmental risks. The preliminary Goodwill recognised amounts to EUR 1,020 million as of December 31,2020.

Planon

On December 17, 2020, the Group has successfully completed the strategic minority investment in Planon Beheer B.V. (Planon), a leading software provider in Building & Workplace management. As of December 31, 2020, the Group owns 25% of Planon Beheer B.V., which will be accounted under the equity method in 2021. The consideration paid amounts in cash EUR 113 million.

OSIsoft, LLC.

On August 25, 2020, AVEVA Group Plc, which is fully consolidated within Industrial Automation reporting segment, announced the proposed acquisition of OSIsoft. LLC. for a consideration of USD 5.0 billion. OSIsoft is a global leader in real-time industrial operational data software and services. For the year ended December 31,2019, OSIsoft recognised a revenue of USD 470 million and adjusted EBIT of USD 125 million.

AVEVA has received all antitrust and regulatory clearances required ahead of completion of the acquisition, except for the approval of the Committee on Foreign Investment in the United States (CFIUS). The deal is expected to close in the course of March 2021. The deal will be funded by USD 4.4 billion of cash consideration, of which USD 3.5 billion have already been raised via rights issued to existing shareholders (including Schneider Electric), and USD 0.9 billion from existing cash. The remainder will be funded by a USD 0.6 billion share consideration to be issued to Estudillo Holdings Corp. As of December 31, 2020, the cash received from AVEVA's minority interests amounts to EUR 1.1 billion.

Disposals

On October 24, 2019, the Group agreed to establish a Joint Venture with the Russian Direct Investment Fund ("RDIF"), to further strengthen the long-term outlook for the Group's Electroshield Samara business which was consolidated under Energy Management reporting segment and generated revenues of EUR 168 million in 2019.

The transaction with the Russian Direct Investment Fund ("RDIF") was closed on January 20, 2020. The new Joint Venture is accounted for as an equity method investment in 2020.

Follow-up on acquisitions and divestments occurred in 2019 with significant effect in 2020

Acquisitions

No significant acquisition occurred during 2019.

Disposals

On March 25, 2019, the Group announced having entered exclusive negotiations with Transom Capital Group regarding the sale of its Pelco business. On May 24, 2019, the sale of Pelco, which was previously reported within the Energy Management reporting segment, was finalized.

On December 5, 2019, the Group announced having signed an agreement with Vinci Energies regarding the sale of Converse Energy Projects GmbH, which was reported within the Energy Management reporting segment. On December 30, 2019, the sale was finalized.

Exchange rate changes

Fluctuations in the euro exchange rate had a negative impact in one-year period ended December 31, 2020, decreasing consolidated revenue by EUR (741) million due mainly to the negative effect of multiple currencies (mainly U.S. dollar, Brazilian Real, Indian rupee, Chinese Yuan) compared to the Euro and a negative impact decreasing adjusted EBITA by EUR (191) million.

Results of Operations

The following table sets forth our results of operations for 2020 and 2019:

(in millions of euros except for earnings per share) Full Year 2020 Full Year 2019 Variance
Revenue 25,159 27,158 (7.4)%
Cost of sales (15,003) (16,423) (8.6)%
Gross profit 10,156 10,735 (5.4)%
% Gross profit 40.4% 39.5%
Research and development (718) (657) 9.3%
Selling, general and administrative expenses (5,512) (5,840) (5.6)%
EBITA adjusted * 3,926 4,238 (7.4)%
% EBITA adjusted 15.6% 15.6%
Other operating income and expenses (210) (411) (48.9)%
Restructuring costs (421) (255) 65.1%
EBITA ** 3,295 3,572 (7.8)%
% EBITA 13.1% 13.2%
Amortization and impairment of purchase accounting intangibles (207) (173) 19.7%
Operating income 3,088 3,399 (9.1)%
% Operating income 12.3% 12.5%
Interest income 14 39 (64.1)%
Interest expense (126) (168) (25.0)%
Finance costs, net (112) (129) (13.2)%
Other financial income and expense (166) (132) 25.8%
Net financial income/(loss) (278) (261) 6.5%
Profit from continuing operations before income tax 2,810 3,138 (10.5)%
Income tax expense (638) (690) (7.5)%
Income of discontinued operations, net of income tax - (3) (100.0)%
Share of profit/(loss) of associates 66 78 (15.4)%
PROFIT FOR THE PERIOD 2,238 2,523 (11.3)%
attributable to owners of the parent 2,126 2,413 (11.9)%
attributable to non controlling interests 112 110 1.8%
Basic earnings (attributable to owners of the parent) per share (in euros per
share)
3.84 4.38 (12.3)%
Diluted earnings (attributable to owners of the parent) per share (in euros
per share)
3.81 4.33 (12.0)%

* Adjusted EBITA (Earnings Before Interest, Taxes, Amortization of Purchase Accounting Intangibles). Adjusted EBITA corresponds to operating profit before amortization expenses and impairment loss of purchase accounting intangible assets, before goodwill impairment, other operating income and expenses and restructuring costs.

** EBITA (Earnings Before Interest, Taxes and Amortization of Purchase Accounting Intangibles). EBITA corresponds to operating profit before amortization and impairment of purchase accounting intangible assets and before goodwill impairment.

Revenue

Consolidated revenue totaled EUR 25,159 million for the period ended December 31, 2020, down (7.4)% on a current structure and currency basis from the year-earlier period.

Organic growth was negative for (4.7)%, acquisitions and disposals accounted for (0.2)% and the currency effect for (2.5)%.

Evolution of revenue by reporting segment

The following table sets forth our revenue by business segment for the one-year periods ended December 31, 2020 and 2019:

(in millions of euros) Energy
Management
Industrial
Automation
Total
Full Year 2020 19,344 5,815 25,159
Full Year 2019 20,847 6,311 27,158

Energy Management generated revenues of EUR 19,344 million, equivalent to 77% of the full year revenues and was down (4.5)% organically in 2020, impacted across all regions by the effects of the pandemic with a return to positive growth in the second half-year led by China and the U.S. There was continued demand for Residential and Small building offers throughout the year, and it was a key component of growth in the second half-year. Commercial & Industrial Buildings (CIB) activity restarted in most regions following the strict lockdowns in the first half of the year, and the Group saw continued demand across specialized areas such as Hospitals and Healthcare, Life Science and Digital Buildings. Data Center continued on a positive demand trend, for both large and small installations, but revenue growth was impacted by the high base of comparison. The Group experienced a mixed picture in Industry & Infrastructure end-markets, where Industry remained challenged in part due to a low oil price and the impacts of COVID-19 on mid and late-cycle investment, while Infrastructure remains positively oriented due to the Group's offers for Electrical Utilities (including Smart Grids and Microgrids) and in Transportation.

Industrial Automation generated revenues of EUR 5,815 million, equivalent to 23% of the full year revenues and was down (5.3)% organically in 2020, impacted across all regions by the effects of the pandemic. The Process & Hybrid end-market remained challenged due to the low oil price, and the impacts of COVID-19 on mid- and late-cycle investment but was supported by strong performance from offers for industrial software, which finished the year strongly. Certain hybrid segments including Consumer Packaged Goods also performed well. Product and System offerings into Discrete end-markets performed better than in Process markets, with the relative recovery in the second half of the year due in part to strong OEM demand in China. Services showed good traction across automation end-markets, though with Field Services impacted in the first semester by restrictions on site access. The Group's digitally enabled services performed well in a year where there was greater need for remote access and predictive maintenance.

Gross margin

Gross profit was down (3.2)% organically in 2020, but with the gross margin improving by +60 basis points organically to 40.4% in 2020 mainly driven by net price and productivity.

Support Function costs: Research and development and selling, general and administrative expenses

Research and development expenses, net of capitalized development costs and excluding research and development costs booked in costs of sales, increased by 9.3% from EUR 657 million for 2019 to EUR 718 million for 2020. As a percentage of revenues, the net cost of research and development is increasing slightly to (2.9)% of revenues for one-year period ended December 31, 2020 (2.4% for 2019).

Total research and development expense, including capitalized development costs and development costs reported as cost of sales (see Note 4 to the Consolidated Financial Statements) increased by 2.9% from EUR 1,368 million for 2019 to EUR 1,407 million for 2020. As a percentage of revenues, total research and development expenses increased slightly to 5.6% for 2020 (5.0% for 2019).

In 2020, the net effect of capitalized development costs and amortization of capitalized development costs amounts to EUR 66 million on operating income (EUR 60 million in 2019).

Selling, general and administrative expenses decreased by (5.6)% to EUR 5,512 million for 2020 (EUR 5,840 million for 2019). As a percentage of revenues, selling, general and administrative expenses increased slightly to 21.9% for 2020 (21.5% for 2019).

Combined, total support function costs, that is, research and development expenses together with selling, general and administrative costs, totaled EUR 6,230 million for 2020 compared to EUR 6,497 million for 2019, a decrease of (4.1)%. Support functions costs to sales ratio increases at 24.8%.

Other operating income and expenses

For 2020, other operating income and expenses amounted to a net expense of EUR 210 million, mainly due to costs of acquisitions and integrations for EUR 169 million. These cots are mainly related to the major acquisitions of the year (L&T, RIB Software SE as well as OSIsoft, the latter being expected to close in early 2021).

Restructuring costs

For 2020, restructuring costs amounted to EUR 421 million compared to EUR 255 million for 2019, attributed mainly to Support Function Costs improvement initiatives.

EBITA and Adjusted EBITA

We define adjusted EBITA as EBITA before restructuring costs and before other operating income and expenses, which includes acquisition, integration and separation costs. We define EBITA as earnings before interest, taxes and amortization of purchase accounting intangibles. EBITA comprises operating profit before amortization and impairment of purchase accounting intangible assets and before goodwill impairment.

Adjusted EBITA amounted to EUR 3,926 million for 2020, compared to EUR 4,238 million for 2019, an organic decrease of (3.6)%. As a percentage of revenues, adjusted EBITA remains stable at 15.6% but margin improved 20 bps organically.

EBITA decreased from EUR 3,572 million for 2019 to EUR 3,295 million in 2020. As a percentage of revenues, EBITA remains almost stable at 13.1% in 2020 (13.2% for 2019).

Adjusted EBITA by business segment

The following table sets out EBITA and adjusted EBITA by business segment:

Full Year 2020

(in millions of euros) Energy
Management
Industrial
Automation
Central functions
& digital costs
Total
Backlog 7,231 1,765 - 8,996
Revenue 19,344 5,815 - 25,159
Adjusted EBITA 3,634 992 (700) 3,926
Adjusted EBITA (%) 18.8% 17.1% 15.6%

On December 31, 2020, the total backlog to be executed in more than a year amounts to EUR 639 million.

Full Year 2019

(in millions of euros) Energy
Management
Industrial
Automation
Central functions
& digital costs
Total
Backlog 6,399 1,705 - 8,104
Revenue 20,847 6,311 - 27,158
Adjusted EBITA 3,842 1,141 (745) 4,238
Adjusted EBITA (%) 18.4% 18.1% 15.6%

On December 31, 2019, the total backlog to be executed in more than a year amounted to EUR 663 million.

Energy Management generated an adjusted EBITA of EUR 3,634 million, or 18.8% of revenues, up c. 30 bps organic (up 40 bps reported), thanks to a strong contribution from productivity, a positive mix impact, and net price improvement (inclusive of raw material tailwinds), along with cost saving actions taken throughout the year. These positive impacts more than compensated for the impact of decreasing volumes. The performance included an improvement of c. +120bps organic in the second semester for which net price and productivity were the main contributing factors.

Industrial Automation generated an adjusted EBITA of EUR 992 million, or 17.1% of revenues, down c. (30) bps organic (down (1.0) pt reported), due mainly to the impact of decreasing volumes and cost inflation, which were partly offset by a strong contribution from productivity and net price improvement (inclusive of raw material tailwinds), along with cost saving actions taken throughout the year. The performance included an improvement of c. +120bps organic in the second half of the year for which net price and productivity were the main contributing factors.

Central Functions & Digital Costs in 2020 reduced by (6)% to EUR 700 million (EUR 745 million in 2019), remaining stable as a percentage of Group revenues at 2.8% (2.7% of Group revenues in 2019). Within Central Functions and Digital Costs, the corporate cost element has been decreasing at a higher rate than the remainder where digital and cybersecurity remain a focus of investment. Corporate costs remain at around 0.8% of Group revenues.

Operating income (EBIT)

Operating income or EBIT (Earnings Before Interest and Taxes), decreased from EUR 3,399 million for 2019 to 3,088 million for 2020, a decrease of (9.1)%.

Net financial income/loss

Net financial loss amounted to EUR 278 million for 2020, compared to EUR 261 million for 2019. Financial result remains relatively stable year-on-year, the decrease of the cost of net financial debt (from EUR 129 million in 2019 to EUR 112 million in 2020) being fully compensated by a decrease of the dividends received from non-consolidated investments.

Tax

The effective tax rate was 22.7% for 2020, and 22% for 2019. The corresponding income tax expense meanwhile decreased from EUR 690 million for 2019 to EUR 638 million for 2020.

Share of profit/ (losses) of associates

The share of associates was a EUR 66 million profit for 2020, compared to EUR 78 million profit for 2019.

Non-controlling interests

Minority interests in net income for 2020 totaled EUR 112 million, compared to EUR 110 million for 2019. This represents the share in net income attributable, in large part, to the minority interests of AVEVA.

Profit for the period (to owners of the parent)

Profit for the period attributable to the equity holders of our parent company amounted to EUR 2,126 million for 2020, compared to EUR 2,413 million profit for 2019.

Earnings per share

Earnings per share amounted to EUR 3.84 per share for 2020 and EUR 4.38 per share for 2019.

Comments to the consolidated Cash-flow

The following table sets forth our cash-flow statement for 2020 and 2019:

(in millions of euros) Note Full Year 2020 Full Year 2019
Profit for the year 2,238 2,523
Losses/(gains) from discontinued operations - 3
Share of (profit)/losses of associates (66) (78)
Income and expenses with no effect on cash flow:
Depreciation of property, plant and equipment 11 698 701
Amortization of intangible assets other than goodwill 10 512 474
Impairment losses on non-current assets 54 63
Increase/(decrease) in provisions 21 266 56
Losses/(gains) on disposals of assets (10) 206
Difference between tax paid and tax expense (137) (2)
Other non-cash adjustments 96 66
Net cash provided by operating activities 3,651 4,012
Decrease/(increase) in accounts receivables 326 22
Decrease/(increase) in inventories and work in progress (153) 209
(Decrease)/increase in accounts payable 344 (41)
Decrease/(increase) in other current assets and liabilities 267 80
Change in working capital requirement 784 270
TOTAL I - CASH FLOWS FROM OPERATING ACTIVITIES 4,435 4,282
Purchases of property, plant and equipment 11 (485) (506)
Proceeds from disposals of property, plant and equipment 55 38
Purchases of intangible assets 10 (332) (338)
Net cash used by investment in operating assets (762) (806)
Acquisitions and disposals of businesses, net of cash acquired & disposed 2 (2,393) (79)
Other long-term investments 11 59
Increase in long-term pension assets (106) (90)
Sub-total (2,488) (110)
TOTAL II - CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES (3,250) (916)
Issuance of bonds 22 2,444 964
Repayment of bonds 22 (500) (500)
Sale/(purchase) of own shares (50) (266)
Increase/(decrease) in other financial debt 1,032 (1,078)
Increase/(decrease) of share capital 19 43 168
Transaction with non-controlling interests * 2 1,141 -
Dividends paid to Schneider Electric's shareholders 19 (1,413) (1,296)
Dividends paid to non-controlling interests (112) (117)
TOTAL III - CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES 2,585 (2,125)
TOTAL IV - NET FOREIGN EXCHANGE DIFFERENCE (403) (18)
TOTAL V - EFFECT OF DISCONTINUED OPERATIONS - (59)
INCREASE/(DECREASE) IN NET CASH AND CASH EQUIVALENTS: I +II +III +IV +V 3,367 1,164
Net cash and cash equivalents, beginning of the period 18 3,395 2,231
Increase/(decrease) in cash and cash equivalents 3,367 1,164
NET CASH AND CASH EQUIVALENTS, END OF THE PERIOD 18 6,762 3,395

* In 2020, the Group received EUR 1,141 million of cash from AVEVA's minority interests, following the increase of capital realized by the latter, to finance the on-going acquisition of OSISoft (Note 2).

Operating Activities

Net cash provided by operating activities before changes in operating assets and liabilities reached EUR 3,651 million for 2020, decreasing compared to EUR 4,012 million for 2019. It represents 14.5% of revenues for 2020 (14.8% of revenues from 2019).

Change in working capital requirement generated EUR 784 million in cash in 2020, compared to EUR 270 million in 2019.

In all, net cash provided by operating activities increased from EUR 4,282 million in 2019 to EUR 4,435 million in 2020.

Investing Activities

Net capital expenditure, which includes capitalized development projects, decreased, at EUR 762 million for 2020, compared to EUR 806 million for 2019, and representing 3% of sales in 2020 stable compared to 2019.

Free cash-flow (cash provided by operating activities net of net capital expenditure) amounted to EUR 3,673 million in 2020 versus EUR 3,476 million in 2019.

Cash conversion rate (free cash-flow over net income attributable to the equity holders of the parent company on continuing operations) was 173% in 2020 versus 144% in 2019.

The acquisitions net of disposals represented a cash out of EUR 2,393 million (net of acquired cash) for 2020, compared with EUR 79 million for 2019. Those amounts correspond mainly to the acquisitions and disposals described in Notes 2.1 and 2.2 of the Consolidated Financial Statements (Chapter 5).

Financing Activities

Net cash flow from financing activities amounted to EUR 2,585 million during the year 2020, compared to a use of EUR 2,125 million during the year 2019, mainly due to changes in net debt and to the cash received from AVEVA's minority interests following the increase of capital realized by the latter to finance the on-going acquisition of OSISoft.

The net cash inflow from other financial debts amounted to EUR 1,032 million in 2020, compared to a net cash outflow of EUR 1,078 million in 2019. The 2020 inflow is mainly due to a net commercial paper issuance of EUR 1,302 million.

The dividend paid by Schneider Electric was EUR 1,413 million in 2020, compared with EUR 1,296 million in 2019.

Review of the parent company financial statements

In 2020, Schneider Electric SE posted an operating loss of EUR 17 million compared with EUR 15 million the previous year.

Interest expense net of interest income amounted to EUR 65 million versus EUR 62 million the previous year.

Current loss amounted to EUR 64 million in 2020 compared with an income of EUR 15 million in 2019.

The net income stood at EUR (31) million in 2020 compared with EUR 57 million in 2019, mainly due to the dividends of EUR 50 million received in 2019.

Equity before appropriation of net profit amounted to EUR 6,607 million at December 31, 2020 versus EUR 9,007 million at the previous year-end, after taking into account 2020 profit and dividend payments of EUR 1,413 million.

2021 Targets

Though the uncertainty emanating from the COVID-19 crisis remains, the Group expects the following trends in each of its main endmarkets and geographies, driving growth in 2021.

By end-market :

  • Buildings: Strong growth expected in Residential markets, and good growth in specialized areas of Non-Residential, including warehouse and healthcare
  • Data Center: a continuation of robust demand is expected, leading to strong growth
  • Infrastructure: Good growth is expected in the Utilities segment, supported by strong project execution, with continued demand for the Group's offers in relation to Smart Grid
  • Industry: Strong growth expected in short-cycle, led by OEM demand. Mid- and late-cycle to remain impacted in the near-term, with Hybrid segments better oriented.

By geographic market:

  • North America: Strong growth expected for the region, including in both Residential and Data Center markets. Mid- and late-cycle industrial markets to remain challenged in the near-term, while short-cycle expected to grow well. Continued softness expected in Mexico
  • Asia Pacific: Strong growth expected for the region; China to continue growth momentum, with good traction across most endmarkets and segments. The rest of the region to see continued improvement, supported by a recovery in Global trade
  • Western Europe: Good recovery to continue in the region, led by Residential and Data Center end-markets. Discrete automation markets are expected to perform better than Process & Hybrid. Green Deal stimulus could start to contribute towards the end of the year
  • Rest of the World: Strong growth expected overall for the region, although with performance contrasted by country. Rising commodity prices are expected to be supportive of growth in certain countries.

The Group expects positive growth in aggregate in 2021 as it continues to deploy its strategic priorities in key markets.

The Group targets 2021 Adjusted EBITA growth between +9% and +15% organic. The target would be achieved through a combination of organic revenue growth and margin improvement, currently expected to be :

  • Revenue growth of +5% to +8% organic
  • Adjusted EBITA margin up +60bps to +100bps organic

This implies Adjusted EBITA margin of around 16.1% to 16.5% (including scope based on transactions completed in 2020 and FX based on current estimation).