2015/16
HALF-YEAR
FINANCIAL
REPORT
CONTENTS
1. HALF-YEAR ACTIVITY REPORT AT 30 SEPTEMBER 2015
4
1.1. Preliminary note
4
1.2. Significant events during the first half of 2015/16
Creating value 2018
Proposed combination with WABTEC Corporation
Decision of the AMF Enforcement committee
4
4
4
4
1.3. Half-year sales growth and results
Order book
Sales
Group operating profit
Net financial expense
Income tax
Net profit
5
5
6
7
7
8
8
1.4. Cash flow and financing
Cash flow statement
Financing
9
9
11
1.5. Description of the main risks and uncertainties for the remaining six months of the financial year
12
1.6. Related-party transactions
12
1.7. Outlook
12
1.8. Post-closing events
Dividend
Liquidity contract
Free performance-based Shares
13
13
13
13
2. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 30 SEPTEMBER 2015
14
2.1. Half-year consolidated financial statements
Half-year consolidated income statement
Half-year consolidated statement of comprehensive income
Half-year consolidated statement of financial position
Half-year consolidated statement of changes in equity
Half-year consolidated cash flow statement
14
14
15
16
18
19
2.2. Notes to the condensed consolidated half-year financial statements
Note 1: General information
Note 2: Highlights
Note 3: Accounting principles and methods
Note 4: Changes in consolidation scope
Note 5: Goodwill
Note 6: Intangible assets
Note 7: Property, plant and equipment
Note 8: Assets held for sale
Note 9: Investments in equity-accounted entities
Note 10: Other non-current financial assets
Note 11: Inventories
Note 12: Work-in-progress on projects
Note 13: Current receivables
Note 14: Current financial assets
Note 15: Cash and cash equivalents
Note 16: Group equity
Note 17: Minority interests
Note 18: Analysis of provisions
Note 19: Borrowings and financial debt
Note 20: Financial risk management
Note 21: Current liabilities
20
21
21
22
24
24
26
27
27
27
28
29
29
29
30
30
31
33
33
34
36
39
Faiveley Transport 2015/16 Half-Year Financial Report - 2
Note 22: Factoring
Note 23: Segment reporting
Note 24: Sales
Note 25: Gross profit and Cost of sales
Note 26: Other income and expenses from recurring operations
Note 27: Restructuring costs and gains and losses on disposal of property, plant and equipment and intangible
assets
Note 28: Net financial income/(expense)
Note 29: Income tax
Note 30: Profit or loss of operations held for disposal and discontinued operations
Note 31: Payroll costs and workforce
Note 32: Earnings per share
Note 33: Post-balance sheet events
Note 34: Transactions with related parties
Note 35: Dividends
Note 36: Off-balance sheet commitments
Note 37: Consolidation scope and method
Note 38: Financial communication
40
40
42
42
43
43
44
44
45
45
45
45
46
46
47
47
49
2.3. Statutory Auditors' report on the 2015/16 interim financial information (period from 1 April 2015 to 30
September 2015)
I - Conclusion on the financial statements
II – Specific verification
50
50
50
3. STATEMENT OF THE PERSONS RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT
51
The French version of this half-year financial report was submitted to the Autorité des Marchés
Financiers (AMF) on 26 November 2015 in accordance with Article 222-4 of its General
Regulations. It has been prepared in accordance with Article L.451-1-2 (III) of the Monetary and
Financial Code and includes a Half-Year Activity Report for the period from 1 April 2015 to 30
September 2015, the Faiveley Transport Group consolidated financial statements at 30
September 2015, the Statutory Auditors’ report and the statement of persons responsible for the
document.
Faiveley Transport 2015/16 Half-Year Financial Report - 3
1. Half-year activity report at 30 September 2015
1.1. PRELIMINARY NOTE
Readers are encouraged to read the following information on the Group’s financial situation and financial
performance in conjunction with the Group’s consolidated half-year financial statements at 30 September 2015 and
accompanying notes included in Chapter 2 of this Half-Year Financial Report at 30 September 2015, as well as the
Group’s consolidated financial statements at 31 March 2015 and accompanying notes included in section 3.6 of the
2014/15 Registration Document.
In application of Regulation 1606/2002 of the European Union (EU) of 19 July 2002 on the application of
international accounting standards, the consolidated financial statements of Faiveley Transport for the first half of
2015/16 and the first half of 2014/15 have been prepared in accordance with IFRS (International Financial Reporting
Standards), as adopted by the European Union. Percentages may be calculated using non-whole numbers and may
therefore differ from those calculated using whole numbers.
1.2. SIGNIFICANT EVENTS DURING THE FIRST HALF OF 2015/16
CREATING VALUE 2018
On 28 May 2015, during the presentation of its 2014/15 annual results, Faiveley Transport Group presented its
strategic plan for the next three years: Creating Value 2018. A dedicated press release is available on the Group's
website.
PROPOSED COMBINATION WITH WABTEC CORPORATION
On 27 July 2015, Faiveley Transport announced its entry into exclusive negotiations with Wabtec Corporation.
Following review with employee representative bodies, on 6 October 2015 the Faiveley family and Wabtec
Corporation signed the share purchase agreement as well as a shareholder agreement; Faiveley Transport and
Wabtec Corporation signed the agreement related to the tender offer.
Wabtec’s firm offer relates to the acquisition of the entire Faiveley Transport share capital, valuing it at an
entreprise value in the region of €1.7 billion, and would give rise to one of the world’s leading rail equipment
manufacturers with combined sales of approximately €4 billion.
Finalisation of this project is subject to the fulfilment of standard closing conditions and specifically to the approval
of the competent competition authorities (the European Commission and the US Department of Justice, as well as
Russia’s Federal Antimonopoly Services).
The project has already been approved by the Russian competition authority. The process of applying to the
European Commission for authorisation has begun, with, in particular, the submission of a pre-notification file on 28
October. Lastly, concerning the United States, on 30 October the Department of Justice opened a request for
additional information regarding the proposed acquisition.
In this context, the acquisition of the controlling interest from the Faiveley family by Wabtec is not expected before
the second quarter of 2016 and the proposed public offer will be filed with the Autorité des Marchés Financiers
(AMF – French financial markets authority) in the weeks following this change in control.
DECISION OF THE AMF ENFORCEMENT COMMITTEE
The Autorité des Marchés Financiers (“AMF”), the French regulatory authority for listed companies, had launched an
investigation at the end of 2011 into Faiveley Transport’s financial information and trading activity from 1 April 2011
onwards.
Following the investigative procedure, in March 2014 the AMF College notified Faiveley Transport of certain
complaints in respect of which Faiveley Transport may have failed in its obligation of public disclosure at the end of
the 2011/2012 financial year.
Faiveley Transport 2015/16 Half-Year Financial Report - 4
The Enforcement Committee issued its final decision on 27 July 2015, imposing a fine of €300,000 on the Company.
The only complaint upheld against the Company by the Committee was that of a late disclosure to the market
between March and April 2012, the other complaints being deemed unfounded.
1.3. HALF-YEAR SALES GROWTH AND RESULTS
(€ millions)
Order book
Sales
Adjusted Group operating profit (a)
as % of sales
Group operating profit (b)
Net profit – Group share
as % of sales
Free cash flow (c)
HY1
2015/16
HY1
2014/15
% change
1,814.7
1,694.5
+7.1%
486.7
47.3
9.7%
46.5
26.7
5.5%
16.8
+9.5%
+9.5%
532.8
51.8
9.7%
40.9
23.2
4.3%
34.2
-12.0%
-13.4%
+104%
(a) Adjusted Group operating profit is defined as Group operating profit as defined in (b) below, restated for restructuring costs
and Wabtec transaction related costs.
(b) Group operating profit is defined as operating profit including the share of profit of equity-accounted entities.
(c) Free cash flow is defined as self-financing capacity before interest and tax restated for tax paid, net financial interest paid, the
change in working capital requirements and net investments.
ORDER BOOK
At 30 September 2015, the Group’s order book posted growth of 7.1% (of which 4.5% organic growth) compared
with 30 September 2014, reaching €1,814.7 million.
The Group secured some significant contracts over the period, with notably in the second quarter:
In the Europe region:
Braking systems for 82 Desiro HC Rhin-Ruhr Express (RRX) electric passenger trains (EMU) built by Siemens, along
with a services contract for the supply of spare parts and brake overhaul for a firm period of 10 years;
Heating, ventilation and air conditioning (HVAC) systems for new EuroCity EC250 high speed Swiss trains built by
Stadler Rail;
The supply of platform screen doors for four new stations extending Line 14 of the Paris metro for the RATP;
An additional order for heating, ventilation and air conditioning (HVAC) systems for 30 regional trains in Sweden
built by Alstom Transport;
In the Americas region:
Heating, ventilation and air conditioning (HVAC) systems for the 284 cars of the Orange and Red Lines of the
Boston metro (MBTA) built by CRRC.
In the Asia-Pacific region:
Braking systems for 138 cars of Lines 4, 5 and 6 of the Riyadh metro built by Alstom Transport;
Access door systems for 228 cars of Line 13 of the Shanghai metro built by CRRC (Puzhen);
Access door systems for 162 cars of the Delhi metro built by Bombardier Transport.
Faiveley Transport 2015/16 Half-Year Financial Report - 5
SALES
Over the first half of 2015/16, Faiveley Transport achieved sales of €532.8 million, an increase of 9.5% compared
with the first half of 2014/15, including organic growth of 2.5%. Currency effects had a favourable impact of 7.0%.
2015/16
2014/15
Europe
Asia/Pacific
Americas
Rest of the world
TOTAL for the first half-year (HY1)
297.4
120.6
111.3
3.5
532.8
Original Equipment
Services
TOTAL for the first half-year (HY1)
296.5
236.3
532.8
(€ millions)
303.2
100.5
76.8
6.2
486.7
Organic
growth
-3.6%
+7.4%
+23.7%
-44.6%
+2.5%
Total
growth
-1.9%
+19.9%
+45.0%
-43.9%
+9.5%
293.2
193.5
486.7
-5.2%
+14.1%
+2.5%
+1.2%
+22.1%
+9.5%
On a like-for-like basis over the half-year:
Europe (56% of sales) decreased by 3.6%, with the end of major project deliveries such as the BR430 regional
German trains, the Munich metro and the Brussels RER, and this decline was not fully offset by the delivery of
other major ongoing projects such as Régiolis and Regio2N in France, Zefiro in Italy and Thameslink in the United
Kingdom, or by the momentum of Services;
The Asia-Pacific region (23% of sales) grew organically by 7.4%, primarily due to the high level of deliveries in
China, India and Australia;
The Americas region (21% of sales) recorded organic growth of 23.7% due in particular to the high volume of the
freight business in the United States (in a freight market which achieved record levels of more than 80,000 cars
at annualised rates), the delivery of major projects in Canada (Toronto tramway and Montreal metro) and the
high level of activity of the Services Division.
The Services Division grew by 14.1% in organic terms over the half year, primarily driven by performances in Italy,
the UK, North America, China and Australia.
The Original Equipment Divisions recorded a 5.2% fall in sales on a like-for-like basis over the half year, related to
project delivery schedules.
Faiveley Transport 2015/16 Half-Year Financial Report - 6
GROUP OPERATING PROFIT
Group operating profit is defined as operating profit including the share of profit of equity-accounted entities.
(€ millions)
Sales
Gross profit
as % of sales
Administrative costs
Sales and marketing costs
Research & Development costs
Other operating income and expenses
Operating profit
as % of sales
Share of profit of joint ventures
Group operating profit
as % of sales
Restructuring costs
Costs related to the Wabtec transaction
Adjusted Group operating profit
as % of sales
HY1 2015/16
HY1 2014/15
% change
532.8
131.7
24.7%
(47.1)
(26.5)
(8.6)
(12.0)
37.4
7.0%
3.5
40.9
7.7%
1.3
9.5
51.8
9.7%
486.7
116.2
23.9%
(40.4)
(22.1)
(7.4)
(3.0)
43.3
8.9%
3.3
46.5
9.6%
0.8
47.3
9.7%
+9.5%
-13.5%
-12.0%
+9.5%
Operating profit for the first six months of the 2015/16 financial year was impacted by non-recurring charges,
including primarily:
€9.5 million in costs related to the proposed combination with Wabtec; and
€1.3 million in restructuring costs
Restated for these costs, adjusted Group operating profit (including the share of profit in joint ventures) totalled
€51.8 million (9.7% of sales) at 30 September 2015, against €47.3 million (9.7% of sales) for the first half of 2014/15,
representing an increase of 9.5%.
Gross profit stood at €131.7 million (24.7% of sales), compared with €116.2 million over the first half of 2014/15
(23.9% of sales). This increase in gross margin rate was primarily linked to improved project execution, as well as to a
favourable product mix as a result of strong growth in the Services activity.
Sales, general and administrative costs rose 18% primarily as a result of exchange rates (approximately 6%) and the
implementation of the Creating Value 2018 strategic plan, which includes the strengthening of operational, sales
and management teams as well as the roll-out of new IT systems and the improvement in processes and operations
controls.
Group operating profit totalled €40.9 million for the first six months of the 2015/16 financial year, a fall of 12% due
to the impact of costs associated with the planned combination with Wabtec.
NET FINANCIAL EXPENSE
(€ millions)
Gross cost of debt
Income from cash and cash equivalents
Net cost of financial debt
Exchange differences
Net gain/(loss) on financial instruments
Other
Net financial expense
HY1 2015/16
HY1 2014/15
(5.6)
0.5
(5.1)
(2.5)
4.2
(1.1)
(4.5)
(6.3)
0.7
(5.6)
4.5
(5.7)
(0.9)
(7.7)
% change
+0.5
+3.2
Net financial expenses decreased to € 4.5 million; this reduction of € 3.2 million is analysed as follows:
Faiveley Transport 2015/16 Half-Year Financial Report - 7
The cost of net debt for the half-year fell and stood at €5.1 million compared with €5.6 million for the first half
of 2014/15 as a result of the fall in interest rates and the Group’s lower credit margins;
A gain on financial instruments and foreign exchange of €1.7 million;
Other financial income and expenses resulting in a net negative impact of €1.1 million, comprising interest on
bank guarantees, interest on pension commitments and other financial income and expenses.
INCOME TAX
The income tax charge totalled €11.1 million, compared with €13.5 million for the six months ended at 30
September 2014. The decrease in the effective tax rate (33.7% compared with 38.0% in the first half of 2014) was
mainly the result of a favourable country mix.
NET PROFIT
Group share of net profit reached €23.2 million, decreased by 13% compared with the first half of 2014/15 which
was due solely to non-recurring costs related to the transaction with Wabtec. Restated for these transaction related
costs, Group share of net profit increased 10%.
Net earnings per share was €1.61 at 30 September 2015, representing a fall of 14% (€1.87 at 30 September 2014).
Net earnings per share is calculated after deducting treasury shares held by Faiveley Transport at the end of the
period, namely 216,303 shares at 30 September 2015 and 296,233 shares at 30 September 2014.
Faiveley Transport 2015/16 Half-Year Financial Report - 8
1.4. CASH FLOW AND FINANCING
CASH FLOW STATEMENT
(€ millions)
Net profit – Group share
Minority interests
Depreciation and amortisation charges
Charges related to share-based payments
Change in provisions
Unrealised net loss/(gain) on derivative instruments and revaluation of monetary
assets and liabilities
Other calculated income and expenses
Net loss/(gain) on asset disposals
Grant income
Share of profit of equity-accounted entities
Net cost of financial debt
Income tax charge
Self-financing capacity before interest and tax
Change in working capital requirement
Tax paid
Net financial interest paid
Net cash from operating activities
Net investments
(a)
Free cash flow
Net cash outflows / inflows related to acquisitions/disposals of subsidiaries and
minority interests
Cash flow from investment activities
Proceeds from new share issues
Treasury shares
Change in share issue and merger premiums
Dividends paid to parent company shareholders
Dividends paid to minority interests
Proceeds from new borrowings
Repayment of borrowings
Cash flow from financing activities
Net foreign exchange difference
Cash and cash equivalents at start of period
Cash and cash equivalents at end of period
HY1
2015/16
23.2
2.2
9.0
1.2
1.5
HY1
2014/15
26.7
(1.4)
8.6
0.9
(1.4)
2.2
4.8
(0.1)
0.1
(3.5)
5.1
11.1
51.9
4.3
(2.7)
(3.5)
50.0
(15.8)
34.2
(0.1)
(3.3)
5.6
13.5
53.9
(14.7)
(8.6)
(4.0)
26.6
(9.9)
16.8
(1.3)
(17.1)
2.0
(1.8)
4.2
(18.9)
(14.5)
(0.8)
234.7
252.3
(9.9)
(0.2)
(0.2)
(21.9)
(22.4)
(5.9)
237.9
226.5
(a) Free cash flow is defined as self-financing capacity before interest and tax restated for tax paid, net financial interest paid, the
change in working capital requirements and net investments
Self-financing capacity before interest and tax was €51.9 million, a decrease of 4% in comparison with the first half
of 2014/15 (€53.9 million).
Faiveley Transport 2015/16 Half-Year Financial Report - 9
At 30 September 2015, working capital requirement can be analysed as follows:
(€ millions)
30 Sept. 2015
31 March 2015
Inventories
174.9
167.7
+7.2
% change,
excl.
exchange
differences
+11.9
Work-in-progress on projects
116.3
121.7
-5.4
-3.7
Trade receivables
% change
273.5
321.8
-48.4
-38.9
Trade payables
(192.9)
(209.6)
+16.7
+12.6
Downpayments
(132.5)
(140.2)
+7.7
+4.4
Other current assets and liabilities
(57.3)
(58.6)
+1.4
+0.4
Working capital requirement (WCR)
182.0
202.7
-20.7
-13.4
Factoring of receivables
(87.7)
(97.7)
+10.0
+9.2
94.3
105.0
(10.7)
(4.3)
Working capital requirement after factoring
At 30 September 2015, the working capital requirement (WCR) after factoring of receivables totalled €94.3 million,
down €10.7 million in comparison with 31 March 2015. This change takes into account a sharp decrease in customer
receivables and an increase in inventory related to the business, as well as a decrease in factoring of receivables,
which is customary in the first half-year, of €10 million, and favourable currency effects of €6 million.
Net capital expenditure (CAPEX) reached €15.8 million, a significant increase on the first half of the previous
financial year (€9.9 million), as a result of investments related to the Creating Value 2018 strategic plan.
Faiveley Transport is committed to a major IT system integration programme with the objective of optimising
organisational structures, industrial processes, tools and technical data sharing. This investment is self-financed,
except for software licences which are lease-financed.
Capitalised costs relating to the information systems integration project totalled €2.4 million during the first half
year, an increase in comparison with the first half of 2014/15. Capitalized development costs amounted to €2.4
million for the period. Purchases of property, plant and equipment totalled €10.1 million, primarily comprising the
purchase of new industrial equipment.
After taking account of the change in working capital requirements and net capital expenditure, free cash flow
totalled €34.2 million, a significant improvement in comparison with the first half of 2014/15 (free cash flow of €16.8
million).
INVESTMENT ACTIVITIES
Given the ongoing proposed combination with Wabtec, the Group has slowed down its other external growth
initiatives.
CASH FLOW FROM FINANCING ACTIVITIES
During the period, Faiveley Transport Group has not distributed the unit dividend in relation to the 2014/15 financial
year of €0.90 per share approved at the Annual General Meeting of 18 September 2015. The payment of this
dividend occurred on 5 October 2015.
Faiveley Transport 2015/16 Half-Year Financial Report - 10
FINANCING
SOURCES OF GROUP FINANCING
At 30 September 2015, the Group had gross financial debt of EUR 415.2 million, comprising:
the syndicated credit facility (€210 million);
the US private placement (USD 75 million);
the various tranches of the Schuldschein loan (€130 million); and
short-term bank financing.
The change in the Group’s gross debt can be analysed as follows:
(€ millions)
Non-current financial debt with credit institutions (over one year)
Current financial debt with credit institutions (less than one year)
Bank overdrafts
Invoices factored – not guaranteed
Gross financial debt
30 Sept. 2015
31 March 2015
391.2
21.8
2.0
0.2
415.2
396.5
32.5
1.4
0.8
431.2
The following table shows the changes in the Group’s cash and cash equivalents and net financial debt:
30 Sept. 2015
(€ millions)
Financial receivables
31 March 2015
8.3
9.9
Cash
254.5
236.8
Cash and cash equivalents
262.8
246.6
Gross financial debt
415.2
431.2
Net financial debt
152.4
184.4
The Group’s net financial debt reached €152.4 million at 30 September 2015, a decrease of €32.0 million compared
with 31 March 2015. This change resulted primarily from the €34 million cash flow generated and the impact of
movements in exchange rates.
FINANCIAL RATIOS
Financing is subject to a number of financial covenants, the main three of which, at 30 September 2015, were:
leverage ratio, which represents Net Debt to EBITDA (as defined in the various financing agreements) over a 12month rolling average period to the end of each half-year accounting period, which must be below 3.0;
gearing ratio, which represents Net Debt to Equity (as defined in the various financing agreements), which must
be below 1.5 at the end of each half-year accounting period;
EBITDA to cost of net financial debt (as defined in the various financing agreements), which must exceed 3.5 at
the end of each half-year accounting period.
At 30 September, depending on the specific features of the various financing agreements, the ratios were as follows:
Schuldschein
ratios
USPP ratios Syndicated
Credit ratios
1.30
1.47
Net debt / EBITDA
1.38
Net debt / Equity
0.22
0.23
N/A
10.05
10.05
10.07
EBITDA / Net cost of financial debt
EXPECTED SOURCES OF FINANCING FOR FUTURE INVESTMENTS
Cash flow generation and available sources of financing currently cover the Group’s recurring capital expenditure
requirements. The recent financing transactions ensure the availability of medium-term resources.
The conditions for the early repayment of Group debt include in particular the loss of the majority control of voting
rights by the Faiveley family and failure to comply with financial ratios. In this respect, the combination with Wabtec
would trigger the early repayment of the syndicated credit facility and the requirement to offer to repay the debt to
the USPP and Schuldschein lenders, at the moment the controlling stake is acquired by Wabtec from the Faiveley
Faiveley Transport 2015/16 Half-Year Financial Report - 11
family. This event is provided for in the contracts signed with Wabtec, the latter party having committed to directly
refinancing the Group’s entire debt to be repaid.
The financing contracts include other restrictions, for example: lease financing, factoring of receivables, debt levels
of major subsidiaries, vendor financing.
1.5. DESCRIPTION OF THE MAIN RISKS AND UNCERTAINTIES FOR THE
REMAINING SIX MONTHS OF THE FINANCIAL YEAR
The order book worth €1,814.7 million at the end of September 2015 allows the Group to clearly predict its sales for
the next six months.
The main short-term risks relate to potential delays in delivery schedules on the part of customers on different
projects, to the project execution risks relating to ongoing projects, notably in terms of quality and cost control, and
to the potential slowdown in short business cycles such as the freight market in the United States or all the Services
markets.
In terms of cash flow generation for the coming six months, the main risks are potential late payments by customers
and in the non-receipt of downpayments on new orders to be recorded in the second half year.
In more general and more comprehensive terms, readers are invited to refer to the Company’s 2014/15 Registration
Document, which was filed with the Autorité des Marchés Financiers on 30 June 2015 under reference number D.150682 (Chapter 2 – Risk Factors). All risk factors, and insurance and risk coverage as well as the provisioning method
for risks and disputes are specifically detailed therein.
1.6. RELATED-PARTY TRANSACTIONS
Excluding the items shown in Note 34 – Related-party transactions, presented in Chapter 2 – Consolidated Financial
Statements at 30 September 2015 of this Financial Report, no significant amendment regarding transactions with
related parties such as they are described in the Registration Document of 31 March 2015 has been made during the
first half of 2015.
1.7. OUTLOOK
Given the momentum of the markets in which it operates and the implementation of its strategic plan for the next
three years, for the 2015/16 financial year the Group has:
Revised upwards its sales guidance which it now expects to be between €1,080 et €1,120 million, representing
growth of 3% to 7% in relation to the 2014/15 financial year, compared with previously forecast sales of between
€1,050 and €1,080 million;
Revised upwards its guidance for Group operating profit before restructuring costs and costs related to the
Wabtec transaction, with a targeted level of between €105 and €110 million which represents growth of 8% to
13% in comparison with the level for the 2014/15 financial year, against the previous guidance of €102 to €107
million.
Faiveley Transport 2015/16 Half-Year Financial Report - 12
1.8. POST-CLOSING EVENTS
DIVIDEND
On 5 October 2015, the Group paid a dividend of €0.90 per share for the 2014/15 financial year, representing a total
of €13.0 million.
LIQUIDITY CONTRACT
On 8 October 2015, the Group ended the liquidity contract dated 1 October 2012 awarded by Faiveley Transport to
Exane BNP Paribas.
FREE PERFORMANCE-BASED SHARES
In accordance with the authorisation granted at the Extraordinary General Meeting of 18 September 2015, the
Management Board, meeting on 1 October 2015, decided to allocate free shares subject to performance criteria to
certain employees. This involves allocating a total of 140,275 shares to 356 beneficiaries. The allocation of free
shares is subject to the beneficiary’s employment by the Group and the fulfilment of financial and operational
performance criteria.
Faiveley Transport 2015/16 Half-Year Financial Report - 13
2.Condensed consolidated
September 2015
financial
statements
at
30
2.1. HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
HALF-YEAR CONSOLIDATED INCOME STATEMENT
Notes
30 September
2015
30 September
2014
(€ thousands)
NET SALES
NOTE 24
532,809
486,657
Cost of sales
NOTE 25
(401,103)
(370,484)
131,706
116,173
GROSS PROFIT
% of Sales
Administrative costs
Sales and marketing costs
Research and development costs
Other operating income
Other operating expenses
24.7%
NOTE 26
NOTE 26
PROFIT FROM RECURRING OPERATIONS
(47,083)
(26,545)
(8,601)
2,647
(13,382)
(40,439)
(22,065)
(7,400)
38,742
44,060
% of Sales
7.3%
37,430
43,262
7.0%
8.9%
3,481
3,253
40,911
46,515
NOTE 9
OPERATING PROFIT AFTER SHARE OF PROFIT OF EQUITY-ACCOUNTED
ENTITIES
9.1%
(755)
(43)
% of Sales
Share of profit of joint ventures
3,939
(6,148)
(1,322)
10
NOTE 27
Restructuring costs
Gain/(loss) on disposal of property, plant and equipment and intangible assets NOTE 27
OPERATING PROFIT
23.9%
% of Sales
7.7%
9.6%
8,958
8,568
Operating profit before am ortisation and depreciation charges
49,869
55,083
Net cost of financial debt
Other financial income
Other financial expenses
(5,059)
21,281
(20,685)
(5,550)
15,327
(17,436)
(4,463)
(7,659)
36,448
38,856
(11,104)
(13,532)
25,344
25,324
0
0
25,344
25,324
2,193
(1,399)
Amortisation and depreciation charges included in operating profit
NET FINANCIAL EXPENSE
NOTE 28
PROFIT BEFORE TAX
NOTE 29
Income tax
NET PROFIT FROM CONTINUING OPERATIONS
Profit/(loss) of discontinued operations
NOTE 30
CONSOLIDATED NET PROFIT
attributable to:
Minority interests
Net profit - Group share
23,150
% of Sales
Earnings per share, in €:
Basic earnings per share
Diluted earnings per share
4.3%
26,725
5.5%
1.61
1.59
1.87
1.83
1.61
1.59
1.87
1.83
NOTE 32
Earnings per share, in € – Continuing operations:
Basic earnings per share
Diluted earnings per share
The notes 1 to 38 form an integral part of the consolidated financial statements.
Faiveley Transport 2015/16 Half-Year Financial Report - 14
HALF-YEAR CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes
30 September 2015
30 September 2014
(€ thousands)
Net profit for the period
25,344
25,324
Translation difference
Financial assets available for sale
Gains (losses) on financial hedge instruments
Other items that may be reclassified to profit or loss
Taxes on items that may be reclassified to profit or loss
Items that can be reclassified to profit or loss
of which Share of joint ventures in items that can be reclassified
NOTE 16
(15,605)
13,927
NOTE 20
373
(29)
(128)
(15,389)
(1,485)
410
(102)
(141)
14,094
1,611
Actuarial gains and losses on post-employment benefits
Taxes on items that will not be reclassified to profit or loss
Items that will not be reclassified to profit or loss
of which Share of joint ventures in items that will not be reclassified
NOTE 18
4,356
(1,303)
3,053
-
(4,427)
1,264
(3,163)
-
(12,336)
(1,485)
10,931
1,611
Total comprehensive income
13,009
36,255
Attributable to:
- parent company shareholders
- minority interests
12,578
431
35,013
1,242
Items of other comprehensive income, after tax
of which Share of joint ventures
The notes 1 to 38 form an integral part of the consolidated financial statements.
Faiveley Transport 2015/16 Half-Year Financial Report - 15
HALF-YEAR CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
(€ thousands)
Notes
30 September 2015
Net
31 March 2015
Net
Goodwill
NOTE 5
690,656
697,112
Intangible assets
NOTE 6
60,330
58,314
Property, plant and equipment
Land
Buildings
Plant and machinery
Other property, plant and equipment
NOTE 7
5,600
18,493
33,465
14,861
5,670
19,175
32,063
13,695
Equity interests in equity-accounted entities
Shareholdings in equity-accounted joint ventures
Shareholdings in other equity-accounted entities
NOTE 9
23,486
21,817
255
2,886
255
3,049
61,536
66,429
911,568
917,579
174,854
116,347
2,432
185,762
26,268
11,759
27,033
18,870
235,650
6,953
167,665
121,703
2,625
224,130
24,718
17,796
42,849
14,824
222,021
7,123
805,928
845,454
1,717,496
1,763,033
Other non-current financial assets
Shareholdings in unconsolidated subsidiaries
Other long-term financial investments
NOTE 10
Deferred tax assets
TOTAL NON-CURRENT ASSETS (I)
Inventories
Work-in-progress on projects
Advances and prepayments paid on orders
Trade receivables
Other current assets
Taxation receivable
Current financial assets
Short-term investments
Cash
Assets held for sale
TOTAL CURRENT ASSETS (II)
TOTAL ASSETS (I + II)
NOTE 11
NOTE 12
NOTE 13
NOTE 13
NOTE 14
NOTE 15
NOTE 15
NOTE 8
Faiveley Transport 2015/16 Half-Year Financial Report - 16
EQUITY AND LIABILITIES
Notes
30 September
2015
31 March 2015
(€ thousands)
SHAREHOLDERS' EQUITY
NOTE 16
Share capital
Share premium
Translation difference
Consolidated reserves
Net profit for the period
TOTAL EQUITY - GROUP SHARE
MINORITY INTERESTS
14,614
96,337
10,707
483,558
23,150
14,614
94,297
24,549
436,629
55,645
628,366
625,734
NOTE 17
Share of reserves
Share of net profit
28,094
2,193
TOTAL MINORITY INTERESTS.
TOTAL CONSOLIDATED EQUITY (I)
Non-current provisions
Deferred tax liabilities
Non-current borrowings and financial debt
NOTE 18
NOTE 19
TOTAL NON-CURRENT LIABILITIES (II)
Current provisions
Current borrow ings and financial debt
Advances and prepayments received on orders
Current liabilities
Tax payable
TOTAL CURRENT LIABILITIES (III)
TOTAL EQUITY AND LIABILITIES (I + II + III)
30,287
31,716
658,653
657,450
41,783
49,801
391,179
482,763
NOTE 18
NOTE 19
NOTE 21
34,781
(3,063)
104,617
35,277
132,531
294,197
9,458
48,084
50,854
396,510
495,448
101,810
54,630
140,243
303,935
9,515
576,080
610,134
1,717,496
1,763,033
The attached notes 1 to 38 form an integral part of the consolidated financial statements.
Faiveley Transport 2015/16 Half-Year Financial Report - 17
HALF-YEAR CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
capital
Share
premium
Reserves
Translation
adjustment
90,250
405,522
(10,501)
Profit for
the period
(€ thousands)
At 31 March 2014
14,614
Allocation of 2013/2014 net profit
50,110
Dividends paid
50,110
(50,110)
(11,454)
Total
Group
share
Minority
interests
549,995
27,653
577,648
(256)
(11,710)
0
(11,454)
TOTAL
0
Share capital increase
0
Issue of shares (stock options)
0
0
(3,231)
817
817
0
0
Stock option plans reserved for employees
(value of services provided by staff)
2,162
2,162
2,162
Other movements
1,220
1,220
Changes in consolidation scope
(243)
(243)
(196)
(439)
55,645
(2,770)
52,875
27,592
7,285
34,877
Treasury shares
4,048
Shares delivered to Group employees
Net profit for the period
55,645
Items of other comprehensive income
Total income and expenses recognised in Comprehensive Income
At 31 March 2015
14,614
94,298
Allocation of 2014/2015 net profit
35,049
(7,457)
35,049
55,645
83,237
4,515
87,752
436,629
24,549
55,645
625,734
31,716
657,450
(1,801)
(14,778)
(55,645)
(12,977)
0
(12,977)
Variation of the share capital
Treasury shares
1,220
(7,457)
55,645
Dividends paid
0
2,039
0
0
0
2,039
2,039
Stock option plans reserved for employees
(value of services provided by staff)
1,200
1,200
1,200
Other movements
(267)
(267)
(267)
58
58
0
23,150
2,193
0
0
25,343
(10,572)
(1,763)
(12,335)
Changes in consolidation scope
Net profit for the period
23,150
Items of other comprehensive income
Total income and expenses recognised in Comprehensive Income
At 30 September 2015
3,270
(13,842)
(58)
0
0
3,270
(13,842)
23,150
12,579
430
13,009
14,614
96,337
483,558
10,707
23,150
628,366
30,287
658,653
The attached notes 1 to 38 form an integral part of the consolidated financial statements.
Faiveley Transport 2015/16 Half-Year Financial Report - 18
HALF-YEAR CONSOLIDATED CASH FLOW STATEMENT
CASH FLOW STATEMENT
(€ thousands)
Notes
30 September 2015
Net profit - Group share
Net profit - Minority interests
Adjustments for non-cash items:
- Depreciation and amortisation charges
30 September 2014*
23,150
2,193
8,958
26,725
(1,399)
8,568
1,200
923
-
-
2,194
4,780
1,497
(77)
124
(3,481)
-
(1,425)
43
(102)
(3,253)
-
Net cost of financial debt
Income tax charge (including deferred tax)
5,059
11,104
5,550
13,531
Self-financing capacity before interest and tax
- Cost of performance-based shares
- Asset impairment (including goodwill)
- Unrealised net loss/(gain) on derivative instruments and revaluation of monetary
assets and liabilities
- Movement in provisions for current assets and liabilities and charges
- Other calculated income and expenses
- Net capital loss/(gain) on asset disposals
- Grant income
- Share of profit of equity-accounted entities
- Dividends received from equity-accounted joint ventures
- Dilution profit
NOTE 9
51,921
53,941
Change in operating assets and liabilities
Decrease (+) increase (-) in inventories
Decrease (+) increase (-) in trade and other receivables
Increase (+) decrease (-) in trade and other payables
Increase (+) decrease (-) in income tax
4,295
(8,568)
41,699
(28,615)
(221)
(14,706)
(25,411)
19,266
(8,191)
(370)
Income tax paid
Net financial interest paid
(2,703)
(3,506)
(8,634)
(3,961)
50,007
26,640
(5,678)
(10,072)
35
(151)
31
(2,891)
(7,000)
118
(203)
111
34,172
16,775
(1,281)
-
-
-
-
(17,116)
(9,866)
2,039
(1,801)
4,186
(18,900)
(204)
(248)
(21,898)
(14,476)
(22,350)
(774)
(5,890)
(11,466)
-
Cash flow from operating activities
Purchase
Purchase
Proceeds
Proceeds
Purchase
Proceeds
of intangible assets
of property, plant and equipment
from capital grants
from disposal of PPE and intangible assets
of non-current financial assets
from sale of non-current financial assets
Free cash flow
(1)
Cash and cash equivalents of acquired subsidiaries and minority interests
Cash and cash equivalents from disposal of subsidiaries and minority interests
Impact of changes in consolidation scope
Cash flow from investment activities
Proceeds from new share issue
Movement in treasury shares
Movement in share and merger premiums
Dividends paid to parent company shareholders
Dividends paid to minority interests
Proceeds from new borrowings
Repayment of borrowings
Cash flow from financing activities
Foreign exchange difference
Net increase/(decrease) in total cash and cash equivalents
17,641
Cash and cash equivalents at beginning of the year
234,675
237,935
252,316
226,469
Cash and cash equivalents at end of the year
NOTE 15
(1) Free cash flow is defined as cash flow from operating activities plus cash flow from investment activities
excluding cash flow from acquisitions/disposals of subsidiaries
* C ash flow statement after presentation restatements. See Note 3 to the half-year financial statements.
The notes 1 to 38 form an integral part of the condensed financial statements.
Faiveley Transport 2015/16 Half-Year Financial Report - 19
2.2. NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL
STATEMENTS
Note 1: General information
Note 2: Highlights
Note 3: Accounting principles and methods
Note 4: Changes in consolidation scope
Note 5: Goodwill
Note 6: Intangible assets
Note 7: Property, plant and equipment
Note 8: Assets held for sale
Note 9: Investments in equity-accounted entities
Note 10: Other non-current financial assets
Note 11: Inventories
Note 12: Work-in-progress on projects
Note 13: Current receivables
Note 14: Current financial assets
Note 15: Cash and cash equivalents
Note 16: Group equity
Note 17: Minority interests
Note 18: Analysis of provisions
Note 19: Borrowings and financial debt
Note 20: Financial risk management
Note 21: Current liabilities
Note 22: Factoring
Note 23: Segment reporting
Note 24: Sales
Note 25: Gross profit and Cost of sales
Note 26: Other income and expenses from recurring operations
Note 27: Restructuring costs and gains and losses on disposal of property, plant and equipment and intangible
assets
Note 28: Net financial income/(expense)
Note 29: Income tax
Note 30: Profit or loss of operations held for disposal and discontinued operations
Note 31: Payroll costs and workforce
Note 32: Earnings per share
Note 33: Post-balance sheet events
Note 34: Transactions with related parties
Note 35: Dividends
Note 36: Off-balance sheet commitments
Note 37: Consolidation scope and method
Note 38: Financial communication
Faiveley Transport 2015/16 Half-Year Financial Report - 20
21
21
22
24
24
26
27
27
27
28
29
29
29
30
30
31
33
33
34
36
39
40
40
42
42
43
43
44
44
45
45
45
45
46
46
47
47
49
NOTE 1: GENERAL INFORMATION
Faiveley Transport is a French public limited company (société anonyme) with a Management Board and a
Supervisory Board. At 30 September 2015, its registered office was located at:
Immeuble le Delage, Hall Parc, Bâtiment 6A
3 rue du 19 mars 1962
92230 - GENNEVILLIERS
The consolidated financial statements are prepared by the Management Board and submitted for approval to the
shareholders at the General Meeting.
The 2014/15 financial statements have been submitted for approval at the Shareholders' General Meeting of 18
September 2015.
The interim financial statements were approved by the Management Board at its meeting on 26 November 2015.
They were presented to and reviewed by the Supervisory Board at its meeting on 26 November 2015.
The financial statements have been prepared on the basis that the Faiveley Transport Group operates as a going
concern.
The Group’s functional and presentation currency is the Euro. Figures are expressed in thousands of Euros unless
indicated otherwise.
NOTE 2: HIGHLIGHTS
SIGNIFICANT EVENTS
On 28 May 2015, during the presentation of its 2014/15 annual results, Faiveley Transport Group presented its
strategic plan for the next three years: Creating Value 2018. A dedicated press release is available on the
Group's website.
On 27 July 2015, Faiveley Transport announced its entry into exclusive negotiations with Wabtec Corporation.
Following review with employee representative bodies, on 6 October 2015 the Faiveley family and Wabtec
Corporation signed the share purchase agreement as well as a shareholder agreement; Faiveley Transport and
Wabtec Corporation signed the agreement related to the tender offer.
Wabtec’s firm offer relates to the acquisition of the entire Faiveley Transport share capital, valuing at an
enterprise value in the region of €1.7 billion, and would give rise to one of the world’s leading rail equipment
manufacturers with combined sales of approximately €4 billion.
Finalisation of this project is subject to the fulfilment of standard closing conditions and specifically to the
approval of the competent competition authorities (the European Commission and the US Department of
Justice, as well as Russia’s Federal Antimonopoly Services).
The project has already been approved by the Russian competition authority. The process of applying to the
European Commission for authorisation has begun, with, in particular, the submission of a pre-notification file
on 28 October. Lastly, concerning the United States, on 30 October the Department of Justice opened a request
for additional information regarding the proposed acquisition.
In this context, the acquisition of the controlling interest from the Faiveley family by Wabtec is not expected
before the second quarter of 2016 and the proposed public offer will be filed with the Autorité des Marchés
Financiers (AMF – French financial markets authority) in the weeks following this change in control.
The Autorité des Marchés Financiers (“AMF”), the French regulatory authority for listed companies, had
launched an investigation at the end of 2011 into Faiveley Transport’s financial information and trading activity
from 1 April 2011 onwards.
Following the investigative procedure, in March 2014 the AMF College notified Faiveley Transport of certain
complaints in respect of which Faiveley Transport may have failed in its obligation of public disclosure at the end
of the 2011/2012 financial year.
Faiveley Transport 2015/16 Half-Year Financial Report - 21
The Enforcement Committee issued its final decision on 27 July 2015, imposing a fine of €300,000 on the
Company. The only complaint upheld against the Company by the Committee was that of a late disclosure to
the market between March and April 2012, the other complaints being deemed unfounded.
NOTE 3: ACCOUNTING PRINCIPLES AND METHODS
BASIS OF PREPARATION
In application of regulation 1606/2002 of the European Union (EU), the consolidated financial statements of the
Faiveley Transport Group are prepared in accordance with IFRS (International Financial Reporting Standards), as
adopted by the European Union.
The condensed consolidated financial statements at 30 September 2015 have been prepared in accordance with
“IAS 34 Interim financial reporting”, which allows the presentation of selected notes. The condensed consolidated
financial statements must be read in conjunction with the consolidated financial statements for the financial year
ended 31 March 2015.
Except for the new standards and interpretations presented below, the accounting principles used for the
preparation of the half-year financial statements are unchanged from those used for the preparation of the
consolidated financial statements at 31 March 2015 as detailed in the consolidated financial statements published at
that date.
The Group made presentation adjustments in order to improve the readability and clarity of the information
presented in the following cash-flow statement:
Cash flow statement
Sept
2014 published
Net profit - Group share
26,725
Self-financing capacity before interest and tax
32,690
Change in operating assets and liabilities
(13,609)
Income tax paid
Net financial interest paid
Dividends received from equity-accounted joint ventures
Cash flow from operating activities
19,081
Cash flow from investment activities
(8,928)
Cash flow from financing activities
(15,729)
Foreign exchange difference
(5,890)
Net increase/(decrease) in total cash and cash equivalents (11,466)
Cash and cash equivalents at beginning of the year
237,935
Cash and cash equivalents at end of the year
226,469
Net financial
debt
Income tax
Sept
2014 Total
Other
restated
presentation
reclassifications presentation restatements
Financial
instruments
10,921
(2,287)
(8,634)
-
5,550
(3,961)
4,780
252
-
1,589
(1,589)
-
5,032
(5,032)
-
938
938
(938)
-
26,725
53,941
(14,706)
(8,634)
(3,961)
26,638
(9,866)
(22,350)
(5,890)
(11,468)
237,935
226,469
21,251
(1,097)
(8,634)
(3,961)
7,559
(938)
(6,621)
-
Changes in accounting policies due to new standards and interpretations of mandatory application for interim
periods and financial years starting on or after 1 April 2015
New standards of mandatory application
Levies (IFRIC 21): levies charged by public authorities on entities that operate in a specific market
Employee benefits: employee contributions (amendments to IAS 19)
Annual improvements to IFRS 2010-2012, IFRS 2011-2013
These mandatory texts applicable from 1 April 2015 had no significant impact on the Group’s financial statements.
New standards and interpretations adopted by the European Union the application of which is not yet mandatory
There are no new standards and interpretations adopted by the European Union whose application is not yet
mandatory.
Faiveley Transport 2015/16 Half-Year Financial Report - 22
New standards and interpretations not yet adopted by the European Union and the application of which is not yet
mandatory
Classification and measurement of financial assets (IFRS 9)
Regulatory deferral accounts (IFRS 14)
Revenue from contracts with customers (IFRS 15)
Investment entities: Application of the consolidation exemption, (Amendments to IFRS 10, IFRS 12 and IAS
28 )
Disclosure initiative (amendments to IAS 1 “Presentation of financial statements”)
Equity method in separate financial statements (amendments to IAS 27)
Sale or contribution of assets between an investor and its associate or joint venture (amendments to IAS 28
and IFRS 10)
Recognition of acquisitions of interests in joint operations (amendments to IFRS 11)
Clarification of acceptable methods of depreciation and amortisation (amendments to IAS 16 – Property,
plant and equipment and IAS 38 – Intangible assets)
Annual improvements to IFRS 2012-2014
The impact of these new texts on the consolidated financial statements is currently being analysed by the
Group.
USE OF ESTIMATES
The interim financial statements have been prepared in accordance with the same accounting principles and policies
as have been applied to the annual financial statements. However, in relation to interim financial statements and
pursuant to IAS 34, unless otherwise specified certain estimates may be based on assumptions to a greater extent
than annual financial data. Concerning the interim financial statements, the significant accounting estimates and
assumptions relate to the valuation of the provision for employee benefits, the valuation of the income tax charge
and the estimation of the R&D Tax Credit.
INTERIM BALANCE SHEET DATE
All companies are consolidated on the basis of financial statements drawn up at 30 September 2015.
Faiveley Transport 2015/16 Half-Year Financial Report - 23
NOTE 4: CHANGES IN CONSOLIDATION SCOPE
NEWLY-CREATED COMPANIES
On 9 April 2015, Faiveley Transport Group and the subsidiary of SMRT, Singapore Rail Engineering (SRE), signed a
joint venture agreement for the marketing and provision of maintenance, repair and overhaul (MRO) services for
rolling stock in South-East Asia (excluding Thailand, Taiwan and Hong Kong). The new company, called Faiveley Rail
Engineering Singapore Pte Ltd, will market and supply MRO Services for brakes, access doors, platform screen doors,
heating, ventilation and air conditioning (HVAC) systems, and auxiliary power supply (APS) systems. Since this
company reported no significant activity during the first half-year, it has not been included in the consolidated
financial statements.
ACQUISITIONS
Acquisition of minority interests
In application of the terms and conditions of the agreement of 23 December 2014 between Faiveley Transport and
the minority shareholders in Faiveley Transport Schweiz AG, the legal and financial transfer of 10% of shares held by
minority shareholders to Faiveley Transport took place on 12 June 2015, thereby increasing Faiveley Transport's
equity investment in Faiveley Transport Schweiz AG to 90%. The legal and financial transfer of the outstanding 10%
equity interest will take place in the first quarter of the 2016/2017 financial year.
DISPOSALS AND COMPANIES NO LONGER CONSOLIDATED
Nil
MOVEMENTS IN GOODWILL DURING THE ALLOCATION PERIOD
Nil
NOTE 5: GOODWILL
Goodwill mainly arose from the acquisition of subsidiaries and the purchase of minority interests in Faiveley S.A. by
the holding company Faiveley Transport in 2008; these two companies have since merged into the current Faiveley
Transport parent company.
This goodwill was calculated in accordance with the partial goodwill method.
Faiveley Group Management monitors its business performance by entity or group of entities, which generally
correspond to a major area of specialisation. Goodwill has been allocated to the companies or groups acquired,
except for goodwill arising from the purchase of minority interests which is monitored as a whole at Group level.
The following tables provide details of opening and closing goodwill balances for the reported periods, their change
during the period and their allocation to the various companies or groups of companies corresponding to groups of
cash generating units used by Faiveley Transport for in-house monitoring.
Faiveley Transport 2015/16 Half-Year Financial Report - 24
The following table provides details of goodwill as at 30 September 2015:
Faiveley Transport minority interests
265,778
Sab Wabco Group (brakes and couplers)
234,004
Net
30 September
2015
Accumulated
impairment
Gross
-
Net
31 March 2015
265,778
265,778
234,004
234,004
Graham-White Manufacturing Co. (compressed
air drying and brake components)
87,677
-
87,677
91,295
Amsted Rail-Faiveley LLC / Ellcon National Inc.
(brake components)
40,218
-
40,218
41,878
Faiveley Transport NSF (air conditioning)
10,057
-
10,057
10,057
3,273
-
3,273
3,273
6,061
-
6,061
6,061
2,666
-
2,666
2,781
Faiveley Transport Gennevilliers (sintered brakes)
13,470
-
13,470
13,470
Schw ab Verkehrstechnik AG
24,607
-
24,607
25,670
2,845
-
Now e GmbH (sanding systems)
Faiveley Transport Tours
(1)
Faiveley Transport Schw eiz AG (formerly Urs
Dolder AG) (heating)
Other
Total
690,656
2,845
2,845
690,656
697,112
(1) Goodwill recognised following the purchase of Espas Group.
Changes during the period
Net
31 March 2015
Adjustments
to opening Acquisitions
goodwill
Disposals
Net
Other movements 30 September
2015
Impairment
Faiveley Transport minority interests
265,778
-
-
-
-
-
265,778
Sab Wabco Group (brakes and couplers)
Graham-White Manufacturing C o.
(compressed air drying and brake
components)
Amsted Rail-Faiveley LLC / Ellcon National
Inc
234,004
-
-
-
-
-
234,004
91,295
-
-
-
-
(3,618)
(1)
87,677
41,878
-
-
-
-
(1,660)
(1)
40,218
10,057
-
-
-
-
-
10,057
Nowe GmbH (sanding systems)
3,273
-
-
-
-
-
3,273
Faiveley Transport Tours
6,061
-
-
-
-
-
Faiveley Transport Schweiz AG (heating)
Faiveley Transport Gennevilliers (sintered
brakes)
2,781
-
-
-
-
(115)
13,470
-
-
-
-
Schwab Verkechrstechnik AG
25,670
-
Faiveley Transport NSF (air conditioning)
6,061
(2)
2,666
(2)
24,607
(1,063)
13,470
Other
2,845
-
-
-
-
-
2,845
Total
697,112
-
-
-
-
(6,456)
690,656
(1) These movements are due to the translation difference on goodwill recognised in US Dollars: Graham-White Manufacturing C o. (USD 98,224 K) and Amsted RailFaiveley LLC / Ellcon National Inc (USD 45,057 K).
(2) These movements are due to the translation difference on goodwill recognised in C HF: Faiveley Transport Schweiz AG (C HF 2,910 K and Schwab Verkehrstechnik
AG (C HF 26,859 K).
The €6 million decrease in “Goodwill” over the first half year was due to currency fluctuations.
In accordance with IAS 36, the Group carried out an analysis aimed at identifying potential indications of impairment
on its CGUs at 30 September 2015. No indication of impairment was identified.
Faiveley Transport 2015/16 Half-Year Financial Report - 25
NOTE 6: INTANGIBLE ASSETS
Net
30 September
2015
Amortisation
charges
Gross
Net
31 March 2015
Development costs
26,747
11,956
14,791
13,901
Patents, trademarks and licences
30,920
24,700
6,220
6,716
Other intangible assets
Total
42,212
2,894
39,318
37,697
99,880
39,550
60,330
58,314
At 30 September 2015, intangible assets were broken down as follows:
-
Development costs: development costs incurred as part of technical innovation projects that comply
with the IAS 38 capitalisation criteria. These costs are amortised over a period of 3 years.
-
Patents, trademarks and licences: this heading primarily includes patents acquired as part of the
acquisition of Carbone Lorraine’s sintered brake business (€4,000 K) and computer software amortised
over a maximum of 10 years.
-
Other intangible assets primarily include:
o Intangible assets identified and valued (in particular, sales agency agreements) as part of the
creation of the Amsted Rail-Faiveley LLC joint venture, at a gross amount of €10.3 million (USD
11.5 million)
o The value of the customer portfolio contributed by the acquisition of Graham-White
Manufacturing Co. of a gross amount of €2.9 million (USD 3.3 million).
o The value of the customer portfolio contributed by the acquisition of Schwab, of a gross amount
of €5.7 million (CHF 6.2 million) and expertise of €0.8 million (CHF 0.9 million)
o Costs corresponding to the implementation of a major IT system integration programme,
totalling a gross amount of €21.1 million, the objective of which is to optimise organisations,
processes, tools and the sharing of technical data within the Faiveley Transport Group.
Changes during the period
Development
costs
Gross 31 March 2015
C hanges in consolidation scope
Acquisitions
Disposals
Other movements
Gross 30 Septembre 2015
Accumulated amortisation at 1 April 2015
C hanges in consolidation scope
C harges to provision
Reversal of provision
Other movements
Accumulated amortisation at 30 September
2015
Net amounts
Patents,
trademarks
and licences
Other intangible
assets
TOTAL
24,475
30,708
40,257
-
-
-
-
435
2,843
5,678
2,400
(1)
95,440
-
-
-
-
(128)
(223)
(888)
(1,238)
26,748
30,921
42,212
99,880
(10,574)
(23,992)
(2,560)
(37,126)
-
-
-
-
(1,402)
(863)
(447)
(2,711)
-
-
-
-
21
154
113
287
(11,956)
(24,700)
(2,893)
(39,550)
14,792
6,220
39,318
60,330
(1) Development costs capitalised over the period
Faiveley Transport 2015/16 Half-Year Financial Report - 26
NOTE 7: PROPERTY, PLANT AND EQUIPMENT
Gross
Land
Buildings
Plant and machinery
Other property, plant and equipment
Under construction
Total
Net
30 September
2015
Depreciation
charges
Net
31 March 2015
5,850
250
5,600
5,670
77,022
58,529
18,493
19,175
165,901
132,436
33,465
32,063
46,578
38,584
7,994
8,127
6,867
-
6,867
5,568
302,219
229,800
72,419
70,603
Changes during the period
Land
Gross 1 April 2015
Buildings
Plant and
machinery
Other property,
plant and
equipment
Under
construction
TOTAL
5,920
77,760
167,906
43,259
5,568
C hanges in consolidation scope
-
-
-
-
-
-
Acquisitions
-
713
5,222
1,577
2,374
9,886
(3,040)
Disposals
300,414
(3)
(210)
(2,449)
(246)
(132)
(67)
(1,241)
(4,778)
1,987
(943)
(5,042)
Gross 30 Septembre 2015
5,850
77,022
165,901
46,577
6,867
302,218
Accumulated depreciation at 1 April 2015
(250)
(58,586)
(135,842)
(35,133)
-
(229,811)
-
-
-
-
-
C harges to provision
(3)
(967)
(3,730)
(1,546)
(6,246)
Reversal of provision
2
228
2,454
233
2,916
Other movements
Accumulated amortisation at 30 September
2015
0
795
4,682
(2,137)
3,341
(250)
(58,530)
(132,436)
(38,583)
-
(229,799)
Net amounts
5,600
18,493
33,465
7,994
6,867
72,419
Other movements
C hanges in consolidation scope
The majority of Group sites are owned outright or through operating leases, except the property assets of Faiveley
Transport Iberica, which are leased-financed.
NOTE 8: ASSETS HELD FOR SALE
Assets held for sale include:
- A building belonging to the company Leipzig with a net value of €1,658 K
- A building owned by Faiveley Transport North America Inc. with a net value of €5,295 K
NOTE 9: INVESTMENTS IN EQUITY-ACCOUNTED ENTITIES
Joint ventures are entities over which Faiveley Group exercises joint control.
Change in equity value of joint ventures during the period
30 September
2015
21,817
Net value of securities at beginning of the year
Share of profit of equity-accounted entities
Dividends paid
Other movements
(1)
31 March 2015
12,337
3,481
6,551
-
(1,115)
(1,812)
4,044
23,486
21,817
Writedow ns
Net value of securities at period-end
(1) Of which translation adjustment of €(1,486) K and eliminatio n o f intra-Group margins of €(327) K generated during the perio d
Risks associated with interests in joint ventures
Commitments given by the Group in respect of its joint ventures and contingent liabilities incurred by its joint
ventures are presented in NOTE 36 “Off-balance sheet commitments”.
Faiveley Transport 2015/16 Half-Year Financial Report - 27
NOTE 10: OTHER NON-CURRENT FINANCIAL ASSETS
Changes during the period
Shareholdings
in
unconsolidated
subsidiaries
Gross 31 March 2015
932
Other financial
investments
TOTAL
3,074
4,006
Changes in consolidation scope
-
-
-
Acquisitions
-
32
32
Disposals
-
(17)
(17)
Other movements
0
(179)
(179)
Gross 30 Septembre 2015
932
2,911
3,843
Accumulated writedowns at 31 March 2015
677
25
702
Changes in consolidation scope
-
-
-
Charges to provision
-
-
-
Reversal of provision
-
-
-
Other movements
-
-
-
Accumulated writedowns at 30 Septembre 2015
677
25
702
Net amounts
255
2,886
3,141
Maturity date of other financial investments
1 to 5 years
More than 5
years
TOTAL
30 September
2015
143
TOTAL
31 March
2015
156
Other non-current investments
143
Loans
417
525
942
953
1,165
110
1,275
1,221
Guaranteed deposits and securities
Other financial receivables
Total
527
25
552
744
2,252
660
2,912
3,074
Financial information on unconsolidated securities
%
interest
Gross
Impairment
Net
100
865
(666)
197
(€ K)
SUEC OBRAS (Brazil)
(1)
SAB WABC O SHARAVAN Ltd. (Iran)
SOFAPORT (France)
(2)
(1)
FAIVELEY TRANSPORT SERVIC E MAROC
FAIVELEY TRANSPORT SOUTH AFRIC A
FAIVELEY RAIL ENGINEERING PTE LTD.
TOTAL
(1)
(2)
(2)
Net book value of securities
49
11
(11)
-
59,50
47
-
47
100
8
-
8
100
-
-
-
50
0
-
0
932
(677)
255
Companies undergoing liquidation
Dormant companies
The unconsolidated securities had an overall net book value of €0.3 million at 30 September 2015, which was
representative of their fair value.
Faiveley Transport 2015/16 Half-Year Financial Report - 28
NOTE 11: INVENTORIES
Gross
Raw materials
Net
30 September
2015
Provisions
Net
31 March 2015
124,823
16,350
108,473
105,304
Work-in-progress
26,846
1,015
25,831
24,517
Finished products
34,604
4,256
30,348
28,190
Merchandise
11,000
798
10,202
9,654
197,273
22,419
174,854
167,665
Total
Movements in provisions during the period
P rovisions a t
3 1 Ma rc h
2 0 15
Raw materials
Cha nge s in
c onsolida tion
sc ope
Cha rge s
to
provision
Re ve rsa ls
provisions
use d
Re ve rsa ls
provisions
unuse d
O the r
move me nts (1)
P rovisions a t
3 0 S e pte mbe r 2 0 15
18,820
-
2,915
(4,386)
(755)
(244)
Work-in-progress
1,163
-
245
(325)
(69)
0
1,014
Finished products
4,886
-
153
(797)
-
16
4,258
Merchandise
Total
(1)
16,350
1,016
-
171
(275)
3
(117)
798
25,885
-
3,484
(5,783)
(820)
(346)
22,420
Translation adjustment for the period and reclassifications
During the period, old inventories and inventories that had become totally obsolete were scrapped. 90% of the value
of these inventories had previously been written down. The impact on the income statement for the period was a
loss of €0.6 million.
NOTE 12: WORK-IN-PROGRESS ON PROJECTS
At 30 September 2015, net work-in-progress on projects was valued at €116.3 million, compared with €121.7 million
in the previous year. This primarily includes engineering costs on long-term contracts. At each balance sheet date,
the Group assesses the recoverable amount. In the event of a loss-making contract, a writedown is recognised as a
reduction of contracts in progress.
Gross work-in-progress on projects was €135.2 million at 30 September 2015, compared with €139.9 million at 31
March 2015.
Provisions for losses on completion, presented as a reduction of work-in-progress on projects, totalled €18.9 million
at 30 September 2015 as against €18.2 million at 31 March 2015.
NOTE 13: CURRENT RECEIVABLES
TRADE RECEIVABLES
Gross
Net
30 September
2015
Provisions
Net
31 March 2015
Trade receivables
278,443
4,949
273,494
321,846
Assignment of receivables (factoring and ad hoc
assignments)
(87,732)
-
(87,732)
(97,716)
190,711
4,949
185,762
224,130
Total
Movements in provisions for doubtful trade receivables
Period ended:
Opening
balance
of provision
Changes in
consolidation
scope
Charges to
provision
Reversals
provisions
used
Reversals
provisions
unused
Other
movements
Closing
balance
of provision
30 September 2015
4,652
613
64
(277)
(102)
4,949
31 March 2015
4,496
1,813
(1,432)
(601)
377
4,652
Faiveley Transport 2015/16 Half-Year Financial Report - 29
Trade receivables at year-end
Total
balance
sheet
Gross value
Receivables
not yet due
Receivables due
Between Between
60
120
More
and 120 and 240
than
days
days
240 days
Less
than
60 days
Total
due
190,712
144,599
46,112
22,281
9,367
7,387
7,077
Provisions
(4,949)
(477)
(4,472)
(100)
(396)
(234)
(3,742)
Net value
185,762
144,122
41,640
22,181
8,971
7,153
3,335
Receivables remaining unpaid beyond the contractual due date represent, in most cases, amounts confirmed by
customers but in respect of which payment is subject to the retentions identified when work was inspected.
OTHER CURRENT ASSETS
Gross
Suppliers - accrued credit notes
Social security and tax receivables
Prepaid expenses
Accrued income
Other receivables
Total
Provisions
317
-
Net
Net
30 September
31 March 2015
2015
317
373
12,762
-
12,762
6,844
-
6,844
13,113
5,605
936
-
936
1,733
5,520
111
5,409
3,894
26,379
111
26,268
24,718
NOTE 14: CURRENT FINANCIAL ASSETS
30 September
2015
Guaranteed deposits and securities (1)
31 March 2015
4,403
Other financial receivables
C urrent accounts
Fair value of derivatives − assets
Total
5,854
65
65
932
923
21,633
36,006
27,033
42,849
(1) Under factoring programmes, in order to guarantee the repayment of amounts for which the Group may become liable, a
non-interest bearing escrow account has been established representing 10% of factored receivables outstanding. This rate
may potentially be adjusted in the event of an increase in disallowed receivables (credit notes, disputes, non-payment or
discounts). The outstanding guarantees at 30 September 2015 totalled €4,112 K and €5,575 K at 31 March 2015.
NOTE 15: CASH AND CASH EQUIVALENTS
30 September
2015
Short-term investments
C ash
Bank overdrafts
Invoices factored and not guaranteed
Total
31 March 2015
18,870
14,824
235,650
222,021
(1,987)
(1,396)
(218)
(777)
252,315
234,672
The Group does not hold an equity portfolio but invests excess cash balances. At 30 September 2015, it had money
market funds and certificates of deposits of €1.5 million and fixed-term deposits of €17.3 million. These investments
meet the criteria specified by IAS 7, which allows them to be classified as cash equivalents.
Faiveley Transport 2015/16 Half-Year Financial Report - 30
NOTE 16: GROUP EQUITY
SHARE CAPITAL
At 30 September 2015, the Company’s share capital totalled €14,614,152 divided into 14,614,152 shares of €1 each,
fully paid up. Shares registered in the name of the same shareholder for at least two years have double voting rights.
The Group manages its capital by ensuring that it maintains financial ratios within the limits defined by its credit
agreements (see NOTE 19).
Composition of the share capital
Shares
Par value
New
shares
issued
31 March 2015
Voting
rights
granted
30 September
2015
Ordinary
1
6,893,152
-
85,492
6,978,644
Redeemed
-
-
-
-
-
With preferred dividends
-
-
-
-
-
With double voting rights
1
7,721,000
-
(85,492)
7,635,508
1
14,614,152
-
-
14,614,152
Total
Treasury shares
At 30 September 2015, Faiveley Transport held 195,728 treasury shares, including 3,056 through its liquidity
contract.
Translation differences
Translation differences comprise mainly the gains and losses resulting from the translation of the equity of
subsidiaries the functional currency of which is not the Euro.
The translation differences presented in the consolidated statement of comprehensive income primarily reflect the
change in the US dollar (€12.6 million) and the Chinese Yuan (€5.8 million) against the Euro at 30 September 2015.
SHARE-BASED PAYMENTS
Share purchase or subscription option plans
Plan features
Allocation
Date of Management Board meeting
Exercise price
Share purchase
option plan
Share
subscription
option plan
16/07/2008
23/11/2009
40.78
54.91
in € (*)
Date from which options can be exercised
16/07/2010
22/11/2013
Expiry date
Number of options remaining to be
exercised at 31 March 2015
16/07/2015
22/11/2017
8,447
116,000
(8,447)
(22,500)
-
93,500
Options granted during the period
Options cancelled during the period
Options exercised during the period
Number of options remaining to be
exercised at 30 September 2015
(*) The exercise price is equal to the average price of the 20 trading days preceding
the date of the Management Board meeting at which it was decided to grant
the options, less a discount of 5%.
The exercise of the 22,500 subscription options of the plan dated 23/11/2009 automatically resulted in a €22,500
increase in the share capital of Faiveley Transport S.A. through the issue of 22,500 new shares. On 23/07/2015, the
Faiveley Transport 2015/16 Half-Year Financial Report - 31
Management Board decided to cancel 22,500 treasury shares and reduce the share capital by €22,500 to return it to
the amount at which it stood prior to the exercise of the subscription options.
Summary and valuation of plans
Allocation
Share purchase
option plan
Share
subscription
option plan
16/07/2008
23/11/2009
Date of Management Board meeting
Initial fair value of the plan (€ millions)
2.8
-
C harge for the period (€ millions)
-
Free performance-based share allocation plans and free share plans
New plan allocated during the first half of 2015/2016:
Free performance-based share allocation plan of 10 August 2015
On 10 August 2015, the Management Board decided to allocate free shares subject to performance criteria pursuant
to the authorisation granted at the Extraordinary General Meeting of 12 September 2014. This involves allocating a
total of 5,400 shares to three beneficiaries. This allocation is subject to the beneficiary remaining employed by the
Group and to performance conditions identical to those of the free performance-based share allocation plan of 2
July 2014 (see Notes to the consolidated financial statements, Note 16, included in the 2014/15 Registration
Document).
Plan features
Free performance-based shares
Allocation
Free shares
Date of authorisation at the AGM
12/09/2013
12/09/2014
12/09/2014
14/09/2011
14/09/2012
Date of Management Board meeting
Date ownership of free shares transferred to
French tax residents
02/07/2014
27/03/2015
10/08/2015
05/03/2012
15/01/2013
02/07/2016
27/03/2017
10/08/2017
05/03/2014
15/01/2015
Date ownership of free shares transferred
to non-French tax residents
02/07/2018
27/03/2019
N/A
05/03/2016
15/01/2017
Vesting date of free shares
02/07/2018
27/03/2019
10/08/2019
05/03/2016
15/01/2017
Total number of shares allocated at 31
March 2015
132,406
4,000
-
Number of shares allocated during the period
25,042
30,640
5,400
Number of shares cancelled during the period
(7,110)
-
Total number of shares vested during
the period under this plan
-
Total number of shares allocated at 30
Septembre 2015
125,296
Determination of %
of shares vested at
02/07/2016
Determination of %
of shares vested at
27/03/2017
(136)
-
4,000
Terms and conditions of share allocation
under the plan
(260)
-
5,400
24,782
30,504
Allocation subject to Allocation subject to
personal investment personal investment
by beneficiaries,
by beneficiaries,
Determination of % with two free shares with two free shares
of shares vested at
granted for every
granted for every
10/08/2017
share bought
share bought
Plan valuation
Allocation
Date of Management Board meeting
Free performance-based shares
02/07/2014
27/03/2015
Free shares
10/08/2015
05/03/2012
15/01/2013
Initial fair value of the plan (€ millions)
2.9
0.1
0.3
2.3
1.8
C harge for the period (€ millions)
0.8
-
-
0.1
0.2
Faiveley Transport 2015/16 Half-Year Financial Report - 32
NOTE 17: MINORITY INTERESTS
SUMMARY OF MINORITY INTERESTS INCLUDED IN EQUITY
30 September
2015
Shanghai Faiveley Railw ay Technology
Amsted Rail - Faiveley LLC
9,972
20,700
20,987
Other minority interests
Total
31 March 2015
8,199
1,388
757
30,287
31,716
NOTE 18: ANALYSIS OF PROVISIONS
NON-CURRENT PROVISIONS
Amount a t
1 April 2 0 15
Provisions for retirement
commitments and employee
benefits
Cha nge s in
c onsolida tion
sc ope
45,809
Provisions for charges
Total
Cha rge s to
provision
-
Re ve rsa ls
use d
1,396
(746)
Ite ms of othe r
c ompre he nsive
inc ome
Re ve rsa ls
unuse d
(4,356)
O the r move me nts (1)
(990)
(275)
Amount a t 3 0
S e pte mbe r
2 0 15
40,837
2,275
-
150
(1,195)
-
(200)
(84)
946
48,084
-
1,546
(1,941)
(4,356)
(1,190)
(359)
41,783
(1) Including exchange differences of €(359) K
PROVISIONS FOR RETIREMENT COMMITMENTS AND EMPLOYEE BENEFITS
Provisions for retirement benefits are calculated using the projected unit credit method and based on the following
assumptions:
-
The charge recognised for the period is equal to half the estimated annual charge for the 2015/16 financial
year,
Benefits paid on retirement or as contributions to pension plans have been recognised on an actual basis,
Since the discount and inflation rates changed significantly over the period, the actuarial gain generated by
the valuation of pension commitments have been recognised under Other items of comprehensive income,
for €4.4 million.
Actuarial assumptions:
The actuarial assumptions used to measure commitments take into account the demographic and financial conditions
specific to each country or Group company.
Discount rates are determined by reference to the yields on AAA bonds with similar durations to those of the
commitments as at the valuation date (Bloomberg Corporate AA 15 years for France and Germany and Iboxx 15+ for
the UK).
The assumptions used for those countries with the most significant commitments are shown in the following table:
30 September 2015
31 March 2015
France
Germany
United
Kingdom
France
Germany
United
Kingdom
Discount rate
2.20%
2.20%
3.70%
1.30%
1.30%
3.20%
Inflation rate
2.00%
2.00%
2.20%
2.00%
2.00%
2.95%
Average salary increase rate
2.50%
2.22%
3.30%
2.50%
2.22%
3.30%
Faiveley Transport 2015/16 Half-Year Financial Report - 33
CURRENT PROVISIONS
Amount at
1 April
2015
Changes in
consolidation
scope
Items of other
comprehensive
income
Reversals
Charges to
provision
Reversals
unused
used
Other movements
Amount at
30
September
2015
Provisions for risks, w arranties and
penalties
96,100
-
23,722
(16,223)
(7,905)
-
(1,699)
Provisions for losses on completion
2,405
-
-
-
-
-
1,518
3,923
(181)
97,918
Total contract provisions
98,505
Provisions for restructuring
Provisions for other risks
Total other provisions
Total
-
23,722
(16,223)
(7,905)
-
93,995
386
-
-
(114)
-
-
-
272
2,919
-
5,264
(531)
(1,162)
-
(62)
6,428
3,305
-
5,264
(645)
(1,162)
-
(62)
101,810
-
28,986
(16,867)
(9,067)
-
(243)
6,700
(1)
104,618
(1) Including exchange differences of €(1,761) K and reclassifications of €1,519 K.
Current provisions primarily relate to provisions for liabilities, guarantees and after-sales service granted to our
customers and litigations and claims on completed contracts. The methods underlying the recognition of these
provisions are specified in the notes to the consolidated financial statements, Note 3, included in the 2014/15
Registration Document.
Provisions for losses on completion are shown here for the amount not allocated as a reduction of work-in-progress
on projects.
Provisions for losses on completion, presented as a reduction of work-in-progress on projects, totalled €18.9 million
at 30 September 2015 as against €18.2 million at 31 March 2015.
The increase in provisions for miscellaneous risks was primarily the result of €5 million in costs related to the
combination with Wabtec being recognised under provisions.
NOTE 19: BORROWINGS AND FINANCIAL DEBT
In respect of all its sources of financing, Faiveley Transport Group must comply with the following three financial
conditions (as defined in the various financing agreements):
Leverage ratio “Consolidated Net Debt/Consolidated EBITDA”, which must be below 3.
Gearing ratio “Consolidated Net Debt/Equity”, which must be below 1.5
“Consolidated EBITDA/Cost of Consolidated Net Financial Debt”, which must exceed 3.5.
Non-compliance with one of these covenants may result in the debt becoming immediately repayable.
At 30 September 2015, ratios were as follows for the various sources of financing:
Syndicated
credit
US private
placement
Schuldschein
loan
“Consolidated Net Debt/Consolidated EBITDA” ratio
1.30
1.47
1.38
“Net Financial Debt/Consolidated Equity” ratio
n/a
0.23
0.22
10.70
10.05
10.05
At 30 September 2015
Consolidated EBITDA/Cost of Consolidated Net Financial Debt” ratio
Faiveley Transport 2015/16 Half-Year Financial Report - 34
ANALYSIS AND MATURITY OF NON-CURRENT AND CURRENT FINANCIAL DEBT
30 September 2015
Current
portion
Under 1 year
Borrowings
Leases
Employee profit-sharing
Various other financial debt
Guarantees and deposits received
C redit current accounts
Bank overdrafts
Short-term facilities (credit balance)
Invoices factored and not
guaranteed
T o t a l e xc luding f air va lue o f de riv at iv e
Fair value of derivatives − liabilities
Total
Non-current portion
1 to 5 years
TOTAL
31 March
2015
Over 5 years
21,376
239,626
150,490
411,492
427,468
206
943
120
1,269
1,301
65
65
65
1
1
6
56
56
56
76
76
96
1,987
1,987
1,396
-
-
-
218
218
777
415,164
431,165
11,291
19,975
426,455
451,140
23,985
240,569
150,610
11,291
35,276
240,569
150,610
BREAKDOWN OF NON-CURRENT AND CURRENT FINANCIAL DEBT BY CURRENCY
TOTAL
TOTAL
30 September 31 March 2015
2015
353,337
380,831
Euro
US Dollar
66,798
Hong Kong Dollar
69,550
727
68
Brazilian Real
52
72
C hinese Yuan
5,457
241
Indian Rupee
77
35
C zech Koruna
7
4
Korean Won
-
339
Russian Rouble
Total
-
-
426,455
451,140
Faiveley Transport 2015/16 Half-Year Financial Report - 35
CALCULATION OF NET FINANCIAL DEBT:
At
At
30 September
2015
31 March 2015
Non-current financial debt
Current financial debt
Bank overdrafts
Invoices factored and not guaranteed
391,179
396,510
21,780
32,482
1,987
1,396
218
777
415,164
431,165
Loans
1,007
1,018
Guaranteed deposits and securities paid
5,677
7,075
670
875
Total Financial Debt (a)
Receivables from investments
Other financial receivables
Current accounts
932
923
Total net financial receivables (b)
8,287
9,891
254,520
236,845
NET FINANCIAL DEBT (a-b-c)
152,357
184,429
658,653
657,450
23.1%
28.1%
Cash (c)
Equity
Net debt/equity ratio
In economic terms, net debt should be reduced by the value of treasury shares held for sale as part of the share
purchase/subscription option and free share allocation plans.
The liquidation value of these shares was €9.3 million at 30 September 2015, given the exercise prices granted for
share purchase/subscription options and the average share price prevailing during the month preceding the balance
sheet date for shares not allocated to these plans.
For accounting purposes, the value of treasury shares held is deducted from equity under IFRS; this amounted to
€11.6 million at 30 September 2015 and €13.5 million at 31 March 2015.
NOTE 20: FINANCIAL RISK MANAGEMENT
The Faiveley Transport Group’s treasury policy is based on overall financial risk management principles and provides
specific strategies for areas such as foreign exchange risk, interest rate risk, raw materials risk, credit risk and
liquidity risk.
Within this framework, the Group also uses derivative instruments, mainly forward purchases and sales of
currencies, exchange rate and interest rate swaps, interest rate options and raw material swaps. The aim of these
instruments is to manage the exchange, interest rate and raw material risks associated with the Group’s activities
and financing.
The Group’s policy is not to invest in derivative instruments for speculative purposes.
The Supervisory Board of Faiveley Transport examines risk management principles as well as policies covering
certain specific fields such as exchange risk, interest rate risk, raw materials risk, credit risk and liquidity risk. These
policies are summarised below.
The market values of interest rate and foreign exchange derivative instruments have been determined based on
period-end market prices. They have been appraised by an independent expert.
MARKET RISKS
Foreign exchange risk
The Group operates in foreign countries and is therefore exposed to exchange risk as a result of its exposure to a
number of currencies.
Faiveley Transport 2015/16 Half-Year Financial Report - 36
The major currencies concerned are the US Dollar, the Hong-Kong Dollar, the Czech Koruna, the Swedish Krona, the
Pound Sterling and the Chinese Yuan.
The management of exchange risk on commercial contracts is centralised in the parent company’s Treasury
Department and comprises two parts: certain and uncertain risk.
Exchange risk management relating to tenders in foreign currencies (uncertain risk):
Faiveley Transport Group is required to submit tenders denominated in foreign currencies. The Group’s
hedging policy is not to use hedge instruments during the offer phase, unless specifically authorised by
Management. The aim is to manage the exchange risk through normal commercially available means. If
necessary, the Group Treasury Department uses mainly exchange options.
Exchange risk management relating to commercial contracts (certain risk):
Commercial contracts in foreign currencies (most often successful tenders) are hedged by the Group
Treasury Department from contractual commitment. The instruments used primarily include forward
purchases and exchange rate swaps. Treasury may also use options.
Exchange risk management relating to other transactions:
The Group’s policy is to hedge all expected future transactions in each major currency. The minimum
trigger threshold for a foreign exchange hedge is €250 K.
Various flows are hedged against, at a minimum of 80%, based on the annual budget.
In addition to commercial contracts, all financial positions and management fees deemed the most
significant are systematically hedged against.
Interest rate risks
The syndicated debt, excluding the revolving facility, is indexed on Euribor variable rates. The “SSD Schuldschein”
private placement includes several maturities, some of which are indexed on a variable rate, others bearing a fixed
rate. This debt may be hedged in accordance with the Group’s interest rate risk policy. None of the revolving
facilities, all bearing a variable rate, whether drawn or undrawn, nor the US private placement-type fixed-rate bond
issue are subject to interest rate hedging.
To manage its risk, the Treasury department has implemented a hedging strategy using interest rate swaps and
options.
The exposure to interest rates on loans in Euros is hedged for between 91% and 100% of the drawn debt, depending
on interest rate fluctuations during the current financial year.
The US dollar denominated debt comprising the “US Private Placement” bond issue exclusively bears fixed rates.
Faiveley Transport 2015/16 Half-Year Financial Report - 37
The estimated cost of the Euro-denominated syndicated debt and “Schuldschein” loan is 1.61% for the 2015/2016
period, hedges and spreads included. The estimated cost of the US-denominated debt is estimated at 4.83%. The
total cost of the Group’s debt for 2015/2016 is therefore estimated at 2.14%.
Raw material risk
The Faiveley Transport Group is exposed to increases in the cost of raw materials such as steel, aluminium and
copper, as well as to increases in transportation costs.
The Group has already anticipated these effects, through both its procurement policy and the preparation of its
commercial offers. Certain contracts relating to projects include price indexation clauses which enable the Group to
pass on a part of the increases in raw material costs.
Derivative financial instruments
Fair value of derivative instruments
The fair value of derivative instruments for hedging exchange, interest rate and raw materials risks
reflected in the balance sheet was as follows:
At 30 September 2015
Interest rate hedges(1)
Financial
instruments
Financial
instruments
Assets
Liabilities
431
Unrealised
capital gains/
(losses) taken
to equity
877
(354)
28
(28)
21,203
9,259
342
- fair value hedges
9,444
4,989
-
- cash flow hedges
789
471
342
Raw material hedges(1)
Foreign exchange hedges
- not eligible for hedge accounting
Total
10,970
3,799
-
21,634
10,164
(40)
(1) cash flow hedges.
Movement in equity reserve (excl. deferred tax):
(566)
304
Amounts
reclassified to
the income
statement
(92)
112
255
(25)
342
41
(69)
-
(28)
(413)
490
(117)
(40)
Amount at
1 April 2015
Interest rate hedges
Foreign exchange hedges
Raw material hedges
TOTAL
Movement
in the year
Amount at
30 September
2015
(354)
Future release of amounts recorded in equity at 30 September 2015:
The amount of €(354) K recorded in equity in respect of interest rate derivatives will be released to the
income statement between 1 October 2015 and 31 March 2020 according to the maturity of the flows
hedged.
The amount of €342 K recorded in equity in respect of exchange rate derivatives will be transferred to the
income statement in the year ending 31 March 2016.
The amount of €28 K recorded in equity in relation to raw materials derivatives will be transferred to the
income statement in the year ending 31 March 2016.
CREDIT RISK
Owing to its commercial activities, Faiveley Transport Group is exposed to credit risk, in particular the risk of default on
the part of its customers.
Faiveley Transport 2015/16 Half-Year Financial Report - 38
The Group only enters into commercial relationships with third parties whose financial position is known to be healthy.
The Group’s policy is to verify the financial health of those customers wishing to obtain credit.
In the case of derivative instruments and cash transactions, counterparties are limited to the high-quality financial
institutions that currently finance the Group.
Faiveley Transport Group makes use of factoring arrangements in France, Germany, Spain, Italy and China. In addition,
at the request of major customers, the Group participates in two reverse factoring programmes in Canada, Germany,
the UK and the US.
Factoring enables the Group to sell, without recourse, part of its receivables to various factoring companies and banks.
This selling without recourse has enabled the Group to improve trade receivables recovery and to transfer the risk of
default or bankruptcy on the part of customers or other debtors to the factors.
At 30 September 2015, receivables sold without recourse totalled €87.7 million, including €24.3 million for reverse
factoring programmes implemented at the request of customers.
The amount of receivables factored and not guaranteed was €0.2 million.
As regards the risk associated with financial assets, the Group’s maximum exposure is equal to their book value.
LIQUIDITY RISK
Prudent liquidity risk management requires the Group to retain a sufficient level of cash and securities that can be
traded in a market, to have adequate financial resources due to the implementation of appropriate credit facilities
and to be in a position to unwind positions in the market.
At 30 September 2015, the Group had €125 million in undrawn confirmed credit facilities.
At 30 September 2015, the Group complied with all financial conditions required by all credit agreements.
The Group considers that the cash flows generated by its operating activities, cash and funds available via existing
credit lines will be sufficient to cover the expenditure and investment necessary for its operations, to service its debt
and to pay dividends. Conversely, the Group may have to borrow to finance potential acquisitions.
NOTE 21: CURRENT LIABILITIES
30 September
2015
Trade payables
Tax and social security liabilities
Accrued credit notes
Deferred income
Accrued expenses
Fixed assets suppliers
Dividends payable
Other operating liabilities
Total
31 March 2015
192,894
209,619
59,500
68,187
1,237
1,458
133
168
16,904
12,713
246
441
13,032
55
10,251
11,295
294,197
303,935
At 30 September 2015, “Trade payables” included €40.4 million of credit work-in-progress on projects (compared
with €32.7 million at 31 March 2015).
“Accrued expenses” include the recognition of costs related to the proposed combination with Wabtec Corporation,
for €4,545 K.
Faiveley Transport 2015/16 Half-Year Financial Report - 39
NOTE 22: FACTORING
In order to diversify the Group’s sources of financing and reduce the credit risk, several subsidiaries factor their
receivables. At 30 September 2015, the assignment of receivables to the various factors resulted in a €87,732 K
reduction in “Trade receivables”. These transactions include factoring contracts without recourse as requested by
two Group customers, totalling €24,428 K.
In addition, available and uncalled cash with the factoring companies amounted to €52,223 K and is included in cash
and cash equivalents. Conversely, the portion of receivables factored and not guaranteed was recorded as financial
debt under “Current borrowings and financial liabilities” for an amount of €218 K. The risk incurred by the Group in
respect of receivables factored and not guaranteed relates to the non-collection of these receivables.
NOTE 23: SEGMENT REPORTING
The Group opted for a presentation similar to IAS 14, pursuant to IFRS 8, consisting of presenting information for the
rail operating segment.
INCOME STATEMENT
HY1
2015/2016
HY1
2014/2015
C ontinuing activities:
Sales
Operating profit after share of profit of equity-accounted entities
Net financial expense
532,809
486,657
40,911
46,515
(4,463)
(7,659)
(11,104)
(13,532)
-
-
Net profit from continuing operations
25,344
25,324
Consolidated net profit
25,344
25,324
8,958
8,568
Income tax
Share of profit of other equity-accounted entities
Depreciation and amortisation for the period
Balance sheet
At 30 September
2015
Property, plant and equipment and intangible assets, net
At 30 September
2014
823,405
796,715
Non-current financial assets
26,627
22,977
Deferred tax assets
61,536
53,079
911,568
872,771
479,395
472,900
Sub-total non-current assets
Inventories and receivables (excluding tax)
Other current assets
C ash
Assets held for sale
Sub-total current assets
Total assets
Equity
Employee benefits and other non-current provisions
Deferred tax liabilities
Non-current financial debt
Sub-total non-current liabilities
C urrent provisions
C urrent financial debt
Advances, prepayments and non-financial liabilities (excluding
tax)
Other current liabilities
Sub-total current liabilities
Total equity and liabilities
Acquisitions of property, plant and equipment and intangible
assets (excluding goodwill) for the period
Workforce
65,060
67,999
254,520
228,753
6,953
805,928
769,652
1,717,496
1,642,424
658,653
602,756
41,783
41,525
49,801
36,434
391,179
396,352
482,763
474,311
104,617
92,997
35,277
65,618
426,728
396,281
9,458
10,460
576,080
565,356
1,717,496
1,642,424
15,564
9,416
5,636
5,359
Faiveley Transport 2015/16 Half-Year Financial Report - 40
Faiveley Transport 2015/16 Half-Year Financial Report - 41
INFORMATION BY GEOGRAPHIC REGION
Main contribution figures by geographic region of origin:
France
Sales
Closing balance of property, plant and
equipment and intangible assets
(excluding goodwill)
Europe
(excl. France)
Americas
Asia/Pacific
Total
104,909
216,954
103,214
107,732
532,809
51,124
39,588
30,227
11,810
132,749
6,266
4,901
1,533
2,864
15,564
3,260
3,426
1,273
999
8,958
Acquisition of property, plant and
equipment and intangible assets
(excluding goodwill)
Amortisation and depreciation of property,
plant and equipment and intangible assets
(excluding goodwill)
NOTE 24: SALES
HY1
2015/2016
HY1
2014/2015
Sales of products and services associated with contracts > 1 year
511,695
Sales of products and services associated with contracts < 1 year
21,114
16,949
532,809
486,657
Total
(1)
469,708
(1) Of which sales related to the “Services” division: €236.3 million at 30 September 2015 and €193.5 million at 30 September 2014.
NOTE 25: GROSS PROFIT AND COST OF SALES
Gross profit is defined as sales less cost of sales.
Gross profit for the first half of 2015/2016 totalled €131.7 million, representing 24.7% of sales, compared with
23.9% for the first half of 2014/2015.
Cost of sales can be analysed as follows:
HY1
2015/2016
Direct labour
HY1
2014/2015
(49,019)
(47,140)
(195,083)
(191,332)
Structure costs
(40,516)
(36,396)
Procurement costs
(28,285)
(24,718)
Engineering costs
(26,844)
(27,017)
Other direct costs
(28,713)
(26,938)
C hange in projects in progress
(11,352)
(644)
Net change in project provisions (charge/reversal)
(18,643)
(15,212)
Raw materials and components
Net change in provisions for losses on completion
Total Cost of sales
(2,647)
(1,086)
(401,103)
(370,484)
Faiveley Transport 2015/16 Half-Year Financial Report - 42
NOTE 26: OTHER INCOME AND EXPENSES FROM RECURRING
OPERATIONS
HY1
2015/2016
Royalties
Reversal of provisions for other liabilities
Insurance compensation
Other operating income
Total other income
Royalties
HY1
2014/2015
843
874
1,362
2,657
-
2
442
406
2,647
3,939
0
0
Doubtful debts
(231)
(216)
C harges to provisions for other liabilities
(414)
(10)
(1,751)
(1,003)
(415)
(993)
Inventory writedowns
Employee profit sharing
C osts related to the Wabtec C orporation combination
(9,545)
-
Other operating expenses
(1,026)
(3,926)
(13,382)
(6,148)
(10,735)
(2,208)
Total other operating expenses
Total net
NOTE 27: RESTRUCTURING COSTS AND GAINS AND LOSSES ON
DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE
ASSETS
RESTRUCTURING COSTS
Restructuring costs for the period totalled €1.3 million, compared with €0.8 million in the previous financial year.
Over the period, these restructuring costs were primarily incurred by “Shanghai Faiveley Railway Technology” (€0.6
million) and “Faiveley Metro Technology Shanghai” (€0.2 million).
DISPOSAL OF NON-CURRENT ASSETS
HY1
2015/2016
Sales price of assets sold
Net book value of assets sold
Total
HY1
2014/2015
31
118
(21)
(161)
10
(43)
Faiveley Transport 2015/16 Half-Year Financial Report - 43
NOTE 28: NET FINANCIAL INCOME/(EXPENSE)
HY1
2015/2016
Gross cost of financial debt
Income from cash and cash equivalents
Net cost of financial debt
Financial instrument income
Income linked to exchange differences
Proceeds from sale of marketable securities
Reversal of financial provisions
Dividends received
Other financial income
Other financial income
Financial instrument charges
C harges linked to exchange differences
Interest charges on retirement commitments
Net book value of financial assets sold
C harges on bank guarantees
Other financial expenses
Other financial expenses
NET FINANCIAL EXPENSE
HY1
2014/2015
(5,560)
(6,267)
501
718
(5,059)
(5,549)
8,609
5,284
12,483
9,858
4
-
-
-
25
24
160
160
21,281
15,326
(4,450)
(10,950)
(14,945)
(5,316)
(370)
(500)
-
-
(587)
(480)
(333)
(190)
(20,685)
(17,436)
(4,463)
(7,659)
The net cost of financial debt for the period was €5.1 million compared with €5.5 million in the previous period. The
Group benefited from the fall in variable interest rates as well as a lower spread over the period.
The foreign exchange result for the financial year, including charges and income related to currency fluctuations and
financial income, was a €1.7 million gain. This positive impact was primarily due to the following cumulative effects:
-
€0.5 million favourable effect of forward points of matured foreign exchange hedges
€1.8 million favourable effect of future forward points of outstanding exchange hedges
€0.8 million non-hedged exchange loss.
NOTE 29: INCOME TAX
The income tax charge is determined by applying the projected effective tax rate for the entire financial year to the
pre-tax profit for the first half-year. This effective rate is set on the basis of internal forecasts.
The decrease in the effective tax rate (33.7% compared with 38.0% in the first half of 2014) was mainly the result of
a favourable country mix.
ANALYSIS BY TYPE
HY1
2015/2016
HY1
2014/2015
C urrent tax − continuing operations
9,016
10,921
Deferred tax − continuing operations
2,088
2,610
11,104
13,531
-
-
11,104
13,531
Total income tax - continuing operations
Tax on discontinued operations
TOTAL INCOME TAX
Faiveley Transport 2015/16 Half-Year Financial Report - 44
NOTE 30: PROFIT OR LOSS OF OPERATIONS HELD FOR DISPOSAL AND
DISCONTINUED OPERATIONS
Nil
NOTE 31: PAYROLL COSTS AND WORKFORCE
HY1
2015/2016
Salaries
Social security charges
HY1
2014/2015
113,514
100,824
30,188
28,793
Retirement and other post-employment benefits
7,915
5,501
C harges associated with share-based payments
1,200
1,336
152,817
136,454
5,636
5,359
TOTAL PAYROLL COSTS
TOTAL WORKFORCE
Employees of joint ventures are excluded from the consolidated workforce.
NOTE 32: EARNINGS PER SHARE
The table below shows the reconciliation between earnings per share and diluted earnings per share:
HY1
2015/2016
Net profit - Group share used in the calculation of basic and diluted
earnings per share (€ thousands)
Average number of shares (a)
Average number of treasury shares (b)
Average number of outstanding shares (a - b = c)
Average number of dilutive instruments (d)
HY1
2014/2015
23,150
26,725
14,614,152
14,614,152
(216,303)
(296,233)
14,397,849
14,317,919
164,503
281,262
14,562,352
14,599,181
Basic earnings per share
1.61
1.87
Diluted earnings per share
1.59
1.83
Average number of diluted shares (c + d)
NOTE 33: POST-BALANCE SHEET EVENTS
On 27 July 2015, Faiveley Transport announced its entry into exclusive negotiations with Wabtec Corporation.
Following review with employee representative bodies, on 6 October 2015 the Faiveley family and Wabtec
Corporation signed the share purchase agreement as well as a shareholder agreement; Faiveley Transport and
Wabtec Corporation signed the agreement related to the tender offer.
In accordance with the authorisation granted at the Extraordinary General Meeting of 18 September 2015, the
Management Board, meeting on 1 October 2015, decided to allocate free shares subject to performance criteria
to certain employees. This involves allocating a total of 140,275 shares to 356 beneficiaries. The allocation of
free shares is subject to the beneficiary’s employment by the Group and the fulfilment of financial and
operational performance criteria.
On 8 October 2015, the Group ended the liquidity contract dated 1 October 2012 awarded by Faiveley
Transport to Exane BNP Paribas.
Faiveley Transport 2015/16 Half-Year Financial Report - 45
NOTE 34: TRANSACTIONS WITH RELATED PARTIES
With the exception of the items disclosed hereafter, no significant change in transactions with related parties as
mentioned in the Registration Document of 31 March 2015 occurred during the first six months to 30 September
2015.
TRANSACTIONS WITH RELATED COMPANIES
A list of consolidated companies is provided in Note 37.
Transactions with consolidated companies
Transactions with joint ventures not eliminated on consolidation:
Joint ventures are equity consolidated:
Qingdao Faiveley SRI Rail Brake Co. Ltd
Datong Faiveley Railway Vehicle Equipment Co., Ltd
Shijiazhuang Jiaxiang Precision Machinery Co. Ltd
-
The consolidated financial statements include transactions carried out by the Group with its joint ventures
as part of its normal business activities.
These transactions are normally carried out at arm’s length.
(€ thousands)
Sales
HY1
2015/2016
10,269
HY1
2014/2015
13,813
9,794
13,100
(1,429)
(2,789)
Operating receivables
Operating liabilities
NOTE 35: DIVIDENDS
Approval was granted at the General Meeting of 18 September 2015 for the payment of a dividend (including
treasury shares) in respect of the 2014/2015 financial year totalling €12,976,581.60, including:
-
€12,976,581.60 in respect of the €0.90 dividend per share paid on 5 October 2015 to
14,418,424 shares for the 2014/2015 financial year.
€176,155.20 in unpaid dividends, corresponding to the 195,728 treasury shares held by
Faiveley Transport at the time of the ex-dividend date, i.e. 2 October 2015.
Number of
shares
Ordinary shares
Shares
rights
w ith
double
voting
Number of
shares
to which
dividends have
been paid
Treasury
shares
Dividends
approved
6,978,642
195,728
6,782,914
6,104,623
7,635,510
0
7,635,510
6,871,959
14,614,152
195,728
14,418,424
12,976,582
(1)
(1 ) I nc luding €5 ,6 8 3 ,8 7 1 to Financ ière Faiveley and €1 ,0 4 3 ,3 5 9 to Franç ois F aiveley P artic ipation (F.F .P .)
This dividend was paid on 5 October 2015. The distributable dividend was therefore recognised as a current liability
at 30 September 2015.
Faiveley Transport 2015/16 Half-Year Financial Report - 46
NOTE 36: OFF-BALANCE SHEET COMMITMENTS
LEASES
Operating leases
During the period, there were no significant changes to the value and nature of operating lease
commitments reported at 31 March 2015.
OTHER COMMITMENTS GIVEN
At 30 September
2015
Deposits, securities and bank guarantees given to customers
234,887
234,024
-
-
465,847
496,694
13,150
14,036
-
-
-
-
- of which given by joint ventures
Guarantees and securities given by the parent company to
customers and banks *
- of which on behalf of joint ventures
Borrowings guaranteed by pledges:
-
At 31 March 2015
mortgages of buildings
* Amount restated for parent company guarantees included in “deposits, securities and bank guarantees given to
customers”.
The off-balance sheet commitments above entitled “Deposits, securities and bank guarantees” is related to
guarantees or securities provided to the banks essentially in favour of customers with whom commercial contracts
have been signed. These guarantees are generally issued for defined periods and for defined amounts. These are
principally guarantees for the repayment of deposits and guarantees for the satisfactory completion of contracts.
Bank counter-guarantees may be issued for the benefit of banks supplying credit lines, and guarantees may also be
issued for the benefit of certain subsidiaries of the Group.
The off-balance sheet commitments above entitled “Guarantees and securities given by the parent company” are
guarantees agreed by the parent company Faiveley Transport in favour of customers who have signed commercial
contracts with subsidiaries of the Group. As for bank guarantees, these are issued for defined periods and for
defined amounts and essentially relate to guarantees for the repayment of deposits and guarantees for the
satisfactory completion of contracts.
COMMITMENTS RECEIVED
Other guarantees from suppliers: €2,449 K
NOTE 37: CONSOLIDATION SCOPE AND METHOD
Faiveley Transport is the Group’s holding company.
The following companies, over which Faiveley Transport exercises direct or indirect control, are fully consolidated.
LIST OF CONSOLIDATED COMPANIES AND CONSOLIDATION METHOD
ENTITY
COUNTRY
% control
% interest
FAIVELEY TRANSPORT LEIPZIG GmbH & Co. KG
Germany
100.00
100.00
FAIVELEY TRANSPORT WITTEN GmbH
Germany
100.00
100.00
Parent company:
FAIVELEY TRANSPORT
Full consolidation:
Faiveley Transport 2015/16 Half-Year Financial Report - 47
FAIVELEY TRANSPORT VERWALTUNGS GmbH)
Germany
100.00
100.00
FAIVELEY TRANSPORT HOLDING GmbH & Co. KG
Germany
100.00
100.00
FAIVELEY TRANSPORT NOWE GmbH
Germany
100.00
100.00
FAIVELEY TRANSPORT AUSTRALIA Ltd.
Australia
100.00
100.00
FAIVELEY TRANSPORT BELGIUM NV
Belgium
100.00
100.00
Brazil
100.00
100.00
100.00
FAIVELEY TRANSPORT DO BRASIL Ltda.
FAIVELEY TRANSPORT CANADA Ltd.
Canada
100.00
FAIVELEY TRANSPORT CHILE Ltda.
Chile
100.00
99.99
FAIVELEY TRANSPORT SYSTEMS TECHNOLOGY (Beijing) Co. Ltd.
China
100.00
100.00
FAIVELEY TRANSPORT FAR EAST Ltd.
China
100.00
100.00
SHANGHAI FAIVELEY RAILWAY TECHNOLOGY Co. Ltd.
China
51.00
51.00
FAIVELEY TRANSPORT METRO TECHNOLOGY SHANGHAI Ltd.
China
100.00
100.00
FAIVELEY TRANSPORT RAILWAY TRADING (Shanghai) Co. Ltd.
China
100.00
100.00
FAIVELEY TRANSPORT ASIA PACIFIC Co. Ltd.
China
100.00
100.00
FAIVELEY TRANSPORT KOREA Ltd.
Korea
100.00
100.00
FAIVELEY TRANSPORT IBERICA S.A.
Spain
100.00
100.00
FAIVELEY TRANSPORT USA Inc.
United States
100.00
100.00
FAIVELEY TRANSPORT NORTH AMERICA Inc.
United States
100.00
100.00
ELLCON DRIVE LLC.
United States
100.00
100.00
AMSTED RAIL - FAIVELEY LLC
United States
67.50
67.50
GRAHAM-WHITE MANUFACTURING Co.
United States
100.00
100.00
OMNI GROUP CORPORATION
United States
100.00
100.00
ADVANCED GLOBAL ENGINEERING LLC.
United States
100.00
55.00
ATR INVESTMENTS LLC.
United States
100.00
60.00
France
100.00
100.00
FAIVELEY TRANSPORT AMIENS
FAIVELEY TRANSPORT NSF
France
100.00
100.00
FAIVELEY TRANSPORT TOURS
France
100.00
100.00
FAIVELEY TRANSPORT GENNEVILLIERS
France
100.00
100.00
FAIVELEY TRANSPORT BIRKENHEAD Ltd.
United Kingdom
100.00
100.00
FAIVELEY TRANSPORT TAMWORTH Ltd.
United Kingdom
100.00
100.00
SAB WABCO Ltd.
United Kingdom
100.00
100.00
SAB WABCO DAVID & METCALF Ltd.
United Kingdom
100.00
100.00
SAB WABCO DAVID & METCALF PRODUCTS Ltd.
United Kingdom
100.00
100.00
SAB WABCO INVESTMENTS Ltd.
United Kingdom
100.00
100.00
SAB WABCO PRODUCTS Ltd.
United Kingdom
100.00
100.00
SAB WABCO UK Ltd.
United Kingdom
100.00
100.00
FAIVELEY TRANSPORT RAIL TECHNOLOGIES INDIA Ltd.
India
100.00
100.00
FAIVELEY TRANSPORT F.M.P.R.
Iran
51.00
51.00
FAIVELEY TRANSPORT ITALIA Spa
Italy
100.00
98.70
Poland
100.00
100.00
FAIVELEY TRANSPORT PLZEN s.r.o.
Czech Republic
100.00
100.00
FAIVELEY TRANSPORT TREMOSNICE s.r.o.
Czech Republic
100.00
100.00
FAIVELEY TRANSPORT LEKOV a.s
Czech Republic
100.00
100.00
Russia
100.00
98.00
Singapore
100.00
100.00
FAIVELEY TRANSPORT MALMÖ AB
Sweden
100.00
100.00
FAIVELEY TRANSPORT NORDIC AB
Sweden
100.00
100.00
FAIVELEY TRANSPORT SCHWEIZ AG
Switzerland
90.00
90.00
SCHWAB VERKEHRSTECHNIK AG
Switzerland
100.00
100.00
FAIVELEY TRANSPORT POLSKA z.o.o.
o.o.o FAIVELEY TRANSPORT
FAIVELEY TRANSPORT METRO TECHNOLOGY SINGAPORE Ltd.
FAIVELEY TRANSPORT METRO TECHNOLOGY THAILAND Ltd.
Thailand
100.00
100.00
FAIVELEY TRANSPORT METRO TECHNOLOGY TAIWAN Ltd.
Taiwan
100.00
100.00
QINGDAO FAIVELEY SRI RAIL BRAKE Co. Ltd.
China
50.00
50.00
DATONG FAIVELEY RAILWAY VEHICLE EQUIPMENT Co., Ltd
China
50.00
50.00
SHIJIAZHUANG JIAXIANG PRECISION MACHINERY Co. Ltd.
China
50.00
50.00
Equity-accounted joint ventures
Faiveley Transport 2015/16 Half-Year Financial Report - 48
Other equity-accounted entities:
Nil
-
-
-
-
-
-
Partnerships qualifying as joint arrangements:
Nil
NOTE 38: FINANCIAL COMMUNICATION
These consolidated financial statements are available in both French and English.
Faiveley Transport 2015/16 Half-Year Financial Report - 49
2.3. STATUTORY AUDITORS' REPORT ON THE 2015/16 INTERIM FINANCIAL
INFORMATION (PERIOD FROM 1 APRIL 2015 TO 30 SEPTEMBER 2015)
This is a free translation into English of the Statutory Auditors’ review report issued in French and is provided solely
for the convenience of English speaking readers. This report should be read in conjunction with, and construed in
accordance with, French law and professional auditing standards applicable in France.
To the Shareholders
In compliance with the assignment entrusted to us by your Shareholder’s Meeting and in accordance with the
requirements of article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we
hereby report to you on:
-the review of the accompanying condensed interim consolidated financial statements of Faiveley Transport, for the
period from 1 April 2015 to 30 September 2015;
- the verification of the information contained in the interim management report.
These condensed interim consolidated financial statements are the responsibility of the Board of Directors. Our role is
to express a conclusion on these financial statements based on our review.
I - CONCLUSION ON THE FINANCIAL STATEMENTS
We conducted our review in accordance with professional standards applicable in France. A review of interim financial
information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in
accordance with professional standards applicable in France and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed
interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - the
standard of IFRSs as adopted by the European Union applicable to interim financial information.
Without questioning the opinion expressed above, we draw your attention on note 3 “Principles of presentation” of the
appendix in the consolidated financial statements which presents modalities and incidence of the interpretation IFRIC 21
first application.
II – SPECIFIC VERIFICATION
We have also verified the information given in the interim management report on the condensed interim consolidated
financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with
the condensed interim consolidated financial statements.
Neuilly-sur-Seine and Dijon, November 26, 2015
PricewaterhouseCoopers Audit
Philippe Vincent
Expertise Comptable et Audit
Claude Cornuot
Faiveley Transport 2015/16 Half-Year Financial Report - 50
3.
Statement of the persons responsible for the Half-Year
Financial Report
We certify that, to our knowledge, the condensed half-year financial statements included in Chapter 2 –
“Consolidated financial statements at 30 September 2015” – have been prepared in accordance with the applicable
accounting standards and provide a true and fair view of the assets, financial position and profit of the company and
all the companies included in the consolidation, and that the half-year activity report included in Chapter 1 – “Halfyear activity report at 30 September 2015” provides a fair view of the significant events which occurred during the
first six months of the financial year and their impact on the consolidated financial statements at 30 September
2015, the principal transactions between related parties, as well as a description of the principal risks and
uncertainties for the remaining six months of the 2015/16 financial year.
Gennevilliers, 26 November 2015
Stéphane Rambaud-Measson
Guillaume Bouhours
Chairman of the Management Board and Chief Executive
Officer of Faiveley Transport
Chief Financial Officer of Faiveley Transport
Faiveley Transport 2015/16 Half-Year Financial Report - 51
Faiveley Transport
Immeuble Le Delage – Hall Parc – Bât 6A
3, rue du 19 mars 1962
92230 Gennevilliers – France
Tel: +33 (0)1 48 13 65 00
Fax: +33 (0)1 48 13 65 54
www.faiveleytransport.com
Faiveley Transport 2015/16 Half-Year Financial Report - 52