WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP - FORM 8-K - EX-99.2

Attached files

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EX-99.3 - EX-99.3 - WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP	d267043dex993.htm
EX-99.1 - EX-99.1 - WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP	d267043dex991.htm
8-K - FORM 8-K - WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP	d267043d8k.htm

Exhibit 99.2

CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 31 MARCH 2015

• CONSOLIDATED INCOME STATEMENT


(EUR thousands)	Notes		31 March 2015			31 March 2014⁽¹⁾
Net sales		Note 24		1,048,423			957,165
Cost of sales		Note 25		(794,062	)		(730,197	)
Gross profit				254,361			226,968
% of Sales				24.3	%		23.7	%
Administrative costs				(88,997	)		(78,435	)
Sales and marketing costs				(46,667	)		(43,436	)
Research and development costs				(17,019	)		(13,586	)
Other operating income		Note 26		6,797			4,620
Other operating expenses		Note 26		(18,084	)		(11,513	)
Profit from recurring operations				90,391			84,618
*% of Sales*				*8.6*	%		*8.8*	%
Restructuring costs		Note 27		(1,597	)		(1,267	)
Gain/(loss) on disposal of property, plant and equipment and intangible assets		Note 27		(66	)		(53	)
OPERATING PROFIT				88,728			83,298
*% of Sales*				*8.5*	%		*8.7*	%
Share of profit of joint ventures		Note 8		6,551			4,368
Share of profit of associates		Note 8		—			—
Operating profit after share of profit of equity-accounted entities				95,279			87,666
*% of Sales*				*9.1*	%		*9.2*	%
Amortisation and depreciation charges included in operating profit				17,446			15,985
*Operating profit before amortisation and depreciation charges*				*112,725*			*103,651*
Net cost of financial debt				(10,970	)		(9,344	)
Other financial income				33,097			14,364
Other financial expenses				(35,994	)		(16,113	)
NET FINANCIAL EXPENSE		NOTE 28		(13,867	)		(11,093	)
Share of profit of other equity-accounted entities				—			—
PROFIT BEFORE TAX				81,412			76,573
Income tax		Note 29		(28,535	)		(26,432	)
NET PROFIT FROM CONTINUING OPERATIONS				52,877			50,141
Profit/(loss) of discontinued operations		Note 30		—			—
CONSOLIDATED NET PROFIT				52,877			50,141
attributable to:
Minority interests				(2,769	)		31
NET PROFIT - GROUP SHARE				55,645			50,110
*% of Sales*				*5.3*	%		*5.2*	%
*Earnings per share, in EUR:*		*Note 32*		—			—
Basic earnings per share				3.88			3.50
Diluted earnings per share⁽¹⁾				3.86			3.44
*Earnings per share, in EUR – Continuing operations:*				—			—
Basic earnings per share				3.88			3.50
Diluted earnings per share⁽¹⁾				3.86			3.44

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12.

The attached Notes 1 to 39 form an integral part of the consolidated financial statements.

• CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


(EUR thousands)	Notes		31 March 2015			31 March 2014⁽¹⁾
NET PROFIT FOR THE PERIOD				52,877			50,141
Translation difference		Note 16		42,334			(15,575	)
Financial assets available for sale				—			—
Gains (losses) on financial hedge instruments		Note 20		1,057			1,827
Other items that may be reclassified to profit or loss				126			(226	)
Taxes on items that may be reclassified to profit or loss				(364	)		(593	)
ITEMS THAT CAN BE RECLASSIFIED TO PROFIT OR LOSS				43,153			(14,567	)
of which Share of joint ventures in items that can be reclassified				4,401			(878	)
Actuarial gains and losses on post-employment benefits		Note 18		(10,313	)		(369	)
Taxes on items that will not be reclassified to profit or loss				2037			23
ITEMS THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS				(8,276	)		(346	)
of which Share of joint ventures in items that will not be reclassified				—			—
ITEMS OF OTHER COMPREHENSIVE INCOME, AFTER TAX				34,877			(14,913	)
of which Share of joint ventures				4,401			(878	)
TOTAL COMPREHENSIVE INCOME				87,754			35,228
Attributable to:
• parent company shareholders				83,239			37,490
• minority interests				4,515			(2,261	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

The attached Notes 1 to 39 form an integral part of the consolidated financial statements.

• CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

(EUR thousands)

Notes

31 March 2015 Net

31 March 2014⁽¹⁾Net

Goodwill

Note 5

697,112

663,838

Intangible assets

Note 6

58,314

50,501

Property, plant and equipment

Note 7

Land

5,670

5,766

Buildings

19,175

22,523

Plant and machinery

32,063

30,086

Other property, plant and equipment

13,695

9,632

Equity interests in equity-accounted entities

Note 8

Shareholdings in equity-accounted joint ventures

21,817

12,337

Shareholdings in other equity-accounted entities

—

Other non-current financial assets

Note 9

Shareholdings in unconsolidated subsidiaries

255

254

Other long-term financial investments

3,049

2,449

Deferred tax assets

Note 10

66,429

51,738

TOTAL NON-CURRENT ASSETS (I)

917,579

849,124

Inventories

Note 11

167,665

146,361

Work-in-progress on projects

Note 12

121,703

112,514

Advances and prepayments paid

2,625

2,308

Trade receivables

Note 13

224,130

194,574

Other current assets

Note 13

24,718

32,809

Taxation receivable

17,796

13,191

Current financial assets

Note 14

42,849

7,907

Short-term investments

Note 15

14,824

69,793

Cash

Note 15

222,021

169,419

Assets held for sale

Note 7

7,123

—

TOTAL CURRENT ASSETS (II)

845,454

748,876

TOTAL ASSETS (I + II)

1,763,033

1,598,000

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

The attached Notes 1 to 39 form an integral part of the consolidated financial statements.


EQUITY AND LIABILITIES (EUR thousands)	Notes		31 March 2015			31 March 2014⁽¹⁾
Shareholders’ equity		Note 16
Share capital⁽²⁾				14,614			14,614
Share premium				94,297			90,249
Translation difference				24,549			(10,501	)
Consolidated reserves⁽²⁾				436,629			405,522
Net profit for the period				55,645			50,110
*Total equity – Group share*				*625,734*			*549,994*
Minority interests		Note 17
Share of reserves				34,781			27,895
Share of net profit				(3,063	)		(242	)
*Total minority interests*				*31,716*			*27,653*
TOTAL CONSOLIDATED EQUITY (I)				657,450			577,647
Non-current provisions		Note 18		48,084			38,235
Deferred tax liabilities		Note 10		50,854			34,030
Non-current borrowings and financial debt		Note 19		396,510			407,983
TOTAL NON-CURRENT LIABILITIES (II)				495,448			480,248
Current provisions		Note 18		101,810			94,373
Current borrowings and financial debt		Note 19		54,630			50,899
Advances and prepayments received				140,243			122,586
Current liabilities		Note 21		303,935			258,551
Tax payable				9,515			13,696
TOTAL CURRENT LIABILITIES (III)				610,134			540,105
TOTAL EQUITY AND LIABILITIES (I + II + III)				1,763,033			1,598,000

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Reclassification of treasury shares at 31 March 2014 from “consolidated reserves” to “share capital” for EUR 281 thousands.

The attached Notes 1 to 39 form an integral part of the consolidated financial statements.

• CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


															Total
	Share		Share						Translation			Profit for the			Group			Minority
(EUR thousands)	capital		premium			Reserves			adjustment			period			share			interests			Total
AT 31 MARCH 2013⁽¹⁾		14,232		88,633			356,979			2,782			59,277			521,903			32,789			554,692
Allocation of 2012/2013 net profit		—		—			59,277			—			(59,277	)		—			—			—
Dividends paid		—		—			(13,542	)		—			—			(13,542	)		(2,880	)		(16,422	)
Share capital increase		—		—			—			—			—			0			—			0
Issue of shares (stock options)		28		853						—			—			882			—			882
Treasury shares⁽²⁾		339		(125	)		(281	)		—			—			(67	)		—			(67	)
Shares delivered to Group employees		15		889						—			—			904			—			904
Stock option plans reserved for employees (value of services provided by staff)		—		—			2,767			—			—			2,767			—			2,767
Other movements		—		—			(198	)		—			—			(198	)		13			(185	)
Changes in consolidation scope		—		—			(142	)		—			—			(142	)		(8	)		(150	)
Net profit for the period		—		—			—			—			50,110			50,110			31			50,141
Items of other comprehensive income		—		—			662			(13,283	)		—			(12,621	)		(2,292	)		(14,913	)
Total income and expenses recognised in Comprehensive Income		—		—			662			(13,283	)		50,110			37,489			(2,261	)		35,228
AT 31 MARCH 2014⁽²⁾		14,614		90,250			405,522			(10,501	)		50,110			549,995			27,653			577,648
Allocation of 2013/2014 net profit		—		—			50,110			—			(50,110	)		—			—			—
Dividends paid		—		—			(11,454	)		—			—			(11,454	)		(256	)		(11,710	)
Share capital increase		—		—			—			—			—			—			—			—
Issue of shares (stock options)		—		—			—			—			—			—			—			—
Treasury shares		—		4,048			(3,231	)		—			—			817						817
Shares delivered to Group employees		—		—			—			—			—			—			—			—
Stock option plans reserved for employees (value of services provided by staff)		—		—			2,162			—			—			2,162			—			2,162
Other movements		—		—			1,220			—			—			1,220			—			1,220
Other changes in consolidation scope		—		—			(243	)		—			—			(243	)		(196	)		(439	)
Net profit for the period		—		—			—			—			55,645			55,645			(2,770	)		52,875
Items of other comprehensive income		—		—			(7,457	)		35,049			—			27,592			7,285			34,877
Total income and expenses recognised in Comprehensive Income		—		—			(7,457	)		35,049			55,645			83,237			4,515			87,752
AT 31 MARCH 2015		14,614		94,298			436,629			24,549			55,645			625,734			31,716			657,450

(1)

Restated following application of IAS 19 Revised.

(2)

Reclassification of treasury shares at 31 March 2014 from “consolidated reserves” to “share capital” for EUR 281 thousands.

The attached Notes 1 to 39 form an integral part of the consolidated financial statements.

• CONSOLIDATED CASH FLOW STATEMENT


Cash flow statement (EUR thousands)	Notes		31 March 2015			31 March 2014⁽¹⁾
Net profit - Group share				55,645			50,110
Net profit - Minority interests				(2,769	)		31
Adjustments for non-cash items:				—			—
• Depreciation and amortisation charges				17,446			15,985
• Cost of performance-based shares				2,162			2,767
• Asset impairment (including goodwill)				—			—
• Unrealised net loss/(gain) on derivative instruments and revaluation of monetory assets and liabilities				3,392			(1,167	)
• Movement in provisions for current assets and liabilities and charges				6,125			10,404
• Net loss/(gain) on asset disposals				45			53
• Grant income				(248	)		(439	)
• Share of profit of equity-accounted entities		Note 8		(6,551	)		(4,368	)
• Dividends received from equity-accounted joint ventures				3,214			1,255
Dilution profit				—			—
Net cost of financial debt				10,970			9,343
Income tax charge (including deferred tax)				28,535			26,432
SELF-FINANCING CAPACITY BEFORE INTEREST AND TAX				117,966			110,406
Change in working capital requirements				4,414			(38,052	)
Decrease (+) increase (-) in inventories				(13,071	)		(16,610	)
Decrease (+) increase (-) in trade and other receivables				(9,379	)		(27,338	)
Increase (+) decrease (-) in trade and other payables				29,094			9,067
Increase (+) decrease (-) in income tax				(2,230	)		(3,171	)
Income tax paid				(25,799	)		(30,800	)
Net financial interest paid				(9,830	)		(8,894	)
CASH FLOW FROM OPERATING ACTIVITIES				86,751			32,660
Purchase of intangible assets				(9,446	)		(7,395	)
Purchase of property, plant and equipment				(14,298	)		(11,145	)
Proceeds from capital grants				88			189
Proceeds from disposal of PPE and intangible assets				169			432
Purchase of non-current financial assets				(237	)		(574	)
Proceeds from sale of non-current financial assets				544			3,044
*Free cash flow⁽²⁾*				*63,571*			*17,211*
Cash and cash equivalents of acquired subsidiaries				(1,880	)		(27,410	)
Cash and cash equivalents from disposal of subsidiaries				—			—
Impact of changes in consolidation scope				—			—
CASH FLOW FROM INVESTMENT ACTIVITIES				(25,060	)		(42,859	)
Proceeds from new share issue				—			—
Buyback of treasury shares				817			1,717
Movement in share and merger premiums				—			—
Other movements in equity (cash-flow hedge)				—			—
Dividends paid to parent company shareholders				(11,248	)		(13,542	)
Dividends paid to minority interests				(256	)		(2,880	)
Proceeds from new borrowings				16			135,383
Repayment of borrowings				(36,710	)		(41,151	)
CASH FLOW FROM FINANCING ACTIVITIES				(47,381	)		79,527
Net foreign exchange difference				(17,574	)		3,674
Net increase/(decrease) in total cash and cash equivalents				(3,265	)		73,001
Cash and cash equivalents at beginning of the year				237,935			164,931
CASH AND CASH EQUIVALENTS AT END OF THE YEAR		Note 10		234,675			237,934

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Contents



Note 1	General information	8

Note 2	Highlights	8

Note 3	Accounting principles and methods	8

Note 4	Changes in consolidation scope	21

Note 5	Goodwill	22

Note 6	Intangible assets	24

Note 7	Property, plant and equipment	25

Note 8	Investments in equity-accounted entities	26

Note 9	Other non-current financial assets	27

Note 10	Deferred tax	28

Note 11	Inventories	29

Note 12	Work-in-progress on projects	29

Note 13	Current receivables	29

Note 14	Current financial assets	30

Note 15	Cash and cash equivalents	30

Note 16	Group equity	31

Note 17	Minority interests	33

Note 18	Analysis of provisions	33

Note 19	Borrowings and financial debt	36

Note 20	Financial risk management	39

Note 21	Current liabilities	48

Note 22	Factoring	49

Note 23	Segment reporting	49

Note 24	Sales	50

Note 25	Gross profit and Cost of sales	50

Note 26	Other income and expenses from recurring operations	51

Note 27	Restructuring costs and gains and losses on disposal of property, plant and equipment and intangible assets	52

Note 28	Net financial income/(expense)	52

Note 29	Income tax	53

Note 30	Profit or loss of operations held for disposal and discontinued operations	53

Note 31	Payroll costs and workforce	54

Note 32	Earnings per share	54

Note 33	Post-balance sheet events	54

Note 34	Transactions with related parties	54

Note 35	Dividends	56

Note 36	Off-balance sheet commitments	57

Note 37	Consolidation scope and method	58

Note 38	Statutory Auditors’ fees	59

Note 39	Financial communication	59

NOTE 1

GENERAL INFORMATION

Faiveley Transport is a French public limited company (société anonyme) with a Management Board and a Supervisory Board. At 31 March 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 2013/2014 consolidated financial statements have been submitted for approval at the Shareholders’ General Meeting of 12 September 2014.

The financial statements for 2014/2015 were approved by the Management Board at its meeting on 27 May 2015. They were presented to and reviewed by the Supervisory Board at its meeting of 27 May 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 7 April 2014, the Supervisory Board of Faiveley Transport appointed Stéphane Rambaud-Measson Chairman of the Management Board and CEO of Faiveley Transport. He had joined the Group on 17 March 2014 as Group Executive Vice President.

On 28 January 2015, Faiveley Transport refinanced its syndicated loan and part of its bilateral revolving facilities, replacing them with a new syndicated loan. This new facility comprises a five-year, amortisable loan of EUR 225 million and a multi-currency revolving facility of EUR 125 million. This refinancing enables the Group to increase its financial flexibility, improve its borrowing terms and extend the average maturity of financing while expanding its banking pool.

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.

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 2014

Pursuant to the transition provisions of the new IFRS 10 and 11 applicable retrospectively, the comparative period to 31 March 2014 has been restated in this financial report.

This retrospective application has had no impact on equity (Group share) and net profit for the year to 31 March 2014. The impacts of this change in method on the balance sheet and net profit for the 2013/2014 financial year are disclosed below.

The share of profit of equity-accounted entities has been entirely reclassified as operating profit and included under “Operating profit after share of profit of equity-accounted entities”, since the business of these entities bears some similarity to the Group’s business.

IFRS 10 – Consolidated financial statements

This standard defines control as being exercised when the investor is exposed or has rights to variable returns and has the ability to affect these returns through its power over the investee.

IFRS 11 – Joint arrangements

This new standard essentially provides for two distinct accounting treatments:

•

partnerships considered to be joint operations shall be recognised based on the share of assets, liabilities, revenue and expenses controlled by the Group. A joint operation may or may not be effected through a separate entity;

•

partnerships considered to be joint ventures shall be recognised according to the equity method, to the extent that they only entitle to ownership of a portion of the entity’s net assets.

The Group has analysed its joint arrangements and concluded that the three jointly-held companies are joint ventures and need to be equity accounted from 1 April 2014 (these three companies were proportionally accounted until that date).

IFRS 12 – Disclosure of interests in other entities

As part of the adoption of IFRS 12, the Group has analysed the information disclosed in the notes to the consolidated financial statements and provided supplementary information in order to comply with the requirements of this new standard. The analysis of the materiality of minority interests, joint ventures and associates has been based on key indicators such as consolidated net profit, operating profit after share of profit of equity-accounted entities, equity - Group share and total assets.

Information disclosed under Note 37 “Consolidation scope” has been supplemented to differentiate between equity-accounted entities which are jointly controlled (joint ventures) from those that are subject to significant influence (other equity-accounted entities).

The following notes have also been supplemented:

•

Note 8 Investments in equity-accounted entities;

•

Note 31 Payroll costs and workforce;

•

Note 34 Transactions with related parties;

•

Note 36 Off-balance sheet commitments.

Impact on the income statement for the year to 31 March 2014


(EUR thousands)	31 March 2014 - Published			Impact IFRS 10, 11, 12			31 March 2014⁽¹⁾
Net sales		982,416			(25,251	)		957,165
Cost of sales		(746,726	)		16,529			(730,197	)
Gross profit		235,690			(8,722	)		226,968
% of Sales		24.0	%		-0.3	%		23.7	%
Administrative costs		(80,091	)		1,656			(78,435	)
Sales and marketing costs		(43,633	)		197			(43,436	)
Research and development costs		(14,035	)		449			(13,586	)
Other operating income		4,004			616			4,620
Other operating expenses		(12,006	)		493			(11,513	)
Profit from recurring operations		89,929			(5,311	)		84,618
*% of Sales*		*9.2*	%		*-0.3*	%		*8.8*	%
Restructuring costs		(1,267	)		—			(1,267	)
Gain/(loss) on disposal of property, plant and equipment and intangible assets		(50	)		(3	)		(53	)
OPERATING PROFIT		88,612			(5,314	)		83,298
*% of Sales*		*9.0*	%		*-0.3*	%		*8.7*	%
Share of profit of joint ventures		—			4,368			4,368
Share of profit of associates		—			—			—
Operating profit after share of profit of equity-accounted entities		88,612			(946	)		87,666
*% of Sales*		*9.0*	%		*0.1*	%		*9.2*	%
Amortisation and depreciation charges included in operating profit		16,248			(263	)		15,985
*Operating profit before amortisation and depreciation charges*		*104,860*			*(1,209*	)		*103,651*
Net cost of financial debt		(9,341	)		(3	)		(9,344	)
Other financial income		14,365			(1	)		14,364
Other financial expenses		(16,387	)		274			(16,113	)
NET FINANCIAL EXPENSE		(11,363	)		270			(11,093	)
Share of profit of other equity-accounted entities		—			—			—
PROFIT BEFORE TAX		77,249			(676	)		76,573
Income tax		(27,108	)		676			(26,432	)
NET PROFIT FROM CONTINUING OPERATIONS		50,141			—			50,141
Profit of discontinued operations		—			—			—
CONSOLIDATED NET PROFIT		50,141			—			50,141
attributable to:
Minority interests		31			—			31
NET PROFIT - GROUP SHARE		50,110			—			50,110
*% of Sales*		*5.1*	%					*5.1*	%

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12.

Impact on the cash flow statement for the year to 31 March 2014


Cash flow statement (EUR thousands)	31 March 2014 published			Impact IFRS 10, 11, 12			Presentation restatements			31 March 2014⁽¹⁾
Net profit - Group share		50,110			—			—			50,110
Net profit - Minority interests		31			—			—			31
Adjustments for non-cash items:		—			—			—			—
• Depreciation and amortisation charges		16,249			(264	)		—			15,985
• Cost of performance-based shares		2,767			—			—			2,767
• Asset impairment (including goodwill)		—			—			—			—
• Unrealised net loss/(gain) on derivative instruments and revaluation of monetary assets and liabilities		(1,167	)		—			—			(1,167	)
• Movement in provisions for current assets and liabilities and charges		11,301			(897	)		—			10,404
• Other calculated income and expenses		(2,165	)		134			2,031			—
• Net loss/(gain) on asset disposals		50			3			—			53
• Grant income		(439	)		—			—			(439	)
• Share of profit of equity-accounted entities		—			(4,368	)		—			(4,368	)
• Dividends received from equity-accounted joint ventures		—			—			1,255			1,255
• Dilution profit		—			—			—			—
Net cost of financial debt		—			—			9,343			9,343
Income tax charge (including deferred tax)		—			—			26,432			26,432
SELF-FINANCING CAPACITY BEFORE INTEREST AND TAX		76,737			(5,392	)		39,061			110,406
Change in current assets and liabilities		(41,143	)		754			2,337			(38,052	)
Decrease (+) increase (-) in inventories		(17,458	)		848			—			(16,610	)
Decrease (+) increase (-) in trade and other receivables		(33,081	)		5,743			—			(27,338	)
Increase (+) decrease (-) in trade and other payables		14,347			(5,280	)		—			9,067
Increase (+) decrease (-) in income tax		(4,951	)		(557	)		2,337			(3,171	)
Income tax paid		—			—			(30,800	)		(30,800	)
Net financial interest paid		—			—			(8,894	)		(8,894	)
Dividends received from equity-accounted joint ventures		—			1,255			(1,255	)		—
CASH FLOW FROM OPERATING ACTIVITIES		35,594			(3,383	)		449			32,660
Purchase of intangible assets		(7,399	)		4			—			(7,395	)
Purchase of property, plant and equipment		(11,309	)		164			—			(11,145	)
Proceeds from capital grants		189			—			—			189
Proceeds from disposal of PPE and intangible assets		437			(5	)		—			432
Purchase of non-current financial assets		(574	)		—			—			(574	)
Proceeds from sale of non-current financial assets		3,044			—			—			3,044
*Free cash flow*		*19,982*			*(3,220*	)		*449*			*17,211*
Cash and cash equivalents of acquired subsidiaries		(27,410	)		—			—			(27,410	)
Cash and cash equivalents from disposal of subsidiaries		—			—			—			—
Impact of changes in consolidation scope		—			—			—			—
CASH FLOW FROM INVESTMENT ACTIVITIES		(43,022	)		163			—			(42,859	)
Proceeds from new share issue		—			—			—			—
Buyback of treasury shares		1,717			—			—			1,717
Movement in share and merger premiums		—			—			—			—
Other movements in equity (cash-flow hedge)		1,265			—			(1,265	)		—
Dividends paid to parent company shareholders		(13,542	)		—			—			(13,542	)
Dividends paid to minority interests		(2,880	)		—			—			(2,880	)
Proceeds from new borrowings		135,832			—			(449	)		135,383
Repayment of borrowings		(42,416	)		—			1,265			(41,151	)
CASH FLOW FROM FINANCING ACTIVITIES		79,976			—			(449	)		79,527
Net foreign exchange difference		3,797			(123	)		—			3,674
Net increase/(decrease) in total cash and cash equivalents		76,345			(3,343	)		—			73,002
Cash and cash equivalents at beginning of the year		165,913			(982	)		—			164,931
CASH AND CASH EQUIVALENTS AT END OF THE YEAR		242,258			(4,324	)		—			237,934

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12, as well as from presentation restatements.

In determining the restatements related to the initial application of IFRS 10, 11 and 12 in the consolidated cash flow statement, the Group has also made restatements to the presentation intended to improve the readability and clarity of the information presented. These restatements are of the following nature:


				Net			Other			Total presentation
Cash flow statement	Income tax			financial debt			reclassifications⁽¹⁾			restatements
Net profit - Group share		—			—			—			—
Self-financing capacity before interest and tax		28,463			9,343			1,255			39,061
Change in current assets and liabilities		2,337			—			—			2,337
Income tax paid		(30,800	)		—			—			(30,800	)
Net financial interest paid		—			(8,894	)		—			(8,894	)
Dividends received from equity-accounted joint ventures		—			—			(1,255	)		(1,255	)
CASH FLOW FROM OPERATING ACTIVITIES		—			449			—			449
Cash flow from investment activities		—			—			—			—
Cash flow from financing activities		—			(449	)		—			(449	)
Net foreign exchange difference		—			—			—			—
Net increase/(decrease) in total cash and cash equivalents		—			—			—			—
Cash and cash equivalents at beginning of the year		—			—			—			—
CASH AND CASH EQUIVALENTS AT END OF THE YEAR		—			—			—			—

(1)

Of which reclassification of dividends received from equity-accounted entities of EUR 1,255 thousand to self-financing capacity before interest and tax.

Impact on the balance sheet at 31 March 2014

• ASSETS


	31 March 2014		Impact IFRS			31 March 2014⁽¹⁾
(EUR thousands)	Net published		10, 11, 12			Net
Goodwill		663,940		(102	)		663,838
Intangible assets		50,559		(58	)		50,501
Property, plant and equipment		—
Land		5,766		—			5,766
Buildings		22,643		(120	)		22,523
Plant and machinery		30,612		(526	)		30,086
Other property, plant and equipment		9,762		(130	)		9,632
Equity interests in equity-accounted entities		—		—			—
Shareholdings in equity-accounted joint ventures		—		12,337			12,337
Shareholdings in other equity-accounted entities		—		—			—
Other non-current financial assets		—		—			—
Shareholdings in unconsolidated subsidiaries		254		—			254
Other long-term financial investments		2,449		—			2,449
Deferred tax assets		52,422		(684	)		51,738
TOTAL NON-CURRENT ASSETS (I)		838,407		10,717			849,124
Inventories		154,486		(8,125	)		146,361
Work-in-progress on projects		111,360		1,154			112,514
Advances and prepayments paid		2,892		(584	)		2,308
Trade receivables		207,638		(13,064	)		194,574
Other current assets		30,867		1,942			32,809
Taxation receivable		13,191		—			13,191
Current financial assets		7,907		—			7,907
Short-term investments		69,793		—			69,793
Cash		173,742		(4,323	)		169,419
Assets held for sale		—		—			—
TOTAL CURRENT ASSETS (II)		771,876		(23,000	)		748,876
TOTAL ASSETS (I + II)		1,610,285		(12,285	)		1,598,000

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12.

• EQUITY AND LIABILITIES


	31 March 2014 Net			Impact IFRS			31 March 2014⁽¹⁾
(EUR thousands)	Published			10, 11, 12			Net
Shareholders’ equity
Share capital⁽²⁾		14,614			—			14,614
Share premium		90,249			—			90,249
Translation difference		(10,501	)		—			(10,501	)
Consolidated reserves⁽²⁾		405,222			—			405,522
Net profit for the period		50,110			—			50,110
*Total equity – Group share*		*549,994*			—			*549,994*
Minority interests
Share of reserves		27,895			—			27,895
Share of net profit		(242	)		—			(242	)
*Total minority interests*		*27,653*			—			*27,653*
TOTAL CONSOLIDATED EQUITY (I)		577,647			—			577,647
Non-current provisions		38,235			—			38,235
Deferred tax liabilities		34,039			(9	)		34,030
Non-current borrowings and financial debt		407,983			—			407,983
TOTAL NON-CURRENT LIABILITIES (II)		480,257			(9	)		480,248
Current provisions		97,544			(3,171	)		94,373
Current borrowings and financial debt		50,899			—			50,899
Advances and prepayments received		124,043			(1,457	)		122,586
Current liabilities		265,683			(7,132	)		258,551
Tax payable		14,212			(516	)		13,696
TOTAL CURRENT LIABILITIES (III)		552,381			(12,276	)		540,105
TOTAL EQUITY AND LIABILITIES (I + II + III)		1,610,285			(12,285	)		1,598,000

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12.

(2)

Reclassification of treasury shares at 31 March 2014 from “consolidated reserves” to “share capital” for EUR 281 thousands.

NEW STANDARDS OF MANDATORY APPLICATION

•

Amendments to IAS 36 – Recoverable amount disclosures for non-financial assets.

•

Amendments to IAS 39 – Novation of derivatives and continuation of hedge accounting.

•

Amendment to IAS 32 – Offsetting financial assets and financial liabilities.

These mandatory texts applicable from 1 April 2014 had no significant impact on the Group’s financial statements.

NEW STANDARDS AND INTERPRETATIONS ADOPTED BY THE EUROPEAN UNION AND WHOSE APPLICATION IS NOT YET MANDATORY

•

Levies (IFRIC 21): levies charged by public authorities on entities that operate in a specific market.

In the European Union, IFRIC 21 must be applied at the latest on the start date of the first financial year beginning on or after 17 June 2014. This standard will be applied by Faiveley Transport from the financial year beginning 1 April 2015.

•

Employee benefits: employee contributions (amendments to IAS 19R).

•

Annual improvements to IFRS 2010-2012, IFRS 2011-2013.

The impact of these new texts on the consolidated financial statements is currently being analysed by the Group.

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED BY THE EUROPEAN UNION AND WHOSE APPLICATION 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.

Consolidation scope and methods

Pursuant to IFRS 10, companies over which the Group directly or indirectly exercises exclusive control are consolidated using the full consolidation method.

In application of IFRS 11, the financial statements of jointly controlled entities are consolidated using the equity method when they qualify as joint ventures and according to the percentage of each entity’s interest in each balance sheet item and income statement line when they qualify as joint operations.

Other associate companies over which the Faiveley Transport Group exercises significant influence over financial and operational policies are accounted for using the equity method. Significant influence is presumed when the Group holds more than 20% of the voting rights of a company.

Acquisitions or disposals arising during the financial year are reflected in the consolidated financial statements from the date on which effective control is transferred, unless the impact is not material to the income statement in the case of acquisitions carried out at the end of the financial year.

Intra-Group balances and transactions are eliminated for all consolidated companies.

Faiveley Transport Group companies that are consolidated are listed in Note 37. Note 9 lists companies that are not consolidated due to their insignificant impact on the Faiveley Transport Group’s financial statements.

Use of estimates

As part of the preparation of the consolidated financial statements and in accordance with IFRS, Faiveley Transport Group Management must make certain estimates and use assumptions that it considers realistic and reasonable. These estimates and assumptions affect the book value of the assets, liabilities, equity and results, and any contingent assets and liabilities, as presented at the balance sheet date. Group Management regularly reviews its estimates on the basis of the information available to it. When events and circumstances are not in line with expectations, actual results may differ from such estimates.

The main accounting methods whose application necessitates the use of estimates relate to the following items:

RECOGNITION OF THE MARGIN ON LONG-TERM BUILDING AND SERVICE CONTRACTS AND RELATED PROVISIONS (SEE § BELOW – PRESENTATION OF INCOME STATEMENT – 1)

Revenue from long-term building and service contracts is recognised in proportion to the stage of completion of the contracts, in accordance with IAS 11. Project reviews are organised on a regular basis so that the stage of completion and finalisation of the contract can be monitored. If the project review identifies a negative gross margin, a provision is immediately raised in respect of the loss relating to the work not yet carried out.

The total estimated income and expenses in respect of the contract reflect the best estimate of the future benefits and obligations under the contract. The assumptions used to determine the current and future obligations take into account technological, commercial and contractual constraints measured on a contract-by-contract basis.

Obligations under building contracts may result in penalties for delays in a contract’s implementation schedule or an unexpected cost increase due to amendments to the project, a supplier’s or subcontractor’s failure to comply with its obligations or delays caused by unforeseen events or circumstances. Similarly, warranty obligations are affected by product failure rates, equipment wear and tear and the cost of actions needed to return to normal service.

Although the Group measures risks on a contract-by-contract basis, the actual costs resulting from the obligations associated with a contract may prove to be greater than the amount initially estimated. It may therefore be necessary to re-estimate the costs to completion when a contract is still in progress or to re-estimate provisions when a contract is completed.

MEASUREMENT OF DEFERRED TAX ASSETS

The determination of the book values of deferred tax assets and liabilities and the amount of deferred tax assets to be recognised requires management to exercise its judgement as to the level of future taxable profits to be taken into consideration.

MEASUREMENT OF ASSETS AND LIABILITIES IN RESPECT OF RETIREMENT AND OTHER BENEFITS (SEE § BELOW – PROVISIONS FOR LIABILITIES AND CHARGES – 1)

The measurement by the Group of the assets and liabilities relating to defined benefit schemes in accordance with IAS 19 requires the use of statistical data and other parameters used to predict future trends. Such parameters include discount rate, expected return on plan assets, salary increase rate, staff turnover rate and mortality rate. When circumstances where actuarial assumptions prove to be significantly different from actual data subsequently observed, this could result in a substantial amendment to the charge for retirement and similar benefits, actuarial gains and losses and assets and liabilities stated in the balance sheet relating to these commitments.

MEASUREMENT OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS (SEE § BELOW – IMPAIRMENT OF ASSET VALUES

Pursuant to IAS 36, goodwill, including intangible assets with an indefinite useful life, is tested for impairment each year on 31 March or more frequently if there are indications of impairment. The discounted future cash flow model used to determine the fair value of the Cash Generating Units utilises a certain number of parameters including estimated future cash flows, discount rates and other variables, and consequently requires the exercise of judgment to a significant degree.

The assumptions used to carry out impairment tests are the same for property, plant and equipment and intangible assets. Any future deterioration in market conditions or operating performances could result in the inability to recover the current book value of such assets.

INVENTORIES AND WORK-IN-PROGRESS

Inventories and work-in-progress are measured at the lower of cost and net estimated realisable value. Writedowns are calculated on the basis of an analysis of foreseeable trends in demand, technology and market conditions, the aim of which is to identify inventories and work-in-progress that are obsolete or surplus to requirements. If market conditions worsen to a greater degree than was forecast, additional writedowns of inventories and work-in-progress may prove necessary.

STOCK-OPTIONS AND FREE SHARES

Share subscription and/or purchase options as well as free shares granted to certain senior executives and employees of the Group are recognised in accordance with IFRS 2.

Options are measured at the allocation date. The fair value of options is a function of the expected life, exercise price, current price of underlying shares, expected volatility and share price.

The fair value of free shares is estimated on the allocation date, specifically based on their expected life, current price of the underlying shares, expected volatility and share price and takes into account the terms and conditions attached to the share allocation.

This value is recognised as personnel cost between the date of grant and the end of the vesting period and offset under equity.

Translation method

The consolidated financial statements are presented in Euro, the Group’s reporting currency.

FOREIGN CURRENCY-DENOMINATED TRANSACTIONS

Transactions not denominated in the functional currency are translated at the exchange rate on the date when the transaction was first recorded.

At the balance sheet date:

•

foreign currency-denominated monetary items are converted at the closing rate;

•

foreign currency-denominated non-monetary items valued at historical cost are converted at the foreign exchange rate on the transaction date; and

•

foreign currency-denominated non-monetary items valued at fair value are converted using the foreign exchange rate on the date fair value was determined.

FOREIGN CURRENCY-DENOMINATED SUBSIDIARY FINANCIAL STATEMENTS

Subsidiary financial statements are prepared in the currency that is most representative of their economic environment. This currency is deemed to be their functional currency pursuant to IAS 21.

Subsidiary financial statements are translated into Euros using the following exchange rates:

•

closing rate for all balance sheet items, with the exception of the components of equity which continue to be translated at historical exchange rates (translation rates used on the date the subsidiary was acquired by the Group);

•

average rate for the period for income statement and cash flow statement items.

Translation differences arising in respect of the profit or loss and shareholders’ equity are recognised directly in shareholders’ equity under the heading “Translation differences” in the case of the Group’s share, with the portion attributable to third parties being recorded in minority interests.

On the disposal of a foreign subsidiary, the translation differences relating to such disposal and recognised in shareholders’ equity after 1 April 2004 are accounted for in the income statement.

• TRANSLATION EXCHANGE RATES USED IN THE CONSOLIDATION

Closing rate

Average rate

31 March 2015

31 March 2014

31 March 2015

31 March 2014

Thai Baht

EUR 0.028557

EUR 0.022367

EUR 0.024283

EUR 0.023715

Swedish Krona

EUR 0.107641

EUR 0.111753

EUR 0.108360

EUR 0.114393

Czech Koruna

EUR 0.036320

EUR 0.036440

EUR 0.036255

EUR 0.037798

US Dollar

EUR 0.929454

EUR 0.725268

EUR 0.788550

EUR 0.745995

Australian Dollar

EUR 0.706514

EUR 0.669299

EUR 0.690302

EUR 0.694002

Hong Kong Dollar

EUR 0.119872

EUR 0.093482

EUR 0.101700

EUR 0.096164

Singapore Dollar

EUR 0.676865

EUR 0.575838

EUR 0.613296

EUR 0.592516

Taiwan Dollar

EUR 0.029536

EUR 0.023893

EUR 0.025757

EUR 0.024966

Swiss Franc

EUR 0.955749

EUR 0.820075

EUR 0.849768

EUR 0.813206

Pound Sterling

EUR 1.374948

EUR 1.207438

EUR 1.273290

EUR 1.185853

Iranian Rial

EUR 0.000033

EUR 0.000029

EUR 0.000030

EUR 0.000035

Brazilian Real

EUR 0.286058

EUR 0.319734

EUR 0.320736

EUR 0.331311

Russian Rouble

EUR 0.016015

EUR 0.020500

EUR 0.017617

EUR 0.022570

Indian Rupee

EUR 0.014865

EUR 0.012110

EUR 0.012911

EUR 0.012324

Korean Won

EUR 0.000839

EUR 0.000682

EUR 0.000745

EUR 0.000684

Chinese Yuan

EUR 0.149903

EUR 0.116613

EUR 0.127297

EUR 0.121946

Polish Zloty

EUR 0.244774

EUR 0.239699

EUR 0.238848

EUR 0.237865

Balance sheet date

All companies are consolidated on the basis of financial statements drawn up at 31 March 2015.

Income statement presentation

1 - SALES REVENUE AND COST OF SALES RECOGNITION

In accordance with IAS 18.20, sales arising from contracts of less than one year in duration, which primarily relate to the sale of spare parts, are recorded upon transfer of risks and rewards, which is generally at the time of delivery to the customer. The same applies to short-term service provisions, carried out from time to time.

For services provided over a longer period, sales are recognised based on the percentage of completion of services.

Sales arising from equipment manufacturing contracts of more than one year in duration are recognised using the percentage of completion method in accordance with IAS 11. A contract consists of two phases: an engineering phase relating to product design and a production phase relating to their manufacture. Contractually, engineering work is invoiced to customers on the basis of the stage of technical completion. Manufactured products are subsequently delivered and invoiced to the customers in accordance with the delivery dates provided for in the contract. Percentage of completion is measured in the large majority of cases on the basis of relating actual sales billed and delivered to the total sales value of the contract. The total estimated cost of completion includes direct costs (such as raw materials, labour and engineering) relating to the contracts. This includes costs already committed and future costs, including warranty costs and costs specific to the probable risks. Provision charges for losses to completion and other provisions on contracts are recorded as cost of sales in the income statement if, during the review of the contracts, it seems probable that the costs to which they relate will arise.

Changes in the conditions of contract fulfilment and all changes to margins at completion are recorded as cost of sales in the income statement in the period in which they are identified.

Warranty provisions are valued based on contract terms and an assessment of risks based on sector knowledge.

2 - OPERATING PROFIT AFTER SHARE OF PROFIT OF EQUITY-ACCOUNTED ENTITIES

Operating profit after share of profit of equity-accounted entities is the indicator used by the Group to present a level of operational profitability that can be used to forecast recurring performance.

This aggregate includes gross profit, research and development costs, sales, marketing and administrative costs and other operating income and expenses. It also includes the share of retirement and other benefits corresponding to the cost of services provided during the period, the cost of employee share-based payments and profit-sharing plans, as well as foreign exchange gains and losses related to operating activities. Lastly, it includes the share of profit of equity-accounted entities.

3 - FINANCIAL INCOME AND EXPENSES

Financial income and expenses include:

•

interest income and expense on the consolidated net debt, which consists of borrowings, other financial liabilities (including liabilities in respect of finance leases) and cash and cash equivalents;

•

dividends received from unconsolidated equity investments;

•

the effect of discounting financial provisions;

•

changes in financial instruments;

•

foreign exchange gains and losses on financial transactions.

4 - INCOME TAX

The Group calculates its income tax in accordance with tax laws applicable in the country where profits are taxable and in accordance with IAS 12.

The current tax liability is calculated using the tax laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Group’s subsidiaries and associates operate and generate taxable profits. Management periodically assesses tax positions taken in light of applicable tax regulations, where the latter are subject to interpretation, and determines, if applicable, the amounts it expects to pay to tax authorities.

Temporary differences between the book value of assets and liabilities and their tax base, tax losses carried forward and unused tax credits are identified in each taxable entity (or tax group, if applicable). The corresponding deferred tax is calculated using the tax rates that have been enacted or substantively enacted for the financial year during which assets will be realised or liabilities settled (see § Deferred tax).

Pursuant to the Conseil National de la Comptabilité (CNC) communication of 14 January 2010 relating to the accounting treatment of the component based on value added (CVAE) of the CET tax (Contribution Economique Territoriale) introduced in France by the 2010 Finance Act of 31 December 2009, following an analysis carried out by the Group and in light of its specific features, it was decided to treat the value-added based CVAE as income tax, in order to remain consistent with the classification of similar taxes in Germany and Italy (Gewerbesteuer and IRAP, respectively).

5 - PROFIT OR LOSS OF OPERATIONS HELD FOR DISPOSAL AND DISCONTINUED OPERATIONS

The net of tax profit or loss from discontinued operations as defined by IFRS 5 is presented under a separate heading in the income statement. It includes the net profit or loss of such activities during the year and up to their date of disposal, as well as the net gain or loss on the disposal itself.

6 - EARNINGS PER SHARE

Basic earnings per share is calculated based on the profit attributable to holders of ordinary shares of the parent company, divided by the weighted average number of ordinary shares outstanding during the financial period. Since the shares of the consolidating entity held by itself are deducted from shareholders’ equity, these shares are excluded from the weighted average number of outstanding shares.

Diluted earnings per share is calculated based on the weighted average number of shares outstanding during the financial period adjusted for the number of shares that would be generated by the exercise of share subscription options or purchase options granted by the Group as per the conditions of IAS 33.45 and subsequent.

Intangible assets

1 - GOODWILL

On each acquisition, the Group identifies and assesses the fair value of all assets and liabilities acquired, particularly intangible assets and property, plant and equipment, brands, inventories, work-in-progress and all provisions for liabilities and charges.

The unallocated difference between the cost of securities in companies acquired and consolidated and the fair value of assets and liabilities is recorded as goodwill. Where this difference is negative, it is taken directly to the income statement. When this difference is positive, it is recognised in the balance sheet.

In case of the partial acquisition of a company, goodwill will either be recognised based on the percentage of ownership of this new entity or fully consolidated, i.e. taking account of the share attributable to minority interests.

Acquisitions of minority interests in subsidiaries that are already fully consolidated

Prior to the application of revised IAS 27, the Group had elected to recognise additional goodwill, which corresponded to the difference between the acquisition cost of securities and the additional share in consolidated equity that these securities represented.

Since the implementation of this standard, acquisitions of minority interests are now recognised as a deduction from the Group’s share of shareholders’ equity.

Accounting treatment of put options on minority interests

Similar to the accounting treatment used for acquisitions of minority interests, the Group elected to use the option to recognise additional goodwill as part of the accounting treatment of put options on minority interests that existed prior to 1 April 2010. Put options granted after revised IFRS 3 and IAS 27 became applicable are recognised as a deduction from equity (see below Financial Assets and Liabilities - § 6).

2 - INTANGIBLE ASSETS ACQUIRED SEPARATELY OR PURSUANT TO A BUSINESS COMBINATION

Intangible assets acquired separately are recorded in the balance sheet at their historical cost.

Intangible assets (primarily brands) resulting from the valuation of assets of acquired companies are recorded in the balance sheet at their fair value, determined generally on the basis of appraisals by external experts when significant in value.

Intangible assets, other than those with indefinite useful lives, are amortised on a straight-line basis over their estimated useful lives, which are as follows:


• Software			1 to 10 years
• Patents			5 to 15 years
• Development costs			3 years

3 - INTERNALLY-GENERATED INTANGIBLE ASSETS

Research costs are expensed immediately when incurred.

Development costs on new projects are capitalised if all of the following criteria are met:

•

the project is clearly identifiable and its related costs are separately identified and reliably measured;

•

the technical feasibility of the project has been demonstrated and the Group has the intent and the financial capability to complete the project and to use or to sell the products derived from this project;

•

it is probable that the project developed will yield future economic benefits for the Group.

These costs relate to the purchase of raw materials and labour. Capitalised project development costs are amortised on a straight-line basis over 3 years.

Property, plant and equipment

Property, plant and equipment are measured at their acquisition cost or at their fair value when new subsidiaries are acquired. Depreciation is calculated separately for every asset component that has a distinct useful life. The useful lives of the assets concerned are generally deemed to be as follows:


• Buildings			15 to 25 years
• Fixtures and fittings			10 years
• Industrial machinery and equipment			5 to 20 years
• Tools			3 to 5 years
• Vehicles			3 to 4 years
• Office equipment and furniture			3 to 10 years

Assets acquired under finance leases are recorded as assets when the lease agreement transfers substantially all the risks and rewards inherent to ownership of an asset to the Group. At each balance sheet date, a finance lease recognised as an asset gives rise to a depreciation charge (consistent with the depreciation policy applicable to other depreciable assets of the same nature). Lease agreements for which the risks and rewards of ownership are not transferred to the Group are treated as operating leases, with corresponding lease payments expensed on a straight-line basis over the lease term.

Impairment of asset values

Goodwill and intangible assets with indefinite useful lives are tested for impairment each year.

Intangible assets and property, plant and equipment with finite useful lives are tested for impairment as soon as there is any indication that such assets may have become impaired. Where relevant, a provision for impairment is recognised.

Impairment testing involves comparing the recoverable amount of the asset with its net book value. Recoverable amount is the higher of fair value less costs to sell the assets and its value in use.

Tests are carried out on the basis of Cash Generating Units (CGUs) to which these assets can be allocated. A CGU is a consistent group of assets whose continuous utilisation generates cash inflows that are largely independent of cash inflows generated by other groups of assets.

The value in use of a CGU is determined based on the present value of the estimated future cash flows to arise from these assets, within the framework of economic assumptions and operating conditions anticipated by Group Management. The measurement carried out is based mainly on the Group’s three-year plan. Cash flows beyond that timeframe are extrapolated by applying a stable growth rate.

The recoverable amount is the sum of the present value of the cash flows and the present value of the terminal residual value. The discount rate is determined using the sector’s weighted average cost of capital.

When this value is less than the book value of the CGU, an impairment loss, first allocated to goodwill, is recognised.

In the event of an indication of a recovery in value, this impairment loss may eventually be reversed to the extent that it does not exceed the net book value of the asset at the same date had it not been subject to a writedown. Impairment losses recorded on goodwill may not be reversed.

Financial assets and liabilities

Pursuant to IAS 32 and IAS 39, financial assets and liabilities comprise operating receivables and liabilities, financial loans and liabilities, shareholdings in unconsolidated companies, marketable securities, borrowings and other financial liabilities and derivative financial instruments.

On initial recognition, a financial instrument is valued at fair value, adjusted for issue costs:

•

fair value, as defined by the applicable IAS, corresponds as a general rule to transaction value, with exceptions discussed below;

•

under the IAS, the term “issue costs” is used to mean all of the ancillary costs directly attributable to the acquisition or implementation of the financial instruments.

Specific cases where fair value differs from the value on initial recognition in the balance sheet include loans, borrowings, operating receivables and liabilities which are interest-free or at beneficial rates. In such specific cases, fair value is calculated by discounting the cash flows associated with the financial instrument, using the market rate increased by a risk premium.

At future balance sheet dates, financial assets and liabilities are recorded at either their amortised cost or fair value depending on the class of assets or liabilities to which they belong.

The accounting treatment of identified financial assets and liabilities is as follows:

1 - OPERATING RECEIVABLES

At each balance sheet date, the Group assesses whether there is an objective indication of impairment of a receivable. If there are objective indications of impairment in respect of assets recognised at amortised cost, the book value of the asset is reduced via the use of an impairment account. The amount of the impairment is recognised in the income statement.

If the amount of the impairment reduces during a subsequent accounting period, and if such reduction can be objectively linked to an event that occurred after the recognition of the impairment, the impairment loss previously recognised is reversed to the extent that the book value of the asset does not exceed the amortised cost on the date the impairment loss is reversed. Any subsequent reversal is recognised in the income statement.

Regarding doubtful trade receivables, a provision is raised when there is an objective indication of the Group’s inability to recover all or part of the amounts due under the terms contractually laid down in respect of the transaction. Significant financial difficulties encountered by the debtor, the probability that the debtor will become bankrupt or undergo a financial restructuring or payment default are indications of the impairment of a receivable. The book value of the trade receivable is reduced via the use of a value adjustment account.

Within the framework of the factoring of trade receivables, an analysis of the risks and rewards relating to the transfer of such receivables must be conducted pursuant to IAS 39 (credit risk and interest rate risk primarily):

•

if the risks and rewards are substantially transferred, the receivables are deconsolidated from the balance sheet against cash;

•

if the risks and rewards are substantially retained, the receivables are maintained on the balance sheet with a corresponding liability being recognised, the transaction being accounted for as a borrowing guaranteed by receivables.

2 - FINANCIAL RECEIVABLES AND LOANS

These financial instruments are also recorded at their amortised cost. They are subject to valuation tests, which are realised when there is an indication that their recoverable amount is less than their book value, in accordance with the same principles as those described in paragraph “1 - operating receivables”. The impairment loss is recorded in the income statement as are any loss reversals.

3 - SHAREHOLDINGS IN UNCONSOLIDATED COMPANIES

These financial instruments are classified as assets held for sale. They are unlisted shares for which the fair value cannot be reliably determined and therefore the book value at which they are recognised is their acquisition cost.

In the event of an objective indication of impairment of the financial asset (notably a significant and sustained drop in its value), the impairment loss is recognised in the income statement and may not be reversed in a subsequent period other than on the sale of the shareholding concerned.

4 - CASH, MARKETABLE SECURITIES AND CASH EQUIVALENTS

Cash and marketable securities reflected in the balance sheet include cash balances, bank accounts, term deposits maturing in less than three months and securities that can be traded on official exchanges. These short-term instruments comprise money market funds and certificates of deposit. They are considered by the Group as financial assets held for trading and are valued at their fair value, with any movements in fair value recorded to the income statement.

In the case of highly liquid short-term investments (maturity not exceeding three months), it is assumed that their fair value is equal to their book value (capitalised interest included). Such items are therefore classified as cash equivalents.

5 - BORROWINGS AND OTHER FINANCIAL LIABILITIES

Borrowings are initially recognised net of related expenses. Their cost is amortised using the effective interest rate method. Other financial liabilities are recognised at amortised cost.

6 - PUT OPTIONS HELD BY MINORITY SHAREHOLDERS IN GROUP SUBSIDIARIES

If the put options held by minority shareholders in Group subsidiaries have an impact on the transfer of risks and rewards associated with underlying securities, the put option gives rise to the recognition of a firm and immediate acquisition of the securities, with their payment being deferred.

In accordance with IAS 32, put options are recognised as financial liabilities if they have no impact on the transfer of risks and rewards. The amount reflected in the balance sheet corresponds to the present value of the exercise price of put options, measured according to the discounted future cash flow method. This liability is offset under equity.

Subsequent fair value movements are recognised:

•

in equity, for the estimated change in value of the exercise price;

•

in net financial income (expense) for the reversal of debt discounting.

Derivative financial instruments

The Group uses derivative financial instruments to manage its exposure to movements in interest rates and in the exchange rates of foreign currencies. As part of its hedging policy, the Group uses interest rate swaps and contracts for forward purchases and sales of currencies. The Group may also use option contracts.

1 - 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. The management of exchange risk is centralised by the parent company’s Treasury Department and comprises two parts:

•

exchange risk management relating to tenders in foreign currencies (uncertain risk);

•

exchange risk management relating to commercial contracts (certain risk).

The Group’s policy is to hedge all expected future transactions in each major currency.

2 - INTEREST RATE RISK

The Group manages its interest rate cash flow risk through the use of variable rate against fixed rate swaps or options. From an economic point of view, the effect of these interest rate swaps or caps is to convert variable rate borrowings into fixed rate borrowings. The Group may also use structured instruments that do not qualify for hedge accounting.

A detailed description of the exchange and interest rate risks is provided in Note 20: management of financial risks.

3 - DERIVATIVE FINANCIAL INSTRUMENTS GENERAL ACCOUNTING RULES

The derivative instruments used by the Group qualify for accounting purposes as hedges if the derivative is eligible for hedge accounting and if the hedging relationship is documented in accordance with the principles of IAS 39.

The derivative hedge instruments are recorded in the balance sheet at their fair value. The recognition of movements in the fair value of derivative instruments depends on the following three classifications:

•

fair value hedges: movements in the fair value of the derivative are taken to the income statement and offset, to the extent of the effective part, the movements in fair value of the underlying asset, liability or firm commitment, also recorded in the income statement. Forward exchange transactions and exchange swaps that cover certain commercial contracts and financial assets and liabilities denominated in foreign currencies are considered as fair value hedges;

•

hedging future flows: movements in fair value are recorded in equity for the effective part and reclassified in income when the item covered affects the latter. The ineffective part is taken directly to financial income and expense. Interest rate derivative instruments, as well as budget cash flow hedges are treated as future cash flow hedges;

•

transaction derivatives: the movements in the fair value of the derivative are recorded in financial income and expenses.

Inventories and work-in-progress

Inventories and work-in-progress include raw materials, work-in-progress and finished products. They are stated at the lower of production cost and estimated net realisable value.

Raw materials are measured using the weighted average cost method.

Work-in-progress and finished products are measured at their production cost. The cost of inventories includes direct raw material costs and, where relevant, direct labour costs as well as overheads incurred in bringing the inventories to their present location and condition.

Writedown is recognised to take account of obsolescence (see § above Use of estimates – inventories and work-in-progress).

Non-current assets held for disposal and discontinued operations

IFRS requires the separate disclosure in the balance sheet of the total value of assets and liabilities of operations held for disposal without any offset. IFRS also requires the separate disclosure in the income statement of the total after tax profit realised from discontinued operations.

Non-current assets held for disposal may no longer be depreciated or amortised. They are valued at the lower of their book value and fair market value net of disposal costs.

Treasury shares

Faiveley Transport parent company shares held by the subsidiaries or the parent company are deducted from consolidated equity, with any gains or losses on their disposal being directly allocated to equity.

Provisions for liabilities and charges

1 - PROVISIONS FOR RETIREMENT BENEFITS AND OTHER EMPLOYEE COMMITMENTS

In accordance with the laws and practices of each country, Faiveley Transport Group participates in retirement benefit plans, social security plans, medical plans and employment termination indemnity schemes, with benefits based on several factors including seniority, wages and payments made into mandatory general plans.

These plans may be defined-benefit or defined-contribution plans.

Post-employment benefits – defined benefits

Following retirement, Group employees receive benefits (pension or allowance) funded by a number of Group companies. These defined benefit plans primarily concern the United Kingdom, Germany, France and Italy.

In the United Kingdom and Germany, the majority of these plans involve supplementary pension plans. In the United Kingdom, commitments are pre-financed by plan assets.

In France, employees are granted by law a retirement benefit for an amount that varies according to the applicable collective agreement, seniority of employment and end-of-career salary. This benefit is paid by the employer when the employee retires.

In Italy, the law provides for the payment by companies of the “Trattamento di Fine Rapporto” (Severance pay) or TFR for the benefit of employees. The TFR is funded by a 7.4% contribution paid by the employer and is accumulated so as to provide the employee with a lump sum when leaving the Company. The impact of the TFR reforms has been integrated since 31 March 2008. The provision established in the Company’s financial statements relates to rights acquired prior to 1 January 2007. For rights acquired subsequently, the employer’s commitment is limited to the payment of contributions to external funds.

Commitments for defined benefit plans are calculated based on the projected unit credit method. From the financial year beginning 1 April 2013, actuarial gains and losses are recognised under items of other comprehensive income in accordance with revised IAS 19.

Post-employment benefits – defined contributions

Contributions into defined contribution plans are expensed when made.

Other long-term benefits

Other long-term benefits primarily concern Germany (seniority bonuses and early retirement schemes) and France (seniority awards).

Actuarial differences for this type of plan are expensed when they arise.

The net expense for retirement commitments and similar benefits is broken down between cost of sales and structure costs, according to the distribution of the Company workforce.

2 - OTHER PROVISIONS FOR LIABILITIES AND CHARGES

In accordance with IAS 37, the Faiveley Transport Group recognises a provision when an obligation to a third party arises that will result in a probable loss or liability that can be reasonably measured. The Group reports a contingent liability as an off-balance sheet commitment when there is only a possibility of a resulting loss or liability or when it cannot be reasonably measured.

These provisions are determined based on the best knowledge available concerning risks incurred and their probability of realisation and are allocated to specific risks. They cover, in particular:

•

probable after sales service expenditure arising from mechanical warranties;

•

probable expenditure for industrial risks covered by contractual guarantees. The measurement of the provision amount is based on such factors as the products’ technical complexities, their innovative nature, geographical proximity, etc.;

•

litigation risks;

•

losses at completion for the part exceeding the amounts due by the customers;

•

restructuring costs when the restructuring has been officially announced and is subject of a detailed plan or whose execution has already begun.

These provisions are valued at their present value when their impact is significant and their measurement reasonably reliable.

Provisions for guarantees are calculated according to the percentage related to the type of product manufactured and experience gained of its reliability over time. The percentages vary from 1% to 6% according to the products and are applied to the sales achieved by project.

Deferred tax

In accordance with IAS 12, deferred tax is calculated using the balance sheet liability method (use of tax rates adopted or virtually adopted at the balance sheet date) for all temporary differences between the accounting and tax treatments of assets and liabilities of each Group entity noted at the balance sheet date.

Deferred tax assets arising from tax losses carried forward are recognised when it is probable that the Group will realise taxable profits in the financial years during which the unused tax losses can be offset.

Deferred tax assets arising from tax losses carried forward are recognised when it is probable that the Group will realise sufficient taxable profits in the next financial year to offset against the tax loss incurred.

Segment reporting

In light of criteria defined by IFRS 8 and given the Group’s internal organisation (steering of activities by project, with projects generally comprising several products and involving the participation of several Group subsidiaries) and the structure of the market, the Group opted for a presentation similar to IAS 14, pursuant to IFRS 8, consisting of presenting information for the rail segment. In addition, it was deemed appropriate to retain an analysis by geographic region.

Segment reporting is presented in Note 23.

NOTE 4

CHANGES IN CONSOLIDATION SCOPE

Newly-created companies

Nil.

Acquisitions

ACQUISITION OF MINORITY INTERESTS

On 22 October 2014, a signed agreement was entered into allowing Faiveley Transport to acquire the 25% minority interests in NOWE GmbH, after the minority shareholders in that subsidiary exercised their put option. Faiveley Group’s percentages of control and interest in NOWE GmbH increased to 100% following this acquisition. Since the purchase price of these minority interests (EUR 1,880 thousand) was equal to the value of the financial debt recognised for the put option, this transaction had no impact on Group equity.

SUMMARY OF ACQUISITIONS DURING THE LAST THREE FINANCIAL YEARS

Companies acquired

Main business

Acquisition date

% interest

Acquisition cost

2014/2015

2013/2014

Schwab Verkehrstechnik AG

Design and manufacture
of couplers and buffers

17 May 2013

100

CHF 37,000 thousand

2012/2013

Nil

Disposals and companies no longer consolidated

Faiveley Transport Acquisition AB (the “Merged Entity” hereafter) has been merged into Faiveley Transport Malmö AB (the “Merging Entity” hereafter) with retrospective effect from 1 April 2014. Since the Merged Entity was held by the Merging Entity prior to the merger, the shares in the Merging Entity were transferred to the former shareholders of the Merged Entity following this reverse merger. This transaction had no impact on either the consolidated income statement or consolidated equity.

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 SA by the holding company Faiveley Transport in 2008; these two companies have since merged into the current Faiveley Transport parent company.

This goodwill was measured 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 the cash generating units or groups of cash generating units used by Faiveley Transport for in-house monitoring:

The following table provides details of goodwill as at 31 March 2015:


			Accumulated		Net		Net
	Gross		impairment		31 March 2015		31 March 2014⁽¹⁾
Faiveley Transport minority interests		265,778		—		265,778		265,778
Sab Wabco Group (brakes and couplers)		234,004				234,004		234,004
Graham-White Manufacturing Co. (compressed air drying and brake components)		91,295		—		91,295		71,239
Amsted Rail-Faiveley LLC/Faiveley Transport North America Inc. (brake components)		41,878		—		41,878		32,678
Faiveley Transport NSF (air conditioning)		10,057		—		10,057		10,057
Faiveley Transport Nowe GmbH (sanding systems)		3,273		—		3,273		3,298
Faiveley Transport Tours⁽²⁾		6,061		—		6,061		6,061
Faiveley Transport Schweiz AG (formerly Urs Dolder AG) (heating)		2,781		—		2,781		2,386
Faiveley Transport Gennevilliers (sintered brakes)		13,470		—		13,470		13,470
Schwab Verkehrstechnik AG		25,670		—		25,670		22,027
Other		2,845		—		2,845		2,841
TOTAL		697,112		—		697,112		663,838

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Goodwill recognised following the purchase of Espas Group.

2014/2015 CHANGE


	Gross		Adjustments											Gross
	31 March		to opening						Impairment		Other			31 March
	2014⁽¹⁾		goodwill		Acquisitions		Disposals		test		movements			2015
Faiveley Transport minority interests		265,778		—		—		—		—		—			265,778
Sab Wabco Group (brakes and couplers)		234,004		—		—		—		—		—			234,004
Graham-White Manufacturing Co. (compressed air drying and brake components)		71,239		—		—		—		—		20,056	⁽²⁾		91,295
Amsted Rail-Faiveley LLC/Faiveley Transport North America Inc. (brake components)		32,678		—		—		—		—		9,200	⁽²⁾		41,878
Faiveley Transport NSF (air conditioning)		10,057		—		—		—		—		—			10,057
Faiveley Transport Nowe GmbH (sanding systems)		3,298		—		—		—		—		(25	)⁽³⁾		3,273
Faiveley Transport Tours		6,061		—		—		—		—		—			6,061
Faiveley Transport Schweiz AG (formerly Urs Dolder AG) (heating)		2,386		—		—		—		—		395	⁽⁴⁾		2,781
Faiveley Transport Gennevilliers (sintered brakes)		13,470		—		—		—		—		—			13,470
Schwab Verkehrstechnik AG		22,027		—								3,644	⁽⁴⁾		25,670
Other		2,841		—		—		—		—		4			2,845
TOTAL		663,838		—		—		—		—		33,274			697,112

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

These movements are due to the translation difference on goodwill recognised in US Dollars: Graham-White Manufacturing Co. (USD 98,224 thousand) and Amsted Rail-Faiveley LLC/Faiveley Transport North America Inc. (USD 45,057 thousand).

(3)

Adjustment to the goodwill of Faiveley Transport Nowe GmbH following the discounting of the put option on shares held by minority interests.

(4)

These movements are due to the translation difference on goodwill recognised in CHF: Faiveley Transport Schweiz AG (CHF 2,910 thousand) and Schwab Verkehrstechnik AG (CHF 26,859 thousand).

2013/2014 CHANGE


	Gross		Adjustments											Gross
	31 March		to opening						Impairment		Other			31 March
	2014⁽¹⁾		goodwill		Acquisitions		Disposals		test		movements			2015
Faiveley Transport minority interests		265,778		—		—		—		—		—			265,778
Sab Wabco Group (brakes and couplers)		234,004		—		—		—		—		—			234,004
Graham-White Manufacturing Co. (compressed air drying and brake components)		76,708		—		—		—		—		(5,469	)⁽¹⁾		71,239
Amsted Rail-Faiveley LLC/Faiveley Transport North America Inc. (brake components)		35,187		—		—		—		—		(2,509	)⁽¹⁾		32,678
Faiveley Transport NSF (air conditioning)		10,057		—		—		—		—		—			10,057
Faiveley Transport Nowe GmbH (sanding systems)		4,763		—		—		—		—		(1,465	)⁽²⁾		3,298
Faiveley Transport Tours		6,061		—		—		—		—		—			6,061
Faiveley Transport Schweiz AG (formerly Urs Dolder AG) (heating)		2,264		—		—		—		—		122			2,386
Faiveley Transport Gennevilliers (sintered brakes)		13,470		—		—		—		—		—			13,470
Schwab Verkehrstechnik AG		—		—		21,567		—		—		460			22,027
Other		2,943		—		—		—		—		—			2,943
TOTAL		651,235		—		21,567		—		—		(8,861	)		663,941

(1)

(2)

Adjustment to the goodwill of Faiveley Transport Nowe GmbH following the discounting of the put option on shares held by minority interests.

At least once a year, at year-end, the Group carries out an impairment test on groups of cash generating units to which goodwill has been allocated. This test involves comparing their book value and their recoverable amount. Should the recoverable amount fall below the book value, impairment is recognised for the difference. No impairment was recognised in the current period nor in the previous period.

The recoverable amount of all groups of cash generating units to which goodwill has been allocated was determined based on their estimated value in use.

The value in use is measured based on future cash flow forecasts approved by Management and covering a period of 3 years. This period includes the budget prepared for the year that follows the year for which financial statements have been prepared and the following two years for the business plan. The Group benefits from very high visibility regarding future business activity. Its order book at 31 March 2015 equates to 29 months of sales for Original Equipment and about 10 months for Services.

In determining the value in use, cash flows are determined based on standard WCRs, not taking account of potential restructuring and capital expenditures that may improve asset performance.

Future cash flow forecasts estimated beyond the three-year period are extrapolated using a growth rate corresponding to the expected growth rates of the markets in which the Group operates, i.e.:

•

2.5% for the two years that follow the last year of the plan;

•

1.5% for the following years and to infinity.

Future cash flows are discounted using the Weighted Average Cost of Capital (WACC) as discount rate. This rate differs depending on the geographic location of the groups of CGUs:


	France			United States			Other countries
Discount rate before tax		11.7	%		12.7	%		13.1	%

The discount rate is determined based on the following market data:


Market data	France			United States			Other countries
Risk-free rate on 10-year French government bonds		1.5	%		2.5	%		2.8	%
Beta of sector		1.22			1.22			1.22
Market risk premium		7	%		7	%		7	%

In addition to market data, Company parameters taken into account in the calculation of the discount rate include:

•

estimated cost of debt: 1.5%. This rate includes, proportionally to the weighting of variable rate debt in total debt, an average spread of 0.85% and a swap rate of 0.23%;

•

equity/debt ratio at the balance sheet date.

Given the Group’s business model, the key assumptions that make it possible to determine the recoverable amount are the growth rate and the discount rate. The Group considers that no reasonably likely change in key assumptions could lead the recoverable amount to fall below the book value. Sensitivity tests have been carried out on the two most significant goodwill items:

•

for the Faiveley Transport CGU minority shareholders, the recoverable amount is estimated at EUR 1,048 million, with a net book value of EUR 824 million.

An increase or a decrease of 1% in the 1.5% growth rate to infinity would have a positive impact of 6.2% and negative impact of 5.2% on the recoverable amount. Therefore, the recoverable amount would be EUR 1,114 million and EUR 993 million respectively. An increase or a decrease of 1% in the 12.5% discount rate would have a negative impact of 7.2% and a positive impact of 8.9% on the recoverable amount. Therefore, the recoverable amount would be EUR 973 million and EUR 1,141 million respectively;

•

for the Sab Wabco Group of CGUs, the recoverable amount has been estimated at EUR 584 million, for a net book value of EUR 265 million.

An increase or a decrease of 1% in the 1.5% growth rate to infinity would have a positive impact of 5.8% and negative impact of 4.9% on the recoverable amount. Therefore, the recoverable amount would be EUR 618 million and EUR 555 million respectively.

An increase and a decrease of 1% in the 12.5% discount rate would have a negative impact of 7.3% and a positive impact of 9% on the recoverable amount. Therefore, the recoverable amount would be EUR 541 million and EUR 636 million.

NOTE 6

INTANGIBLE ASSETS


			Amortisation		Net		Net
	Gross		charges		31 March 2015		31 March 2014⁽¹⁾
Development costs		24,475		10,574		13,901		11,271
Patents, trademarks and licences		30,707		23,992		6,716		4,686
Business goodwill		15		—		15		15
Other intangible assets		40,242		2,560		37,682		34,529
TOTAL		95,439		37,126		58,314		50,501

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

At 31 March 2015, intangible assets were broken down as follows:

•

development costs: they include 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 (EUR 4,000 thousand) and computer software amortised over a maximum of 10 years;

•

other intangible assets primarily include:

•

intangible assets identified and measured (in particular, sales agency agreements) as part of the creation of the Amsted Rail-Faiveley LLC joint venture, for a gross amount of EUR 10.7 million (USD 11.5 million),

•

the value of the customer portfolio contributed by the acquisition of Graham-White Manufacturing Co. for EUR 3.1 million (USD 3.3 million),

•

the value of the customer portfolio contributed by the acquisition of Schwab, for a gross amount of EUR 5.9 million (CHF 6.2 million) and expertise of EUR 0.9 million (CHF 0.9 million),

•

costs incurred of EUR 18.7 million corresponding to the implementation of a major IT system integration programme, whose objective is to optimise organisations, processes, tools and the sharing of technical data within the Faiveley Transport Group.

2014/2015 CHANGE


	Development			Patents, trademarks			Business			Other intangible
	costs			and licences			goodwill			assets			Total
Gross 31 March 2014⁽¹⁾		19,034			25,918			15			35,874			80,841
Changes in consolidation scope		—			—			—			—			—
Acquisitions		5,168	⁽²⁾		919			—			3,359			9,446
Disposals		—			(26	)		—			(0	)		(26	)
Other movements		273			3,897			(0	)		1,010			5,179
GROSS 31 MARCH 2015		24,475			30,708			15			40,242			95,440
Accumulated amortisation at 1 April 2014⁽¹⁾		(7,763	)		(21,232	)		—			(1,345	)		(30,340	)
Changes in consolidation scope		—			—			—			—			—
Charges to provision		(2,757	)		(2,273	)		—			(794	)		(5,823	)
Reversal of provision		—			25			—			—			25
Other movements		(54	)		(512	)		—			(421	)		(988	)
ACCUMULATED AMORTISATION AT 31 MARCH 2015		(10,574	)		(23,992	)		—			(2,560	)		(37,126	)
NET AMOUNTS		13,901			6,716			15			37,682			58,314

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Development costs capitalised over the period.

NOTE 7

PROPERTY, PLANT AND EQUIPMENT


	Gross		Depreciation charges		Net 31 March 2015		Net 31 March 2014⁽¹⁾
Land		5,920		250		5,670		5,767
Buildings		77,760		58,585		19,175		22,524
Plant and machinery		167,906		135,843		32,063		30,087
Other PPE		43,260		35,133		8,127		7,201
Under construction		5,568		—		5,568		2,428
TOTAL		300,414		229,811		70,603		68,007

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

2014/2015 CHANGE


							Plant and			Other property,			Under
	Land			Buildings			machinery			plant and equipment			construction		Total
Gross 1 April 2014⁽¹⁾		6,011			81,142			157,311			39,742			2,428		286,634
Changes in consolidation scope		—			—			—			—			—		—
Acquisitions		—			1,462			6,961			2,994			2,706		14,122
Disposals		—			(149	)		(5,800	)		(1,196	)		—		(7,145	)
Other movements		(91	)		(4,695	)⁽²⁾		9,434			1,719			434		6,802
GROSS 31 MARCH 2015		5,920			77,760			167,906			43,259			5,568		300,414
Accumulated depreciation at 1 April 2014⁽¹⁾		(244	)		(58,618	)		(127,224	)		(32,541	)		—		(218,627	)
Changes in consolidation scope		—			—			—			—			—		—
Charges to provision		(4	)		(1,838	)		(7,480	)		(2,301	)		—		(11,623	)
Reversal of provision		—			71			5,729			1,131			—		6,930
Other movements		(2	)		1,800	⁽²⁾		(6,866	)		(1,422	)		—		(6,491	)
ACCUMULATED DEPRECIATION AT 31 MARCH 2015		(250	)		(58,586	)		(135,842	)		(35,133	)		—		(229,811	)
NET AMOUNTS		5,671			19,175			32,065			8,126			5,568		70,603

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

A building of the Leipzig company was reclassified as an asset held for sale with a gross value of EUR 4,177 thousand and depreciation of EUR 3,530 thousand. A second building owned by Faiveley Transport North America Inc. was also reclassified as an asset held for sale with a gross value of EUR 5,241 thousand and depreciation of EUR 572 thousand.

The majority of Group sites are owned outright or through operating leases, except the property assets of Faiveley Transport Ibérica, which are leased financed.

PROPERTY, PLANT AND EQUIPMENT ACQUIRED UNDER FINANCE LEASES

The following table provides an analysis of property, plant and equipment acquired under finance leases:


	Gross		Depreciation charges		Net 31 March 2015		Net 31 March 2014
Software licences		1,079		68		1,011		1,028
Land		—		—		—		—
Buildings		3,106		842		2,264		2,438
Plant and machinery		—		—		—		—
TOTAL		4,185		910		3,275		3,466

FINANCE LEASES

Finance lease contracts relate to the property assets of Faiveley Transport Ibérica and software licences. The future minimum lease payments on non-cancellable leases are shown in the table below:


	31 March 2015		31 March 2014
Less than 1 year		202		206
1 to 5 years		865		859
More than 5 years		233		462
TOTAL FUTURE LEASE PAYMENTS		1,300		1,527
Less financial interest		—		(46	)
FINANCIAL LIABILITIES ATTACHED TO FINANCE LEASES		1,300		1,481

The value of these financial liabilities is less than the amounts listed under non-current assets since the repayment period of these liabilities is shorter than the depreciation period of the corresponding assets.

NOTE 8

INVESTMENTS IN EQUITY-ACCOUNTED ENTITIES

Joint ventures are entities over which Faiveley Group exercises joint control.

ASSUMPTIONS AND JUDGMENT HAVING LED TO CLASSIFYING THESE ENTITIES AS EQUITY ACCOUNTED

A review of partnership agreements with these entities demonstrated that control and decision-making powers were distributed between the partners and Faiveley Transport Group, which led to their consolidation using the equity method. Until 31 March 2014, these entities were consolidated using the proportional consolidation method.

SUMMARY OF EQUITY INTERESTS IN JOINT VENTURES


	% control
	and interest			Gross		Provisions		31 March 2015 Net		31 March 2014⁽¹⁾Net
• Qingdao Faiveley SRI Rail Brake Co. Ltd.		50,00	%		15,057		—		15,057		7,583
• Datong Faiveley Railway Vehicle Equipment Co., Ltd.		50,00	%		650		—		650		466
• Shijiazhuang Jiaxiang Precision Machinery Co. (“SJPM”)		50,00	%		6,110		—		6,110		4,288
TOTAL EQUITY INTERESTS IN EQUITY-ACCOUNTED JOINT VENTURES									21,817		12,337

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

2014/2015 CHANGE IN THE EQUITY VALUE OF JOINT VENTURES


	31 March 2015			31 March 2014⁽¹⁾
Net value of securities at beginning of the year		12,337			12,571
Share of profit of equity-accounted entities		6,551			4,368	⁽³⁾
Dividends paid		(1,115	)		(3,725	)
Other movements⁽²⁾		4,044			(879	)
Writedowns		—			—
NET VALUE OF SECURITIES AT YEAR-END		21,817			12,337

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Translation adjustment of EUR 4,400 thousand for the period and elimination of intra-Group margins of EUR 356 thousand.

(3)

Of which share of profit for the year to 31 March 2014: EUR 3,085 thousand for Qingdao, EUR 1,246 thousand for SJPM and EUR (22) thousand for Datong.

In light of the Group’s major key indicators (consolidated net profit, net profit after share of profit of equity-accounted entities, equity - Group share and total assets), no equity interest in any equity-accounted joint venture is individually material.

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”.

NOTE 9

OTHER NON-CURRENT FINANCIAL ASSETS

2014/2015 CHANGE


	Shareholdings
	in unconsolidated		Other financial
	subsidiaries		investments			Total
Gross 31 March 2014⁽¹⁾		932		2,476			3,408
Changes in consolidation scope		—		—			—
Acquisitions		—		236			236
Disposals		—		(50	)		(50	)
Other movements		—		411			411
GROSS 31 MARCH 2015		932		3,074			4,006
Accumulated writedowns at 1 April 2014⁽¹⁾		677		25			702
Changes in consolidation scope		—		—			—
Charges to provision		—		—			—
Reversal of provision		—		—			—
Other movements		—		—			—
ACCUMULATED WRITEDOWNS AT 31 MARCH 2015		677		25			702
NET AMOUNTS		255		3,049			3,304

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

MATURITY DATE OF OTHER FINANCIAL INVESTMENTS


					Total		Total
	1 to 5 years		More than 5 years		31 March 2015		31 March 2014
Other non-current investments		156				156		128
Loans		495		458		953		914
Guaranteed deposits and securities		1,105		116		1,221		978
Other financial receivables		247		497		744		456
TOTAL		2,003		1,071		3,074		2,476

“FINANCIAL INFORMATION ON UNCONSOLIDATED SECURITIES”


			Net book value of securities
(EUR thousands)	% interest		Gross		Impairment			Net		Equity		Net profit
Suecobras (Brazil)⁽¹⁾		100		865		(666	)		197		68		(21	)
Sab Wabco Sharavan Ltd. (Iran)⁽²⁾		49		11		(11	)		—		—		—
Sofaport (France)⁽¹⁾		59,50		47		—			47		23		(1	)
Faiveley Transport Service Maroc		100		8		—			8		8		65
Faiveley Transport South Africa⁽²⁾		100		—		—			—		—		—
TOTAL				932		(677	)		255		—		—

(1)

Companies undergoing liquidation.

(2)

Dormant companies.

NOTE 10

DEFERRED TAX


							Impact on						Items of other
	Amount at						income			Currency			comprehensive			Amount at
	1 April 2014⁽¹⁾			Reclassifications			statement			conversions			income			31 March 2015
Provisions for inventory		2,237			(169	)		733			214			—			3,015
Provisions for trade and other receivables		337			(28	)		34			18			—			361
Provisions for contracts		13,175			(258	)		(1,682	)		729			—			11,964
Provisions for restructuring		119			—			(25	)		—			—			94
Provisions for retirement benefits and seniority awards		5,695			144			615			229			2,883			9,566
Other provisions for liabilities		1,780			(1	)		(1,201	)		124			—			702
Percentage of completion method (IAS 11)		595			—			557			45			—			1,196
Elimination of inventory margins (intra-Group)		816			—			340			4			—			1,160
Restatements under IAS 32-39 (cash flow)		3,149			118			5,036			(64	)		(364	)		7,875
Leases		148			—			35			—			—			183
Property, plant and equipment and intangible assets		2,223			313			(305	)		181			—			2,412
Current assets and liabilities		3,178			770			(687	)		409			—			3,670
Translation differences		1,630			(166	)		2,133			144			—			3,742
Tax losses carried forward		14,140			629			491			2,128			—			17,388
Tax losses carried forward but not recognised⁽²⁾		(4,197	)		100			1,517			(340	)		—			(2,920	)
Other restatements		6,711			(1,452	)		424			339			—			6,022
TOTAL DEFERRED TAX – ASSETS		51,737			—			8,014	(a)		4,159			2,519			66,429
Provisions for inventory		220			(145	)		(82	)		7			—			—
Provisions for trade and other receivables		56			(28	)		(8	)		4			—			23
Provisions for contracts		3,115			(199	)		(2,917	)		—			—			—
Provisions for retirement benefits and seniority awards		19			(19	)		—			—			—			—
Other provisions and restatements		4,821			36			275			649			—			5,781
Regulated provisions		1,671			—			(11	)		—			—			1,661
Percentage of completion method (IAS 11)		7,433			1,267			6,844			851			—			16,395
Capitalisation of development costs		3,850			(420	)		716			4			—			4,149
Restatements under IAS 32-39 (cash flow)		2,061			133			4,279			67			—			6,541
Valuation difference		4,063			—			1,887			1,320			—			7,270
Property, plant and equipment and intangible assets		2,908			(216	)		(261	)		477			—			2,907
Current assets		478			(417	)		(58	)		2			—			6
Translation differences		2,602			8			2,816			2			—			5,427
Leases		733			—			(39	)		—			—			694
TOTAL DEFERRED TAX – LIABILITIES		34,030			—			13,441	(b)		3,382			—			50,854
Impact on income statement (a)-(b)								(5,427	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Amount of deferred tax assets corresponding to tax losses not recognised due to the risk of non-recovery.

NOTE 11

INVENTORIES


					Net		Net
	Gross		Provisions		31 March 2015		31 March 2014⁽¹⁾
Raw materials		124,124		18,820		105,304		91,654
Work-in-progress		25,680		1,163		24,517		22,806
Finished products		33,076		4,886		28,190		26,981
Merchandise		10,670		1,016		9,654		4,920
TOTAL		193,550		25,885		167,665		146,361

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

2014/2015 MOVEMENTS IN PROVISIONS


			Changes in		Charges		Reversals			Reversals
	Provisions at		consolidation		to		provisions			provisions			Other			Provisions at
	31 March 2014⁽¹⁾		scope		provision		used			unused			movements⁽²⁾			31 March 2015
Raw materials		14,882		—		5,214		(3,024	)		(631	)		2,379			18,820
Work-in-progress		2,326		—		342		(341	)		(8	)		(1,156	)		1,163
Finished products		2,253		—		3,076		(854	)		(44	)		455			4,886
Merchandise		967		—		271		(191	)		(52	)		21			1,016
TOTAL		20,428		—		8,903		(4,411	)		(735	)		1,699			25,885

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Translation adjustment for the period and reclassifications.

During the 2014/2015 financial year, old inventories and inventories that had become totally obsolete were scrapped. Provisions of 84% of the value of these inventories had previously been raised. The impact on the income statement for the period was a loss of EUR 0.7 million.

NOTE 12 WORK-IN-PROGRESS ON PROJECTS

At 31 March 2015, net work-in-progress on projects was valued at EUR 121.7 million, compared with EUR 112.5 million in the previous year as restated. This primarily includes engineering costs on long-term contracts. At each balance sheet date, the Group assesses its recoverable amount. In the event of a loss-making contract, writedown is recognised as a reduction of contracts in progress.

Gross work-in-progress on projects was EUR 139.9 million at 31 March 2015, compared with EUR 126.4 million at 31 March 2014 (restated amount).

Provisions for losses on completion, presented as a reduction of work-in-progress on projects, totalled EUR 18.2 million at 31 March 2015 as against EUR 13.9 million at 31 March 2014 as restated.

NOTE 13

CURRENT RECEIVABLES

Trade receivables


						Net			Net
	Gross			Provisions		31 March 2015			31 March 2014⁽¹⁾
Trade receivables		326,498			4,652		321,846			275,098
Assignment of receivables (factoring and ad hoc assignments)		(97,716	)		—		(97,716	)		(80,524	)
TOTAL		228,782			4,652		224,130			194,574

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

MOVEMENTS IN PROVISIONS FOR DOUBTFUL TRADE RECEIVABLES


Financial years ended:	Opening balance of provision		Restatements IFRS 10, 11			Changes in consolidation scope		Charges to provision		Reversals provisions used			Reversals provisions unused			Other movements			Closing balance of provision
31 MARCH 2015		4,496		—			—		1,813		(1,432	)		(601	)		377			4,652
31 March 2014⁽¹⁾		4,982		(16	)		51		1,768		(1,228	)		(979	)		(82	)		4,496

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

TRADE RECEIVABLES AT YEAR-END


										Receivables due
	Total balance sheet			Receivables not yet due			Total due			Less than 60 days		Between 60 and 120 days			Between 120 and 240 days			More than 240 days
Gross value		228,782			183,515			45,267			26,069		7,924			4,994			6,280
Writedowns		(4,652	)		(1,641	)		(3,011	)		—		(214	)		(165	)		(2,632	)
NET VALUE		224,130			181,874			42,256			26,069		7,710			4,829			3,648

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		Provisions		Net 31 March 2015		Net 31 March 2014⁽¹⁾
Suppliers - accrued credit notes		373		—		373		946
Social security and tax receivables		13,113		—		13,113		15,906
Prepaid expenses		5,605		—		5,605		6,323
Accrued income		1,733		—		1,733		476
Other receivables		4,003		109		3,894		9,158
TOTAL		24,827		109		24,718		32,809

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

NOTE 14

CURRENT FINANCIAL ASSETS


	31 March 2015		31 March 2014
Guaranteed deposits and securities⁽¹⁾		5,854		3,901
Other financial receivables		65		268
Current accounts		923		758
Fair value of derivatives - assets		36,006		2,979
TOTAL		42,849		7,906

(1)

Under one of the factoring programs, in order to guarantee the repayment of amounts for which the Group may become liable, a non-interest bearing escrow account was created representing 10% of transferred 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 31 March 2015 were EUR 5,575 thousand compared with EUR 3,722 thousand at 31 March 2014.

NOTE 15

CASH AND CASH EQUIVALENTS


	31 March 2015			31 March 2014⁽¹⁾
Short-term investments		14,824			69,795
Cash		222,021			169,419
Bank overdrafts		(1,396	)		(1,042	)
Invoices factored and not guaranteed		(777	)		(237	)
TOTAL		234,672			237,935

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

The Group does not hold a share portfolio but deposits excess cash balances. At 31 March 2015, it had money market funds and certificates of deposits of EUR 1.8 million and fixed-term deposits of EUR 13.0 million. These deposits meet the criteria specified by IAS 7, which enables them to be classified as cash equivalents.

NOTE 16

GROUP EQUITY

Share capital

At 31 March 2015, the Company’s share capital totalled EUR 14,614,152 divided into 14,614,152 shares of EUR 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


					New		Voting
Shares	Par value		31 March 2014		shares issued		rights granted			31 March 2015
Ordinary		1		6,682,517		—		210,635			6,893,152
Redeemed		—		—		—		—			—
With preferred dividends		—		—		—		—			—
With double voting rights		1		7,931,635		—		(210,635	)		7,721,000
TOTAL		1		14,614,152		—		—			14,614,152

TREASURY SHARES

At 31 March 2015, Faiveley Transport held 233,874 treasury shares, including 10,255 through its liquidity contract.

TRANSLATION DIFFERENCES

Translation differences comprise mainly the gains and losses resulting from the translation of the equity of subsidiaries whose functional currency is other than the Euro.

The translation differences presented in the consolidated statement of comprehensive income primarily reflect the movement in the US dollar (EUR 15.4 million) and the Chinese Yuan (EUR 7.5 million) against the Euro over the financial year ended 31 March 2015.

RESERVES AND NET PROFIT


	31 March 2015			31 March 2014
Legal reserve		1,461			1,461
Distributable reserves		—			(1,886	)
Reserves for derivative instruments		(271	)		(963	)
Other reserves		435,439			406,910
Net profit - Group share		55,645			50,110
TOTAL RESERVES AND NET PROFIT - GROUP SHARE		492,274			455,632

Share-based payments

SHARE PURCHASE OR SUBSCRIPTION OPTION PLANS

Plan features

Share subscription

Allocation

Share purchase option plan

option plan

Date of Management Board meeting

19/02/2008

16/07/2008

23/11/2009

Exercise price in EUR⁽¹⁾

32.31

40.78

54.91

Date from which options can be exercised

19/02/2010

16/07/2010

22/11/2013

Expiry date

18/02/2015

16/07/2015

22/11/2017

Number of options remaining to be exercised at 31 March 2014

5,960

22,600

116,000

Options granted during the period

—

Options cancelled during the period

—

Options exercised during the period

(5,960

)

(14,153

)

—

Number of options remaining to be exercised at 31 March 2015

—

8,447

116,000

(1)

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%.

Summary and valuation of plans

Share subscription

Allocation

Share purchase option plan

option plan

Date of Management Board meeting

19/02/2008

16/07/2008

23/11/2009

Initial fair value of the plan (EUR millions)

—

2.8

Charge for the financial year (EUR millions)

—

FREE PERFORMANCE-BASED SHARE ALLOCATION PLANS AND FREE SHARE PLANS

Free performance-based share allocation plan of 2 July 2014

On 2 July 2014, 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 2013. This involves allocating a total of 135,106 shares, i.e. approximately 0.92% of the share capital, to 226 beneficiaries.

These allocations are subject to the beneficiaries remaining employed by the Group and to performance criteria applicable over a two-year period. For reasons of confidentiality, the levels expected in relation to performance criteria are not disclosed, but are based on:

•

a cumulative profit from recurring operations target for the 2014/2015 and 2015/2016 financial years;

•

a cumulative cash flow generation target set for the 2014/2015 and 2015/2016 financial years;

•

a target for the rollout of the Faiveley Worldwide Excellence (FWE) programme.

If the performance criteria are completely fulfilled or are exceeded, the beneficiaries will receive the full number of shares that have been allocated to them.

If the performance criteria are partially fulfilled but exceed a minimum threshold, the beneficiaries will receive a percentage of the number of shares that have been allocated to them, prorated on the percentage of achievement of the targets set. If the minimum threshold is not reached, no shares will be allocated.

Free performance-based share allocation plan of 25 November 2014

On 25 November 2014, 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 1,000 shares to a single beneficiary. 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 § above).

Free performance-based share allocation plan of 27 March 2015

On 27 March 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 4,000 shares to two 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 § above).

Plan features

Allocation

Free performance-based shares

Free shares

Date of authorisation by the AGM

14/09/2012

12/09/2013

12/09/2014

14/09/2011

14/09/2012

Date of Management Board meeting

24/10/2012

02/07/2014

25/11/2014

27/03/2015

05/03/2012

15/01/2013

Date ownership of free shares transferred to French tax residents

24/10/2014

02/07/2016

n/a

27/03/2017

05/03/2014

15/01/2015

Date ownership of free shares transferred to non-French tax residents

n/a

02/07/2018

25/11/2018

27/03/2019

05/03/2016

15/01/2017

Vesting date of free shares

24/10/2016

02/07/2018

25/11/2018

27/03/2019

05/03/2016

15/01/2017

Total number of shares allocated at 31 March 2014

7,500

—

27,014

⁽¹⁾

68,142

Number of shares allocated during the period

—

135,106

1,000

4,000

—

Number of shares cancelled during the period

(4,624

)

(2,700

)

(1,000

)

(1,972

)

(2,848

)

Total number of shares vested during the period under this plan

(2,876

)

—

(34,654

)

Total number of shares allocated at 31 March 2015

—

132,406

—

4,000

25,042

30,640

Terms and conditions of share allocation under the plan

Determination
of % of shares
vested at
24/10/2014

Determination
of % of shares
vested at
02/07/2016

Determination
of % of shares
vested at
25/11/2016

Determination
of % of shares
vested at
27/03/2017

Allocation subject
to personal
investment by
beneficiaries,
with two free
shares granted for
every share
bought

(1)

The amount published at 31 March 2014 corresponded to the total number of shares lapsed since inception, instead of consisting solely of the number of shares lapsed during the 2013-2014 financial year. (No significant impact on the valuation of the 05/03/2012 plan published at 31 March 2014).

Plan valuation

Allocation

Free performance-based shares

Free shares

Date of Management Board meeting

24/10/2012

02/07/2014

25/11/2014

27/03/2015

05/03/2012

15/01/2013

Initial fair value of the plan (EUR millions)

0.2

2.9

—

0.1

2.3

1.8

Charge for the financial year (EUR millions)

—

1.3

—

0.9

NOTE 17

MINORITY INTERESTS

Summary of minority interests included in equity


	31 March 2015		31 March 2014
Shanghai Faiveley Railway Technology		9,972		12,619
Amsted Rail - Faiveley LLC		20,987		14,169
Other minority interests		757		865
TOTAL		31,716		27,653

In light of the Group’s major key indicators (consolidated net profit, net profit after share of profit of equity-accounted entities, equity - Group share and total assets), no minority interest is individually material.

NOTE 18

ANALYSIS OF PROVISIONS

Non-current provisions


			Changes in							Items of other
	Amount at		consolidation		Charges to		Reversals			comprehensive		Reversals			Other		Amount at
	1 April 2014		scope		provision		used			income		unused			movements⁽¹⁾		31 March 2015
Provisions for retirement		36,538		—		2,467		(2,134	)		10,313		(2,515	)		1,140		45,809
commitments and employee benefits
Provisions for charges		1,697		—		1,354		(587	)		—		(500	)		311		2,275
TOTAL		38,235		—		3,822		(2,721	)		10,313		(3,015	)		1,451		48,084

(1)

Including exchange differences of EUR 1,572 thousand.

Actuarial losses generated over the financial year result from changes in the actuarial assumptions used in the valuation of commitments, differences between market conditions actually observed and those originally assumed, as well as experience. These actuarial gains are recognised under items of other comprehensive income and are net of tax.

Provisions for retirement commitments and employee benefits

SUMMARY OF PROVISIONS

The provisions as at 31 March 2015, of those countries with the most significant commitments are shown in the following table:


	31 March 2015										31 March 2014
(EUR millions)	France		Germany		United Kingdom		Other countries		Total		Total
Post-employment benefits		12.2		17.8		7.8		5.5		43.3		34.4
Provisions for other long-term benefits		0.5		1.0		—		1.0		2.5		2.1
TOTAL		12.7		18.7		7.8		6.6		45.8		36.5

INFORMATION REGARDING THE ACTUARIAL LIABILITY:

Movements in actuarial liability by geographic region


	31 March 2015															31 March 2014
	France			Germany			United Kingdom			Other countries			Total			Total
Actuarial liability at beginning of period		9.3			15.1			54.9			10.6			89.8			82.3
Cost of services provided		0.6			0.0			0.1			0.3			1.0			0.9
Interest on actuarial liability		0.3			0.4			2.4			0.3			3.4			3.1
Employee contributions		—			—			—			0.1			0.2			0.1
Benefits paid		(0.5	)		(1.0	)		(2.0	)		(0.3	)		(3.8	)		(4.4	)
Settlement of liability		—			—			—			—			—			—
Scheme amendments		—			—			—			—			—			—
Acquisitions/Transfers/Companies joining the Group		—			—			—			—			—			6.7
Actuarial (gains)/losses		2.5			3.2			7.6			1.7			15.0			(0.1	)
of which experience gains/(losses)		(0.1	)		(0.3	)		—			0.2			(0.3	)		0.3
Exchange differences		—			—			8.3			1.5			9.8			1.2
Other		—			—			—			—			—			—
ACTUARIAL LIABILITY AT END OF PERIOD		12.2			17.7			71.3			14.2			115.4			89.8
of which:
Funded schemes		—			—			71.3			10.8			82.1			62.2
Unfunded schemes		12.2			17.7			—			3.3			33.3			27.5

Movements in plan assets by geographic region


	31 March 2015													31 March 2014
	France		Germany		United Kingdom			Other countries			Total			Total
Fair value of assets at beginning of period		—		—		49.2			6.3			55.5			48.4
Employer contributions		—		—		2.5			0.2			2.7			1.8
Employee contributions		—		—		—			0.1			0.1			0.1
Benefits paid		—		—		(2.0	)		(0.1	)		(2.1	)		(2.7	)
Settlement of liability		—		—		—			—			—			—
Expected financial income		—		—		2.2			0.2			2.4			2.2
Actuarial gains/(losses)		—		—		4.2			0.6			4.7			(0.9	)
of which experience gains/(losses)		—		—		4.2			0.6			4.7			(0.4	)
Acquisitions/Transfers/Companies joining the Group		—		—		—			—			—			5.8
Exchange differences		—		—		7.6			1.3			8.9			0.9
FAIR VALUE OF ASSETS AT END OF PERIOD		—		—		63.6			8.6			72.2			55.5

The actual return on investments was EUR 7.1 million in the year to 31 March 2015 (compared with EUR 1.2 million to end March 2014). The implicit return on investments is estimated at EUR 2.2 million in 2015.

Provision for retirement commitments


	31 March 2015										31 March 2014
	France		Germany		United Kingdom		Other countries		Total		Total
Actuarial liability		12.2		17.7		71.3		14.2		115.5		89.8
Fair value of plan assets		—		—		63.6		8.6		72.2		55.5
Financial cover		12.2		17.7		7.7		5.6		43.2		34.3
Impact of capping of assets		—		—		0.1		—		0.1		0.1
NET PROVISION		12.2		17.7		7.8		5.6		43.3		34.4
of which provisions for commitments		12.2		17.7		7.8		5.6		43.3		34.4
of which surplus plan assets		—		—		0.1		—		0.1		0.1

Past data relating to financial cover and actuarial experience differences for the current and the previous four financial years


	31 March 2015			31 March 2014			31 March 2013			31 March 2012			31 March 2011
	Total			Total			Total			Total			Total
Present value of the commitment		115.4			89.8			82.3			77.9			70.3
Fair value of plan assets		72.2			55.5			48.4			44.7			39.8
FUNDING SHORTFALL		43.1			34.3			33.9			33.2			30.5
Experience gains/(losses) in relation to liabilities		(0.3	)		(0.3	)		2.5			(0.1	)		1.8
Experience gains/(losses) in relation to assets		4.7			(0.9	)		3.8			0.5			(0.1	)
Experience gains/(losses) in relation to liabilities, as % of commitment		0	%		0	%		3	%		0	%		3	%
Experience gains/(losses) in relation to assets, as % of plan assets		7	%		-2	%		8	%		1	%		0	%

INCOME STATEMENT ITEMS

Breakdown of net pension cost


	31 March 2015													31 March 2014
	France		Germany		United Kingdom			Other countries			Total			Total
Cost of services provided		0.6		0.0		0.1			0.3			1.0			0.9
Interest on actuarial liability		0.3		0.4		2.4			0.3			3.4			3.1
Financial income		—		—		(2.2	)		(0.2	)		(2.4	)		(2.1	)
Reduction/liquidation/transfer of the plan		—		—		—			—			—			—
Impact of capping of assets		—		—		—			—			—			—
Other		—		—		—			—			—			—
NET CHARGE		0.9		0.4		0.3			0.3			2.0			1.9

In addition, charges for the year in respect of defined contribution schemes totalled EUR 23.9 million, compared with EUR 22.3 million for the year to 31 March 2014.

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 measurement 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:


	31 March 2015									31 March 2014
	France			Germany			United Kingdom			France			Germany			United Kingdom
Discount rate		1.30	%		1.30	%		3.20	%		2.85	%		2.85	%		4.30	%
Inflation rate		2.00	%		2.00	%		2.95	%		2.00	%		2.00	%		3.30	%
Average salary increase rate		2.50	%		2.22	%		3.30	%		2.50	%		2.22	%		3.65	%

The sensitivity of commitments at 31/03/2015 and the cost of services rendered for the next year to a 25 basis point change in the discount rate are summarised as follows:


	0.25% increase			0.25% decrease
(EUR millions)	in discount rate			in discount rate
Effect on the value of commitments		(4.4	)		4.7
Effect on the cost of services provided		(0.1	)		0.1

The sensitivity of commitments at 31 March 2014 and the cost of services rendered for the next year to a 25 basis point change in the salary increase rate are summarised as follows:


	0.25% increase		0.25% decrease
(EUR millions)	in salary rate		in salary rate
Effect on the value of commitments		0.5		(0.5	)
Effect on the cost of services provided		0.1		(0.1	)

Currently the investment portfolio contains no Group securities.

The structure of the investment portfolio is as follows:


	31 March 2015			31 March 2014
Shares		9.4	%		10.1	%
Bonds		43.7	%		42.3	%
Other assets		46.9	%		47.6	%
TOTAL		100.0	%		100.0	%

Plan assets are primarily comprised of financial assets which are actively traded on organised financial markets.

Current provisions


	Amount at		Changes in				Reversals			Reversals			Items of other
	1 April		consolidation		Charges to		provisions			provisions			comprehensive		Other			Amount at
	2014⁽¹⁾		scope		provision		used			unused			income		movements			31 March 2015
Provisions for risks, warranties and penalties		86,083		—		50,496		(32,533	)		(12,550	)		—		4,604			96,100
Provisions for losses on completion		2,715		—		—		—			—			—		(310	)		2,405
TOTAL CONTRACT PROVISIONS		88,798		—		50,496		(32,533	)		(12,550	)		—		4,294			98,505
Provisions for restructuring		407		—		397		(408	)		(10	)		—		—			386
Provisions for other risks		5,168		—		1,014		(310	)		(3,382	)		—		429			2,919
TOTAL OTHER PROVISIONS		5,575		—		1,412		(718	)		(3,392	)		—		429			3,305
TOTAL		94,373		—		51,908		(33,251	)		(15,942	)		—		4,723	⁽²⁾		101,810

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Including exchange differences of EUR 5,005 thousand and reclassifications of EUR (309) thousand.

Current provisions primarily relate to provisions for risks, 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 Note 3 – “Provisions for liabilities and charges”.

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 EUR 18.2 million at 31 March 2015 as against EUR 13.9 million at 31 March 2014 as restated.

NOTE 19

BORROWINGS AND FINANCIAL DEBT

In respect of all its sources of financing and following the renegotiation of the syndicated loan, Faiveley Transport Group must now comply with the following four financial conditions:

•

leverage ratio “Consolidated Net Debt/Consolidated EBITDA”, which must be less than 3;

•

gearing ratio “Consolidated Net Debt/Equity”, which must be less than 1.5;

•

total bank guarantees, which must be less than 22% of the order book;

•

“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.

The calculation of banking ratios for the “USPP” and “Schuldschein” loans is based on accounting standards applicable at the balance sheet date. The calculation of banking ratios for the Syndicated Credit is based on accounting standards applicable at the date the contract was signed.

At 31 Mars 2015, ratios were as follows for the various sources of financing:


	Banque			Syndicated		US private		Schuldschein
At 31 March 2015	Postale loan			credit		placement		loan
“Consolidated Net Debt/Consolidated EBITDA” ratio		1.59			1.49		1.68		1.58
“Net Financial Debt/Consolidated Equity” ratio		0.26			n/a		0.28		0.26
Bank guarantees/order book		12.4	%		n/a		n/a		n/a
“Consolidated EBITDA/Cost of Consolidated Net Financial Debt” ratio		10.02			10.65		10.05		10.05

Analysis and maturity of non-current and current financial debt


	31 March 2015
	Current portion		Non-current portion
	Under 1 year		1 to 5 years		Over 5 years		Total		31 March 2014
Borrowings		32,063		242,682		152,723		427,468		444,558
Leases		196		874		231		1,301		1,477
Employee profit sharing		65		—		—		65		65
Various other financial debt		6		—		—		6		1
Guarantees and deposits received		56		—		—		56		87
Credit current accounts		96		—		—		96		92
Bank overdrafts		1,396		—		—		1,396		1,042
Short-term facilities (credit balance)		—		—		—		—		—
Invoices factored and not guaranteed		777		—		—		777		237
TOTAL EXCLUDING FAIR VALUE OF DERIVATIVES		34,655		243,556		152,954		431,165		447,559
Fair value of derivatives - liabilities		19,975		—		—		19,975		11,322
TOTAL		54,630		243,556		152,954		451,140		458,881

Breakdown of non-current and current financial debt by currency


	Total		Total
	31 March 2015		31 March 2014
Euro		380,831		380,722
US Dollar		69,550		76,382
Hong Kong Dollar		68		490
Brazilian Real		72		92
Chinese Yuan		241		1,124
Indian Rupee		35		67
Czech Koruna		4		4
Korean Won		339		—
Russian Rouble		—		—
TOTAL		451,140		458,881

Breakdown of non-current and current financial debt by interest rate:

BEFORE IMPLEMENTING HEDGE INSTRUMENTS:


	At 31 March 2015		At 31 March 2014
Fixed rate financial debt		137,209		123,373
Variable rate financial debt		293,956		324,186
TOTAL FINANCIAL DEBT⁽¹⁾		431,165		447,559

(1)

Excluding fair market value of derivatives – liabilities.

AFTER IMPLEMENTING HEDGE INSTRUMENTS:


	At 31 March 2015		Au 31 March 2014
Fixed rate financial debt		317,209		253,373
Variable rate financial debt		113,956		194,186
TOTAL FINANCIAL DEBT⁽¹⁾		431,165		447,559

(1)

Excluding fair market value of derivatives – liabilities.

Calculation of net financial debt


	At 31 March 2015			At 31 March 2014⁽¹⁾
Non-current financial debt		396,510			407,983
Current financial debt		32,482			38,297
Bank overdrafts		1,396			1,042
Invoices factored and not guaranteed		777			237
TOTAL FINANCIAL DEBT (A)		431,165			447,559
Receivables from investments
Loans		1,018			1,182
Guaranteed deposits and securities paid		7,075			4,879
Other financial receivables		875			561
Current accounts		923			758
TOTAL NET FINANCIAL RECEIVABLES (B)		9,891			7,380
Cash (C)		236,845			239,212
NET FINANCIAL DEBT (A-B-C)		184,429			200,967
Equity		657,450			577,647
Net debt/equity ratio		28.1	%		34.8	%

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

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 EUR 10.9 million at 31 March 2015, given the exercise prices granted for share purchase/subscription options and the year-end share price 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 EUR 13.5 million at 31 March 2015 and EUR 14.7 million at 31 March 2014.

NOTE 20

FINANCIAL RISK MANAGEMENT

The Faiveley Transport Group’s cash 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 enter into 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 year-end market prices. They have been appraised by an independent expert.

Financial instruments for the year ended 31 March 2015

Main valuation methods used for financial assets and liabilities:

•

since most of Faiveley Transport’s financial debt bears a variable rate, its fair value (rounded to the nearest credit spread) is equal to nominal values supplemented by interest not yet due;

•

due to their short maturity profile, the fair value of trade and other receivables, other current financial assets, current financial debt, cash and cash equivalents and short-term investments is deemed identical to their book value.


			Analysis by category of instrument										Fair value classification of instruments⁽¹⁾
			Non		Loans,		Fair value
			financial		receivables		through		Assets
	Book		assets and		and		profit		available		Fair
At 31 March 2015	value		liabilities		liabilities		and loss		for sale		value		Level 1		Level 2		Level 3
Shareholdings in unconsolidated subsidiaries		255		—		—		—		255		255		—		—		255
Equity interests in equity-accounted entities		21,817		21,817		—		—		—		21,817		—		—		—
Other long-term financial investments		4,077		—		4,077		—		—		4,077		—		—		—
NON-CURRENT ASSETS		26,149		21,817		4,077		—		255		26,149		—		—		255
Trade receivables		224,130		8,395		215,735		—		—		224,130		—		—		—
Other current assets		24,718		7,338		17,380		—		—		24,718		—		—		—
Current financial assets		6,843				6,843		—		—		6,843		—		—		—
Fair value of derivatives - Assets		36,006		—		—		36,006		—		36,006		—		36,006		—
Short-term investments		14,824		—		—		14,824		—		14,824		14,824		—		—
Cash		222,021		—		—		222,021		—		222,021		—		—		—
CURRENT ASSETS		528,542		15,733		239,958		272,851		—		528,542		14,824		36,006		—
TOTAL ASSETS		554,691		37,550		244,035		272,851		255		554,691		14,824		36,006		255
Non-current borrowings and financial debt		396,510		—		396,510		—		—		396,510		—		—		—
NON-CURRENT LIABILITIES		396,510		—		396,510		—		—		396,510		—		—		—
Current borrowings and financial debt		34,655		—		34,655		—		—		34,655		—		—		—
Fair value of derivatives - Liabilities		19,975		—		—		19,975		—		19,975		—		17,845		2,130	⁽²⁾
Current liabilities		303,935		12,881		291,054		—		—		303,935		—		—		—
CURRENT LIABILITIES		358,565		12,881		325,709		19,975		—		358,565		—		17,845		2130
TOTAL LIABILITIES		755,075		12,881		722,219		19,975		—		755,075		—		17,845		2,130

(1)

Revised IFRS 7 requires that fair value measurements be classified on three levels. The levels of fair value hierarchy reflect the significance of data used for the measurements:

•

Level 1: prices (unadjusted) of identical assets or liabilities listed on active markets;

•

Level 2: data other than listed prices covered by Level 1, that can be noted for the asset or liability concerned, either directly (i.e. prices) or indirectly (i.e. data derived from prices);

•

Level 3: data relating to the asset or liability, not based on observable market data (unobservable data).

(2)

This amount corresponds to the financial commitment accounted for as part of the recognition of put options held by minority shareholders in Faiveley Transport Schweiz AG (formerly called Urs Dolder AG) at 31 March 2015.

Financial instruments for the year ended 31 March 2014 restated


			Analysis by category of instrument										Fair value classification of instruments⁽¹⁾
			Non		Loans,		Fair value
			financial		receivables		through		Assets
	Book		assets and		and		profit and		available		Fair
At 31 March 2014 restated	value		liabilities		liabilities		loss		for sale		value		Level 1		Level 2		Level 3
Shareholdings in unconsolidated subsidiaries		253		—		—		—		253		253		—		—		253
Equity interests in equity-accounted entities		12,337		12,337		—		—		—		12,337		—		—		—
Other long-term financial investments		2,450		—		2,450		—		—		2,450		—		—		—
NON-CURRENT ASSETS		15,040		12,337		2,450		—		253		15,040		—		—		253
Trade receivables		199,070		10,836		188,234		—		—		199,070		—		—		—
Other current assets		32,809		6,786		26,023		—		—		32,809		—		—		—
Current financial assets		4,927		—		4,927		—		—		4,927		—		—		—
Fair value of derivatives - Assets		2,979		—		—		2,979		—		2,979		—		2,979		—
Short-term investments		69,795		—		—		69,795		—		69,795		69,795		—		—
Cash		169,419		—		—		169,419		—		169,419		—		—		—
CURRENT ASSETS		478,999		17,622		219,184		242,193		—		478,999		69,795		2,979		—
TOTAL ASSETS		494,039		29,959		221,634		242,193		253		494,039		69,795		2,979		253
Non-current borrowings and financial debt		407,983		—		407,983		—		—		407,983		—		—		—
NON-CURRENT LIABILITIES		407,983		—		407,983		—		—		407,983		—		—		—
Current borrowings and financial debt		39,576		—		39,576		—		—		39,576		—		—		—
Fair value of derivatives - Liabilities		11,322		—		—		11,322		—		11,322		—		7,746		3,576	⁽²⁾
Current liabilities		258,552		13,592		244,960		—		—		258,552		—		—		—
CURRENT LIABILITIES		309,450		13,592		284,536		11,322		—		309,450		—		7,746		3576
TOTAL LIABILITIES		717,433		13,592		692,519		11,322		—		717,433		—		7,746		3,576

(1)

Revised IFRS 7 requires that fair value measurements be classified on three levels. The levels of fair value hierarchy reflect the significance of data used for the measurements:

•

Level 1: prices (unadjusted) of identical assets or liabilities listed on active markets;

•

Level 2: data other than listed prices covered by Level 1, that can be noted for the asset or liability concerned, either directly (i.e. prices) or indirectly (i.e. data derived from prices);

•

Level 3: data relating to the asset or liability, not based on observable market data (unobservable data).

(2)

This amount corresponds to the financial commitment accounted for as part of the recognition of put options held by minority shareholders in Nowe GmbH and Faiveley Transport Schweiz AG (formerly called Urs Dolder AG) at 31 March 2014.

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.

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 by 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 when specifically decided 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 EUR 250 thousand.

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.

Group exposure resulting from commercial contracts at 31 March 2015


	Trade								Net position			Hedge			Net unhedged
	receivables		Trade payables			Commitments			before hedging			instruments			position
Amounts in currency thousands	(a)		(b)			(c)			(d) = (a)-(b)-(c)			(e)			(f) = (d)-(e)
Australian Dollar		6,622		—			(552	)		6,070			6,141			(71	)
Canadian Dollar		—		—			(7,783	)		(7,783	)		(7,783	)		—
Swiss Franc		—		—			(522	)		(522	)		(522	)		—
Chinese Yuan		87,190		(10,687	)		65,094			141,597			141,226			371
Czech Koruna		2,680		(64,558	)		(778,925	)		(840,803	)		(840,579	)		(224	)
Pound Sterling		796		(175	)		1,545			2,165			1,915			250
Hong Kong Dollar		33,573		(153,744	)		(206,438	)		(326,609	)		(311,262	)		(15,347	)
Norwegian Krone		2,719		—			4,757			7,476			7,477			(1	)
Polish Zloty		—		—			3,114			3,114			3,114			—
Russian Rouble		—		(2,315	)		67,433			65,118			65,195			(77	)
Swedish Krona		2,695		(24,260	)		(74,270	)		(95,835	)		(98,316	)		2,480
Singapore Dollar		4,006		(790	)		2,176			5,392			5,392			—
US Dollar		1,720		(4,030	)		119,772			117,462			117,480			(18	)

Forward sales hedging financial and commercial transactions at 31 March 2015


	EUR thousands		Currency thousands		Fair value
Norwegian Krone		859		7,477		—
Swedish Krona		18,614		173,927		(101,607	)
Czech Koruna		12,151		334,422		(94,130	)
Australian Dollar		22,949		32,644		(22,500	)
Hong Kong Dollar		138,090		1,184,054		(3,794,465	)
Singapore Dollar		17,156		25,346		525,286
US Dollar		323,887		354,735		(5,397,442	)
Swiss Franc		680		820		(105,510	)
Pound Sterling		28,011		20,536		(142,730	)
Indian Rupee		833		58,155		(34,964	)
Russian Rouble		2,459		153,876		(4,902	)
Chinese Yuan		31,291		219,828		(1,669,511	)
Polish Zloty		1,010		4,280		(36,733	)
TOTAL		597,990				(10,879,208	)

Forward purchases hedging financial and commercial transactions at 31 March 2015


	EUR thousands		Currency thousands		Fair value
Swedish Krona		63,082		586,891		(23,413	)
Czech Koruna		52,778		1,455,241		415,728
Australian Dollar		6,843		9,754		26,810
Hong Kong Dollar		170,115		1,448,170		3,396,058
Singapore Dollar		9,024		13,332		—
US Dollar		124,740		153,962		18,544,922
Swiss Franc		738		819		46,862
Canadian Dollar		5,665		7,783		—
Pound Sterling		56,355		40,763		(391,617	)
Indian Rupee		10,899		969,650		2,529,455
Russian Rouble		1,599		106,752		(39,061	)
Korean Won		3,403		4,503,800		(338,669	)
Chinese Yuan		135,767		954,624		6,186,624
Polish Zloty		2,593		10,854		55,810
TOTAL		643,601				30,409,509

Sensitivity analysis

The following table presents, at 31 March 2015, the sensitivity to a 10% positive or negative change in the Euro against other currencies:

•

the effect on pre-tax profit only applies to financial assets and liabilities recognised in the balance sheet, which are denominated in a currency other than the functional currency of their controlling entity and which are not hedged against;

•

the effect on equity results from the valuation of the efficient portion of derivative instruments qualifying as cash flow hedges.


				Effect on profit from
	Movement in EUR			ordinary activities			Effect on equity
	exchange rate			(before tax)			reserves
US Dollar		10	%		(3,029	)		(168	)
		-10	%		2,479			168
Chinese Yuan		10	%		1,336			(148	)
		-10	%		(1,093	)		148
Pound Sterling		10	%		1,442			(748	)
		-10	%		(1,180	)		748
Australian Dollar		10	%		510			—
		-10	%		(417	)		—
Hong Kong Dollar		10	%		65			(278	)
		-10	%		(53	)		278
Singapore Dollar		10	%		122			—
		-10	%		(100	)		—
Brazilian Real		10	%		299			—
		-10	%		(245	)		—
Swedish Krona		10	%		15			500
		-10	%		(12	)		(500	)
Czech Koruna		10	%		128			—
		-10	%		(105	)		—
Swiss Franc		10	%		(203	)		—
		-10	%		166			—
Russian Rouble		10	%		77			29
		-10	%		(63	)		(29	)

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 of interest rates on loans in Euros is hedged for between 77% and 98% of the drawn debt, depending on fluctuations for the 2015/2016 period.

The US dollar denominated debt comprising the “US Private Placement” bond issue exclusively bears fixed rates.

The estimated cost of the Euro-denominated syndicated debt and “Schuldschein” loan is 1.71% for the 2015/2016 period, hedges and spreads included. The estimated cost of the US-denominated debt is estimated at 4.91%. The total cost of the Group’s debt for 2015/2016 is therefore estimated at 2.24%.

Considering the amortisation profile of the syndicated loan, Schuldschein loan and interest rate hedges, the net exposure at 31 March 2015 was as follows:


									Net hedged variable
	Financial liabilities				Hedge instruments				rate exposure
Euro-denominated debt	Fixed rate		Variable rate		Fixed rate		Variable rate		Fixed rate		Variable rate
Under 1 year		—		30,000		30,000		—		30,000		—
1 to 2 years		—		30,000		30,000		—		30,000		—
2 to 3 years		—		30,000		30,000		—		30,000		—
More than 3 years		67,500		197,500		50,000		—		117,500		147,500
TOTAL EUR		67,500		287,500		140,000		—		207,500		147,500	⁽¹⁾

(1)

Sensitivity analysis of net exposure (EUR 147.5 million): A 100 basis points increase in both the reference “Euribor 3 months” and “Euribor 6 months” interest rates would result in a full-year increase of EUR 1.5 million in interest expense.

Given the amortisation profile of the syndicated credit, the US private placement and interest rate hedges, the net exposure of the US dollar-denominated debt at 31 March 2015 was as follows:


									Net hedged variable rate
	Financial liabilities				Hedge instruments				exposure
USD-denominated debt	Fixed rate		Variable rate		Fixed rate		Variable rate		Fixed rate		Variable rate
Under 1 year		—		—		—		—		—		—
1 to 2 years		—		—		—		—		—		—
2 to 3 years		3,600		—		—		—		3,600		—
More than 3 years		71,400		—		—		—		71,400		—
TOTAL USD		75,000		—		—		—		75,000		—

The following table summarises the interest rate risk exposure for the 2015/2016 period:

Debt


						Estimated cost of
(EUR thousands)	Currency		Maximum exposure			debt
355,000		EUR		23	%		1.71	%
75,000		USD		0	%		4.91	%

Instruments recognised in equity


	On EUR loans							On USD loans
	Nominal		Fair value			Nominal		Fair value		Nominal		Fair value
	(EUR		(EUR			(currency		(currency		(EUR		(EUR
	thousands)		thousands)			thousands)		thousands)		thousands)		thousands)
Swap		180,000		(782	)		—		—		—		—
Tunnel		—		—			—		—		—		—
Cap		30,000		(92	)		—		—		—		—
TOTAL		210,000		(874	)		—		—		—		—

Sensitivity analysis

The Group has implemented a diversified interest rate risk management policy aimed at limiting the impact of potential interest rate increases on its cash flow. As at 31 March 2015, the servicing of projected debt, net of hedges put in place, would limit the impact of a 1% increase in interest rates on debt and hedges to EUR 1.0 million.

The positive impact on equity is EUR 1.5 million with a 0.5% interest rate increase.

RAW MATERIAL RISK

The Faiveley Transport Group is exposed to increases in the cost of semi-finished raw materials such as steel, aluminium and copper, as well as to increases in transportation costs. The table below shows the amounts of each raw material bought annually through purchase of components:


							Stainless
(EUR millions)	Aluminium		Cast iron		Steel		steel		Rubber		Copper
2014/2015 amounts		24		11		34		9		17		5

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:

Financial

Unrealised capital gains/

At 31 March 2015

instruments assets

instruments liabilities

(losses) taken to equity

Interest rate hedges⁽¹⁾

—

849

(566

)

Raw material hedges⁽¹⁾

—

Foreign exchange hedges

35,965

16,998

112

• fair value hedges

17,685

10,190

—

• cash flow hedges

363

263

112

• not eligible for hedge accounting

17,917

6,545

—

TOTAL

36,006

17,847

(413

)

(1)

Cash flow hedges.

Financial

Unrealised capital gains/

At 31 March 2014

instruments assets

instruments liabilities

(losses) taken to equity

Interest rate hedges⁽¹⁾

—

1,512

(1,392

)

Raw material hedges⁽¹⁾

—

(35

)

Foreign exchange hedges

2,979

6,201

(33

)

• fair value hedges

2,284

2,822

—

• cash flow hedges

(33

)

• not eligible for hedge accounting

675

3,346

—

TOTAL

2,979

7,748

(1,460

)

(1)

Cash flow hedges.

Movement in equity reserve (excl. deferred tax)


						Amounts
	Amount at			Movement		reclassified to the			Amount at
	1 April 2014			in the year		income statement			31 March 2015
Interest rate hedges		(1,402	)		1,009		(173	)		(566	)
Foreign exchange hedges		(33	)		177		(32	)		112
Raw material hedges		(35	)		76		—			41
TOTAL		(1,470	)		1,262		(205	)		(413	)

Horizon for release of amounts recorded in equity at 31 March 2015

The amount of EUR 112 thousand recorded in equity in respect of exchange rate derivatives will be recycled to the income statement in the year ending 31 March 2016.

The amount of EUR (566) thousand recorded in equity in respect of interest rate derivatives will be released to the income statement between 1 April 2014 and 31 March 2019 according to the maturity of the flows hedged.

The amount of EUR 41 thousand taken to equity in relation to raw materials will be transferred to the income statement for the year to 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.

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 31 March 2015, receivables sold without recourse totalled EUR 96.9 million, including EUR 7.9 million for reverse factoring programmes implemented at the request of customers.

The amount of receivables sold and not guaranteed was EUR 0.8 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 31 March 2015, the Group had EUR 150 million in undrawn confirmed credit facilities.

At 31 March 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.

AVAILABLE CASH AND CASH EQUIVALENTS


	31 March 2015		31 March 2014
Available credit lines (a)		197,502		194,935
Parent company cash (b)		12,290		71,914
Subsidiaries cash and cash equivalents (c)		223,778		171,386
AVAILABLE CASH AND CASH EQUIVALENTS (1) = (a+b+c)		433,570		438,235
Borrowings due in less than one year (d)		32,482		38,297
Available credit lines maturing in less than one year and bank overdrafts (e)		80,138		107,744
NET CASH AND CASH EQUIVALENTS AVAILABLE OVER THE NEXT YEAR (1-d-e)		320,950		292,194

Cash and cash equivalents include unused factoring cash of EUR 75 million (net of non-guaranteed receivables factored).

Available cash was virtually stable over the period. However, the refinancing of the syndicated credit and part of the bilateral revolving improved the level of cash available within one year.

Financial debt of less than one year is detailed in Note 19 (excluding bank overdraft, fair value of derivatives and invoices factored and not guaranteed).

Available credit facilities represent credit facilities granted by the banks and available immediately to the subsidiaries or the parent company. At 31 March 2015, EUR 1.4 million was used in respect of a bank overdraft.

MATURITY DATES OF FINANCIAL LIABILITIES AT 31 MARCH 2015


	Book								Non-financial
At 31 March 2015	value		Under 1 year		1 to 5 years		Over 5 years		liabilities
Liability financial instruments:
Borrowings		425,560		30,155		242,682		152,723		—
Interest on liabilities		1,908		1,908		—		—		—
Leases		1,301		196		874		231		—
Employee profit sharing		65		65		—		—		—
Various other financial liabilities		6		6		—		—		—
Guarantees and deposits received		56		56		—		—		—
Credit current accounts		96		96		—		—		—
Bank overdrafts		1,396		1,396		—		—		—
Fair value of derivatives – liabilities		19,975		19,975		—		—		—
Invoices factored and not guaranteed		777		777		—		—		—
Financial liabilities		451,140		54,630		243,556		152,954		—
Operating liabilities		291,054		278,173		—		—		12,881
TOTAL		742,194		332,803		243,556		152,954		12,881

Future cash flow


At 31 March 2015	Value		Under 1 year		1 to 2 years		2 to 3 years		Over 3 years
Borrowings		427,468		32,063		30,330		34,284		330,791
Leases		1,301		196		226		209		670
Employee profit sharing		65		65		—		—		—
Various other financial liabilities		6		6		—		—		—
Guarantees and deposits received		56		56		—		—		—
Credit current accounts		96		96		—		—		—

Forecast undiscounted future cash flow of interest and interest rate hedges


At 31 March 2015	Value		Under 1 year		1 to 2 years		2 to 3 years		Over 3 years
Interest on liabilities		47,424		7,890		7,643		7,512		24,379
Cash flow from liability financial instruments		1,913		899		541		282		191

MATURITY DATES OF FINANCIAL LIABILITIES AT 31 MARCH 2014


									Non-financial
At 31 March 2014 restated	Book value		Under 1 year		1 to 5 years		Over 5 years		liabilities
Liability financial instruments:
Borrowings		442,933		36,270		225,056		181,607		—
Interest on liabilities		1,625		1,625		—		—		—
Leases		1,477		188		827		462		—
Employee profit sharing		65		65		—		—		—
Various other financial liabilities		1		1		—		—		—
Guarantees and deposits received		87		56		31		—		—
Credit current accounts		92		92		—		—		—
Bank overdrafts		1,042		1,042		—		—		—
Fair value of derivatives – liabilities		11,322		11,322		—		—		—
Invoices factored and not guaranteed		237		237		—		—		—
Financial liabilities		458,881		50,898		225,914		182,069		—
Operating liabilities		258,552		244,960		—		—		13,592
TOTAL		724,565		300,507		225,914		182,069		16,075

Future cash flow


At 31 March 2014	Value		Under 1 year		1 to 2 years		2 to 3 years		Over 3 years
Borrowings		444,559		37,099		35,482		186,647		185,331
Leases		1,478		189		209		202		878
Employee profit sharing		65		65		—		—		—
Various other financial liabilities		1		1		—		—		—
Guarantees and deposits received		87		56		31		—		—
Credit current accounts		92		92		—		—		—

Forecast future cash flow of interest and interest rate hedges


At 31 March 2014	Value		Under 1 year		1 to 2 years		2 to 3 years		Over 3 years
Interest on liabilities		53,300		8,700		8,700		7,100		28,800
Cash flow from liability financial instruments		1,550		1,200		350		—		—

Contribution to net financial income/(expense)


						Revaluation									Net
												Exchange			financial
												gain or loss			income/
At 31 March 2015	Interest			Dividends		Income		Losses		Disposals		and other			(expense)
Loans and receivables		1,007			—		—		—		—
													15,635			4,070
Payables at amortised cost		(12,573	)		—		—		—		—
Instruments measured at fair value through profit or loss		(1,551	)		—		12,460		—		474		(26,997	)		(15,614	)
Assets available for sale		—			—		—		—		—		—			—
Other		(2,347	)		24		—		—		—		—			(2,323	)
TOTAL		(15,464	)		24		12,460		—		474		(11,362	)		(13,868	)


						Revaluation										Net
													Exchange			financial
													gain or loss			income/
At 31 March 2014 restated	Interest			Dividends		Income		Losses			Disposals		and other			(expense)
Loans and receivables		1,081			—		—		—			—
														(2,072	)		(12,191	)
Payables at amortised cost		(11,200	)		—		—		—			—
Instruments measured at fair value through profit or loss		1,207			—		2,245		(2,657	)		392		1,832			3,019
Assets available for sale		—			—		—		—			—		—			—
Other		(1,933	)		17		—		—			—		—			(1,916	)
TOTAL		(10,845	)		17		2,245		(2,657	)		392		(245	)		(11,093	)

NOTE 21

CURRENT LIABILITIES


	31 March 2015		31 March 2014⁽¹⁾
Trade payables		209,619		180,494
Tax and social security liabilities		68,187		59,879
Accrued credit notes		1,458		959
Deferred income		168		2,008
Accrued expenses		12,713		11,584
Non-current assets suppliers		441		610
Dividends payable		55		55
Other operating liabilities		11,295		2,963
TOTAL		303,935		258,552

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

At 31 March 2015, “Trade payables” included EUR 32.7 million of credit work-in-progress on projects (compared with EUR 23.8 million at 31 March 2014).

The increase in “Other operating liabilities” is primarily due to the exposure of project portfolios to the exchange risk, which increased due to the significant movements in exchange rates over the financial year. This exchange risk is hedged by the financial instruments presented under “Current financial assets” and “Short-term financial borrowings and liabilities” (under “Fair market value of derivatives – liabilities”).

NOTE 22

FACTORING

In order to diversify the Group’s sources of financing and reduce the credit risk, several subsidiaries factor their receivables. At 31 March 2015, the assignment of receivables to the various factors resulted in a EUR 97,716 thousand reduction in “Trade receivables”. These transactions include factoring contracts without recourse as requested by two Group customers, totalling EUR 7,937 thousand. In addition, available and uncalled cash with the factoring companies amounted to EUR 75,028 thousand and is included in cash and cash equivalents. Conversely, the portion of receivables sold and not guaranteed was recorded as financial debt under “Current borrowings and financial liabilities” for an amount of EUR 777 thousand. The risk incurred by the Group in respect of receivables sold 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


	31 March 2015			31 March 2014⁽¹⁾
Continuing activities:
Sales		1,048,423			957,165
Operating profit after share of profit of equity-accounted entities		95,279			87,666
Net financial expense		(13,867	)		(11,093	)
Income tax		(28,535	)		(26,432	)
Share of profit of other equity-accounted entities		—			—
NET PROFIT FROM CONTINUING OPERATIONS		52,877			50,141
CONSOLIDATED NET PROFIT		52,877			50,141
Depreciation and amortisation for the period		17,446			15,985

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

BALANCE SHEET


	31 March 2015		31 March 2014⁽¹⁾
Property, plant and equipment and intangible assets, net		826,029		782,448
Non-current financial assets		25,121		14,938
Deferred tax assets		66,429		51,738
SUB-TOTAL NON-CURRENT ASSETS		917,579		849,124
Inventories and receivables (excluding tax)		516,123		455,757
Other current assets		85,363		53,907
Cash		236,845		239,212
Assets held for sale		7,123		—
SUB-TOTAL CURRENT ASSETS		845,454		748,876
TOTAL ASSETS		1,763,033		1,598,000
Equity		657,452		577,647
Employee benefits and other non-current provisions		48,084		38,235
Deferred tax liabilities		50,854		34,030
Non-current financial debt		396,510		407,983
SUB-TOTAL NON-CURRENT LIABILITIES		495,448		480,248
Current provisions		101,810		94,373
Current financial debt		54,630		50,899
Advances, prepayments and non-financial liabilities (excluding tax)		444,178		381,137
Other current liabilities		9,515		13,696
SUB-TOTAL CURRENT LIABILITIES		610,133		540,105
TOTAL EQUITY AND LIABILITIES		1,763,033		1,598,000
Acquisitions of property, plant and equipment and intangible assets (excluding goodwill) for the period		23,568		18,561
Workforce		5,431		5,264

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

Information by geographic region

Main contribution figures by geographic region of origin:

2014/2015 FY


			Europe
	France		(excl. France)		Americas		Asia/Pacific		Total
Sales		241,779		463,920		158,654		184,070		1,048,423
Closing balance of property, plant and equipment and intangible assets (excluding goodwill)		48,118		38,487		31,353		10,959		128,917
Acquisition of property, plant and equipment and intangible assets (excluding goodwill)		10,666		7,516		1,826		3,559		23,568
Amortisation and depreciation of property, plant and equipment and intangible assets (excluding goodwill)		7,275		6,226		2,152		1,794		17,446

2013/2014 FY


			Europe						Total
	France		(excl. France)		Americas		Asia/Pacific		Restated
Sales		242,422		446,212		123,973		144,558		957,165
Closing balance of property, plant and equipment and intangible assets (excluding goodwill)		44,784		37,104		29,305		7,315		118,508
Acquisition of property, plant and equipment and intangible assets (excluding goodwill)		9,601		6,135		1,222		1,603		18,561
Amortisation and depreciation of property, plant and equipment and intangible assets (excluding goodwill)		5,913		5,569		2,817		1,686		15,985

Main customers

During the 2014/2015 financial year, the Group achieved 30.3% of its sales with the three largest European manufacturers (Alstom, Bombardier and Siemens) and 52.3% with its top ten customers (including Ansaldo, Stadler, SNCF, Trenitalia, Indian Railways, Rotem and CNR).

NOTE 24

SALES


	31 March 2015		31 March 2014⁽¹⁾
Sales of products and services associated with contracts > 1 year		1,009,231		929,329
Sales of products and services associated with contracts < 1 year		39,192		27,836
TOTAL⁽²⁾		1,048,423		957,165

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(2)

Of which sales related to the “Services” Division: EUR 436.0 million at 31 March 2015 and EUR 400 million at 31 March 2014.

NOTE 25

GROSS PROFIT AND COST OF SALES

Gross profit is defined as sales less cost of sales.

Gross profit for the financial year totalled EUR 254.4 million, representing 24.3% of sales compared with 23.7% in 2013/2014 (restated figures).

The cost of sales breaks down as follows:


	31 March 2015			31 March 2014⁽¹⁾
Direct labour		(96,228	)		(84,052	)
Raw materials and components		(418,498	)		(385,468	)
Structure costs		(77,815	)		(73,886	)
Procurement costs		(51,110	)		(48,967	)
Engineering costs		(56,332	)		(55,135	)
Other direct costs		(55,534	)		(48,722	)
Change in projects in progress		1,187			6,890
Net change in project provisions (charge/reversal)		(37,944	)		(41,815	)
Net change in provisions for losses on completion		(1,789	)		958
TOTAL COST OF SALES		(794,062	)		(730,197	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

NOTE 26

OTHER INCOME AND EXPENSES FROM RECURRING OPERATIONS


	31 March 2015			31 March 2014⁽¹⁾
Royalties		1,982			2,119
Reversal of provisions for other liabilities		3,882	⁽²⁾		1,518
Insurance compensation		17			—
Other operating income		918			984
TOTAL OTHER INCOME		6,798			4,621
Royalties		—			—
Doubtful debts		(1,146	)		(877	)
Charges to provisions for other liabilities		(2,338	)		(1,707	)
Inventory writedowns		(6,555	)		(5,148	)
Employee profit sharing		(884	)		(944	)
Other operating expenses		(7,161	)⁽³⁾		(2,837	)
TOTAL OTHER EXPENSES		(18,084	)		(11,513	)
NET TOTAL		(11,286	)		(6,892	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

(1)

Of which EUR 3.3 million of reversal of provision for environmental risk at the Graham-White Manufacturing Co. entity.

(3)

Of which:

•

individual redundancy costs of EUR 3.7 million (of which EUR 1.1 million at the Faiveley Transport entity, EUR 0.8 million at FT Leipzig and EUR 0.7 million at FT Witten);

•

adjustments of EUR 2.0 million to supplier service invoices.

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 EUR 1.6 million, compared with EUR 1.3 million in the previous financial year. Over the period, these restructuring costs primarily related to FT Ibérica for EUR 0.9 million and FT Do Brasil for EUR 0.3 million.

Disposal of non-current assets


	31 March 2015			31 March 2014⁽¹⁾
Sales price of assets sold		148			432
Net book value of assets sold		(214	)		(485	)
TOTAL		(66	)		(53	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

NOTE 28

NET FINANCIAL INCOME/(EXPENSE)


	31 March 2015			31 March 2014⁽¹⁾
Gross cost of financial debt		(12,226	)		(10,513	)
Income from cash and cash equivalents		1,255			1,170
NET COST OF FINANCIAL DEBT		(10,971	)		(9,343	)
Financial instrument income		1,101			5,488
Income linked to exchange differences		31,776			8,558
Proceeds from sale of marketable securities		21			—
Reversal of financial provisions		2			—
Income from vendor loan		—			—
Dividends received		24			17
Other financial income		173			298
OTHER FINANCIAL INCOME		33,097			14,361
Financial instrument charges		(14,319	)		(4,072	)
Charges linked to exchange differences		(19,013	)		(9,400	)
Interest charges on retirement commitments		(1,262	)		(1,010	)
Net book value of financial assets sold		—			(2	)
Charges on bank guarantees		(1,055	)		(912	)
Reversal of discounting the value of put options held by minority shareholders		(18	)		(11	)
Other financial expenses		(327	)		(704	)
OTHER FINANCIAL EXPENSES		(35,994	)		(16,111	)
NET FINANCIAL EXPENSE		(13,868	)		(11,093	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

The net financial expense for the year was primarily due to:

•

the net cost of financial debt for the year, i.e. EUR 11.0 million compared with EUR 9.3 million in the previous year. This increase is primarily due to the cost of the additional long-term “Schuldschein” financing taken in March 2014, which was not totally offset by the favourable impact of lower interest rates and improved interest rate hedging;

•

a EUR 0.5 million unfavourable impact of realised and unrealised exchange differences;

•

other financial income and expense items, comprising bank guarantees, interest on pension commitments, the effect of the reversal of discounting the value of put options held by minority shareholders and other financial income and expenses, resulting in a net loss of EUR 2.4 million.

NOTE 29

INCOME TAX

Analysis by type


	31 March 2015			31 March 2014⁽¹⁾
Current tax - continuing operations		(23,109	)		(28,463	)
Deferred tax - continuing operations		(5,426	)		2,031
TOTAL INCOME TAX - CONTINUING OPERATIONS		(28,535	)		(26,432	)
Tax on discontinued operations		—			—
TOTAL TAX		(28,535	)		(26,432	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

The income tax charge was EUR 28.5 million, compared with EUR 26.4 million for the year to 31 March 2014. As a percentage, the effective tax rate was 38.1%, compared with 36.6% for the year to 31 March 2014. This increase was primarily due to an unfavourable country mix.

Effective tax rate


	31 March 2015			31 March 2014⁽¹⁾
Profit before tax from continuing operations		81,412			76,573
Of which share of profit of joint ventures		6,551			4,368
Profit before tax and share of profit of joint ventures from continuing operations		74,859			72,205
Statutory tax rate of the parent company		38.0	%		38.0	%
THEORETICAL TAX CREDIT/(CHARGE)		(28,447	)		(27,438	)
Impact of:
Permanent differences		(1,703	)		(514	)
Difference in tax rates of other countries		3,705			5,047
Impact of other taxes (CVAE in France, IRAP in Italy and withholding taxes)		(3,034	)		(4,913	)
Deferred tax adjustments related to changes in tax rates		(1,620	)		88
Use of previous tax losses not capitalised		—			630
Change in valuation allowance of deferred tax assets on tax losses carried forward		1,591			100
Change in deferred tax assets not recognised		1,788			(69	)
Tax credits		—			—
Current tax adjustments in respect of earlier periods		(1,070	)		792
Other		252			(155	)
TAX CHARGE		(28,536	)		(26,432	)
Effective tax rate		38.1	%		36.6	%

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

NOTE 30

PROFIT OR LOSS OF OPERATIONS HELD FOR DISPOSAL AND DISCONTINUED OPERATIONS

Nil.

NOTE 31

PAYROLL COSTS AND WORKFORCE

At 31 March 2014 restated and 31 March 2015, the workforce of joint ventures was excluded from the total workforce as a result of the application of IFRS 10, 11 and 12.


	31 March 2015		31 March 2014⁽¹⁾
Salaries		214,093		204,758
Social security charges		55,981		53,671
Retirement and other post-employment benefits		13,803		10,242
Charges associated with share-based payments		2,172		—
TOTAL PAYROLL COSTS		286,049		268,671
TOTAL WORKFORCE		5,431		5,264

(1) Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements

NOTE 32

EARNINGS PER SHARE

The table below shows the reconciliation between earnings per share and diluted earnings per share:


	31 March 2015			31 March 2014⁽¹⁾
Net profit - Group share used in the calculation of basic and diluted earnings per share (EUR thousands)		55,645			50,110
Average number of shares (a)		14,614,152			14,614,152
Average number of treasury shares (b)		(282,158	)		(292,258	)
Average number of outstanding shares (a - b = c)		14,331,994			14,321,894
Average number of dilutive instruments (d)		85,928			244,698
Diluted average number of shares (c + d)		14,417,922			14,566,592
Basic earnings per share		3.88			3.50
Diluted earnings per share		3.86			3.44

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

NOTE 33

POST-BALANCE SHEET EVENTS

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 will take place in the first quarter of the 2015/2016 financial year. The remaining 10% equity interest will be transferred in the first quarter of the 2016/2017 financial year.

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 services (MRO) 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.

NOTE 34

TRANSACTIONS WITH RELATED PARTIES

The aim of this note is to present the material transactions entered into between the Group and its related parties as defined by IAS 24.

The parties related to the Faiveley Transport Group are the consolidated companies (including the companies that are proportionally consolidated and those consolidated using the equity method), the entities and individuals that control Faiveley Transport and the Group’s senior management.

Transactions entered into between the Faiveley Transport Group and its related parties are at arm’s length terms.

Transactions with related companies

A list of consolidated companies is provided in Note 37.

Transactions carried out and balances outstanding with fully consolidated companies at the balance sheet date are fully eliminated on consolidation.

Only the following are included in the notes below:

•

data relating to such intra-Group transactions, when they involve joint ventures (equity accounted) concerning the portion not eliminated on consolidation;

•

material transactions with other Group companies.

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 terms.


(EUR thousands)	31 March 2015			31 March 2014⁽¹⁾
Sales		32,610			17,973
Operating receivables		13,925			13,626
Operating liabilities		(2,206	)		(1,396	)

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

WITH THE COMPANIES THAT CONTROL FAIVELEY TRANSPORT

With FAMILLE FAIVELEY PARTICIPATIONS

CONTRACT OF ASSISTANCE:

The strategic support and service agreement with Famille Faiveley Participations specifies all the services provided by Famille Faiveley Participations, particularly in terms of strategic consultancy and the Faiveley Transport Group development policy.

Under the terms of the contract of assistance and the rebilling of rent and services provided, Faiveley Transport recognised the following amounts as expenses and income for the financial year:


	Faiveley Transport		Faiveley Transport
(EUR)	expenses		income
Contract of assistance, provision of services		380,876
Rebilling of rent and utility expenses		—		3,170

• FRACTION OF FINANCIAL INVESTMENTS, RECEIVABLES, DEBTS, EXPENSES AND INCOME PERTAINING TO THESE RELATED COMPANIES:


(EUR thousands)	31 March 2015			31 March 2014
Trade receivables		1			1
Borrowings and various financial liabilities		—			—
Trade payables		(114	)		(114	)
Rebilling		3			3
Provision of services		(381	)		(380	)
Financial income		—			—
Financial expenses		—			—

Senior management and non-executive officers’ remuneration

The Group considers that, within the meaning of IAS 24, the Group’s senior management comprise mainly the members of the Management Board, the Supervisory Board and the Executive Committee.

The Remuneration Committee determines the remuneration to be allocated to members of the Management Board; it is responsible for assessing and determining the variable portion of the remuneration of the members of the Management Board, which is based on performance targets and the financial statements audited by the Statutory Auditors.

The following table provides details, in aggregate and for each category, of the components of remuneration of senior management:


(EUR)	2014/2015			2013/2014
Short-term benefits⁽¹⁾		5,135,691			4,868,053
Termination benefits⁽⁴⁾		688,000			457,000
Post-employment benefits⁽²⁾		(26,128	)		9,768
Share-based remuneration⁽³⁾		—			—
Other long-term benefits		(655	)		(299	)
Directors’ fees⁽⁵⁾		226,059			252,573
TOTAL		6,022,967			5,587,095

(1)

This category comprises fixed and variable remuneration (including employers’ costs), profit sharing and incentive payments, supplementary contributions and benefits in kind paid during the year.

(2)

Movements in retirement provisions.

(3)

Charge recognised in the income statement.

(4)

In the year to 31 March 2015, termination benefits concerned Thierry Barel. In the year to 31 March 2014, termination benefits concerned Helen Potter for EUR 175 thousand and François Feugier for EUR 282 thousand.

(5)

Amount paid after deduction of withholding taxes.

Agreements entered into with senior management

With Stéphane RAMBAUD-MEASSON

Pursuant to the provisions of Articles L. 225-90-1 and R. 225-60-1 of the Commercial Code, the Supervisory Board at the meeting of 27 May 2014, on the proposal of the Remuneration Committee, set the terms and conditions of the termination benefits of Stéphane Rambaud-Measson, Chairman of the Management Board and Chief Executive Officer of Faiveley Transport Group since 7 April 2014.

Stéphane Rambaud-Measson will be entitled to special compensation not exceeding eighteen (18) months of fixed and variable remuneration, in the event of his dismissal, except in the event of serious or gross misconduct. The calculation being based on the average monthly amount of gross fixed and variable remuneration received by Stéphane Rambaud-Measson during the twelve (12) months prior to departure.

This base will be affected by a coefficient equal to the average share of variable remuneration received during the 3 years prior to departure.

The Supervisory Board at the meeting of 27 May 2014 authorised, on the proposal of the Remuneration Committee, an adjustment related to the termination of Stéphane Rambaud-Measson’s employment contract, consisting of the taking out unemployment insurance (insured risk of EUR 15,000 per month for 12 months).

With Thierry BAREL

Pursuant to the provisions of Articles L. 225-90-1 and R. 225-60-1 of the Commercial Code, the Supervisory Board at the meeting of 27 May 2014, on the proposal of the Remuneration Committee, set the amount of the termination benefits of Thierry Barel, Chairman of the Management Board and Chief Executive Officer of Faiveley Transport from 1 April 2011 until his removal on 7 April 2014.

Thierry Barel received special compensation of EUR 688,000, based on the application of the performance conditions provided for in the event of the termination of his term of office.

NOTE 35

DIVIDENDS

Approval was granted at the General Meeting of 12 September 2014 for the payment of a dividend (including treasury shares) in respect of the 2013/2014 financial year totalling EUR 11,691,321.60:

•

EUR 11,454,135.20 in respect of the EUR 0.80 dividend per share paid on 3 October 2014 to 14,317,669 shares for the 2013/2014 financial year;

•

EUR 237,186.40 in unpaid dividends, corresponding to the 296,483 treasury shares held by Faiveley Transport at the time of the dividend distribution on 2 October 2014.


	Number of shares		Treasury shares		Number of shares to which dividends have been paid		Dividends approved
Ordinary shares		6,603,041		296,483		6,306,558		5,045,246
Shares with double voting rights		8,011,111		—		8,011,111		6,408,889
TOTAL		14,614,152		296,483		14,317,669		11,454,135	⁽¹⁾

(1)

Including EUR 5,052,330 to Financière Faiveley and EUR 927,430 to François Faiveley Participations (FFP).

In respect of the 2014/2015 financial year, the General Meeting will be asked to approve the payment to shareholders of a dividend of EUR 13,152,736.00, being EUR 0.90 per share. This distribution will be taken from the account “Retained Earnings”. The dividend will be payable from 5 October 2015. This dividend was not recognised as a liability at 31 March 2015.

NOTE 36

OFF-BALANCE SHEET COMMITMENTS

Leases

OPERATING LEASES

The operating leases entered into by the Faiveley Transport Group relate mainly to various buildings and furnishings.

The income and expenses recognised in respect of operating leases over the last three financial years break down as follows:


	2014/2015			2013/2014			2012/2013
Operating lease expenses		(12,018	)		(11,148	)		(11,482	)
Sub-letting income		525			511			538
TOTAL		(11,493	)		(10,637	)		(10,944	)

The future minimum payments to be made in respect of operating leases that are non-cancellable and had not expired as at 31 March 2015 are as follows:


	Less than 1 year		1 to 5 years		More than 5 years
Total future lease payments		9,933		34,544		10,555

Other commitments given


	31 March 2015		31 March 2014⁽¹⁾
Deposits, securities and bank guarantees given to customers		234,024		224,557
of which given by joint ventures		—		—
Guarantees and securities given by the parent company to customers and banks		540,694		403,402
of which on behalf of joint ventures		14,036		5,757
Borrowings guaranteed by pledges:		—		—
mortgages of buildings		—		—

(1)

Restated pursuant to the retrospective application of IFRS 10, 11 and 12. See Note 3 to the consolidated financial statements.

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: EUR 2,669 thousand.

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
Parent company:
FAIVELEY TRANSPORT
Full consolidation:
Faiveley Transport Leipzig GmbH & Co. KG	Germany		100.00		100.00
Faiveley Transport Witten GmbH	Germany		100.00		100.00
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
Faiveley Transport Do Brasil Ltda.	Brazil		100.00		100.00
Faiveley Transport Canada Ltd.	Canada		100.00		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 Ibérica SA	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
Faiveley Transport Amiens	France		100.00		100.00
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


Entity	Country	% control		% interest
Faiveley Transport FMPR	Iran		51.00		51.00
Faiveley Transport Italia Spa	Italy		100.00		98.70
Faiveley Transport Polska z.o.o.	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
o.o.o Faiveley Transport	Russia		100.00		98.00
Faiveley Transport Metro Technology Singapore Ltd.	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		80.00		80.00
Schwab Verkehrstechnik AG	Switzerland		100.00		100.00
Faiveley Transport Metro Technology Thailand Ltd.	Thailand		100.00		100.00
Faiveley Transport Metro Technology Taiwan Ltd.	Taiwan		100.00		100.00
Equity-accounted joint ventures
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
Other equity-accounted entities:
Nil	—		—		—
Partnerships qualifying as joint arrangements:
Nil	—		—		—

NOTE 38

STATUTORY AUDITORS’ FEES

Fees payable to the Statutory Auditors and members of their network as part of assignments relating to the financial statements at 31 March 2015 and 31 March 2014 were as follows:


	ECA				PWC
	2014/2015		2013/2014		2014/2015		2013/2014
Audit:
Statutory Auditors, certification, review of individual and consolidated financial statements:
• Issuer		154		152		251		244
• Subsidiaries		106		106		634		711
Other assignments directly related to the audit assignment		—		3		—		—
SUB-TOTAL AUDIT FEES		260		261		885		954
Other services:
Legal, tax, corporate		—		—		—		36
Other		—		—		6		19
SUB-TOTAL OTHER SERVICES		—		—		6		55
TOTAL		260		261		891		1,009

NOTE 39

FINANCIAL COMMUNICATION

These consolidated financial statements are available in both French and English.

STATUTORY AUDITORS’ REPORT ON THE 2014/2015

CONSOLIDATED FINANCIAL STATEMENTS (PERIOD FROM 1 APRIL 2014 TO 31 MARCH 2015)

“This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information presented below is the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures. 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 the Annual General Meeting, we hereby report to you, for the year ended 31 March 2015, on:

•

the audit of the accompanying consolidated financial statements of Faiveley Transport SA ;

•

the justification of our assessments;

•

the specific verification required by law.

These consolidated financial statements have been approved by the Management Board. Our role is to express an opinion on these consolidated financial statements based on our audit.

I - Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance regarding whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence regarding the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 March 2015 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Without questioning the opinion expressed above, we draw your attention on note 3 “Consolidation principles and methods –Principles of presentation” of the appendix in the consolidated financial statements which presents modalities and incidence of the standard IFRS 10, 11 & 12 first application.

II - Justification of our assessments

In accordance with the requirements of Article L. 823-9 of the French Commercial Code (Code de Commerce) relating to the justification of our assessments, we bring to your attention the following matters:

•

At the year-end, the Group performs impairment testing on goodwill and intangible assets with indefinite lives and assesses whether there is an indication of impairment of non-current assets, in accordance with the terms and conditions described in note 3 “Consolidation principles and methods – Use of estimates & Intangible assets Goodwill” and Note 5 “Goodwill”. We have reviewed the methods for implementing this impairment testing, the cash flow forecasts and assumptions used by the management, as well as estimates resulting from the latter. We have verified that above mentioned Notes provide appropriate disclosure.

•

The Group recognizes income generated on contracts using the percentage of completion method in accordance with the terms and conditions described in Note 3 “Consolidation principles and methods – Income statement presentation”. These results are determined based on costs and revenue associated with the contracts, as estimated by executive management. Based on the information provided to us, our work consisted in assessing the financial information and the assumptions on which these estimates have been based, in reviewing the calculations performed by the Company, in comparing estimates of revenue on completion from previous periods with actual results, and in examining the procedures used by executive management to approve these estimates.

•

The Group records provisions to cover miscellaneous liabilities and charges as described in Note 3 “Consolidation principles and methods – Provision for liabilities and charges, Other provisions for liabilities and charges” and Note 18 “Detail of provisions”. Based on the information available, our work consisted in examining, by sampling, the financial information and the assumptions on which theses estimates have been based, in reviewing the calculations performed by the Company, in comparing accounting estimates from previous periods with actual results and in examining the procedures used by executive management to approve these estimates. On this basis, we assessed the reasonableness of estimates made.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we have formed, which is expressed in the first part of this report.

III - Specific verification

As required by law, we also verified in accordance with professional standards applicable in France the information presented in the Group’s management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.


Neuilly-sur-Seine and Dijon, June 26 2015
The Statutory Auditors

PricewaterhouseCoopers Audit				Expertise Comptable et Audit
Philippe Vincent				Jérôme Burrier

PARENT COMPANY

FINANCIAL STATEMENTS

BALANCE SHEET

ASSETS


			31 March 2015
(EUR thousands)	Notes		Gross		Amort., depr. and prov. charges		Net		31 March 2014 Net
Non-Current Assets
Intangible assets
Other intangible assets		C.1		396,757		7,947		388,809		386,996
In progress		C.1		17,777		—		17,777		17,920
Property, plant and equipment
Buildings		C.1		—		—		—		—
Plant and machinery		C.1		—		—		—		—
Other property, plant and equipment		C.1		1,449		443		1,006		638
Financial assets
Equity investments		C.2		496,068		—		496,068		550,188
Loans and receivables from equity investments		C.2		105,562		—		105,562		125,443
Other financial assets		C.2		566		—		566		459
TOTAL (I)				1,018,179		8,390		1,009,789		1,081,644
Current Assets
Receivables
Advances and prepayments received on orders		C.3		117		—		117		147
Trade receivables		C.3		48,079		—		48,079		46,368
Other receivables (incl. tax consolidation)		C.3		38,575		—		38,575		12,240
Cash and cash equivalents
Marketable securities		C.4		13,520		99		13,421		67,244
Cash and cash equivalents		C.4		187,878		—		187,878		277,388
Prepaid expenses		C.11		1,080		—		1,080		1,119
Translation difference - assets				424		—		424		759
TOTAL (II)				289,674		99		289,575		405,265
TOTAL ASSETS (I + II)				1,307,854		8,490		1,299,364		1,486,909

EQUITY AND LIABILITIES

31 March 2015

31 March 2014

(EUR thousands)

Notes

before allocation

Equity

Share capital

C.5

14,614

Merger and contribution premiums

C.5

104,954

Legal reserve

C.5

1,461

Regulated reserves

C.5

—

Other reserves

C.5

—

Retained earnings

C.5

89,547

57,935

Net profit for the year

C.5

40,652

43,065

Regulated provisions

C.6

—

TOTAL EQUITY (I)

251,228

222,031

Provisions for liabilities and charges

C.6

7,337

4,883

TOTAL (II)

7,337

4,883

Liabilities

Loans and borrowings

Bond-type issues

C.7

58,522

58,182

Loans and borrowings from credit institutions

C.7

536,114

649,509

Other loans and borrowings

C.7

417,157

520,583

Other liabilities

Trade payables

C.8

17,276

14,854

Tax and social security liabilities

C.8

8,360

9,084

Other liabilities

C.8

2,543

5,452

Deferred income

C.11

—

Translation difference

827

2,332

TOTAL (III)

1,040,798

1,259,995

TOTAL EQUITY AND LIABILITIES (I + II + III)

1,299,364

1,486,909

INCOME STATEMENT


(EUR thousands)	Notes		31 March 2015			31 March 2014
SALES (EX. VAT)		C.12		67,360			62,211
Cost of sales				(58,663	)		(53,528	)
Gross profit				8,697			8,683
Non-productive fixed costs				(12,007	)		(8,667	)
Other income				511			498
Other expenses				(552	)		(346	)
Restructuring costs				—			—
OPERATING PROFIT/(LOSS)				(3,352	)		168
Amortisation and depreciation charges included in operating profit				1,675			930
Operating profit/(loss) before amortisation and depreciation charges				(1,677	)		1,098
Net financial income		C.15		42,784			46,227
PROFIT FROM ORDINARY ACTIVITIES				39,432			46,394
NET EXCEPTIONAL INCOME/(EXPENSE)		C.16		—			168
Employee profit-sharing				—			—
Income tax		C.17		1,220			(3,497	)
NET PROFIT				40,652			43,065

CASH FLOW STATEMENT


(EUR thousands)	Notes		31 March 2015			31 March 2014
Cash flow from operating activities:
Net profit				40,652			43,065
Adjustment for non-cash items:				—			—
• Depreciation and amortisation charges on PPE and intangible assets				1,675			930
• Provision charges				4,970			2,926
• Provision reversals				(2,498	)		(717	)
• Gains/(losses) on asset disposals				—			38
• Reversal of debt write-off				—			—
SELF-FINANCING CAPACITY				44,799			46,242
Gross change in operating assets and liabilities:				—			—
• Decrease/(increase) in receivables				(27,642	)		20,786
• Increase/(decrease) in payables and accrued expenses				(2,716	)		(3,409	)
CASH FLOW FROM OPERATING ACTIVITIES				14,441			63,619
Investment activities				—			—
Purchase of PPE and intangible assets				(3,714	)		(3,531	)
Proceeds from disposal of PPE and intangible assets				—			—
Purchase of financial investments				(1,993	)		(29,719	)
Proceeds from sale of financial assets				75,885			65,291
Cash arising from acquisitions of subsidiaries				—			—
CASH FLOW FROM INVESTMENT ACTIVITIES				70,178			32,041
Proceeds from share capital increases				—			—
Other movements in equity				—			—
Dividends paid				(11,454	)		(13,542	)
Proceeds from new borrowings				—			134,610
Repayment of borrowings				(31,676	)		(46,418	)
Short-term loans on acquisition of subsidiaries				—			—
Movement in Group current accounts				(103,426	)		(91,574	)
CASH FLOW FROM FINANCING ACTIVITIES				(146,556	)		(16,924	)
Net increase/(decrease) in cash and cash equivalents				(61,937	)		78,736
Cash and cash equivalents at beginning of the period				86,303			7,567
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD		C.4		24,366			86,303

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

Notes to the parent company financial statements at 31 March 2015, in which assets totalled EUR 1,299,364 thousand, and the income statement showed a net profit of EUR 40,652 thousand. The financial period was of 12 months and covered the period from 1 April 2014 to 31 March 2015.

A. FINANCIAL YEAR SIGNIFICANT EVENTS

On 2 July 2014, the Management Board decided to allocate free performance-based shares pursuant to the authorisation granted at the Extraordinary General Meeting of 12 September 2013. This involved allocating a total of 135,106 shares to 226 beneficiaries.

The Management Board, at the meetings of 25 November 2014 and 27 March 2015, decided to allocate free performance-based shares pursuant to the authorisation granted at the Extraordinary General Meeting of 12 September 2014. These involved allocating a total of 1,000 and 4,000 shares respectively to 3 beneficiaries.

B. ACCOUNTING RULES AND METHODS

1. Application of accounting rules and methods

The financial statements at 31 March 2015 have been prepared in accordance with accounting rules applicable in France:

•

the Law of 30 April 1983 and its application decree of 29 November 1983;

•

the French General Chart of Accounts 2014 as described by Regulation 2014-03 of Autorité des Normes Comptables.

The financial statements and the analyses for the year ended 31 March 2015 have been prepared and presented in accordance with accounting rules and in compliance with the principles of:

•

prudence;

•

independence of financial years;

•

going concern;

•

consistency of methods.

The historical cost method was used to determine accounting values.

2. Change of methods during the year

No changes of methods have been introduced by the Company during the year.

3. Measurement methods

The measurement methods described below have been used for the various items included in the financial statements.

In preparing the financial statements, the following provisions applicable to financial years beginning on or after 1 January 2005 were taken into account:

•

CRC regulation n° 2002-10 on asset amortisation and impairment;

•

CRC regulation n° 2004-06 on the definition, recognition and measurement of assets.

3.1 PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Property, plant and equipment and intangible assets are recognised at their acquisition cost, at their transfer value in the case of those related to restructuring operations of previous financial years or at cost for those developed internally. In order to recognise an unfavourable technical variance, the latter must be assessed at each year-end. If there is an indication of impairment, a writedown charge must be recognised in the financial statements.

3.2 AMORTISATION AND DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Depreciation and amortisation of non-current assets are measured on a straight-line basis.

The principal periods of amortisation and depreciation are as follows:

Intangible assets:


•	software	1 to 10 years
•	patents	9 to 15 years

Property, plant and equipment:


•	buildings	15 to 20 years
•	misc. equipment and fittings	10 years
•	machinery and industrial equipment	3 to 8 years
•	vehicles	4 years
•	office equipment	3 to 10 years
•	IT hardware	3 to 5 years
•	furniture	5 to 10 years

3.3 EQUITY INVESTMENTS

Equity investments are measured at their purchase and/or contribution value. At the end of the financial year, a provision for impairment is established when the realisable value is lower than the acquisition value. The realisable value is the value in use for the Group, measured on the basis of future discounted cash flows.

3.4 RECEIVABLES FROM EQUITY INVESTMENTS

Receivables from equity investments correspond to loans provided to Group companies, as well as current accounts receivable from subsidiaries (excluding current tax receivables resulting from the Group’s tax consolidation). A provision is established whenever there is a risk of non-recovery.

3.5 ACCOUNTS RECEIVABLE AND PAYABLE

Accounts receivable and payable are recorded at nominal value. Provisions have been made for bad and doubtful debts according to the likelihood of non-recovery, as estimated at the end of the financial year. Old accounts for which non-recovery has become a certainty are written off as an expense and the corresponding provisions reversed through the income statement.

3.6 MARKETABLE SECURITIES

Marketable securities are recognised at their fair value on the basis of their quoted price or at their liquidation value at the year-end. Marketable securities are subject to impairment when their liquidation value at the financial year-end is lower than their acquisition value.

Treasury shares are included under this heading in accordance with CRC Regulation 2008-15 on treasury shares.

The value of treasury shares unallocated to the various share purchase and subscription plans and free share allocation plans is written down based on the average share price noted over the last month of the financial year.

3.7 SHARE CAPITAL

All capital increases are registered at the nominal value of the shares issued. Should the issue price be greater than the nominal value, the difference is recorded in the share premium reserve.

3.8 PROVISIONS FOR LIABILITIES AND CHARGES

Provisions represent liabilities whose due date or amount has not been precisely determined. In particular, they include provisions for charges to cover share subscription option and free share allocation plans and provisions for litigation.

3.9 LOANS AND BORROWINGS

Loans and borrowings are valued at their nominal value.

3.10 FINANCIAL INSTRUMENTS

Foreign exchange risk

The Group operates in foreign countries and is therefore exposed to exchange risk as a result of various foreign currency exposures. Exchange risk is managed centrally by the parent company’s Treasury Department and comprises two parts:

•

exchange risk management relating to tenders in foreign currencies (uncertain risk);

•

exchange risk management relating to commercial contracts (certain risk).

The Group’s policy is to systematically hedge the full value of future transactions expected in every major currency.

Interest rate risk

The Group manages its interest rate cash flow risk through the use of swaps or options. From an economic point of view, the effect of these interest rate swaps or caps is to convert variable rate borrowings into fixed rate borrowings. The Group may also use structured instruments that do not qualify for hedge accounting.

A detailed description of the exchange and interest rate risks is provided in Paragraph 7.3 below:

Foreign exchange transactions

Income and expenses in foreign currencies are recorded at the exchange rate on the transaction date.

Foreign currency-denominated borrowings, receivables and cash are recorded in the balance sheet at the exchange rate on the balance sheet date. Any exchange difference arising from the revaluation of these items at these exchange rates is taken to “translation differences”.

The unrealised exchange loss resulting from the determination of an overall foreign exchange position on assets and liabilities held on the balance sheet date is subject to a provision for foreign exchange risk.

C. NOTES TO THE BALANCE SHEET AND INCOME STATEMENT

Figures are expressed in thousands of Euros unless indicated otherwise.

1. Property, plant and equipment and intangible assets

CHANGES IN THE PERIOD


	Gross		Acquisitions		Disposals and			Gross
	1 April 2014		developments		reclassifications			31 March 2015
Intangible assets⁽¹⁾		393,435		399		2,923			396,757
Intangible assets in progress⁽²⁾		17,920		2,780		(2,923	)		17,777
General fittings, fixtures and miscellaneous		610		215		—			825
Office equipment and computer hardware, furniture		304		320		—			624
Advances and prepayments on non-current assets		—		—		—			—
TOTAL		412,269		3,714		—			415,983

(1)

This includes the EUR 384.8 million unfavourable technical variance recognised as part of the transfer of all assets and liabilities of Faiveley Transport and Faiveley Management during the financial year ended 31 March 2009. This technical variance was subject to an impairment test at 31 March 2015, which did not highlight the need for a writedown charge to be recognised in the financial statements.

The remainder of this heading primarily includes IT software development costs.

(2)

Including work-in-progress of EUR 2,923 thousand commissioned during the financial year.

AMORTISATION, DEPRECIATION AND WRITEDOWNS


	At 1 April 2014		Charges		Decreases		At 31 March 2015
Intangible assets		6,440		1,507		—		7,947
General fittings, fixtures and miscellaneous		152		65		—		217
Office equipment and computer hardware, furniture		124		102		—		226
TOTAL		6,716		1,674		—		8,390

2. Financial investments

CHANGES IN THE PERIOD


	Gross		Acquisitions/			Disposals/			Gross
	1 April 2014		Increases			Decreases			31 March 2015
Equity investments		550,188		1,880	⁽¹⁾		(56,000	)⁽²⁾		496,068
Loans and receivables from equity investments		125,443		16,413			(36,294	)		105,562
Other financial investments		459		113			(6	)		566
TOTAL		676,090		18,406			(92,300	)		602,196

(1)

This increase is due to the acquisition of minority interests in Nowe.

(2)

This decrease is due to the reduction in the share capital of FT Belgique.

MATURITY OF RECEIVABLES (EXCLUDING FINANCIAL INVESTMENTS)


							Net
	Less than 1 year		1 to 5 years		More than 5 years		at 31 March 2015
Loans and receivables from equity investments		105,009		553		—		105,562
Other financial investments		8		—		558		566
TOTAL		105,017		553		558		106,128

3. Receivables


					Net		Net
	Less than 1 year		More than 1 year		at 31 March 2015		at 31 March 2014
Trade receivables		48,079		—		48,079		46,368
Other receivables – advances and prepayments⁽¹⁾		34,073		—		34,073		8,443
Tax consolidation		4,619		—		4,619		3,944
TOTAL		86,771		—		86,771		58,755

(1)

Of which tax receivables of EUR 1,220 thousand in relation to Faiveley Transport Holding GmbH & Co KG and Faiveley Transport Leipzig GmbH & Co KG at 31 March 2015 and a portfolio of bank guarantees of EUR 30.2 million.

4. Cash and marketable securities


	31 March 2015			31 March 2014
Marketable securities⁽¹⁾		13,421			67,244
Cash and cash equivalents		187,878			277,388
Bank overdrafts		(177,032	)		(258,411	)
TOTAL		24,267			86,221

(1)

Of which treasury shares of EUR 13,420 thousand.

5. Equity


			Share				Retained			Profit/(loss)
	Share capital		premium		Reserves		earnings			for the year			Total
BALANCE AT 31 MARCH 2013		14,614		104,954		1,461		44,716			26,762			192,507
Allocation of 2012/2013 profit		—		—		—		26,762			(26,762	)		—
Dividends paid		—		—		—		(13,541	)		—			(13,541	)
Profit/(loss) for the year		—		—		—		—			43,065			43,065
Other		—		—		—		—			—			—
BALANCE AT 31 MARCH 2014		14,614		104,954		1,461		57,937			43,065			222,031
Allocation of 2013/2014 profit		—		—		—		43,065			(43,065	)		—
Dividends paid		—		—		—		(11,455	)		—			(11,455	)
Profit/(loss) for the year		—		—		—		—			40,652			40,652
Other		—		—		—		—			—			—
BALANCE AT 31 MARCH 2015		14,614		104,954		1,461		89,547			40,652			251,228

5.1 SHARE CAPITAL

At 31 March 2015, the share capital of the Company was EUR 14,614,152, divided into 14,614,152 shares of EUR 1 each, fully paid up. Shares registered in the name of the same shareholder for at least two years (7,721,000 shares at 31 March 2015) have double voting rights.

Analysis of share capital


	Nominal		31 March		Newly		Granted double
Shares	value		2014		issued		voting rights			31 March 2015
Ordinary		1		6,682,517		—		210,635			6,893,152
Amortised		—		—		—		—			—
With priority dividends		—		—		—		—			—
With double voting rights		1		7,931,635		—		(210,635	)		7,721,000
TOTAL		1		14,614,152		—		—			14,614,152

Treasury shares

At 31 March 2015, the Company directly or indirectly held 234,074 treasury shares, including 10,455 shares through its liquidity contract. These shares accounted for 1.60% of the share capital. Out of these 234,074 shares, 196,535 were earmarked for the various stock option and free share plans.

Employee shareholding

FCPE Faiveley Actions holds 15,360 shares (0.1%) in the Company.

Share purchase or subscription option plans

• PLAN FEATURES

Share subscription

Allocation

Share purchase option plan

option plan

Date of Management Board meeting

19/02/2008

16/07/2008

23/11/2009

Exercise price in EUR⁽¹⁾

32.31

40.78

54.91

Date from which options can be exercised

19/02/2010

16/07/2010

22/11/2013

Expiry date

18/02/2015

16/07/2015

22/11/2017

Number of options remaining to be exercised at 31 March 2014

5,960

22,600

116,000

Options granted during the period

—

Options cancelled during the period

—

Options exercised during the period

(5,960

)

(14,153

)

—

Number of options remaining to be exercised at 31 March 2015

—

8,447

116,000

(1)

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%.

Free performance-based share allocation plans and free share plans

FREE PERFORMANCE-BASED SHARE ALLOCATION PLAN OF 12 JULY 2014

•

a cumulative profit from recurring operations target for the 2014/2015 and 2015/2016 financial years;

•

a cumulative cash flow generation target set for the 2014/2015 and 2015/2016 financial years;

•

a target for the rollout of the Faiveley Worldwide Excellence (FWE) programme

If the performance criteria are completely fulfilled or are exceeded, the beneficiaries will receive the full number of shares that have been allocated to them.

FREE PERFORMANCE-BASED SHARE ALLOCATION PLAN OF 25 NOVEMBER 2014

FREE PERFORMANCE-BASED SHARE ALLOCATION PLAN OF 27 MARCH 2015

• PLAN FEATURES

Allocation

Free performance-based shares

Free shares

Date of authorisation by the AGM

14/09/2012

12/09/2013

12/09/2014

14/09/2011

14/09/2012

Date of Management Board meeting

24/10/2012

02/07/2014

25/11/2014

27/03/2015

05/03/2012

15/01/2013

Date ownership of free shares transferred to French tax residents

24/10/2014

02/07/2016

n/a

27/03/2017

05/03/2014

15/01/2015

Date ownership of free shares transferred to non-French tax residents

n/a

02/07/2018

25/11/2018

27/03/2019

05/03/2016

15/01/2017

Vesting date of free shares

24/10/2016

02/07/2018

25/11/2018

27/03/2019

05/03/2016

15/01/2017

Total number of shares allocated at 31 March 2014

7,500

—

27,014

⁽¹⁾

68,142

Number of shares allocated during the period

—

135,106

1,000

4,000

—

Number of shares cancelled during the period

(4,624

)

(2,700

)

(1,000

)

(1,972

)

(2,848

)

Total number of shares vested during the period under this plan

(2,876

)

—

(34,654

)

Total number of shares allocated at 31 March 2015

—

132,406

—

4,000

25,042

30,640

Terms and conditions of share allocation under the plan

Determination
of % of shares
vested at
24/10/2014

Determination
of % of shares
vested at
02/07/2016

Determination
of % of shares
vested at
25/11/2016

Determination
of % of shares
vested at
27/03/2017

Allocation subject
to personal
investment by
beneficiaries,
with two free
shares granted for
every share
bought

(1)

5.2 SHARE PREMIUM

The share premium represents the difference between the nominal value of securities and the amount, net of costs, received in cash or kind at the time of the issue.

6. Regulated provisions and provisions for liabilities and charges


					Used			Unused
	At 1 April 2014		Charges		reversals			reversals			At 31 March 2015
Accelerated depreciation		—		—		—			—			—
REGULATED PROVISIONS		—		—		—			—			—
Provision for exchange risk		759		424		(759	)					424
Provisions for taxes		—		—		—			—			—
Provisions for litigation		402		411		—			—			813
Provisions for option plans⁽¹⁾		3,707		4,109		(1,538	)		(201	)		6,077
Provisions for employee compensation		15		8		—			—			23
PROVISIONS FOR LIABILITIES AND CHARGES		4,883		4,952		(2,297	)		(201	)		7,337

(1)

This item primarily includes provisions for option plans of EUR 6,077 thousand. This provision consists of EUR 1,097 thousand for the subscription option plan of 5 March 2012, EUR 1,846 thousand for the subscription option plan of 15 January 2013, EUR 3,133 thousand for the free performance-based share plan of 2 July 2014 and EUR 1 thousand for the free performance-based share plan of 27 March 2015.

7. Loans and borrowings


	Less than 1 year		More than 1 year		At 31 March 2015		At 31 March 2014
Bond-type borrowings⁽¹⁾		1,595		56,927		58,522		58,182
Loans and borrowings from credit institutions⁽²⁾		208,588		327,526		536,114		649,509
Employee profit-sharing		—		65		65		65
Other financial liabilities		—		—		—		—
Credit current accounts⁽³⁾		417,092		—		417,092		520,518
TOTAL		627,275		384,518		1,011,793		1,228,274

(1)

Bond-type issue (US private placement).

(2)

Of which EUR 130 million Schuldschein-type loan (private placement under German law), EUR 225 million loan granted by the bank pool, EUR 3.8 million loan taken from OSEO in June 2014, EUR 0.3 million in interest due in respect of financial debt and bank overdrafts of EUR 177 million.

(3)

Of which cash advances of EUR 240.7 million received from subsidiaries, cash pooling advances of EUR 175.6 million and advances of EUR 0.8 million related to the forfeiting programme.

In respect of all its sources of financing and following the renegotiation of the syndicated loan, Faiveley Transport Group must now comply with the following four financial conditions:

•

leverage ratio “Consolidated Net Debt/Consolidated EBITDA”, which must be less than 3;

•

gearing ratio “Consolidated Net Debt/Equity”, which must be less than 1.5;

•

total bank guarantees, which must be less than 22% of the order book;

•

“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.

The calculation of banking ratios for the “USPP” and “Schuldschein” loans is based on accounting standards applicable at the balance sheet date. The calculation of banking ratios for the Syndicated Credit loan is based on accounting standards applicable at the date the contract was signed.

At 31 Mars 2015, ratios were as follows for the various sources of financing:


	Banque			Syndicated		US private		Schuldschein
At 31 March 2015	Postale loan			credit		placement		loan
“Consolidated Net Debt/Consolidated EBITDA” ratio		1.59			1.49		1.68		1.58
“Net Financial Debt/Consolidated Equity” ratio		0.26			n/a		0.28		0.26
Bank guarantees/order book		12.4	%		n/a		n/a		n/a
“Consolidated EBITDA/Cost of Consolidated Net Financial Debt” ratio		10.02			10.65		10.05		10.05

8. Other liabilities


	Less than 1 year		More than 1 year		At 31 March 2015		At 31 March 2014
Trade payables		17,276		—		17,276		14,854
Tax and social security liabilities		8,360		—		8,360		9,084
Tax consolidation		1,857		—		1,857		4,493
Other liabilities		686		—		686		958
TOTAL		28,179		—		28,179		29,389

9. Deferred expenses

Nil.

10. Accrued expenses and accrued income

10.1

ACCRUED EXPENSES


Accrued expenses included in the following balance sheet headings	2014/2015		2013/2014
Borrowings and financial debt		1,908		1,625
Trade payables		4,081		3,737
Tax and social security liabilities		5,476		4,749
Liabilities for non-current assets		8		236
Other liabilities		570		634
TOTAL		12,043		10,981

10.2 ACCRUED INCOME


Accrued income included in the following balance sheet headings	2014/2015		2013/2014
Receivables from equity investments		334		501
Trade receivables		36,543		30,358
Other receivables⁽¹⁾		—		2,100
Trade payables		—		—
Tax and social security receivables		392		—
Cash and cash equivalents		—		—
TOTAL		37,269		32,959

(1)

Of which EUR 2,100 thousand in dividends at 31 March 2014.

11. Prepaid expenses and deferred income


	2014/2015		2013/2014
Operating expenses		1,080		1,119
Financial expenses		—		—
Exceptional expenses		—		—
PREPAID EXPENSES		1,080		1,119
Operating income		—		—
Financial income		—		—
Exceptional income		—		—
DEFERRED INCOME		—		—

12. Comments on the income statement

Faiveley Transport continues its activities of providing services to the Group as the holding company. Sales in 2014/2015 increased by EUR 5.1 million compared with the previous financial year, namely EUR 67.4 million vs. EUR 62.2 million.

Costs incurred by Faiveley Transport for services provided to subsidiaries were rebilled. The operating loss was nevertheless EUR 3.4 million, compared with a profit of EUR 0.2 million in 2013/2014. This fall in operating profit was primarily due to an increase in the workforce, either employed by or made available to the holding company and associated costs.

The net financial income was EUR 42.8 million, compared with EUR 46.2 million in the previous year.

Over the 2014/2015 financial year, Faiveley Transport recorded an income tax gain of EUR 1.2 million. This gain includes the French tax consolidation income of EUR 3.6 million, offset by the EUR 1.8 million corporate tax charge of the German subsidiaries, Faiveley Transport Holding GmbH & Co. KG and Faiveley Transport Leipzig GmbH & Co. KG, as well as miscellaneous taxes of EUR 0.6 million.

As a result, Faiveley Transport’s net profit for the 2014/2015 financial year totalled EUR 40.7 million, down EUR 2.4 million compared with the previous financial year.

13. Analysis of sales by segment and geographic area


Segment	2014/2015		2013/2014
Provision of services		67,358		62,209
Leases		2		2
TOTAL		67,360		62,211


Geographic area	2014/2015		2013/2014
France		19,001		19,053
EU		33,878		31,149
Non-EU		14,481		12,009
TOTAL		67,360		62,211

14. Research and development costs

None in Faiveley Transport’s parent company financial statements.

15. Personnel costs


	2014/2015		2013/2014
Salaries⁽¹⁾		15,251		15,582
Social security charges		5,357		4,966
TOTAL		20,608		20,548

(1)

Of which net charges related to share subscription and free share allocation plans of EUR 3,255 thousand and EUR 4,849 thousand at 31 March 2015 and 31 March 2014 respectively.

16. Net financial income


	2014/2015			2013/2014
Dividends received		51,675			52,693
Income from marketable securities		392			30
Interest on current accounts, loans, borrowings and overdrafts		(10,076	)		(8,853	)
Realised foreign exchange gains and losses		(111	)		1,953
Charges and reversals on financial investments		317			(245	)
Other financial income and charges		587			648
NET FINANCIAL INCOME		42,784			46,227

The net financial income was EUR 42.8 million, compared with EUR 46.2 million in the previous year. In 2014/2015, dividends of EUR 51.7 million were collected compared with EUR 52.7 million, a decrease of EUR 1 million.

Excluding dividends, net financial income fell by EUR 2.4 million, mainly due to a EUR 1.4 million increase in interest expense on financial debt, an unfavourable foreign exchange impact of EUR 2 million, partly offset by investment income of EUR 0.6 million and EUR 0.3 million reversal of financial provisions.

17. Net exceptional income/(expense)


	2014/2015		2013/2014
Income/(expense) on exercise of options		—		206
Other		—		(38	)
NET EXCEPTIONAL INCOME/(EXPENSE)		—		168

18. Income tax

18.1 ANALYSIS OF INCOME TAX BETWEEN THE CURRENT TAX CHARGE, EXCEPTIONAL INCOME AND ACCOUNTING PROFIT


	Before tax		Income tax			After tax
Profit from ordinary activities		39,432		—			39,432
Net exceptional income/(expense)		—		—			—
Foreign tax and miscellaneous		—		(2,373	)		(2,373	)
Tax consolidation gains		—		3,593			3,593
ACCOUNTING PROFIT/(LOSS)		39,432		1,220			40,652

18.2 TAX CONSOLIDATION

Faiveley Transport heads a tax consolidation group that comprises Faiveley Transport Tours, Faiveley Transport Amiens, Faiveley Transport Gennevilliers and Faiveley Transport NSF.

Each member of the tax group books its own tax charge as a standalone company. Tax savings or charges achieved as part of this tax consolidation are recognised and retained by the parent company.

Over the 2015 financial year, Faiveley Transport recorded an income tax gain of EUR 1.2 million. This gain includes the French tax consolidation income of EUR 3.6 million, offset by the EUR 1.8 million corporate tax charge of the German subsidiaries, Faiveley Transport Holding GmbH & Co. KG and Faiveley Transport Leipzig GmbH & Co. KG, as well as miscellaneous taxes of EUR 0.6 million.

The French tax consolidation income of EUR 3.6 million corresponds to the amount of EUR 5.1 million paid to Faiveley Transport by its consolidated French subsidiaries, less the EUR 1.5 million tax charge of the tax consolidation.

Without the tax consolidation, the tax charge of Faiveley Transport alone would have been EUR 9.7 million.

At 31 March 2015, tax losses carried forward were EUR 1.2 million. Since these losses originated prior to the merger between Faiveley SA and Faiveley Transport, they may only be offset against Faiveley Transport’s future profits.

18.3 EXCEPTIONAL TAX ASSESSMENTS

Nil.

18.4 DEFERRED AND UNREALISED TAX POSITION


Description	Amount
Taxes payable on:
Regulated provisions:		—
Provisions for price increases		—
TOTAL INCREASE		—
Prepaid tax on non-deductible timing differences (deductible in subsequent year):
Paid holidays		1,154
Charge to non-deductible provisions		—
Liability translation adjustment		827
Organic contribution		16
TOTAL DECREASE		1,997
NET DEFERRED TAX POSITION		1,997

19. Translation differences

Positive and negative translation differences arise on the translation of trade receivables and payables and on borrowings, loans and foreign currency denominated bank accounts at balance sheet date exchange rates.


	Unrealised losses		Provision for		Unrealised gains
Type of translation difference	(assets)		exchange loss		(liabilities)
Subsidiary loans		—		—		—
Subsidiary borrowings		—		—		—
Bank borrowings		—		—		—
Foreign currency-denominated current accounts		—		—		—
Foreign currency-denominated trade receivables		269		269		826
Foreign currency-denominated trade payables		155		155		—
TOTAL		424		424		826

D. OTHER INFORMATION

1. Post-balance sheet events

On 9 April 2015, Faiveley Transport and the subsidiary of SMRT, Singapore Rail Engineering (SRE), signed a joint venture agreement for the marketing and provision of maintenance, repair and overhaul services (MRO) 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 brakes, access doors, platform screen doors, heating, ventilation and air conditioning (HVAC) systems, and auxiliary power supply (APS) systems to MRO Services.

2. Information on non-tax deductible charges

Non-tax deductible expenses were EUR 30,000 at 31 March 2015.

3. Average workforce

The average workforce includes employees allocated to international offices.


	2014/2015		2013/2014
Managers and executives		92		86
Supervisors		1		9
Employees		9		10
TOTAL WORKFORCE		102		105

4. Directors’ remuneration and fees

During the 2014/2015 financial year, members of the Group’s management bodies received a total of EUR 1,515,037 in direct and indirect remuneration of any nature.

5. Transactions with related companies and parties

WITH RELATED COMPANIES

Share of financial investments, receivables, payables, income and expenses concerning related parties:


Related companies	2014/2015		2013/2014
Equity investments		496,068		550,188
Receivables from equity investments		105,562		125,443
Trade receivables		48,079		45,873
Other receivables		—		2,099
Loans and other borrowings		417,091		520,517
Trade payables		14,258		12,194
Other liabilities		1,857		4,493
Provision of services		67,294		62,334
Operating expenses		30,326		27,119
Financial expenses		1,095		2,432
Financial income		53,812		56,713

WITH RELATED PARTIES

Apart from the transactions carried out with related parties not covered by law, all significant transactions were concluded at arm’s length.

Agreements with related parties are set out in a note to the consolidated financial statements (Note 33 – Transactions with related parties).

6. Off-balance sheet commitments

6.1 COMMITMENTS GIVEN


	2014/2015		2013/2014
Deposits, securities and guarantees given to financial institutions		50,859		33,392
Retirement benefits⁽¹⁾		1,127		681
Parent company guarantees		540,694		403,402

(1)

Retirement assumptions:

The discount rates are determined by reference to the yields on AAA bonds for the equivalent periods to the commitments at the date of valuation.

The assumptions adopted in the calculation of the retirement commitments are disclosed in the table below:


	2014/2015			2013/2014
Discount rate		1.30	%		2.85	%
Inflation rate		2.00	%		2.00	%
Average rate of salary increase		2.50	%		2.50	%

6.2 LONG-TERM LEASE COMMITMENTS


Leases	Amounts
Lease payments for the financial year		626
TOTAL		626
Lease payments due:
• less than 1 year		846
• 1 to 5 years		3,384
• more than 5 years		1,692
TOTAL		5,922

6.3 HEDGING COMMITMENTS

Interest rate risk

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. All revolving facilities, drawn or undrawn, bear a variable rate and are not subject to interest hedges. The same applies to the US private placement bond issue, which bears a fixed rate.

To manage its risk, the Treasury Department has implemented a hedging strategy using interest rate swaps and options.

The exposure of interest rates on loans in Euros is hedged for between 77% and 98%, depending on interest rate fluctuations for the period 2015/2016.

The US dollar denominated debt comprising the “US Private Placement” bond issue exclusively bears fixed rates.

The estimated cost of the Euro-denominated syndicated debt and “Schuldschein” loan is 1.71% for the 2015/2016 period, hedges and spreads included. The estimated cost of the US-denominated debt is estimated at 4.91% . The total cost of the Group’s debt for 2015/2016 is therefore estimated at 2.24% .

Considering the amortisation profile of the syndicated facility, the “Schuldschein” loan and interest rate hedges, the net exposure of the Euro-denominated debt at 31 March 2015 was as follows:


									Net hedged variable rate
	Financial liabilities				Hedge instruments				exposure
Euro-denominated debt	Fixed rate		Variable rate		Fixed rate		Variable rate		Fixed rate		Variable rate
Under 1 year		—		30,000		30,000		—		30,000		—
1 to 2 years		—		30,000		30,000		—		30,000		—
2 to 3 years		—		30,000		30,000		—		30,000		—
More than 3 years		67,500		197,500		50,000		—		117,500		147,500
TOTAL EUR		67,500		287,500		140,000		—		207,500		147,500	⁽¹⁾

(1)

Given the amortisation profile of the syndicated credit, the US private placement and interest rate hedges, the net exposure of the US dollar-denominated debt at 31 March 2015 was as follows:


									Net hedged variable
	Financial liabilities				Hedge instruments				rate exposure
USD-denominated debt	Fixed rate		Variable rate		Fixed rate		Variable rate		Fixed rate		Variable rate
Under 1 year		—		—		—		—		—		—
1 to 2 years		—		—		—		—		—		—
2 to 3 years		3,600		—		—		—		3,600		—
More than 3 years		71,400		—		—		—		71,400		—
TOTAL USD		75,000		—		—		—		75,000		—

The following table summarises the interest rate risk exposure for the 2015/2016 period:


Amount of debt (EUR thousands)	Currency		Maximum exposure			Estimated cost of debt
355,000		EUR		23	%		1.71	%
75,000		USD		0	%		4.91	%

Foreign exchange risks

The Group operates in foreign countries and is therefore exposed to exchange risk as a result of various foreign currency exposures.

The main 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 the exchange risk of commercial contracts is centralised in the Faiveley SA Treasury Department and comprises two parts: certain and uncertain risk.

EXCHANGE RISK MANAGEMENT RELATING TO TENDERS IN FOREIGN CURRENCIES (UNCERTAIN RISK)

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. Instruments used mainly include forward purchases and sales and exchange swaps. Group Treasury may also use options.

The Group’s policy is to systematically hedge the full value of future transactions expected in every major currency. The minimum trigger threshold for a foreign exchange hedge is EUR 250 thousand.

Various cash flows are hedged for a minimum of 80% of the annual budget.

In addition to commercial contracts, all financial positions and management fees deemed significant are hedged.

• GROUP EXPOSURE RESULTING FROM COMMERCIAL CONTRACTS AT 31 MARCH 2015


Amounts in currency thousands	Trade receivables (a)		Trade payables (b)			Commitments (c)			Net position before hedging (d) = (a)-(b)-(c)			Hedge instruments (e)			Net unhedged position (f) = (d)-(e)
Australian Dollar		6,622		—			(552	)		6,070			6,141			(71	)
Canadian Dollar		—		—			(7,783	)		(7,783	)		(7,783	)		—
Swiss Franc		—		—			(522	)		(522	)		(522	)		—
Chinese Yuan		87,190		(10,687	)		65,094			141,597			141,226			371
Czech Koruna		2,680		(64,558	)		(778,925	)		(840,803	)		(840,579	)		(224	)
Pound Sterling		796		(175	)		1,545			2,165			1,915			250
Hong Kong Dollar		33,573		(153,744	)		(206,438	)		(326,609	)		(311,262	)		(15,347	)
Norwegian Krone		2,719		—			4,757			7,476			7,477			(1	)
Polish Zloty		—		—			3,114			3,114			3,114			—
Russian Rouble		—		(2,315	)		67,433			65,118			65,195			(77	)
Swedish Krona		2,695		(24,260	)		(74,270	)		(95,835	)		(98,316	)		2,480
Singapore Dollar		4,006		(790	)		2,176			5,392			5,392			—
US Dollar		1,720		(4,030	)		119,772			117,462			117,480			(18	)

• FORWARD SALES USED TO HEDGE FINANCIAL AND BUSINESS TRANSACTIONS AT 31 MARCH 2015


	EUR thousands		Currency thousands		Fair value
Norwegian Krone		859		7,477		—
Swedish Krona		18,614		173,927		(101,607	)
Czech Koruna		12,151		334,422		(94,130	)
Australian Dollar		22,949		32,644		(22,500	)
Hong Kong Dollar		138,090		1,184,054		(3,794,465	)
Singapore Dollar		17,156		25,346		525,286
US Dollar		323,887		354,735		(5,397,442	)
Swiss Franc		680		820		(105,510	)
Pound Sterling		28,011		20,536		(142,730	)
Indian Rupee		833		58,155		(34,964	)
Russian Rouble		2,459		153,876		(4,902	)
Chinese Yuan		31,291		219,828		(1,669,511	)
Polish Zloty		1,010		4,280		(36,733	)
TOTAL		597,990				(10,879,208	)

• FORWARD PURCHASES USED TO HEDGE FINANCIAL AND BUSINESS TRANSACTIONS AT 31 MARCH 2015


	EUR thousands		Currency thousands		Fair value
Swedish Krona		63,082		586,891		(23,413	)
Czech Koruna		52,778		1,455,241		415,728
Australian Dollar		6,843		9,754		26,810
Hong Kong Dollar		170,115		1,448,170		3,396,058
Singapore Dollar		9,024		13,332		—
US Dollar		124,740		153,962		18,544,922
Swiss Franc		738		819		46,862
Canadian Dollar		5,665		7,783		—
Pound Sterling		56,355		40,763		(391,617	)
Indian Rupee		10,899		969,650		2,529,455
Russian Rouble		1,599		106,752		(39,061	)
Korean Won		3,403		4,503,800		(338,669	)
Chinese Yuan		135,767		954,624		6,186,624
Polish Zloty		2,593		10,854		55,810
TOTAL		643,601				30,409,509

Derivative instruments

The fair value of derivative instruments used to hedge against foreign exchange, interest rate and raw material risks is as follows:


	Financial instruments		Financial instruments
At 31 March 2015	assets		liabilities
Interest rate hedges⁽¹⁾		—		849
Raw material hedges⁽¹⁾		41		—
Foreign exchange hedges		35,965		16,998
• fair value hedges		17,685		10,190
• cash flow hedges		363		263
• not eligible for hedge accounting		17,917		6,545
TOTAL		36,006		17,847

(1)

Cash flow hedges.


	Financial		Financial
At 31 March 2014	instruments assets		instruments liabilities
Interest rate hedges⁽¹⁾		—		1,512
Raw material hedges⁽¹⁾		—		35
Foreign exchange hedges		2,979		6,201
• fair value hedges		2,284		2,822
• cash flow hedges		20		33
• not eligible for hedge accounting		675		3,346
TOTAL		2,979		7,748

(1)

Cash flow hedges.

7.4 COMMITMENTS RECEIVED

Nil.

7. Statutory Auditors’ fees

Statutory Auditors’ fees are included in Note 37 to the 2014/2015 consolidated financial statements.

8. List of subsidiaries and equity investments (EUR thousands)


			Equity			% of								Guarantees
			(other than			share		Value of		Net value				and		Sales
	Share		share			capital		shares		of shares		Loans and		commitment		excluding		Dividends
Subsidiary	capital		capital)			held		held		held		advances		issued		tax		received
Faiveley Transport Amiens		8,100		57,443			100		20,000		20,000		—		10,025		102,765		9,990
Faiveley Transport NSF		983		11,856			100		12,758		12,758		—		1,081		26,684		3,001
Faiveley Transport Tours		39,965		56,200			100		39,422		39,422		—		12,841		163,559		7,513
Faiveley Transport Gennevilliers		5,000		1,088			100		5,000		5,000		13,063		—		11,929		—
Sofaport		96		(74	)		60		36		36		—		—		—		—
Faiveley Transport Plzen		7		673			100		6		6		—		—		2,280		—
Faiveley Transport USA Inc.		1		113,911			100		36,706		36,706		9,930		11,839		—		—
Qingdao Faiveley Sri Rail Brake Co. Ltd.		4,497		26,329			50		1,486		1,486		—		11,787		72,744		—
Datong Faiveley Couplers Systems Co. Ltd.		750		551			50		237		237		—		—		2,417		—
Faiveley Transport Asia Pacific Co. Ltd.		—		(15	)		100		—		—		—		—		—		—
Leipzig GmbH & Co KG		16,000		29,199			100		23,111		23,111		—		102,033		95,033		8,000
Faiveley Transport Nowe GmbH		125		2,443			75		3,887		3,887		187		401		7,775		—
Faiveley Transport Holding GmbH & Co KG		10		141,302			100		90,010		90,010		—		—		—		10,000
Shijiazhuang Jiaxiang Precision Machinery Co. Ltd.		5,397		6,618			50		1,892		1,892		—		2,249		26,882		1,290
Faiveley Transport Ibérica SA		871		29,740			100		1,390		1,390		21,400		3,731		49,427		—
Faiveley Transport Do Brasil Ltda.		5,960		10,933			100		4,258		4,258		—		1,430		17,929		—
Faiveley Transport Italia Spa.		1,424		104,131			98,70		48,365		48,365		19,869		29,990		158,860		—
Faiveley Transport Tamworth Ltd.		69		9,021			100		66		66		—		1,283		9,128		—
Faiveley Transport Far East Ltd.		10,369		(20,817	)		100		8,503		8,503		22,802		59,410		41,060		—
Lekov a.s.		1,939		9,375			100		5,884		5,884		—		1,291		31,925		—
Faiveley Transport FMPR		—		366			48		486		486		—		—		2,212		—
Faiveley Transport Canada Ltd.		—		(628	)		100		—		—		5,992		62,801		5,504		—
Schwab Verkehrstechnik AG		1,434		10,539			100		29,711		29,711		—		151		20,308		—
Faiveley Transport Schweiz AG		96		4,599			80		2,926		2,926		—		—		8,063		885
Faiveley Transport Systems Technology (Beijing) Co. Ltd.		4,761		(3,036	)		100		3,500		3,500		—		6,294		16,009		—
Faiveley Transport Belgium NV		248		2,756			100		—		—		—		—		6,851		996
Faiveley Transport Malmo AB		11,195		161,920			100		156,409		156,409		—		—		—		10,000
Faiveley Transport Service Maroc		9		(1	)		100		9		9		—		—		699		—
Faiveley Transport South Africa⁽¹⁾		—		—			100		—		—		—		—		—		—

(1)

Company without any activity.

STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

“This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below in the opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements. 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 the Annual General Meeting, we hereby report to you, for the year ended March 31^st 2015, on:

•

the audit of the accompanying financial statements of Faiveley Transport;

•

the justification of our assessments;

•

the specific verifications and information required by law.

These financial statements have been approved by the Management Board. Our role is to express an opinion on these financial statements based on our audit.

I - Opinion on the financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance regarding whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence regarding the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

In our opinion, the financial statements provide a true and fair view of the assets and liabilities and of the financial position of the Company and the results of its operation for the year then ended in accordance with French accounting principles.

II - Justification of our assessments

In accordance with the requirement of Article L. 823-9 of the French Commercial Code relating to the justification of our assessments, we bring to your attention the following matters:

The Notes B.3.1 and B.3.3 to the financial statements present accounting rules and methods used by your Company in order to value and depreciate the technical loss as well as equity securities. We have assessed the relevance of these methods. We also assessed approaches and assumptions used by the Company, as described in the financial statements, in order to estimate book values on the basis of the latest available information. We conducted tests of implementation to assess the application of these methods.

These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion we formed, which is expressed in the first part of this report.

III - Specific verifications and information

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Management Board and in the documents addressed to shareholders with respect to the financial position and the financial statements.

Concerning the information given in accordance with the requirements of Article L. 225-102-1 of the French Commercial Code relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlling your company or controlled by it. Based on this work, we attest to the accuracy and fair presentation of this information.

In accordance with the French law, we have verified that the required information concerning the identity of shareholders and holders of the voting rights has been properly disclosed in the management report.


Neuilly-sur-Seine and Dijon, June 26 2015
The Statutory Auditors

PricewaterhouseCoopers Audit				Expertise Comptable et Audit

Philippe Vincent				Jérôme Burrier

ADDITIONAL ITEMS WITH REGARD

TO THE APPROVAL OF FINANCIAL STATEMENTS

PARENT COMPANY SALES AND RESULTS

For the year to 31 March 2015, the Company reported sales of EUR 67,359,553, compared with EUR 62,210,981 for the year ended 31 March 2014.

The 2014/2015 operating loss was EUR 3,352,157 compared with a profit of EUR 167,568 in the previous financial year.

For the year to 31 March 2015, net exceptional income was nil, as against EUR 168,147 for the year ended 31 March 2014.

Faiveley Transport SA’s 2014/2015 net profit totalled EUR 40,651,829.63, in comparison with EUR 43,065,385.44 in 2013/2014.

Shareholders’ equity was EUR 251,228,422.51, compared with EUR 222,030,728 at the end of the previous financial year.

The presentation rules and valuation methods used for the preparation of the parent company’s financial statements are unchanged from those adopted in previous financial years.

PROPOSED ALLOCATION OF NET PROFIT

The Management Board informs the shareholders that at 31 March 2015:

•

the legal reserve was EUR 1,461,415.20 with share capital of EUR 14,614,152 and represented one tenth of the share capital at 31 March 2015;

•

the 14,614,152 shares comprising the share capital have been fully paid up;

•

the net profit for the financial year ended 31 March 2015 was EUR 40,651,829.63;

•

“retained earnings” totalled EUR 89,546,614.86;

•

and that as a result, the Company’s distributable profits amounted to EUR 130,198,444.49.

The Management Board will propose to the General Meeting to allocate these profits as follows:

•

by way of dividend, an amount of EUR 0.90 per share, resulting in a total of EUR 13,152,736.80;

•

with the balance of EUR 27,499,092.83 to be transferred to “Retained earnings”.

The dividend will be payable from 5 October 2015. Taking account of this allocation, the Company shareholders’ equity will be EUR 238,075,685.71.

DIVIDENDS PAID IN RESPECT OF THE LAST THREE YEARS

Pursuant to the provisions of Article 243(ii) of the General Tax Code, the General Meeting notes that the following dividends were paid in respect of the last three financial years:

Number of shares

Dividend

Total distributed

concerned

per share

2013/2014

EUR 11,454 K

14,317,669

EUR 0.80

2012/2013

EUR 13,541 K

14,255,145

EUR 0.95

2011/2012

EUR 12,062 K

14,190,432

EUR 0.85

Where, upon payment of these dividends, the Company holds any treasury shares, the distributable profit corresponding to the unpaid dividend due to the holding of the said shares will be allocated to “retained earnings”.

INFORMATION ON NON-TAX DEDUCTIBLE CHARGES

Non-tax deductible charges at 31 March 2015 amounted to EUR 30,000. They generated a tax charge of EUR 10,329.

SUBSIDIARIES AND EQUITY INVESTMENTS

The table of subsidiaries and equity investments is shown in Paragraph 3.7 (Note D – point 8) – Parent company financial statements of this Registration Document.

INFORMATION ON PAYMENT TERMS

At 31 March 2015, trade payables in the balance sheet totalled EUR 11,390 thousand related to Group companies.

The ageing analysis was as follows:

30 days

60 days

60 days +

Total

Trade payables at 31 March 2014

1,939

8,801

397

11,138

TRADE PAYABLES AT 31 MARCH 2015

1,412

11,163

612

13,187

FAIVELEY TRANSPORT FIVE-YEAR FINANCIAL SUMMARY


	2010/2011			2011/2012			2012/2013		2013/2014		2014/2015
Share capital at year-end
Share capital		14,404,711			14,614,152			14,614,152		14,614,152		14,614,152
Number of ordinary shares issued		14,404,711			14,614,152			14,614,152		14,614,152		14,614,152
Share par value		1			1			1		1		1
Number of preferred dividend shares issued		—			—			—		—		—
Maximum number of shares to be issued		—			—			—		—		—
Operations and results for the financial year		—			—			—		—		—
Sales (ex VAT)		48,860,272			52,681,294			56,747,369		62,210,981		67,359,553
Profit before tax, amortisation, depreciation and provision charges and profit-sharing		(3,091,896	)		(10,825,972	)		32,222,843		47,591,107		40,177,813
Income tax		(741,771	)		(834,864	)		4,534,414		3,497,043		(1,219,946	)
Employee profit-sharing for the period		—			—			—		—		—
Profit after tax, amortisation, depreciation and provision charges and profit-sharing		(1,757,424	)		(10,998,977	)		26,762,496		43,065,385		40,651,830
Cash dividends paid⁽¹⁾		17,285,653			12,422,029			13,883,444		11,691,322		13,152,737
Earnings per share
Earnings per share after tax, but before amortisation, depreciation and provision charges		(0.16	)		(0.68	)		1.89		3.02		2.75
Earnings per share after tax and amortisation, depreciation and provision charges		(0.12	)		(0.75	)		1.83		2.95		2.78
Cash dividend per share		1.20			0.85			0.95		0.80		0.90
Workforce
Average workforce for the period		89			78			89		105		102
Total payroll for the period		11,169,044			11,694,975			12,258,214		15,582,418		15,251,069
Total sums paid as employee benefits over the period (social security contributions, charities, etc.)		4,108,527			3,982,742			4,174,993		4,966,252		5,356,613

(1)

Subject to approval at the Ordinary General Meeting.

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