CONSOLIDATED INTERIM ANSALDO STS S.p.A. FINANCIAL REPORT Registered Offi ce: AT 30 SEPTEMBER 2013 Via P. Mantovani 3 - 5, Genoa Paid-up share capital: 90,000,000 Genoa company registration no. and tax code: 01371160662 www.ansaldo-sts.com A Finmeccanica Company WorldReginfo - 173f7aa4-cf09-487c-9520-2c74eed9e2ed WorldReginfo - 173f7aa4-cf09-487c-9520-2c74eed9e2ed Contents Directors’ report at 30 September 2013 1 Directors’ report at 30 September 2013 2 1.1 Introduction 2 1.2 Key performance indicators 2 2 Non-IFRS alternative performance indicators 5 3 Related party transactions 6 4 Performance 7 4.1 The market and commercial situation 7 4.1.1 Signalling business unit 7 4.1.2 Transportation Solutions business unit 8 4.1.3 Sales information 9 4.1.4 Signalling - performance by business unit 10 4.1.5 Transportation Solutions - performance by business unit 12 5 Key events of and after the reporting period 15 Condensed interim consolidated financial statements as at and for the nine months ended 30 September 2013 6 Condensed interim consolidated financial statements 18 6.1 Income statement 18 6.2 Statement of comprehensive income 18 6.3 Statement of financial position 19 6.4 Statement of cash flows 20 6.5 Statement of changes in equity 21 7 Notes to the condensed interim consolidated financial statements at 30 September 2013 22 7.1 General information 22 7.2 Basis of preparation 22 7.2.1 Effects of amendments to the IFRS 22 7.3 Consolidation scope 23 7.4 Exchange rates adopted 24 8 Segment reporting 25 8.1 Primary reporting format 25 8.2 Secondary reporting format 26 9 Notes to the condensed interim consolidated financial statements at 30 September 2013 27 10 Related party transactions 35 10.1 Impact of related party transactions on profit or loss 35 10.2 Related party assets and liabilities 37 11 Financial risk management 41 12 Significant non-recurring events and transactions 43 13 Atypical and/or unusual transactions 43 14 Net financial position 43 15 Earnings per share 44 16 Outlook 45 17 Disclosure on the opt-out regime 46 Annex A: Statement pursuant to article 154-bis.2 of Legislative decree no. 58/1998 47 (Translation from the Italian original which remains the definitive version) WorldReginfo - 173f7aa4-cf09-487c-9520-2c74eed9e2ed Directors’ report at 30 September 2013 | Key performance indicators 1 Directors’ report at 30 September 2013 1.1 Introduction Ansaldo STS group recognised a profit of e50,829 thousand for the nine months ended 30 September 2013, compared to e45,570 thousand for the corresponding period of the previous year. Revenue came to e866,755 thousand, compared to e873,529 thousand and the ROS was 9.0%, compared to 8.9% in the corresponding period of the previous year. New orders totalled e1,013,835 thousand, compared to e1,050,885 thousand for the nine months ended 30 September 2012, and the order backlog came to e5,737,294 thousand (e5,634,847 thousand at 30 September 2012 and e5,683,253 at 31 December 2012). The official share price in the 31 December 2012 to 30 September 2013 period went up from e6.27 (updated after the fourth instalment of the share capital increase was issued on 15 July 2013) to e6.85. The share’s period high of e7.38 was recorded on 15 May 2013 and its low of e5.93 on 13 March 2013. An average 1,122,904 shares were traded daily in the period, compared to 987,131 shares traded in the corresponding period of the previous year. The FTSE All Share Italy fell 7.6%, while the FTSE Italia STAR rose 34.1%, again with a focus on the small & mid caps segments. Share performance compared to the main indices (base 100) Ansaldo STS S.p.A. Italy FTSE Italia Star Italy FTSE Italia All-Share 140 Price (Indexed to 100) 34.1% 130 120 110 9.2% 7.6% 100 90 80 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Ago-13 Sep-13 1.2 Key performance indicators First nine First nine (e’000) months of 2013 months of 2012 Change 2012 New orders 1,013,835 1,050,885 (37,050) 1,492,346 Order backlog 5,737,294 5,634,847 102,447 5,683,253 Revenue 866,755 873,529 (6,774) 1,247,849 Operating profit (EBIT) 78,322 77,586 736 117,073 Adjusted EBIT 78,829 81,806 (2,977) 123,526 Profit for the period/year 50,829 45,570 5,259 75,696 Net working capital 84,988 23,171 61,817 (48,147) Net invested capital 302,819 240,053 62,766 167,184 Net financial position (185,368) (202,588) 17,220 (301,982) Free operating cash flow (75,553) (63,536) (12,017) 37,569 ROS 9.0% 8.9% +0.1 p.p. 9.4% ROE 17.4% 16.7% +0.7 p.p. 17.0% EVA 34,370 35,867 (1,497) 62,514 Research and development 21,879 23,838 (1,959) 32,260 Headcount (no.) 4,122 4,037 85 3,991 Revenue came to e866,755 thousand, down from the corresponding period of the previous year (e873,529 thousand). The Signalling business unit recognised revenue of e513,151 thousand, up e8,030 thousand over the corresponding period of the previous year (e505,121 thousand). The Transportation Solutions business unit recognised revenue of e383,445, up e1,933 thousand over the corresponding period of the previous year (e381,512 thousand). Eliminations between the two business units were up e16,737 thousand (see paragraph 8). 2 WorldReginfo - 173f7aa4-cf09-487c-9520-2c74eed9e2ed Signalling and Transportation Solutions | Interim Financial Report at 30 September 2013 Revenue for the periods ended 30 September 2013 - 2012 (€m) and the contribution of the business units 874 867 Signalling business unit 2013 2012 Transportation Solutions business unit 44 % 44 % 56 56 September September 30 30 Operating profit (EBIT) came to e78,322 thousand, compared to e77,586 thousand for the corresponding period of the previous year. ROS was 9.0% compared to 8.9% in the same period of 2012. Specifically: • the Signalling business unit recognised an operating profit of e43,215 thousand (e47,851 thousand in the corresponding period of 2012). The e4,636 thousand decrease is due to the different mix and profitability of projects in the reporting period and the corresponding period of the previous year; • the Transportation Solutions business unit recognised an operating profit of e39,186 thousand, slightly down by e1,092 thousand on the corresponding period of the previous year (e40,278 thousand), due to the greater impact of commercial costs. EBIT and ROS for the periods ended 30 September 2013 - 2012 (€m) 78.3 77.6 2013 2012 9.0% 8.9% September September 30 30 Net invested capital totalled e302,819 thousand, compared to e167,184 thousand at 31 December 2012. The increase is mainly due to the improvement in net working capital from -e48,147 thousand at 31 December 2012 to e84,988 thousand at 30 September 2013. Specifically, the increase in work in progress and the decrease in trade payables were only partly offset by the decrease in trade receivables. The group’s net financial position (greater loans and receivables and cash and cash equivalents than loans and borrowings) at 30 September 2013 was e185,368 thousand, compared to e301,982 thousand at 31 December 2012, down e116,614 thousand, after the e28,800 thousand dividend payment approved by the shareholders in their meeting of 6 May 2013 and the repayment of loans and borrowings by the Indian subsidiary. It includes the e70,643 thousand advance received from the Russian customer, Zarubezhstroytechnology (“ZST”), for the project signed in August 2010 and interrupted as from 21 February 2011, for the development of signalling, automation, telecommunication, power distribution, security and ticketing systems on the Sirth to Benghazi section in Libya. Loans and receivables also includes the euro equivalent amount of the Libyan dinars received as an advance on the first of the two contracts acquired in Libya and deposited in a local bank (e28,443 thousand). In August, ZST requested the enforcement of the Advance Payment Bond issued by the bank, Credit Agricole, to guarantee such advance. The customer claims breach of contract by Ansaldo STS. In its defence, the company stated that ZST’s enforcement should be considered illegitimate as the latter’s claim that Ansaldo STS breached its obligations as subcontractor was fraudulent. The company claims the contract was not executed due to force majeure following the disorder that has been rife in Libya in recent years. In light of the above, on 14 August 2013, the judge of the Milan Civil Court allowed Ansaldo STS’s request and ruled in favour of the latter, ordering Credit Agricole not to proceed with the enforcement requested by ZST. On 12 October, the Milan Civil Court confirmed the decree of 14 August 2013, also ruling that Credit Agricole and ZST, with the latter intervening in the proceedings, should pay the legal fees. Cash and cash equivalents at 30 September 2013 amounted to e103,184 thousand, compared to e146,837 thousand at 31 December 2012. The free operating cash flow (FOCF) used before strategic transactions totalled e75,553 thousand, compared to e63,536 thousand for the nine months ended 30 September 2012; this is largely due to the change in working capital. Research and development expense for the reporting period totalled e21,879 thousand, down e1,959 thousand over the corresponding period of the previous year (e23,838 thousand).