REGULATED PRESS RELEASE

from SCHNEIDER ELECTRIC (EPA:SU)

Consolidated Financial Statements 2023

ANNUALFINANCIALREPORT

For the year ended December 31, 2023

Consolidated Financial Statements Annual Management Report

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1. Consolidated statement of income

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(in millions of euros except for earnings per share)                                                                                                                 Note               Full Year 2023                  Full Year 2022

Revenue

3

35,902

34,176

Cost of sales

(20,890)

(20,300)

Gross profit

15,012

13,876

Research and development

4

(1,168)

(1,040)

Selling, general and administrative expenses

(7,432)

(6,819)

Adjusted EBITA *

3

6,412

6,017

Other operating income and expenses

6

98

(433)

Restructuring costs

(147)

(227)

EBITA **

6,363

5,357

Amortization and impairment of purchase accounting intangibles

5

(430)

(424)

Operating income

5,933

4,933

Interest income

79

24

Interest expense

(387)

(130)

Finance costs, net

(308)

(106)

Other financial income and expense

7

(222)

(109)

Net financial income/(loss)

(530)

(215)

Profit from continuing operations before income tax

5,403

4,718

Income tax expense

8

(1,285)

(1,211)

Share of profit/(loss) of associates

12

51

29

PROFIT FOR THE YEAR

4,169

3,536

attributable to owners of the parent

4,003

3,477

attributable to non-controlling interests

166

59

Basic earnings (attributable to owners of the parent) per share (in euros per share)

19

7.15

6.23

Diluted earnings (attributable to owners of the parent) per share (in euros per share)

19

7.07

6.15

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

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

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

Other comprehensive income

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(in millions of euros)                                                                                                                                                                     Note               Full Year 2023                  Full Year 2022

Profit for the year

4,169

3,536

Other comprehensive income:

Translation adjustment

(1,034)

631

Revaluation of assets and liabilities due to hyperinflation

31

44

Cash-flow hedges

(46)

36

Income tax effect of cash flow hedges

19

6

(4)

Gains and losses recorded in equity with recycling

(1,043)

707

Net gains/(losses) on financial assets

20

(8)

Income tax effect of gains/(losses) on financial assets

19

(6)

2

Actuarial gains/(losses) on defined benefit plans

20

(119)

137

Income tax effect of actuarial gains/(losses) on defined benefit plans

19

69

(25)

Gains and losses recorded in equity with no recycling

(36)

106

Other comprehensive income for the year, net of tax

(1,079)

813

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,090

4,349

attributable to owners of the parent

2,950

4,284

attributable to non-controlling interests

140

65

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

2.      Consolidated statement of cash flows

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(in millions of euros)                                                                                                                                                                     Note               Full Year 2023                  Full Year 2022

Profit for the year

4,169

3,536

Share of (profit)/losses of associates

(51)

(29)

Income and expenses with no effect on cash flow:

Depreciation of property, plant and equipment

11

743

750

Amortization of intangible assets other than goodwill

10

717

732

Impairment losses on non-current assets

60

61

Increase/(decrease) in provisions

21

87

32

Losses/(gains) on disposals of business and assets

(252)

70

Difference between tax paid and tax expense

(164)

139

Other non-cash adjustments

220

102

Net cash provided by operating activities

5,529

5,393

Decrease/(increase) in accounts receivable

62

(305)

Decrease/(increase) in inventories and work in progress

(382)

(553)

(Decrease)/increase in accounts payable

493

73

Decrease/(increase) in other current assets and liabilities

205

(254)

Change in working capital requirement

378

(1,039)

TOTAL I - CASH FLOWS FROM / (USED IN) OPERATING ACTIVITIES

5,907

4,354

Purchases of property, plant and equipment

11

(914)

(707)

Proceeds from disposals of property, plant and equipment

52

69

Purchases of intangible assets

10

(451)

(386)

Net cash used by investment in operating assets

(1,313)

(1,024)

Acquisitions and disposals of businesses, net of cash acquired & disposed

2

611

(297)

Other long-term investments

(89)

40

Increase in long-term pension assets

20

(257)

(130)

Sub-total

265

(387)

TOTAL II - CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES

(1,048)

(1,411)

Issuance of bonds

22

3,509

1,092

Repayment of bonds

22

(1,299)

(829)

Sale/(purchase) of treasury shares

(703)

(219)

Increase/(decrease) in other financial debt

939

143

Increase/(decrease) of share capital

19

284

208

Transaction with non-controlling interests*

2

(4,702)

(73)

Dividends paid to Schneider Electric’s shareholders

19

(1,767)

(1,618)

Dividends paid to non-controlling interests

(84)

(157)

TOTAL III - CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES

(3,823)

(1,453)

TOTAL IV - NET FOREIGN EXCHANGE DIFFERENCE

(240)

(70)

TOTAL V - IMPACT OF RECLASSIFICATION OF ITEMS HELD FOR SALE

(4)

(20)

INCREASE/(DECREASE) IN NET CASH AND CASH EQUIVALENTS: I + II + III + IV + V

792

1,400

Net cash and cash equivalents, beginning of the year

18

3,863

2,463

Increase/(decrease) in cash and cash equivalents

792

1,400

NET CASH AND CASH EQUIVALENTS, END OF THE YEAR

18

4,654

3,863

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

*In 2023, transactions with non-controlling interests mainly relate to the purchase of AVEVA’s non-controlling interests.

3.      Consolidated balance sheet

Assets

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(in millions of euros)                                                                                                                                                                     Note                Dec. 31, 2023                   Dec. 31, 2022

NON-CURRENT ASSETS:

Goodwill, net

9

24,664

25,136

Intangible assets, net

10

5,837

6,373

Property, plant and equipment, net

11

4,209

3,935

Investments in associates and joint ventures

12

1,206

1,241

Non-current financial assets

13

1,245

1,125

Deferred tax assets

14

1,636

1,616

TOTAL NON-CURRENT ASSETS

38,797

39,426

CURRENT ASSETS:

Inventories and work in progress

15

4,519

4,346

Trade and other operating receivables

16

8,388

7,514

Other receivables and prepaid expenses

17

2,290

2,156

Cash and cash equivalents

18

4,696

3,986

TOTAL CURRENT ASSETS

19,893

18,002

Assets held for sale

2

209

940

TOTAL ASSETS

58,899

58,368

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

Liabilities

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(in millions of euros)                                                                                                                                                                     Note                Dec. 31, 2023                   Dec. 31, 2022

EQUITY:

19

Share capital

2,291

2,284

Additional paid in capital

2,937

2,660

Retained earnings

21,528

19,812

Translation reserve

(294)

683

Equity attributable to owners of the parent

26,462

25,439

Non-controlling interests

706

655

TOTAL EQUITY

27,168

26,094

NON-CURRENT LIABILITIES:

Pensions and other post-employment benefit obligations

20

1,069

1,186

Other non-current provisions

21

959

994

Non-current financial liabilities

22

11,592

7,330

Non-current purchase commitments over non-controlling interests

22

50

194

Deferred tax liabilities

14

703

885

Other non-current liabilities

848

865

TOTAL NON-CURRENT LIABILITIES

15,221

11,454

CURRENT LIABILITIES:

Trade and other operating payables

7,596

6,254

Accrued taxes and payroll costs

4,013

3,787

Current provisions

21

1,061

1,036

Other current liabilities

1,379

1,887

Current financial liabilities

22

2,341

3,133

Current purchase commitments over non-controlling interests

22

80

4,554

TOTAL CURRENT LIABILITIES

16,470

20,651

Liabilities held for sale

2

40

169

TOTAL EQUITY AND LIABILITIES

58,899

58,368

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

4.      Consolidated statement of changes in equity

(in millions of euros)

Number of shares (thousands)

Capital

Additional paid-in capital

Retained earnings

Equity

Transattributable lation to owners of

reserve the parent

Noncontrolling interests

Total

Dec. 31, 2021

569,033

2,276

2,456

19,694

       14                24,440

3,669

28,109

Profit for the year

-

-

-

3,477

3,477

59

3,536

Other comprehensive income

-

-

-

138

669

807

6

813

Comprehensive                 income                        for the year

-

-

-

3,615

669

4,284

65

4,349

Capital increase

2,060

8

204

-

-

212

-

212

Dividends

-

-

-

(1,618)

-

(1,618)

(157)

(1,775)

Purchase of treasury shares

-

-

-

(219)

-

(219)

-

(219)

Share-based compensation expense

-

-

-

161

-

161

23

184

AVEVA minority interest buy out

-

-

-

(1,881)

-

(1,881)

(2,907)

(4,788)

IAS 29 Hyperinflation

-

-

-

53

-

53

-

53

Other

-

-

-

7

-

7

(38)

(31)

Dec. 31, 2022

571,093

2,284

2,660

19,812

683

25,439

655

26,094

Profit for the year

-

-

-

4,003

4,003

166

4,169

Other comprehensive income

-

-

-

(76)

(977)

(1,053)

(26)

(1,079)

Comprehensive                 income                        for the year

-

-

-

3,927

(977)

2,950

140

3,090

Capital increase

1,743

7

277

-

-

284

-

284

Dividends

-

-

-

(1,767)

-

(1,767)

(84)

(1,851)

Purchase of treasury shares

-

-

-

(703)

-

(703)

-

(703)

Share-based compensation expense

-

-

-

196

-

196

-

196

IAS 29 Hyperinflation

-

-

-

68

-

68

-

68

Other

-

-

-

(5)

-

(5)

(5)

(10)

Dec. 31, 2023

572,836

2,291

2,937

21,528

(294)

26,462

706

27,168

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

5.      Notes to the consolidated financial statements

Contents

      Note 1                                              Summary of accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                            8

      Note 2               Changes in the scope of consolidation                                     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   20

      Note 3             Segment information                                         . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                         21

      Note 4                                           Research and development expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      23

      Note 5                                      Impairment losses, depreciation and amortization expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                 23

      Note 6              Other operating income and expenses                                    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   23

      Note 7                                            Other financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                        23

      Note 8                                                 Income tax expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                            24

      Note 9                                                    Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                                25

      Note 10                                                Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                              26

      Note 11                                           Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                         28

      Note 12                                       Investments in associates and joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     30

      Note 13                                             Non-current financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                           31

      Note 14                                             Deferred taxes by nature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                          32

      Note 15            Inventories and work in progress                                      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     32

      Note 16            Trade and other operating receivables                                     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   33

      Note 17            Other receivables and prepaid expenses                                   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  34

      Note 18           Cash and cash equivalents                                        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       34

      Note 19                                              Shareholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                            34

      Note 20                                    Pensions and other post-employment benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  37

      Note 21                                         Provisions for contingencies and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      41

      Note 22                                         Current and non-current financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      42

      Note 23             Classification of financial instruments                                     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   45

      Note 24                                                 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                               50

      Note 25           Related party transactions                                        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       51

      Note 26                                          Commitments and contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                        51

      Note 27                                               Subsequent events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                             52

      Note 28                                              Statutory Auditors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                           52

      Note 29                                              Consolidated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                            53

All amounts are in millions of euros unless otherwise indicated.

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

The Schneider Electric Group’s consolidated financial statements for the financial year ended December 31, 2023 were authorized for issue by the Board of Directors on February 14, 2024. They will be submitted to shareholders for approval at the Annual General Meeting of May 23, 2024.

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

NOTE 1           Summary of accounting policies

1.1- Accounting standards

The consolidated financial statements have been prepared in compliance with the international accounting standards (IFRS) as adopted by the European Union as of December 31, 2023. The same accounting methods were used as for the consolidated financial statements for the year ended December 31, 2022.

The IFRS standards and interpretations as adopted by the European Union are available at the following website: https://finance.ec.euro pa.eu/capital-markets-union-and-financial-markets/company-reporting-and-auditing/company-reporting/financial-reporting

Standards, interpretations and amendments endorsed by the European Union whose application is mandatory as of January 1, 2023

The following standards and interpretations that were applicable during the period did not have a material impact on the consolidated financial statements as of December 31, 2023:

•   amendments to IAS 12 - Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction;

•   amendments to IAS 12 - Income taxes: International Tax Reform – Pillar Two Model Rules;

•   amendments to IAS 1 - Presentation of Financial Statements. IFRS Practice Statement 2: Disclosure of Accounting policies; amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates;

•   IFRS 17 and amendments - Insurance Contracts.

Standards, interpretations and amendments unendorsed by the European Union as of December 31, 2023 or whose application is not mandatory as of January 1, 2023

•   amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability;

•   amendments to IAS 7 - Statement of Cash Flows and IFRS 7 - Financial Instruments: Disclosures on Supplier Finance Arrangements;

•   amendments to IAS 1 - Presentation of Financial Statements: Classification of Liabilities as Current or Non-current; Deferral of Effective Date; Non-current Liabilities with Covenants;

•   amendments to IFRS 16 - Leases: Lease Liability in a Sale and Leaseback.

The Group is currently assessing the potential effect on the Group’s consolidated financial statements of the standards not yet applicable as of December 31, 2023. At this stage of analysis, the Group does not expect any material impact on its consolidated financial statements.

Climate-related matters

The potential impacts on the Group’s assets and liabilities measurement as well as on significant judgements and estimates, from the climate-related matters, have been analyzed through both climate transition risk and opportunities, physical risks perspective and carbon neutral external commitments perspective. The Group is committed to be carbon neutral in its operations by 2025, net-zero CO2 emissions in its operation by 2030, will be carbon neutral along the whole of its value chain by 2040 and net zero along the whole value chain by 2050. Those objectives are concretely declined in the Group’s Sustainability strategy through the SSI and SSE programs that are externally reported respectively on a quarterly and annually basis.

To achieve its emission reduction objectives and meet net zero commitments taken, the Group has defined a roadmap and key actions to enable both its own operations and supply chain’s decarbonization, leading to direct consequences on processes, site transition, R&D and investment priorities: Redesign of the investment monitoring and approval tool in December 2022 to support internal and external reporting, monitor investments allowing our sites to transition to Zero-CO2 sites and prioritize low-carbon investments. In 2023, trainings and change management have been performed to ensure adoption.

•   Significantinvestmentsonbothindustrialprocesses(siteselectrification)andrealestateportfolio(EVchargersinstalment)planned to decarbonize operations by 2030 (scopes 1 & 2) in line with company-wide energy climate targets (150 Zero-CO2 sites by 2025, double energy productivity by 2030, 100% of electricity from renewables by 2030, shift 100% of corporate vehicle fleet to electric vehicles by 2030). Specifically on manufacturinganddistribution centers, the Group has defined a priority list and planned to invest progressivelyonmoreelectrification, sustainableandefficientsystems(heatpumps, microgrids, solarpanels, thermalinsulation...) between 2024 and 2030 to achieve net-zero ready operations by 2030.

•   Implementation of a process to follow carbon footprint evolution at an early stage of new product development to reduce the footprint of future generations of products. The Group committed on a step up in R&D in coming years, from an existing circa 5% of Group revenues dedicated to strategic R&D investment to a future circa 7%, with a strong focus on sustainability. Around 8 billion of euros (absolute amount) have been invested in R&D between 2017 and 2022.

The actual and potential financial links and effects of the Group’s external commitments or the specific climate risks identified are detailed as follows: The Group has performed an evaluation of physical risks on its sites with an independent expert. No material impact to disclose, notably on evaluation and useful life of tangible assets or in the impairment tests performed at Group Level. The Group is not a capital-intensive company, majority of its sites are leased and not owned, and the individual residual value of its tangible assets in the most at-risk locations is not material. Additionally, the multi hub position of the Group with agile capacity to relocate its production in case of climate disaster is a way to significantly mitigate risks and potential effects. Also, the Group has a low dependence on water in its production processes, and its sites are slightly located in flood zones or coastal zones. Finally, the Group is on an opportunistic position regarding world’s desire for electrification & other company’s net zero commitments. In 2023, the Group has worked on quantifying investments and additional costs, as well as opportunities to achieve long-term net zero carbon commitments, taking into consideration several scenarios in order to integrate them into the Group’s impairment tests. The Group has not identified any risk of impairment at December 2023.

•   The Schneider Sustainability Impact (SSI), which includes a climate target, is used as a criterion in the annual variable compensation of the Corporate Officer and that of the 64,000 employees benefiting from such compensation (20% weight). In the same way, the Schneider Sustainability External & Relative Index (SSERI) is used for the long-term incentive plan granted to 3,000+ employees including the Corporate Officer (25% weight).

•   To further tie climate-related issues to financial planning, Schneider successfully launched the first-ever sustainability-linked convertible bonds in 2020. This bond has been linked to three SSI targets by including the objective to save and avoid 800 million tons of CO2 on the customers’ end by 2025. In 2022, the Group has also linked its bank fundings with the SSI performance with the signature of a KPIs linked facility.

1.2- Basis of presentation

The financial statements have been prepared on a historical cost basis, except for the following:

•   derivative instruments and certain financial assets, measured at fair value;

•   assets held for sale - measured at the lower of carrying amount and fair value less costs to sell; defined benefit pension plans - plan assets measured at fair value.

Financial liabilities are measured using the amortized cost model. The book value of hedged assets and liabilities, under fair-value hedge, corresponds to their fair value, for the part corresponding to the hedged risk.

1.3- Use of estimates and assumptions

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

These assumptions and estimates mainly concern:

•   the measurement of the recoverable amount of goodwill, property, plant and equipment and intangible assets (Note 1.8 and 1.9) and the measurement of impairment losses (Note 1.11);

•   the measurement of the recoverable amount of non-current financial assets (Note 1.12 and 13);

•   the realizable value of inventories and work in progress (Note 1.13);

•   the recoverable amount of trade and other operating receivables (Note 1.14);

•   the valuation of share-based payments (Note 1.20);

•   the calculation of provisions or risk contingencies (Note 1.21);

•   the measurement of pension and other post-employment benefit obligations (Note 1.19 and Note 20);

•   the recoverability of deferred tax assets (Note 14);

•   the measurement of provisions covering uncertainties over income tax treatment (Note 1.21);

•   the estimation of the margin at completion for Construction contracts (Note 1.24);

•   the assumptions retained to evaluate the lease liability (IFRS 16): lease term and discount rate (Note 1.10).

1.4- Consolidation principles

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

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Accounting policies of subsidiaries, joint-venture and associates have been changed when necessary to ensure consistency with the policies adopted by the Group.

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

Under equity method, the net assets and net result of a company are recognized pro rata to the interest held by the Group in the share capital.

On acquisition of an investment in a joint venture or an associate, goodwill relating to the joint venture or the associate is included in the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceed its interest in the entity, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity.

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

Any acquisition or disposal of an interest in a subsidiary that doesn’t change the control is considered as a shareholder transaction and must be recognized directly in equity.

A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a separate reserve within equity attributable to owners.

Intra-group transactions and balances are eliminated.

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

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

1.5- Business combinations

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

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

The differential between the cost of acquisition excluding acquisition expenses and the Group’s share in the fair value of assets and liabilities at the date of acquisition is recognized in goodwill. When the cost of acquisition is lower than the fair value of the identified assets and liabilities acquired, the badwill is immediately recognized in the statement of income.

Goodwill is allocated to Cash-Generating Units (CGUs) or groups of cash-generating units that benefit from business combination synergies.

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

The full goodwill method is applied at Group level, therefore, non-controlling interests are valued at fair value.

In accordance with IAS 32, put options granted to minority shareholders are recorded as financial liabilities at the option’s estimated strike price.

The share in the net assets of subsidiaries is reclassified from “Non-controlling interests” to “Purchase commitments over non-controlling interests” and the differential between the value of the non-controlling interests and the liability, corresponding to the commitment, is recorded in equity.

1.6- Translation of the financial statements of foreign subsidiaries

The consolidated financial statements are prepared in euros.

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

•   assets and liabilities are translated at the official closing rates;

•   income statement, backlog and cash flow items are translated at average annual exchange rates.

The functional currency of an entity is the currency of the primary economic environment in which it carries out its operations. In most cases, the functional currency corresponds to the local currency. However, a functional currency other than the local currency can be retained for certain entities, if it represents the currency of the main transactions carried out by the entity and that it ensures faithful representation of its economic environment.

Translation adjustments are recorded in consolidated equity under “Translation reserve”.

Upon exit from the scope of consolidation, the cumulative translation reserve of a company whose functional currency is not the euro are recycled in the income statement and are part of the gain or loss on disposal.

The Group applies IAS 29 - Financial Reporting in Hyperinflationary Economies to the Group’s subsidiaries in countries with hyperinflationary economies (Argentina and Türkiye). IAS 29 - Financial Reporting in Hyperinflationary Economies requires the non-monetary assets and liabilities and income statementsofcountries with hyperinflationary economiesto be restated to reflect the changes inthe general purchasing power of their functional currency, thereby generating a profit or loss on the net monetary position which is recognized in net income within “Other financial income and expenses”. In addition, the financial statements of the subsidiaries in these countries are translated at the closing exchange rate of the reporting period concerned, in accordance with IAS 21. In 2023, all the necessary conditions were met to consider Türkiye and Argentina as a hyperinflationary country within the meaning of IFRS. The Group has applied IAS 29 to Argentina in its financial statements from January 1, 2018 and to Türkiye in its financial statements from January 1, 2022. The Group used the Consumer Price Index (CPI) for both Argentina and Türkiye to remeasure its income statement items, cash flows and non-monetary assets and liabilities. This index was up 211% for Argentina and up 65% for Türkiye between December 2022 and December 2023.

1.7- Foreign currency transactions

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

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

1.8- Intangible assets
Intangible assets acquired separately or as part of a business combination

Intangible assets acquired separately are initially recognized in the balance sheet at historical cost. They are subsequently measured using the amortized cost model.

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

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

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

Trademarks

The trademarks are recognized at fair value at the acquisition date. The trademarks fair value is determined using the relief from royalty method.

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

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

•   brand awareness;

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

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

Internally generated intangible assets
Research and development costs

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

•   the project is clearly identified and the related costs are separately identified and reliably monitored;

•   the project’s technical feasibility has been demonstrated and the Group has the intention and financial resources to complete the project and to use or sell the resulting products;

•   the Group has allocated the necessary technical, financial and other resources to complete the development;

•   it is probable that the future economic benefits attributable to the project will flow to the Group.

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

Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

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

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

Software implementation

External and internal costs relating to the implementation of Enterprise Resource Planning (ERP) applications are capitalized when they relate to the programming, coding and testing phase. They are amortized over the applications’ useful lives.

1.9- Property, plant and equipment

Property, plant and equipment is primarily comprised of land, buildings and production equipment and is carried at acquisition cost, less accumulated depreciation and any accumulated impairment losses.

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

•   buildings: 20 to 40 years;

•   machinery and equipment: 3 to 10 years;

•   other: 3 to 12 years.

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

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

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

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

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

1.10- Leases
Scope of the Group’s contracts

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

•   real estate: office buildings, factories, and warehouses;

•   vehicles: cars and trucks;

•   forklifts used mainly in factories or storage warehouses.

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

Rental obligation

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

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

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

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

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

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

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

Right-of-use assets

The Group accounts for the assets related to the right-of-use on the lease starting date (i.e. the date on which the underlying asset is available).

Assets are measured at cost, less accumulated depreciation and impairment losses, and adjusted for the revaluation of lease liabilities.

The cost of right-of-use assets includes the amount of lease liabilities, initial direct costs incurred and lease payments made on or before the effective date, minus lease inducements received. They are recognized as tangible assets, in the Balance Sheet.

Unless the Group is reasonably certain that it will become the owner of the leased asset at the end of the lease term, the recorded right-ofuse assets are depreciated using the linear method over the shortest period of time between estimated life of the underlying asset and the duration of the lease. The assets related to the right-of-use are subject to depreciation.

Determining the duration of contracts

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

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

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

According to the recommendation of IFRIC, on a case-by-case analysis and based on Real Estate teams’ expertise, experience strategy and projects, the Group is determining the most probable duration to perform our calculations.

In most of cases, the duration chosen is the enforceable duration of the real estate contracts, in particular on the most strategic buildings and factories.

1.11- Impairment of assets

The Group assesses the recoverable amount of its long-lived assets as follows:

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

•   non-amortizable intangible assets and goodwill are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

Valueinuseisdeterminedbydiscountingfuturecashflowsthatwillbegeneratedbythetestedassets. Thesefuturecashflowsarebasedon Group management’s economic assumptions and operating forecasts presented in business plans over a period generally not exceeding five years, and then extrapolated based on a perpetuity growth rate. The discount rate corresponds to the Weighted Average Cost of Capital (WACC) at the measurement date. This rate is based on the following main assumptions:

•   a long-term interest rate of 3.5%, corresponding to the interest rate for 10-year OAT treasury bonds

•   the average premium applied to financing obtained by the Group in 2023

•   the weighted country risk premium for the Group’s businesses in the countries in question.

The perpetuity growth rate is 2.0%, unchanged from the previous financial year.

Impairment tests are performed at the level of CGUs (or groups of CGUs) to which the asset belongs. A cash-generating unit is the smallest group of assets that generates cash inflows that are largely independent of the cash flows from other assets or groups of assets. The groups of cash-generating units in 2022 were Low Voltage, Medium Voltage, Secure Power and Industrial Automation. In 2023, to reflect its ongoing strategy toward sustainability and digital transformation, the Group reorganized the level at which Goodwill is being monitored. Hence, the groups of CGUs in 2023 are Low Voltage, Medium Voltage, Secure Power, Sustainability, EM Software, Industrial Automation and Industrial Automation Software. This change does not modify our reporting segments. Goodwill was reallocated using relative values of groups of CGUs, similarly to disposal operations.

NetassetswereallocatedtothegroupofCGUsatthelowestpossiblelevelonthebasisofthegroupofCGUsactivitiestowhichtheybelong.

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

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

1.12- Non-current financial assets

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

IFRS 9 standard allows two accounting treatments for equity instruments:

•   change in fair value is recognized through “Other Comprehensive Income” in the comprehensive income statement, and in equity under “Other reserves” in the balance sheet, with no subsequent recycling in the income statement even upon sale.

•   change in fair value, as well as gain or loss in case of sale, are recognized in the income statement.

The election between those two methods is to be made from inception for each equity investment and is irrevocable. For significant investments not listed in an active market, the valuation is performed by external experts at least annually and whenever there is an indication that it may be impaired.

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

1.13- Inventories and work in progress

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

Net realizable value corresponds to the estimated selling price net of remaining expenses to complete and/or sell the products. Inventory impairment losses are recognized in “Cost of sales”.

The cost of work in progress, semi-finished and finished products, includes the cost of materials and direct labor, subcontracting costs, all production overheads based on normal manufacturing capacity and the portion of development costs that are directly related to the manufacturing process (corresponding to the amortization of capitalized projects in production and product and range of products maintenance costs).

1.14- Trade and other operating receivables

Trade and other receivables are measured at their transaction price upon initial recognition and then at amortized cost less any impairment losses based on expected credit losses model.

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

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

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

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

Assignment of receivables

When it can be demonstrated that the Group has transferred substantially all the risks and benefits related to assignment of receivables, particularly the credit risk, the items concerned are derecognized. Otherwise, the operation is considered as a financing operation, and the receivables remain in the balance sheet assets, with recognition of a corresponding financial liability.

1.15- Assets held for sale and liabilities of discontinued operations
Assets held for sale

Non-current assets or disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This classification occurs when the Group takes the decision to sell them and that the sale is considered highly probable.

The assets and liabilities held for sale are presented on different lines of the balance sheet. They are measured at the lower of their carrying amount or fair value less costs to sell. Assets classified as held for sale are no longer depreciated (amortized) as of the date they are classified as assets or disposal groups held for sale.

When a sale involving the loss of control of the subsidiary is considered highly probable, all the assets and liabilities of this subsidiary are classified as being held for sale, independently of whether or not the Group retains a residual interest in the entity after its sale. Discontinued operation

A discontinued operation is a clearly identifiable component that the Group either has abandoned or that is classified as held for sale:

•   representing a separate major line of business or geographical area of operations;

•   being part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or,

•   being a subsidiary acquired exclusively with a view to resale.

Once the criteria are met, the profit and loss and the cash flow from discontinued operations are presented separately in the consolidated income statement and the consolidated cash flow statement for each period.

1.16- Taxes
Income tax expense

The tax rate is calculated on the basis of the fiscal regulations enacted or substantively enacted at the fiscal year closing date in each country where the Group’s companies carry out their business. The Group’s applicable tax rate corresponds to the average of the theoretical tax rates in force in each country, weighted according to profit obtained in each of these countries. The average effective tax rate is calculated as follows: (current and deferred income tax expense)/(net profit before tax less share of profit of associates, and net profit from discontinued operations).

Deferred taxes

Deferred taxes are recognized for all temporary differences between the carrying amount of assets and liabilities and their tax base (excluding if it arises from the initial recognition of goodwill), the tax loss carryforwards and the unused tax credits.

Deferred taxes are based on tax rates and tax rules that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. The effect of any change in the current and deferred taxes is recognized in P&L, except to the extent that it relates to items recognized on OCI or directly in equity. In this case, the tax is also recognized in OCI or equity.

When the Group decides not to distribute profits retained by the subsidiary within the foreseeable future, no deferred tax liability is recognized.

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

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

1.17- Cash and cash equivalents

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

1.18- Treasury shares

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

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

1.19- Pensions and other employee benefit obligations

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

Defined contribution plans

Payments made under defined contribution plans are recorded in the income statement, in the year of payment, and are in full settlement of the Group’s liability. As the Group is not committed beyond these contributions, no provision related to these plans has been booked.

In most countries, the Group participates in mandatory general plans, which are accounted for as defined contribution plans.

IFRIC decision - Attribution of benefits to periods of service IAS 19 - EmployeeBenefits

The Group has taken into account the impact of the IFRIC agenda decision issued in April 2021 when measuring employee benefit obligations. This decision, without any material impact for the Group, clarifies the periods over which employee benefits should be attributed in allocating the IAS 19 expense.

Defined Benefit plans

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

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

The amount recognized in the balance sheet corresponds to the present value of the obligation, and net of plan assets. The valuation is performed by external actuaries.

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

Changesresultingfromperiodicadjustmentstoactuarialassumptionsregardinggeneralfinancialandbusinessconditionsordemographics(i.e., changesinthediscountrate, annualsalaryincreases, returnonplanassets, yearsofservice, etc.) aswellasexperienceadjustments are immediately recognized in the balance sheet as a separate component of equity in “Other reserves” and in comprehensive income as “Other comprehensive income/loss”.

Past service cost is recorded in “Other operating income and expenses”.

Other commitments

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

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

1.20- Share-based payments

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

These equity instruments are measured at fair value, on the date of grant, using the market price discounted from the expected dividend yield during the vesting period and adjusted for market conditions achievement.

The Group is using the Monte Carlo method to estimate the achievement of Relative Total Shareholder Return (TSR) vs. CAC 40 and a Panel of peer companies (market conditions).

The number of equity instruments granted can be adjusted during the vesting period to reflect the Group best estimate of non-market conditions achievement.

Main non-market conditions are the following:

•   Adjusted Earnings per Share (EPS) improvement rate;

•   Schneider Sustainability External and Relative Index (“SSERI”); Service conditions.

An employee benefits expense is recognized with a corresponding increase in equity on a straight-line basis over the vesting period, in general three years.

1.21- Provisions and risk contingencies

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

Provisions are primarily set aside to cover:

•   economic risks: these provisions relate to probable tax risks, other than income tax related, arising on positions taken by the Group or its subsidiaries. Each position is assessed individually and not offset, and reflects the best estimate of the risk at the end of the reporting period. Where applicable, it includes any late-payment interest and fines. In accordance with IFRIC 23 - Uncertainty over income tax treatments, provisions covering uncertainties over income tax treatment are presented under “Accrued taxes and payroll costs” since 1st of January 2019;

•   customer risks: provisions for customer risks mainly integrate the provisions for losses at completion for some of long-term contracts. Provisions for expected losses are fully recognized as soon as they are identified;

•   product risks: these provisions comprise

–   statistical provisions for warranties: the Group funds provisions on a statistical basis for the residual cost of Schneider Electric product warranties not covered by insurance. The provisions are estimated with consideration of historical claim statistics and the warranty period;

–   provisions to cover disputes concerning defective products and recalls of clearly identified products.

•   environmental risks: these provisions are primarily funded to cover clean-up costs. The estimation of the expected future outflows is based on reports from independent experts;

•   restructuring costs, when the Group has prepared a detailed plan for the restructuring and has either announced or started to implement the plan before the end of the year. The estimation of the liability includes only direct expenditure arising from the restructuring.

1.22- Financial liabilities

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

1.23- Financial instruments and derivatives

Risk hedging management is centralized. The Group’s policy is to use derivative financial instruments exclusively to manage and hedge changesinexchangerates, interestratesorpricesofcertainrawmaterials. TheGroupusesinstrumentssuchasforeignexchangeforwards, foreign exchange options, cross currency swaps, interest rate swaps and commodities future, swaps or options, depending on the nature of the exposure to be hedged.

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

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

Foreign currency hedges

The Group periodically enters into foreign exchange derivatives to hedge the currency risk associated with foreign currency transactions.

Whenever possible, monetary items (except specific financing items) denominated in foreign currency carried in the balance sheet of

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

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

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

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

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

•   For foreign exchange derivatives hedging an item on the balance sheet: forward points are amortized in statement of income on a straight-line basis. Forward points related to foreign exchange derivatives hedging financing transactions are included in “Finance costs, net”;

•   For foreign exchange derivatives hedging future transactions not yet recorded on the balance sheet: Forward points are recorded in the statement of income when the hedged transaction impacts the statement of income.

Interest rate hedges

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

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

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

Commodity hedges

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

1.24- Revenue recognition

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

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

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

The following revenue recognition methods can be applied:

Recognition of revenue at a point of time

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

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

•   the goods sold have no alternative use, and

•   enforceable right to payment (corresponding to costs incurred, plus a reasonable profit margin) for the work performed to date exists, in the event of early termination for convenience by the customer.

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

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

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

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

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

Provisionsforthediscountsofferedtodistributorsareaccruedwhentheproductsaresoldtothedistributorandrecognizedasadeduction from revenue. Certain Group’ subsidiaries also offer cash discounts to distributors. These discounts and rebates are deducted from sales.

Consolidated revenue is presented net of these discounts and rebates.

Recognition of software revenue

The group generates software-related revenue mainly through subscriptions, licenses, maintenance and services. Revenue is recognized upon transfer of control of the promised software or service to the customers.

•   Subscriptions contracts are either:

–   SaaS (Software as a Service: remote access to a cloud software solution, hosting and services) contracts, which are recognized linearly over the contract term

–   On premise subscriptions: containing two separate performance obligations pertaining to on premise software license and maintenance, the revenue from such arrangements is recognized in line with revenue from arrangements with multiple performance obligations. Software license revenue represents fees earned from granting customers licenses to use the Group’s software. It includes license revenue of perpetual and periodic license sales of software products and is recognized at a point in time when control is transferred to the client.

•   Maintenance includes annual fees as well as separate support and maintenance contracts. Revenue is recognized over time on a straight-line basis over the period of the contract.

•   Services include notably setup services, training services, customization services. Revenue from these services is recognized over time as the services are performed.

Backlog and balance sheet presentation

Backlog(asdisclosedinNote3)correspondstotheamountofthesellingpriceallocatedtotheperformanceobligationsthatareunsatisfied (or partially unsatisfied) at closing date and includes binding contracts only.

The cumulated amount of revenue accounted for, less progress payments and accounts receivable (presented on a dedicated line of the balance sheet) is determined on a contract-by-contract basis. If this amount is positive, the balance is recognized under “contract assets” inthebalancesheet. Ifitisnegative, thebalanceisrecognizedunder“contractliabilities”(seeNote16). Reservesforonerouscontracts(socalled reserves for loss at completion) are excluded from contract assets and liabilities and presented among the “provisions for customer risks” item.

1.25- Earnings per share

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

Diluted earnings per share are calculated by adjusting profit attributable to equity holders of the parent and the weighted average number ofsharesoutstandingforthedilutiveeffectofperformancesharesoutstandingatthebalancesheetdate. Thedilutiveeffectofperformance shares is determined by applying the “treasury stock” method.

1.26- Statement of cash flows

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

1.27- Other operating income and expenses

Material non-recurring operations that could affect operating performance readability are classified under “Other operating income and expenses”.

They notably include:

•   gains or losses from the disposal of activities or groups of assets;

•   costs in relation with acquisitions or separation (advisors’ fee, costs from external experts involved in the due diligence process);

•   costs in relation with integration (one-off costs expensed in the next three years after acquisition, in relation with upgrade or modification of existing IT systems, to reach the Group standards);

•   significant provisions and impairment losses for property, plant and equipment and intangible assets;

•   provisions or costs relating to significant legal risks or litigations;

•   gain or loss related to the amendment, curtailment or settlement of a defined benefit plan.

1.28- Other financial income and expense

Other financial income and expenses notably include:

•   bank commissions

•   Factoring fees

NOTE 2           Changes in the scope of consolidation

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

2.1- Scope variations
Main acquisitions of the period
Transaction with AVEVA’s non-controlling interests

On September 21, 2022, the Group confirmed its firm intention to acquire the share capital of AVEVA that it did not already own.

On November 11, 2022, the Board of Schneider Electric and the AVEVA Independent Committee announced that they reached an agreement on the terms of a cash offer of 3,225 pence per AVEVA share. Such acquisition is to be effected by means of a Court approved scheme of arrangement (the Scheme), under Part 26 of the Companies Act 2006.

On November 25, 2022, the requisite majority of AVEVA’s shareholders approved the Scheme, and passed the Special Resolution to implement the Scheme during respectively the Court Meeting and the General Meeting. This led to the immediate recognition of a current financial liability in the Group’s financial statements of GBP 4,039 million (EUR 4,554 million) as of December 31, 2022). The recognition of this liability triggered an immediate reduction in non-controlling interests and in the group share of equity.

On January 18, 2023, following the deliverance of the UK Court Order to the Registrar of Companies, the Scheme (acquisition by the Group of the outstanding AVEVA shares not already owned) became effective. AVEVA shares were unlisted from the London Stock Exchange on January 19, 2023.

The financial liability was settled in cash on January 31, 2023 for GBP 4,055 million (EUR 4,610 million at the foreign exchange closing rate incurred on January 31, 2023) including stamp duties. The Group’s transaction cash out, including EUR 71 million legal fees paid, was presented under the financing section of the cash flow statement and amounted to EUR 4,681 million.

In the context of this transaction, the Group also incurred, through hedging schemes, a negative impact on cash for EUR 106 million.

EcoAct

On November 2, 2023, the Group acquired 100% of the capital of EcoAct SAS (“EcoAct”), an international leader in climate consulting and net zero solutions headquartered in Paris, France. EcoAct will be reported within the Energy management reporting segment.

The purchase accounting as per IFRS 3R is not completed as of December 31, 2023.

Main divestments of the period
Transformer plants in Poland and Türkiye

On January 6, 2023, the Group closed the transaction for the disposal of its Transformer plants in Poland and Türkiye to Cahors Group, an international company specializing in energy distribution, headquartered in France. The businesses had around 800 employees and were reported within the Energy management reporting segment up until disposal effective date.

As of December 31, 2022, net assets were already measured at fair value less costs to sell, leading to no impact from the divestment in the consolidated statement of income of the period.

VinZero

On May 31, 2023, the Group closed the transaction for the disposal of RIB Software’s VinZero business to a European corporate. VinZero is an IT infrastructure solutions group and software partner for architecture, engineering, construction, owner-operator, and manufacturing organizations providing value-add services and consulting. The business was reported within the Energy management reporting segment up until disposal effective date. The gain on disposal was recorded under “Other operating income and expenses”.

Gutor

On August 2, 2023, the Group closed the transaction for the disposal of Gutor Electronics’ operations to Latour Capital, a French private equity investor. Gutor is a global leader in the manufacturing of industrial uninterruptible power supply (UPS) systems and the provision of related services. Gutor was reported within the Energy management reporting segment up until disposal effective date.

Telemecanique Sensors

On October 31, 2023, the Group closed the transaction for the disposal of its industrial sensors business, Telemecanique Sensors, to YAGEO. As part of the transaction, the Group granted YAGEO a license to use Telemecanique Sensors trademark. The all-cash transaction valued Telemecanique Sensors at EUR 723 million (Enterprise Value). Telemecanique Sensors was reported within the Industrial Automation reporting segment up until disposal effective date.

Follow-up on acquisitions and divestments transacted in 2022 with effect in 2023

EV Connect Inc.

On June 21, 2022, the Group completed the purchase of a 95.52% controlling stake in EV Connect Inc. and now reports within Energy Management reporting segment. The Group holds an agreement to acquire the remaining 4.48% of non-controlling interests in 2027. The related debt has been recognized in “Non-current purchase commitments over non-controlling interests”.

In November 2023, the Group purchased 3.88% of non-controlling interests which raised its stake in EV Connect Inc. at 99.4%.

The purchase accounting as per IFRS 3R is completed as of December 31, 2023. The net adjustment of the opening balance sheet, resulting mainly from the booking of identifiable intangible assets (technology, customer relationship and trademark), led to the recognition of a EUR 255 million goodwill at acquisition date.

IFRS 5 application - Non-currentAssetsHeldforSaleandDiscontinuedOperations

The following businesses have been reclassified as Held for Sale as of December 31, 2023:

Autogrid

On July 20, 2022, the Group completed the acquisition of Autogrid, raising its stake from 24.2% to 91.8% controlling stake. AutoGrid is a Virtual Power Plant (VPP) and Distributed Energy Resource Management System (DERMS) provider and is reported within Energy Management reporting segment. The Group held an agreement to acquire the remaining 8.2% of non-controlling interests in 2026. The related debt was recognized in “Non-current purchase commitments over non-controlling interests” as of December 2022.

On December 14, 2023, the Group entered into an agreement with Uplight Inc. for the sale of Autogrid. In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the assets and liabilities have been classified as “Assets held for sale” and “Liabilities held for sale”, for EUR 209 million and EUR 40 million respectively. The assets are mainly intangible assets (including goodwill) for EUR 197 million. No impairment loss was recognized by the Group following the IFRS 5 classification.

This transaction represents a reorganization among Schneider Electric-owned or affiliated businesses aimed at Prosumers, to better align their capabilities. The transaction, which closed on February 8, 2024, has raised the controlling stake of the Group in Uplight Inc., which will remain consolidated as an equity investment.

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

Changes in the scope of consolidation at December 31, 2023, decreased the Group’s cash position by a net EUR 4,091 million outflow, as described below:

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Acquisitions

(307)

(559)

Disposals

918

262

FINANCIAL INVESTMENTS NET OF DISPOSALS

611

(297)

AVEVA

Others

(4,681) (21)

-

(73)

TRANSACTION WITH NON-CONTROLLING INTERESTS

(4,702)

(73)

TOTAL CASH FLOW IMPACT

(4,091)

(370)

In 2023, cash outflows mainly relate to the acquisitions of AVEVA’s non-controlling interests and EcoAct. Cash inflows mainly relate to the disposals of Telemecaniques Sensors, VinZero and Gutor. The main acquisitions and disposals of the year are described in Note 2.1.

In 2022, cash outflows mainly related to the acquisitions of EV Connect and Autogrid as well as other individually not significant acquisitions. Cash inflows mainly related to the disposals of Eurotherm and of the load bank business of ASCO Power Technologies, as well as other individually not significant disposals.

NOTE 3          Segment information

The Group is organized into two reporting segments as follows:

EnergyManagement leverages a complete end-to-end technology offering enabled by EcoStruxure. The Group’s go-to-market is oriented to address customer needs across its four end-markets of Buildings, Data Centers, Industry and Infrastructure, supported by a worldwide partner network.

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

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

The Executive Committee, which is chaired by the Chief Executive Officer, has been identified as the main decision-making body for allocating resources and evaluating segment performance. Performance and decisions on the allocation of resources are assessed by the Executive Committee and are mainly based on Adjusted EBITA.

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

The Executive Committee does not review assets and liabilities by reporting segments.

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

Details are provided in the Management Report.

Due to the substantial number of customers served by the Group, to their significant diversity in multiple sectors and to their wide geographical dispersion, the Group’s largest customer does not exceed 10% of Schneider Electric’s revenue.

3.1- Information by reporting segment
Full Year 2023

image

Energy                    Industrial     Central functions Management        Automation                        & digital costs

(in millions of euros)                                                                                                                                                                                                                                                                Total

Backlog

15,414

3,748

-

19,162

Revenue

28,241

7,661

-

35,902

Adjusted EBITA

5,967

1,304

(859)

6,412

Adjusted EBITA (%)

21.1%

17.0%

17.9%

On December 31, 2023, the total backlog to be executed in more than a year amounted to EUR 4,287 million.

Full Year 2022

(in millions of euros)

Energy Management

Industrial Automation

Central functions

& digital costs

Total

Backlog

13,156

3,334

-

16,490

Revenue

26,442

7,734

-

34,176

Adjusted EBITA

5,392

1,458

(833)

6,017

Adjusted EBITA (%)

20.4%

18.9%

17.6%

3.2- Information by region

The geographic regions covered by the Group are:

•             Western Europe;

•             North America (including Mexico); Asia-Pacific;

•             Rest of the World (Eastern Europe, Middle East, Africa, South America).

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

Full Year 2023

Western       of which        Asia-              of which        North            of which        Rest of the Europe           France           Pacific           China             America USA                World

(in millions of euros)                                                                                                                                                                                                                                                                Total

Revenue by country market

8,912

2,067

10,247

4,569

12,211

10,553

4,532

35,902

Non-current assets as of

Dec. 31, 2023

12,396

2,823

5,616

1,154

15,338

14,958

1,360

34,710

Full Year 2022

(in millions of euros)

Western

Europe

of which France

AsiaPacific

of which China

North

America

of which USA

Rest of the

World

Total

Revenue by country market

8,304

1,986

10,341

5,154

10,986

9,526

4,545

34,176

Non-current assets as of

Dec. 31, 2022

12,383

2,579

5,540

1,170

16,564

16,203

957

35,444

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

(in millions of euros)                                                                                                                                                 Full Year 2023                                                                Full Year 2022

Revenue - Mature countries

21,825

61%

20,243

59%

Revenue - New economies

14,077

39%

13,933

41%

TOTAL

35,902

100%

34,176

100%

Mature countries gather mainly Western Europe and North American countries.

NOTE 4           Research and development expenditures

Research and development expenditures are as follows:

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Research and development expenditures in costs of sales

(520)

(448)

Research and development expenditures in R&D costs *

(1,168)

(1,040)

Capitalized development costs

(328)

(357)

TOTAL RESEARCH AND DEVELOPMENT EXPENDITURES **

(2,016)

(1,845)

* Including EUR 58 million of research and development tax credit in full year 2023 and EUR 51 million in full year 2022

** Excluding amortization of R&D costs capitalized

In addition to the R&D expenditures, amortization expenses of capitalized development booked in the cost of sales, amounted to EUR 236 million in 2023 and EUR 242 million in 2022.

NOTE 5              Impairment losses, depreciation and amortization expenses

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Depreciation and amortization included in cost of sales

(544)

(555)

Depreciation and amortization included in selling, general and administrative expenses

(486)

(503)

Amortization expenses of purchase accounting intangible assets

(396)

(423)

Impairment losses of purchase accounting intangible assets

(34)

(1)

IMPAIRMENT LOSSES, DEPRECIATION AND AMORTIZATION EXPENSES

(1,460)

(1,482)

A EUR 34 million impairment was recognized on Clipsal brand in 2023 following the annual impairment tests realized by the Group.

NOTE 6           Other operating income and expenses

Other operating income and expenses are as follows:

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Gains/(losses) on assets disposals

(8)

5

Gains/(losses) on business disposals

265

(108)

Impairment of assets

(30)

(117)

Costs of acquisitions and integrations

(111)

(180)

Others

(18)

(33)

OTHER OPERATING INCOME AND EXPENSES

98

(433)

In 2023, the gains on business disposals mainly relate to the 2023 divestments described in Note 2. The costs of acquisitions and integrations are mainly related to the recent and ongoing acquisitions of the year.

In2022, thelossesonbusinessdisposalsmainlyrelatedtothedivestmentsofouractiviesinRussia, LoadbankandEurotherm. Impairment of assets mainly related to Transformers disposal as described in Note 2. The costs of acquisitions and integrations are mainly related to the recent acquisitions. In 2022, it also included EUR 28 million of share-based payments, corresponding to the acceleration of multiple AVEVA plans, in line with the terms of AVEVA’s transaction.

NOTE 7           Other financial income and expenses

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Exchange gains and losses, net

(50)

(21)

Net monetary gain/(loss) (IAS 29 Hyperinflation)

(39)

(5)

Financial component of defined benefit plan costs

(54)

(37)

Dividends received

3

3

Fair value adjustment of financial assets

6

2

Financial interests - IFRS16

(36)

(34)

Effect of discounting & undiscounting

2

18

Other financial expenses, net

(54)

(35)

OTHER FINANCIAL INCOME AND EXPENSES

(222)

(109)

NOTE 8          Income tax expenses

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

8.1- Analysis of income tax expense

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Current taxes

(1,411)

(1,195)

Deferred taxes

126

(16)

INCOME TAX EXPENSE

(1,285)

(1,211)

8.2- Income tax expense by country market
Full Year 2023

image

Western       of which        Asia-              of which        North            of which        Rest of the Europe           France           Pacific           China             America USA                World

(in millions of euros)                                                                                                                                                                                                                                                                Total

Revenue by country market

8,912

2,067

10,247

4,569

12,211

10,553

4,532

35,902

in %

25%

6%

29%

13%

34%

29%

13%

Income       tax      expense     by

country market*

(290)

(113)

(528)

(327)

(415)

(366)

(52)

(1,285)

in %

23%

9%

41%

25%

32%

29%

4%

*after reallocation of withholding taxes on dividends

Full Year 2022

(in millions of euros)

Western

Europe

of which France

AsiaPacific

of which China

North

America

of which USA

Rest of the

World

Total

Revenue by country market

8,304

1,986

10,341

5,154

10,986

9,526

4,545

34,176

in %

24%

6%

30%

15%

32%

28%

13%

Income       tax      expense     by

country market*

(299)

(117)

(505)

(333)

(349)

(289)

(58)

(1,211)

in %

25%

10%

42%

28%

29%

24%

5%

*after reallocation of withholding taxes on dividends

8.3- Tax reconciliation

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Profit attributable to owners of the parent

4,003

3,477

Income tax expense

(1,285)

(1,211)

Non-controlling interests

(166)

(59)

Share of profit of associates

51

29

Profit before tax

5,403

4,718

Geographical weighted average Group tax rate

22.7%

23.3%

Theoretical income tax expense

(1,225)

(1,101)

Reconciling items:

Tax credits and other tax reductions

139

107

Impact of tax losses

(9)

24

Withholding taxes

(89)

(79)

Other elements without tax bases (current or deferred)

(59)

(80)

Other permanent differences

(42)

(82)

INCOME TAX EXPENSE

(1,285)

(1,211)

EFFECTIVE TAX RATE

23.8%

25.7%

EFFECTIVE TAX RATE WITHOUT RUSSIA DECONSOLIDATION

24.6%

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

In December 2022, member states of the European Union adopted the Pillar 2 directive, introducing an overall minimum corporate tax rate of 15%, which will come into force for the financial year ending December 31, 2024. To date, the estimated impact on the group’s effective tax rate should remain less than 1%.

NOTE 9         Goodwill

9.1- Main items of goodwill

Goodwill is broken down by groups of Cash Generating Units (CGUs) as follows, with WACC used for annual impairment test:

image

(in millions of euros)                                                                                                                                                                  WACC                                                               Dec. 31, 2023

Energy Management:

14,332

Low Voltage

9.0%

7,629

Medium Voltage

8.9%

3,183

Secure Power

9.0%

2,989

Other

7.8 to 8.3%

531

Industrial Automation

10,332

Industrial Automation

Industrial Automation Software

9.3%

5,809 4,523

8.5%

TOTAL GOODWILL*

24,664

* Goodwill was reallocated using relative values of groups of CGUs.

As of December 31, 2022, the breakdown of goodwill by former groups of CGUs was:

(in millions of euros)

WACC

Dec. 31, 2022

Energy Management:

14,570

Low Voltage

8.6%

9,060

Medium Voltage

8.9%

2,243

Secure Power

8.7%

3,267

Industrial Automation

8.7%

10,566

TOTAL GOODWILL

25,136

The Group performed the annual impairment test of all the groups of CGUs’ assets using the same methodology as the one used on previous periods and described in Note 1.11.

Impairment tests performed in 2023 did not trigger any impairment losses on the groups of CGUs’ assets. Results of the impairment test would have been the same should the Group have kept the same group of CGUs as in 2022.

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

•   a 0.5 point increase of the discount rate;

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

9.2- Climate-related matters

In 2023, the Group mandated external experts to evaluate the potential impact of climate-related matters and physical risks on fixed assets over the Group future cash flows. This risk assessment covered a broad spectrum of risks as outlined below:

•   Policy: Legislation that are or could be enacted by governments to price and penalize Greenhouse gas (GHG) emissions

•   Market consumer: Consumer preferences could shift towards sustainable alternative products and services, transforming market demand

•   Technology: Disruptive lower-carbon technology could change in key economic sectors and risks to carbon intensive assets and operations

•   Liability: Litigation that could be brought by plaintiffs against companies for their liabilities in causing harm from climate change

•   Investor: Investors prioritize returns from lower-carbon companies, driving cost of capital and valuation changes

•   Reputation: Customer sentiment could be influenced by company’s actions to address climate change risk

•   Physical risk: key facility operational risk and physical asset damage due to extreme weather

Results of the risk assessment are showing that most of those risks do not have a significant impact on the Group future cash flows. The most impactful risk would be the Policy risk. To evaluate this particular risk, external experts considered the Group scope 1, 2 and 3 GHG emissions by country and projected them over 10 years period (based on growth of the business) multiplied by current and projected country-level carbon pricing data, taken from several databases (including IEA, WB, NGFS), and projected across various climate futures based on academic research. Our scope 3 emissions, that represents almost 100% of the Policy risk, are impacting our future cash flows from a drop in demand (downstream) and an increase in our cost of sales (upstream).

However, the model, being conservative, is not considering any upside from the Group’s strong long-term position to meet the increasing demand of organizations making meaningful progress on their energy transition and decarbonization goals, neither the actions taken by the Group to decarbonate its value chain.

In addition, the Group also considered the impact on future cash flows of its Scope 1,2 & 3 GHG pathway commitments towards 2030, 2040 & 2050.

Considering the above risk assessment and our commitments, the Group has performed a sensitivity analysis to our impairment tests at groups of CGUs level and did not identify impairment risk on its assets.

9.3- Movements during the year

The main movements during the year are summarized as follows:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Net goodwill at opening

25,136

24,723

Acquisitions

209

387

Disposals

(7)

(119)

Reclassifications

(95)

(536)

Translation adjustment

(579)

681

NET GOODWILL AT END OF YEAR

24,664

25,136

including cumulative impairment losses

(367)

(367)

Acquisitions & Disposals

Movements from acquisitions and disposals are described in Note 2.

Other changes

Reclassifications mainly relates to Assets held for sale described in Note 2.

Translation adjustments mainly concern goodwill denominated in US dollar.

NOTE 10          Intangible assets

10.1- Change in intangible assets
Gross value

(in millions of euros)

Trademarks

Software

Development Projects (R&D)

Acquired technologies and customer relationships

Other

Total

Dec. 31, 2021

2,861

1,041

3,823

4,786

216

12,727

Acquisitions

-

26

357

1

2

386

Translation adjustments

107

3

37

129

21

297

Reclassifications

1

14

(107)

(53)

55

(90)

Reclassifications to assets held for sale

-

(6)

(39)

(17)

(1)

(63)

Changes in scope of consolidation and other

24

(3)

6

13

7

47

Dec. 31, 2022                                                                                               2,993                      1,075                            4,077                         4,859                       300               13,304

Acquisitions

-

114

328

-

9

451

Translation adjustments

(85)

(10)

(56)

(121)

(18)

(290)

Reclassifications

(36)

36

(174)

(178)

17

(335)

Reclassifications to assets held for sale

(2)

-

(23)

(4)

(1)

(30)

Changes in scope of consolidation and other

1

(1)

(4)

(20)

(15)

(39)

Dec. 31, 2023

2,871

1,214

4,148

4,536

292

13,061

Amortization and impairment

(in millions of euros)

Trademarks

Software

Development Projects (R&D)

Acquired technologies and customer relationships

Other

Total

Dec. 31, 2021

(486)

(858)

(2,654)

(2,069)

(174)

(6,241)

Amortization

(40)

(70)

(244)

(372)

(6)

(732)

Impairment

(9)

-

(4)

(29)

3

(39)

Translation adjustments

(10)

(2)

(26)

(45)

(5)

(88)

Reclassifications

(1)

31

49

41

(30)

90

Reclassifications to assets held for sale

-

5

25

7

-

37

Changes in scope of consolidation and other

-

3

13

27

(1)

42

Dec. 31, 2022                                                                                                (546)                       (891)                         (2,841)                      (2,440)                    (213)               (6,931)

Amortization

(35)

(78)

(239)

(355)

(10)

(717)

Impairment

(34)

-

(15)

(1)

-

(50)

Translation adjustments

6

9

43

59

11

128

Reclassifications

35

17

136

151

(4)

335

Reclassifications to assets held for sale

-

-

3

1

-

4

Changes in scope of consolidation and other

-

-

1

6

-

7

Dec. 31, 2023

(574)

(943)

(2,912)

(2,579)

(216)

(7,224)

Net value

(in millions of euros)

Trademarks

Software

Development Projects (R&D)

Acquired technologies and customer relationships

Other

Total

Dec. 31, 2021

2,375

183

1,169

2,717

42

6,486

Dec. 31, 2022

2,447

184

1,236

2,419

87

6,373

Dec. 31, 2023

2,297

271

1,236

1,957

76

5,837

Theamortizationexpensesandimpairmentlossesofintangibleassetsotherthangoodwillrestatedinstatementofcashflowareasfollows:

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Amortization expenses of intangible assets other than goodwill

717

732

Impairment losses of intangible assets other than goodwill

50

39

TOTAL*

767

771

* Includes amortization & impairment of intangible assets from purchase price allocation for EUR 430 million for the year 2023 (EUR 424 million in 2022)

10.2- Trademarks

On December 31, 2023, the main trademarks recognized were as follows:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

APC (Secure Power)

1,664

1,724

Clipsal (Low Voltage)

122

162

Asco (Low Voltage)

113

117

OSIsoft (Industrial Automation Software)

112

133

Aveva (Industrial Automation Software)

86

86

Invensys - Triconex and Foxboro (Industrial Automation)

50

52

L&T (Low Voltage)

36

50

Digital (Industrial Automation)

35

39

Other

79

84

TRADEMARKS NET BOOK VALUE

2,297

2,447

Indefinite-lived brands are tested on a yearly basis for impairment.

In 2023, the Group reviewed the value of the main trademarks in accordance with the valuation model described in Note 1.8. Particularly, APC brand was tested using the royalty relief method. The future cash flows used are based on Group management’s economic assumptions and operating forecasts presented in Secure Power’s business plan, and then extrapolated based on a perpetuity growth rate of 2%.

Impairment tests carried out on indefinite-lived brands in 2023 led the Group to recognize an impairment of EUR 34 million on Clipsal brand.

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

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

•   a 0.5 point decrease in the royalty rate.

NOTE 11           Property, plant and equipment

Changes in property, plant and equipment in 2023 are mainly related to the scope changes mentioned in the Note 2 and include the impacts of IFRS 16 - Leases.

Gross value

(in millions of euros)

Land

Buildings

Machinery and equipment

Other

Rights of use of assets (IFRS 16)

Total

Dec. 31, 2021

199

2,043

4,795

1,253

1,969

10,259

Acquisitions

3

28

127

563

356

1,077

Disposals

(26)

(94)

(186)

(95)

(68)

(469)

Translation adjustments

-

28

59

26

22

135

Reclassifications

(4)

79

211

(295)

-

(9)

Reclassifications to assets held for sale

(6)

(47)

(124)

(19)

(10)

(206)

Changes in scope of consolidation and other

(1)

(36)

(77)

(19)

(2)

(135)

Dec. 31, 2022

165

2,001

4,805

1,414

2,267

10,652

Acquisitions

-

31

133

746

305

1,215

Disposals

(3)

(76)

(176)

(108)

(155)

(518)

Translation adjustments

(3)

(18)

(84)

(37)

(30)

(172)

Reclassifications

2

135

265

(378)

24

Reclassifications to assets held for sale

-

-

-

-

-

-

Changes in scope of consolidation and other

-

1

2

(25)

(27)

(49)

Dec. 31, 2023

161

2,074

4,945

1,612

2,360

11,152

Amortization and impairment

(in millions of euros)

Land

Buildings

Machinery and equipment

Other

Rights of use of assets (IFRS 16)

Total

Dec. 31, 2021

(28)

(1,167)

(3,739)

(608)

(891)

(6,433)

Depreciation and impairment

(1)

(94)

(274)

(78)

(308)

(755)

Reversals

13

75

174

70

8

340

Translation adjustments

(1)

(15)

(49)

(12)

(4)

(81)

Reclassifications

-

-

-

-

-

-

Reclassifications to assets held for sale

-

26

105

9

3

143

Changes in scope of consolidation and other

-

21

61

5

(18)

69

Dec. 31, 2022

(17)

(1,154)

(3,722)

(614)

(1,210)

(6,717)

Depreciation and impairment

(1)

(108)

(272)

(76)

(303)

(760)

Reversals

1

69

161

81

134

446

Translation adjustments

-

7

61

19

12

99

Reclassifications

(2)

(23)

(6)

14

-

(17)

Reclassifications to assets held for sale

-

-

-

-

-

-

Changes in scope of consolidation and other

-

(1)

(6)

3

10

6

Dec. 31, 2023

(19)

(1,210)

(3,784)

(573)

(1,357)

(6,943)

Net value

(in millions of euros)

Land

Buildings

Machinery and equipment

Other

Rights of use of assets (IFRS 16)

Total

Dec. 31, 2021

171

876

1,056

645

1,078

3,826

Dec. 31, 2022

148

847

1,083

800

1,057

3,935

Dec. 31, 2023

142

864

1,161

1,039

1,003

4,209

Reclassifications primarily correspond to assets put into use.

The cash impact of purchases of property, plant and equipment in 2023 was as follows:

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Increase in property, plant and equipment

(1,215)

(1,077)

Of which non-cash impact related to IFRS 16

305

356

Changes in receivables and liabilities on property, plant and equipment

(4)

14

TOTAL

(914)

(707)

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

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Depreciation of property, plant and equipment

743

750

Impairment of property, plant and equipment

17

5

TOTAL

760

755

IFRS 16 debt by maturity:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

2023

-

282

2024

284

224

2025

214

167

2026

170

133

2027

121

90

2028

82

59

2029

57

50

2030

44

37

2031 and beyond

100

69

TOTAL

1,072

1,111

NOTE 12            Investments in associates and joint ventures

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

(in millions of euros)

Delixi Sub-Group

Uplight

Planon

Fuji

Electrics

Sunten

Electric Equipments

Other

Total

% of interest

Dec. 31, 2022

Dec. 31, 2023

50.0%

29.4%

25.0%

36.8%

25.0%

50.0%

30.4%

25.0%

36.8%

25.0%

CLOSING VALUE DEC. 31, 2021

464

390

112

151

38

79

1,234

Net Income/(loss)

52

(28)

(2)

24

2

(19)

29

Dividends distribution

(25)

-

-

(14)

-

(2)

(41)

Perimeter changes

-

1

-

-

-

(14)

(13)

Translation impacts & others

(10)

51

-

(6)

(4)

1

32

CLOSING VALUE DEC. 31, 2022                                      481                       414                       110                          155                            36                            45                        1,241

Net Income/(loss)

52

(30)

5

19

4

1

51

Dividends distribution

(20)

-

-

(16)

(3)

(1)

(40)

Perimeter changes

-

13

-

-

-

(2)

11

Translation impacts & others

(26)

(9)

-

(16)

(3)

(3)

(57)

CLOSING VALUE DEC. 31, 2023

487

388

115

142

34

40

1,206

12.1- Main entities consolidated under the equity method:

Delixi Electric Ltd.

In 2007, Schneider Electric joined Delixi Group to establish a win-win partnership in a joint-venture, Delixi Electric Ltd., aka “Delixi Electric”. Delixi Electric, based in China, is specialist in manufacturing, retail and distribution of low voltage products.

The key financial indicators for the Delixi Electric subgroup (on a 100% basis) are as follows:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Non-current assets

754

814

Current assets

472

502

TOTAL ASSETS

1,225

1,316

Equity

643

619

Non-current liabilities

21

102

Current liabilities

560

595

TOTAL EQUITY AND LIABILITIES

1,225

1,316

Revenue

1,342

1,354

Adjusted EBITA

143

137

PROFIT FOR THE YEAR

104

104

Dividends paid

40

50

NOTE 13           Non-current financial assets

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

image

                                                                                                                        Dec. 31, 2023                                                                 Dec. 31, 2022

image

                                                                                                            Fair value          Fair value

                                                                              %       Acquisitions                                                                            FX &

(in millions of euros)                                                            through        through         Fair value    Fair value of interest       disposals      others

                                                                                                                    P&L                 Equity

LISTED FINANCIAL ASSETS:

Gold Peak Industries Holding Ltd

3.2%

-

-

-

-

2

2

Others (Unit fair value lower than EUR 3 million)

1

-

-

-

13

12

TOTAL LISTED FINANCIAL ASSETS

1

-

-

-

15

14

UNLISTED FINANCIAL ASSETS:

Funds

SE Ventures Funds of Funds in Portfolio

8

(7)

-

(3)

94

96

FCPR Aster II (part A, B and C)

Sensetime & Stalagnate Fund China

FCPR SEV1

SICAV SESS

38.0%

(3)

-

-

-

3

12

-

-

-

-

-

-

-

(4)

-

1

18

70

7

11

18

62

7

10

30.0%

100.0%

63.1%

FCPI Energy Access Ventures Fund

Gaia Energy Impact

SICAV Livehoods Fund SIF

28.6%

2

3

1

(1)

-

(1)

-

-

-

-

-

-

19

3

4

18

-

4

50.0%

19.9%

Direct investments

SE Ventures - Claroty

SE Ventures - Sense

-

-

-

-

5

(9)

(2)

(2)

64

35

61

46

5.8%

8.3%

SE Ventures - Augury

SE Ventures - Scandit

SE Ventures - AnyVision

3.0%

-

-

-

-

-

-

8

(2)

-

(2)

-

(3)

40

17

11

34

19

14

2.4%

9.4%

SE Ventures - Verkor

SE Ventures - Titan Advanced Energy Solutions

SE Ventures (Unit fair value lower than

EUR 10 million)

12.2%

-

-

24

-

-

-

28

(2)

(8)

(2)

-

(7)

39

10

121

13

12

112

19.2%

Nozomi Networks

Star Charge

6.6%

46

-

-

-

-

-

(1)

(2)

45

27

-

29

1.3%

Others (Unit fair value lower than EUR 10 million)

12

-

-

(3)

51

42

TOTAL UNLISTED FINANCIAL ASSETS

93

6

20

(30)

686

597

PENSIONS ASSETS

9

-

(43)

7

253

280

OTHER

41

-

-

16

291

234

TOTAL NON-CURRENT FINANCIAL AS-

SETS

144

6

(23)

(7)

1,245

1,125

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

“Others” include mainly convertible and treasury bonds, as well as contributions to US employee deferred compensation trusts ("rabbi trusts").

“SEVentures”isacorporateventurecapitalfundcreatedinpartnershipwithSchneiderElectric. SEVenturescurrentportfolioiscomposed of direct investments in various start-up companies and funds of funds.

NOTE 14          Deferred taxes by nature

Deferred taxes by type can be analyzed as follows:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Tax loss carryforwards (net)

629

724

Provisions for pensions and other post-retirement benefit obligations (net)

234

197

Non-deductible provisions and accruals (net)

474

466

Differences between tax and accounting depreciation on tangible assets (net)

(41)

(4)

Differences between tax and accounting amortization on intangible assets (net)

(752)

(957)

Differences on working capital (net)

207

164

Other deferred tax assets/(liabilities) (net)

182

141

TOTAL NET DEFERRED TAX ASSETS/(LIABILITIES)

933

731

of which total deferred tax assets

1,636

1,616

of which total deferred tax liabilities

703

885

Deferred tax assets recorded in respect of tax losses carried forward on December 31, 2023 essentially concern France (EUR 420 million). These deficits can be carried forward indefinitely, and have been activated using the rate of 25.83%, in accordance with the applicable rate in the expected consumption horizon of 6 years. Unrecognized deferred tax losses amount EUR 149 million as of December 31, 2023 and are mainly related to Spain.

NOTE 15           Inventories and work in progress

Inventories and work in progress changed as follows:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

COST:

Raw materials

2,279

2,021

Production work in progress

355

367

Semi-finished and finished products

1,518

1,519

Finished goods

759

681

Solution work in progress

211

200

INVENTORIES AND WORK IN PROGRESS AT COST

5,122

4,788

IMPAIRMENT:

Raw materials

(338)

image

(232)

Production work in progress

(10)

(9)

Semi-finished and finished products

(239)

(189)

Finished goods

(9)

(8)

Solution work in progress

(7)

(4)

IMPAIRMENT LOSSES

(603)

(442)

NET:

Raw materials

1,941

image

1,789

Production work in progress

345

358

Semi-finished and finished products

1,279

1,330

Finished goods

750

673

Solution work in progress

204

196

INVENTORIES AND WORK IN PROGRESS, NET

4,519

4,346

NOTE 16           Trade and other operating receivables

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Accounts receivable

6,330

5,675

Unbilled revenue

1,911

1,662

Notes receivable

264

389

Advances to suppliers

256

276

Accounts receivable at cost

8,761

8,002

Impairment

(373)

(489)

ACCOUNTS RECEIVABLE, NET

8,388

7,514

On time

7,343

6,537

Less than one month past due

517

438

One to two months past due

200

174

Two to three months past due

82

102

Three to four months past due

109

119

More than four months past due

137

144

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

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

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

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Provisions for impairment as of December 31, 2022

(489)

(498)

Additions

(131)

(133)

Utilizations

132

58

Reversal of surplus provisions

73

70

Translation adjustments

18

4

Changes in scope of consolidation and other

24

10

PROVISIONS FOR IMPAIRMENT AS OF DECEMBER 31, 2023

(373)

(489)

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

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Unbilled revenue (contract assets)

1,911

1,662

Contract liabilities

(2,402)

(1,840)

NET CONTRACT ASSETS

(491)

(178)

NOTE 17           Other receivables and prepaid expenses

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Other receivables

447

423

VAT receivables

746

713

Current income tax receivables

618

596

Other tax receivables

37

41

Derivative instruments

122

79

Prepaid expenses

320

304

OTHER RECEIVABLES AND PREPAID EXPENSES

2,290

2,156

NOTE 18           Cash and cash equivalents

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Marketable securities

2,024

1,716

Negotiable debt securities and short-term deposits

588

693

Cash

2,084

1,577

Total cash and cash equivalents

4,696

3,986

Bank overdrafts

(42)

(123)

NET CASH AND CASH EQUIVALENTS

4,654

3,863

Non-recourse factorings of trade receivables were realized in 2023 for a total amount of EUR 286 million, compared with EUR 264 million in 2022. Substantially all risks and rewards have been transferred.

NOTE 19          Shareholder’s equity

19.1- Capital
Share capital

The company’ share capital at December 31, 2023 amounted to EUR 2,291,343,536 represented by 572,835,884 shares with a par value of EUR 4, all fully paid up.

On December 31, 2023, a total of 600,194,772 voting rights were attached to the 572,835,884 issued shares. Schneider Electric’s capital management strategy is designed to:

•   ensure Group liquidity;

•   optimize its financial structure;

•   optimize the weighted average cost of capital.

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

Changes in share capital and cumulative number of shares

Changes in share capital since December 31, 2021 were as follows:

(in number of shares and in euros)

Cumulative number of shares

Share capital

SHARE CAPITAL AT DEC. 31, 2021

569,033,442

2,276,133,768

Cancellation of own shares

-

-

Capital increase

2,059,479

8,237,916

SHARE CAPITAL AT DEC. 31, 2022                                                                                                                                    571,092,921                                                 2,284,371,684

Cancellation of own shares

-

-

Capital increase

1,742,963

6,971,852

SHARE CAPITAL AT DEC. 31, 2023

572,835,884

2,291,343,536

In 2023, the share premium account increased by EUR 212 million following the increases in capital.

On November 20, the Group issued convertible bonds with a total nominal amount of EUR 650 million. The equity component of these convertible bonds has been valued at EUR 65 million (after fees) and has been recognized in “Additional paid-in capital”.

19.2- Earnings per share

image

                                                                                                                 Full Year 2023                                                  Full Year 2022

(in thousands of shares and in euros per share)                                                                                           Basic                        Diluted                             Basic                          Diluted

Issued shares (Net of treasury shares)

559,846

559,846

558,129

558,129

Performance shares

-

2,807

-

3,348

Bonds convertible into shares

-

3,935

-

3,684

AVERAGE WEIGHTED NUMBER OF SHARES

559,846

566,588

558,129

565,161

Earnings per share before tax

9.65

9.54

8.45

8.35

EARNINGS PER SHARE

7.15

7.07

6.23

6.15

19.3- Dividends paid and proposed

In 2023, the Group paid out the 2022 dividend of EUR 3.15 per share, for a total of EUR 1,767 million.

At the Shareholders’ Meeting of May 23, 2024, shareholders will be asked to approve a dividend of EUR 3.50 per share for fiscal year 2023. On December 31, 2023, Schneider Electric SE had distributable reserves in an amount of EUR 3,102 million (versus EUR 2,941 million at December 31, 2022, not including profit for the year).

19.4- Share-based payments
Nature and extent of existing share-based payments

The Board of Directors of Schneider Electric SE and later the Management Board have set up performance shares plans for senior executives and certain employees of the Group.

Rules governing the performance shares plans are as follows:

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

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

The main characteristics of these plans were as follows at December 31, 2023:

LTIP 2020

LTIP 2021

LTIP 2022

LTIP 2023

Plan no.

Plan 36 & 37

Plan 38 & 39

Plan 40 & 41

Plan 42

Plan 42bis & 43

Plan 37bis

Plan 39bis

Plan 41bis

Plan 42ter

Plan 37ter

Plan 39ter

Plan 41ter

Plan 42quater

Date of Annual Shareholders’ Meeting

Apr. 25, 2017

Apr. 25, 2018

Apr. 25, 2019

May 5, 2022

May 5, 2022

Apr. 25, 2017

Apr. 25, 2018

May 5, 2022

May 5, 2022

Apr. 25, 2017

Apr. 25, 2018

May 5, 2022

May 5, 2022

Date of the grant by the Board

Mar. 24, 2020

Mar. 25, 2021

Mar. 24, 2022

Mar. 28, 2023

May 4, 2023

Oct. 21, 2020

July 29, 2021

July 27, 2022

July 26, 2023

Oct. 21, 2020

Oct.26, 2021

Oct.26, 2022

Oct. 25, 2023

Vesting date

Mar. 24, 2023

Mar. 25, 2024

Mar. 24, 2025

Mar. 28, 2023

May 4, 2026

Oct. 23, 2023

July 29, 2024

July 27, 2025

July 26, 2026

Oct. 23, 2023

Oct 26, 2024

Oct.26, 2025

Oct. 25, 2026

End of holding period

Mar. 24, 2024 for

Mar. 25, 2025 for

Mar. 24, 2026 for

May 4, 2027 for

Plan 36

Plan 38

Plan 40

Plan 43

Number of performance shares                                                                                                                                                                                                                                TOTAL

Outstanding as of Dec. 31, 2022

Granted in 2023

2,013,503

1,479,719

1,402,324

4,895,546

-

-

-

1,510,001

1,510,001

Delivered in 2023

(1,951,976)

(403)

(397)

-

(1,952,776)

Canceled in 2023

(61,527)

(77,061)

(67,912)

(21,071)

(227,571)

Outstanding as of Dec. 31, 2023

-

1,402,255

1,334,015

1,488,930

4,225,200

Schneider Electric SE has not created shares in 2023 to deliver vested plans but used existing treasury shares.

Determination of fair values

In accordance with the accounting policies described in Note 1.20, the below fair value was calculated for each plan:

Plan no.

Fair Value per share (in euros)

LTIP 2020

Plan 36

52.9

Plan 37 - ExCom

55.2

Plan 37 - Other

57.8

Plan 37bis

90.7

Plan 37ter - ExCom

85.3

Plan 37ter - Other

89.3

LTIP 2021

Plan 38

93.4

Plan 39 - ExCom

97.3

Plan 39 - Other

102.9

Plan 39bis

116.6

Plan 39ter

117.5

LTIP 2022

Plan 40

119

Plan 41 - ExCom

123

Plan 41 - Other

128.8

Plan 41bis

107.8

Plan 41ter

111

LTIP 2023

Plan 42 - Excom

119.2

Plan 42 - Other

124.5

Plan 42bis - Excom

127.1

Plan 43

127.1

Plan 42ter

139.4

Plan 42quater

118.1

IFRS 2 expense

The expense recorded under “Selling, general and administrative expenses” breaks down as follows:

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Group LTIP

144

114

Aveva

-

34

WESOP discount

41

-

Other

23

18

TOTAL

208

166

Worldwide Employee Stock Purchase Plan

Every year, Schneider Electric gives its employees the opportunity to become group shareholders thanks to employee share issues. In countries that meet legal and fiscal requirements, the classic plan has been proposed to employees. Under the plan, employees may purchase Schneider Electric shares at a 15% discount to the price quoted for the shares on the stock market. Employees must then hold their shares for five years, except in certain cases provided for by law.

On April 20, 2023, the Group gave its employees the opportunity to purchase shares at a price of EUR 126.20 per share, as part of its commitmenttoemployeeshareownership. Thisrepresenteda15%discounttothereferencepriceofEUR148.47calculatedastheaverage opening price quoted for the share during the 20 days preceding the Chief Executive Officer’s decision to launch the employee share issue. Altogether, 1.7 million shares were subscribed, increasing the capital by EUR 219 million as of July 6, 2023.

As of December 31, 2023, the share-based payment expense recorded in accordance with IFRS 2, measured by reference to the fair value of the discount amounted to EUR 41 million.

19.5- Schneider Electric SE treasury shares

On December 31, 2023, the Group held 14,518,652 Schneider Electric shares in treasury stock, which have been recorded as a deduction from retained earnings.

The Group has repurchased 4,493,173 shares for a total amount of EUR 703 million in 2023.

19.6- Income tax recorded in equity

Total income tax recorded in equity amounts to EUR 172 million as of December 31, 2023 and can be analyzed as follows:

image

(in millions of euros)                                                                                                                                                   Dec. 31, 2023                 Dec. 31, 2022                   Change in tax

Cash-Flow hedges

25

19

6

Available-for-sale financial assets

(19)

(13)

(6)

Actuarial gains/(losses) on defined benefits obligations

169

100

69

Other

(3)

(3)

-

TOTAL

172

103

69

19.7- Non-controlling interests

In 2023, the Group finalized the acquisition of AVEVA’s non-controlling interests. L&T, for which the Group holds 65%, is the main contributor of non-controlling interests.

NOTE 20              Pensions and other post-employment benefit obligations

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

The benefits offered to each employee depends on local laws and regulations and choices made by the subsidiaries.

Defined Contribution Pension Plans

The group policy regarding pensions is to propose defined contribution pension plans, including a contribution from the employer. This is the most common active benefit offered worldwide, including for example 401k in US and PERO in France.

The contribution to these plans is booked as an operating cost and do not translate into any further obligation by the employer.

Defined Benefit Pension Plans

The Group’s main Defined Benefit pension plans are located in the United Kingdom (UK) and the United States (US). They respectively represent 62% (2022: 57%) and 17% (2022: 24%) of the Group’s total Defined Benefit Obligations (DBO) on pensions. The majority of benefit obligations under these plans, which represent 91% of the Group’s total commitment at December 31, 2023, are partially or fully funded through payments to external funds. These funds are never invested in Group assets.

United Kingdom

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

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

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

Following the agreement reached with the Trustee of the Invensys Pension Scheme on February 2014, Schneider Electric SE guaranteed all obligations of the Invensys subsidiaries which participate in the Scheme, up to a maximum amount of GBP 1.75 billion. At December 31, 2023, plan assets exceed the value of obligations subject to this guarantee and thus this guarantee cannot be called.

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

A High Court case concluded on October 26, 2018, confirmed that all UK pension plans must equalize “GMPs” between men and women.

United States

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

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

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

In October 2022, a contract was purchased from an insurer for USD 518 million covering all current retirees and a portion of non-retirees of Invensys pension plan. The buy-in contract was purchased using assets from the pension trust and is accounted for at fair value as an investment of the trust. This transaction resulted in an additional net experience adjustment of USD 24 million recognized in other comprehensive income in 2022.

Effective in December 2023, the buy-in contract was converted to buy-out contract in conjunction with the plan termination. All liabilities were transferred to the insurer with no further benefit obligation for the Invensys.

France

The French subsidiaries offer a Retirement Benefit (ICDR) that can be either taken as a lumpsum at retirement or as time off (partial or full) before retirement is effective.

This benefit is calculated based on salary and years of services in company, according to the collective agreements and there is no funding requirement.

The French pension reform voted in April 2023 increased progressively the legal retirement age from 62 to 64 years old. The accounting impacts are not significant on the Group financial statements.

Assumptions

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

Group weighted average rate

Of which United Kingdom

Of which United States

     Dec. 31, 2023        Dec. 31, 2022

Dec. 31, 2023         Dec. 31, 2022

Dec. 31, 2023           Dec. 31, 2022

Discount rate

4.53%

4.82%

4.58%

4.85%

5.08%

5.35%

Rate of compensation increases

2.76%

2.58%

3.51%

3.63%

n.a.

n.a.

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

In the Euro zone, the 2023 discount rate is 3.20% for the main plans.

The rate of compensation increases includes both the salary increase and inflation rate if relevant.

Weighted average duration of defined benefit obligations plans:

Total

Of which United Kingdom

Of which United States

     Dec. 31, 2023        Dec. 31, 2022

Dec. 31, 2023         Dec. 31, 2022

Dec. 31, 2023           Dec. 31, 2022

Weighted average duration in years

10

9.9

9.7

9.7

9.7

9.4

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

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

(in millions of euros)

Defined benefit obligations

Plan assets

Asset ceiling

Net Liability

Dec. 31, 2021

(9,686)

8,871

(210)

(1,025)

of which UK

(6,017)

6,524

(184)

323

of which US

(2,170)

1,692

-

(478)

Service cost

(121)

-

-

(121)

Past service cost

(2)

-

-

(2)

Curtailments and settlements

84

(79)

-

5

Interest cost

(203)

-

(4)

(207)

Interest income

-

170

-

170

Net impact in P&L, (expense)/profit

(242)

91

(4)

(155)

of which UK

(131)

121

(4)

(14)

of which US

(117)

41

-

(76)

Benefits paid

537

(473)

-

64

Plan participants’ contributions

(6)

6

-

-

Employer contributions

-

130

-

130

Changes in the scope of consolidation

10

(2)

-

8

Actuarial gains/(losses) recognized in equity

2,395

(2,284)

26

137

Translation adjustment

102

(143)

8

(33)

Other changes

(32)

-

-

(32)

Dec. 31, 2022

(6,922)

6,196

(180)

(906)

of which UK

(3,977)

4,339

(140)

222

of which US

(1,663)

1,287

-

(376)

of which France

(312)

66

-

(246)

Service cost

(66)

-

-

(66)

Past service cost

(3)

-

-

(3)

Curtailments and settlements

517

(509)

-

8

Interest cost

(300)

-

(8)

(308)

Interest income

-

254

-

254

Net impact in P&L, (expense)/profit

148

(255)

(8)

(115)

of which UK

(199)

200

(8)

(7)

of which US

(65)

38

-

(27)

of which France

(18)

2

-

(16)

Benefits paid

498

(439)

-

59

Plan participants’ contributions

(6)

6

-

-

Employer contributions

-

257

-

257

Changes in the scope of consolidation

30

(32)

-

(2)

Actuarial gains/(losses) recognized in equity

(185)

50

16

(119)

Translation adjustment

(43)

69

(6)

20

Other changes

(10)

-

-

(10)

Dec. 31, 2023

(6,490)

5,852

(178)

(816)

of which UK

(4,018)

4,351

(130)

203

of which US

(1,122)

937

-

(185)

of which France

(353)

65

-

(288)

The Group defined benefit obligations of EUR 6,490 million (2022: EUR 6,922 million) are broken down as EUR 6,246 million (2022: EUR 6,678 million) for post-employment benefits and EUR 244 million (2022: EUR 244 million) for other post-employment and long-term benefits.

The post-employment benefits are broken down between EUR 5,702 million for pension of which 97% are funded, and EUR 544 million for lump sum benefits of which 69% are funded.

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

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Present value of wholly or partly funded benefit obligation

(5,882)

(6,334)

Fair value on plan assets

5,852

6,196

Effect of assets ceiling

(178)

(180)

Net position of wholly or partly funded benefit obligation

(208)

(318)

Present value of wholly or partly unfunded benefit obligation

(608)

(588)

NET LIABILITY FROM FUNDED AND UNFUNDED PLANS

(816)

(906)

Balance Sheet impact:

surplus of plans recognized as assets*

253

280

provisions recognized as liabilities

(1,069)

(1,186)

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

Changes in gross items recognized in equity were as follows:

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Actuarial (gains)/losses on Defined Benefit Obligations arising from demographic assumptions

(40)

(81)

Actuarial (gains)/losses on Defined Benefit Obligations arising from financial assumptions

160

(2,490)

Actuarial (gains)/losses on Defined Benefit Obligations from experience effects

66

176

Actuarial (gains)/losses on plan assets

(50)

2,284

Effect of asset ceiling

(17)

(26)

TOTAL RECOGNIZED IN EQUITY DURING THE YEAR

119

(137)

of which UK of which US

(47) 1

(146)

110

The table below shows the expected timing of benefit payments under pension and other post-employment benefit plans for the next 3 years:

image

(in millions of euros)                                                                                      United Kingdom                     United States            Rest of the World                                        Total

2024

320

85

79

484

2025

318

86

67

471

2026

309

86

76

471

Plans asset allocation:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Equity

8%

5%

Bonds

79%

73%

Others

13%

22%

TOTAL

100%

100%

20.2- Sensitivity analysis

The effect of a ± 0.5% change in the discount rate and in the rate of compensation increases on the 2023 Defined Benefit Obligations is as follows:

United Kingdom

United States

Rest of the World

Total

(in millions of euros)

+0.5%

-0.5%

+0.5%             -0.5%

+0.5%

-0.5%

+0.5%

-0.5%

Discount rate

(199)

216

(50)                       54

(62)

66

(311)

336

Rate of compensation increases

83

(80)

        -                       -

46

(43)

129

(123)

NOTE 21            Provisions for contingencies and charges

(in millions of euros)

Economic risks

Customer risks

Products risks

Environmental risks

Restructuring

Other risks

Provisions

Dec. 31, 2021

270

147

675

350

160

422

2,024

of which long-term portion

169

104

150

315

12

341

1,091

Additions

40

36

240

39

144

162

661

Utilizations

(63)

(50)

(233)

(71)

(113)

(116)

(646)

Reversals of surplus provisions

-

(1)

(23)

(1)

(7)

(42)

(74)

Translation adjustments

9

7

-

12

(1)

14

41

Changes in the scope of consolidation and other

(50)

10

25

(10)

(12)

61

24

Dec. 31, 2022

206

149

684

319

171

501

2,030

of which long-term portion                                        130                            97                          155                                   278                                  8             326                           994

Additions

59

43

305

39

92

255

793

Utilizations

(49)

(68)

(219)

(45)

(82)

(241)

(704)

Reversals of surplus provisions

-

(2)

(24)

-

(4)

(28)

(58)

Translation adjustments

(7)

(5)

(25)

(10)

(2)

(17)

(66)

Changes in the scope of consolidation and other

-

2

6

(6)

(6)

29

25

Dec. 31, 2023

209

119

727

297

169

499

2,020

of which long-term portion

124

61

194

256

16

308

959

Provisions are recognized following the principles described in Note 1.21.

Reconciliation with cash flow statement:

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Increase of provision

793

661

Utilization of provision

(704)

(646)

Reversal of surplus provision

(58)

(74)

Provision variance excluding employee benefit obligation

31

(59)

Employee benefit obligation net variance contribution to plan assets

56

91

INCREASE/(DECREASE) IN PROVISIONS IN CASH-FLOW STATEMENT

87

32

NOTE 22             Current and non-current financial liabilities

The breakdown of net debt is as follows:

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Bonds

10,843

8,627

Other bank borrowings

1,793

42

Short-term portion of bonds

(999)

(1,299)

Short-term portion of long-term debt

(45)

(40)

NON-CURRENT FINANCIAL LIABILITIES

11,592

7,330

Commercial paper

Accrued interest

1,018 109

1,491

39

Other short-term borrowings

128

141

Bank overdrafts

42

123

Short-term portion of convertible and non-convertible bonds

999

1,299

Short-term portion of long-term debt

45

40

SHORT-TERM DEBT

2,341

3,133

TOTAL CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

13,933

10,463

CASH AND CASH EQUIVALENTS

(4,696)

(3,986)

NET FINANCIAL DEBT excl. purchase commitments over non-controlling interests

9,237

6,477

Non-current purchase commitments over non-controlling interests

Current purchase commitments over non-controlling interests

50

80

194

4,554

NET FINANCIAL DEBT incl. purchase commitments over non-controlling interests

9,367

11,225

In January 2023, the Group has drawn 1,700 million under the Term loan facility set up to fund the acquisition of the minority interest of Aveva. This term loan matures in October 2025. As of December 31,2023, the amount used remains unchanged at 1,700 million at a rate of Euribor increased by a 0.56% margin.

22.1- Breakdown by maturity

image

                                                                                                                                       Dec. 31, 2023                                           Dec. 31, 2022

(in millions of euros)                                                                                                                               Carrying amount                                  Interests                   Carrying amount

2023

-

-

3,133

2024

2,341

287

1,000

2025

3,503

232

1,047

2026

1,398

158

1,397

2027

1,747

140

1,741

2028

1,268

100

756

2029

1,390

87

794

2030 and beyond

2,286

219

595

TOTAL

13,933

1,223

10,463

22.2- Breakdown by currency

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Euro

13,723

10,236

US Dollar

8

41

Brazilian Real

63

16

Indian Rupee

74

77

Turkish Lira

16

8

Algerian Dinar

14

13

Other

35

72

TOTAL

13,933

10,463

22.3- Bonds

image

(in millions of euros)                                                                  Dec. 31, 2023                 Dec. 31, 2022                                      Interest rate                                               Maturity

Schneider Electric SE 2023

-

500

0.000% fixed

June 2023

Schneider Electric SE 2023

-

799

1.500% fixed

September 2023

Schneider Electric SE 2024

999

998

0.250% fixed

September 2024

Schneider Electric SE 2025

749

747

0.875% fixed

March 2025

Schneider Electric SE 2025

751

-

3.380% fixed

April 2025

Schneider Electric SE 2025

300

300

1.841% fixed

October 2025

Schneider Electric SE 2026 (OCEANEs)

650

651

0.000% fixed

June 2026

Schneider Electric SE 2026

747

747

0.875% fixed

December 2026

Schneider Electric SE 2027

498

497

1.000% fixed

April 2027

Schneider Electric SE 2027

746

745

1.375% fixed

June 2027

Schneider Electric SE 2027

499

498

3.250% fixed

November 2027

Schneider Electric SE 2028

755

756

1.500% fixed

January 2028

Schneider Electric SE 2028

496

-

3.250% fixed

June 2028

Schneider Electric SE 2029

795

795

0.250% fixed

March 2029

Schneider Electric SE 2029

594

-

3.130% fixed

October 2029

Schneider Electric SE 2030 (OCEANEs)

582

-

1.970% fixed

November 2030

Schneider Electric SE 2032

595

594

3.500% fixed

November 2032

Schneider Electric SE 2033

495

-

3.500% fixed

June 2033

Schneider Electric SE 2034

592

-

3.380% fixed

April 2034

TOTAL

10,843

8,627

Schneider Electric SE has issued bonds on different markets:

•   as part of its Euro Medium Term Notes (EMTN) program, bonds traded on the Paris stock exchange. Issues that had not yet matured as of December 31, 2023 are as follow:

–   EUR 800 million worth of bonds issued in September 2016, at a rate of 0.25%, maturing in September 2024;

–   EUR 200 million worth of bonds issued in July 2019, at a rate of 0.25%, maturing in September 2024;

–   EUR 750 million worth of bonds issued in March 2015, at a rate of 0.875%, maturing in March 2025;

–   EUR 750 million worth of bonds issued in April 2023, at a rate of 3.375%, maturing in April 2025;

–   EUR 200 million and EUR 100 million worth of Climate bonds issued successively in October and December 2015, at a rate of

1.841%, maturing in October 2025;

–   EUR 750 million worth of bonds issued in December 2017, at a rate of 0.875%, maturing in December 2026;

–   EUR 500 million worth of bonds issued in April 2020, at a rate of 1.00%, maturing in April 2027;

–   EUR 750 million worth of bonds issued in June 2018, at a rate of 1.375%, maturing in June 2027;

–   EUR 500 million worth of bonds issued in November 2022, at a rate of 3.25%, maturing in November 2027;

–   EUR 500 million worth of bonds issued in January 2019 and EUR 250 million worth of bonds issued in May 2019, at a rate of

1.50%, maturing in January 2028;

–   EUR 500 million worth of bonds issued in June 2023, at a rate of 3.25%, maturing in June 2028;

–   EUR 800 million worth of bonds issued in March 2020, at a rate of 0.25%, maturing in March 2029;

–   EUR 600 million worth of bonds issued in October 2023, at a rate of 3.125%, maturing in October 2029;

–   EUR 600 million worth of bonds issued in November 2022, at a rate of 3.50%, maturing in November 2032;

–   EUR 500 million worth of bonds issued in June 2023, at a rate of 3.50%, maturing in June 2033; EUR 600 million worth of bonds issued in January 2023, at a rate of 3.375%, maturing in April 2034.

In addition, the Group has issued a bond that is convertible into or exchangeable for a new or existing shares (OCEANEs) for EUR 650 million at a rate of 0.00%, maturing in June 2026. The OCEANE has a debt component, assessed on inception date on the basis of the market interest rate applied to an equivalent non-convertible bond, is recognized in non-current financial debts and an optional component recognized in equity. At end of December 2023, the debt component recorded at net book value amounts to EUR 651 million and the optional component to EUR 42 million.

The initial conversion and/or exchange ratio of the Bonds was one share per Bond with a nominal value set at EUR 176.44 and has been adjusted to 1.007 shares per bond in May 2023. According to Sustainability-Linked Financing Framework, if the average sustainability performance score (calculated as the arithmetic average of the scores of the three key performance indicators) does not reach a certain level by December 31, 2025, the Group will pay an amount equal to 0.50% of the face value.

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

•   Climate: Deliver 800 megatons of saved and avoided CO2 emissions to our customers;

•   Equality: Increase gender diversity, from hiring to front-line managers and leadership teams (50/40/30);

•   Generation: Train 1 million underprivileged people in energy management.

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

The Group has also issued in 2023 OCEANEs for EUR 650 million at a rate of 1.97%, maturing in November 2030. At end of December 2023, the debt component recorded at net book value amounts to EUR 584 million and the optional component to EUR 66 million. The initial conversion and/or exchange ratio of the Bonds was 426.66 shares per bond with a nominal value set at EUR 100,000.00 corresponding to EUR 234.38 per share.

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

22.4- Cash flow statement impact

image

Cash                    Scope            Forex (in millions of euros)                       Dec. 31, 2022                    Dec. 31, 2023 variations                 impacts         and others

Bonds

Other borrowings

Bank overdrafts

8,627

2,210

1,304 (128)

-

2

-

6

29

47

10,843

3,048 42

1,713

123

TOTAL CURRENT AND NON-CURRENT

FINANCIAL LIABILITIES

10,463

3,386

2

82

13,933

22.5- Purchase commitments over non-controlling interests

image

(in millions of euros)                                                                                                                                                                              Maturity        Dec. 31, 2023          Dec. 31, 2022

Current portion

Non-current portion

80

50

4,554 194

2025-2027

TOTAL PURCHASE COMMITMENTS OVER NON-CONTROLLING INTEREST

130

4,748

In 2023, purchase commitments over non-controlling interests mainly relates to ETAP, Qmerit and EnergySage. In 2022, current portion corresponded to the commitment over AVEVA’s non-controlling interests preceding the transaction described in note 2.

NOTE 23            Classification of financial instruments

The Group uses financial instruments to manage its exposure to fluctuations in interest rates, exchange rates and metal prices.

Financial assets and liabilities can be classified at the fair value following the hierarchy levels below:

1.   Level 1: market value (non-adjusted) on active markets, for similar assets and liabilities, which the company can obtain on a given valuation date;

2.   Level 2: data other than the market rate available for level 1, which are directly or indirectly observable on the market;

3.   Level 3: data on the asset or liability that are not observable on the market.

23.1- Balance sheet exposure and fair value hierarchy
Dec. 31, 2023

image

(in millions of euros)

Carrying amount

Fair value                     Fair value through P&L through equity

Financial

assets/liabilities measured at amortized cost

Fair value

Fair value hierarchy

ASSETS:

Listed financial assets

15

15

-

-

15

Level 1

Venture capital (FCPR)/mutual funds (SICAV)

132

132

-

-

132

Level 3

Other unlisted financial assets

554

94

460

-

554

Level 3

Other non-current financial assets

544

-

253

291

544

Level 2

TOTAL NON-CURRENT ASSETS

1,245

241

713

291

1,245

Trade accounts receivables

8,388

-

-

8,388

8,388

Level 2

Marketable securities

2,024

2,024

-

-

2,024

Level 1

Negotiable debt securities and short-term deposits

588

588

-

-

588

Level 2

Cash

2,084

2,084

-

-

2,084

Level 2

Derivative instruments - foreign currencies

73

42

31

-

73

Level 2

Derivative instruments - interest rates

44

44

-

44

Level 2

Derivative instruments - commodities

4

-

4

-

4

Level 2

TOTAL CURRENT ASSETS

13,205

4,782

35

8,388

13,205

LIABILITIES:

Long-term portions of non-convertible bonds *

(8,612)

-

-

(8,612)

(8,488)

Level 1

Long-term portions of convertible bonds *

(1,232)

-

-

(1,232)

(1,218)

Level 2

Non-current purchase commitments over noncontrolling interests

(50)

-

(50)

-

(50)

Level 2

Other long-term debt

(1,748)

-

-

(1,748)

(1,748)

Level 2

TOTAL NON-CURRENT LIABILITIES

(11,642)

-

(50)

(11,592)

(11,504)

Short-term portion of bonds *

(999)

-

-

(999)

(977)

Level 1

Short-term debt

(1,342)

-

-

(1,342)

(1,342)

Level 2

Trade accounts payable

(7,596)

-

-

(7,596)

(7,596)

Level 2

Current purchase commitments over noncontrolling interests

(80)

-

(80)

-

(80)

Level 2

Other

(100)

-

-

(100)

(100)

Level 2

Derivative instruments - foreign currencies

(48)

(48)

-

-

(48)

Level 2

Derivative instruments - interest rates

-

-

-

-

-

Level 2

Derivative instruments - commodities

(1)

-

(1)

-

(1)

Level 2

TOTAL CURRENT LIABILITIES

(10,166)

(48)

(81)

(10,037)

(10,144)

* The majority of financial instruments listed in the balance sheet have a fair value close to their book value, except for bonds, for which the amortized cost in the balance sheet represents EUR 10,843 million compared to EUR 10,683 million at fair value.

Dec. 31, 2022

(in millions of euros)

Carrying amount

Fair value                     Fair value through P&L through equity

Financial

assets/liabilities measured at amortized cost

Fair value

Fair value hierarchy

ASSETS:

Listed financial assets

14

14

-

-

14

Level 1

Venture capital (FCPR)/mutual funds (SICAV)

119

119

-

-

119

Level 3

Other unlisted financial assets

478

96

382

-

478

Level 3

Other non-current financial assets

514

-

280

234

514

Level 2

TOTAL NON-CURRENT ASSETS

1,125

229

662

234

1,125

Trade accounts receivables

7,514

-

-

7,514

7,514

Level 2

Marketable securities

1,716

1,716

-

-

1,716

Level 1

Negotiable debt securities and short-term deposits

693

693

-

-

693

Level 2

Cash

1,577

1,577

-

-

1,577

Level 2

Derivative instruments - foreign currencies

62

62

-

-

62

Level 2

Derivative instruments - interest rates

-

-

-

-

-

Level 2

Derivative instruments - commodities

11

-

11

-

11

Level 2

TOTAL CURRENT ASSETS

11,573

4,048

11

7,514

11,573

LIABILITIES:

Long-term portions of non-convertible bonds *

-

(6,677)

-

-

(6,677)

(6,210)

Level 1

Long-term portions of convertible bonds *

(651)

-

-

(651)

(577)

Level 2

Non-current purchase commitments over noncontrolling interests

(194)

-

(194)

-

(194)

Level 2

Other long-term debt

(2)

-

-

(2)

(2)

Level 2

TOTAL NON-CURRENT LIABILITIES

(7,524)

-

(194)

(7,330)

(6,983)

Short-term portion of bonds *

(1,299)

-

-

(1,299)

(1,288)

Level 1

Short-term debt

(1,834)

-

-

(1,834)

(1,834)

Level 2

Trade accounts payable

(6,254)

-

-

(6,254)

(6,254)

Level 2

Current purchase commitments over noncontrolling interests

(4,554)

-

(4,554)

-

(4,554)

Level 2

Other

(174)

-

-

(174)

(174)

Level 2

Derivative instruments - foreign currencies

(264)

(182)

(82)

-

(264)

Level 2

Derivative instruments - interest rates

(3)

(3)

-

-

(3)

Level 2

Derivative instruments - commodities

-

-

-

-

-

Level 2

TOTAL CURRENT LIABILITIES

(14,382)

(185)

(4,636)

(9,561)

(14,371)

* The majority of financial instruments listed in the balance sheet have a fair value close to their book value, except for bonds, for which the amortized cost in the balance sheet represents EUR 8,627 million compared to EUR 8,075 million at fair value.

23.2- Derivative instruments
Dec. 31, 2023 Of which Carrying       Carrying

image

                                              Accounting                                         Nominal             Nominal                                                                                                         carrying

(in millions of euros)                           Maturity               Fair Value    amount         amount qualification      sales              purchases    amounts in assets           in liabilities in OCI

Forwards contracts

CFH

< 1 year

483

(296)

3

10

(7)

2

Forwards contracts

CFH

< 2 years

69

(30)

-

1

(1)

-

Forwards contracts

CFH

> 2 years

3

(7)

-

-

-

-

Forwards contracts

FVH

< 1 year

1,755

(1,659)

1

18

(17)

-

Forwards contracts

FVH

< 2 years

550

-

17

17

-

8

Forwards contracts

NIH

< 1 year

714

-

12

12

-

12

Forwards contracts

Trading

< 1 year

990

(3,944)

(17)

5

(22)

-

Cross currency swaps

CFH

< 1 year

65

(18)

(1)

-

(1)

(1)

Cross currency swaps

NIH

> 2 years

502

-

10

10

-

10

TOTAL FOREIGN CHANGE

DERIVATIVES

5,131

(5,954)

25

73

(48)

31

Forwards contracts

CFH

< 1 year

-

(409)

3

4

(1)

3

Commodities derivatives

-

(409)

3

4

(1)

3

Interest Rate Swap

FVH

> 2 years

1,050

(1,050)

44

44

-

-

Interest Rate Derivatives

1,050

(1,050)

44

44

-

-

TOTAL

6,181

(7,413)

72

121

(49)

34

Dec. 31, 2022

(in millions of euros)

Accounting qualification

Maturity

Nominal sales

Nominal purchases

Fair Value

Carrying amount in assets

Carrying amount in liabilities

Carrying amounts in OCI

Forwards contracts

CFH

< 1 year

579

(316)

-

14

(14)

-

Forwards contracts

CFH

< 2 years

31

(19)

-

1

(1)

-

Forwards contracts

CFH

> 2 years

12

(19)

-

1

(1)

-

Forwards contracts

FVH

< 1 year

1,762

(5,493)

(118)

37

(155)

(3)

Forwards contracts

NIH

< 1 year

420

-

2

2

-

2

Forwards contracts

Trading

< 1 year

221

(1,811)

1

6

(5)

-

Cross currency swaps

CFH

< 1 year

75

(46)

-

1

(1)

4

Cross currency swaps

NIH

< 1 year

797

-

(87)

-

(87)

(85)

TOTAL FX DERIVATIVES

3,897

(7,704)

(202)

62

(264)

(82)

Forwards contracts

CFH

< 1 year

-

(419)

11

11

-

11

Commodities derivatives

-

(419)

11

11

-

11

Interest Rate Swap

FVH

> 2 years

250

(250)

(3)

-

(3)

-

Interest Rate Derivatives

250

(250)

(3)

-

(3)

-

TOTAL

4,147

(8,373)

(194)

73

(267)

(71)

23.3- Foreign currency hedges

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

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

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

Dec. 31, 2023

image

(in millions of euros)                                                                                                                                                                     Sales                       Purchases                                       Net

US Dollar

2,304

(2,321)

(17)

Chinese Yuan

97

(581)

(484)

Danish Crown

22

(202)

(180)

Singapore Dollar

409

(621)

(212)

Swedish Crown

49

(108)

(59)

Japanese Yen

29

(184)

(155)

Swiss Franc

13

(107)

(94)

UAE Dirham

27

(95)

(68)

Brazilian real

76

(12)

64

Canadian Dollar

45

(17)

28

Australian Dollar

54

(65)

(11)

Saudi Riyal

25

(41)

(16)

Norwegian Krone

23

(37)

(14)

British Pound

1,430

(1,114)

316

South African Rand

48

(10)

38

Hong Kong Dollar

47

(106)

(59)

Others

433

(333)

100

TOTAL

5,131

(5,954)

(823)

23.4- Interest rate hedges

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

During the fiscal year 2023, the Group has set up EUR 800 million interest rate swaps to hedge its exposure.

image

Dec. 31, 2023                       Dec. 31, 2022 (in millions of euros)      Fixed Rates Floating rates                    Total   Fixed Rates Floating rates                    Total

Total current and non-current financial liabilities

10,843

3,090

13,933

8,627

1,836

10,463

Cash and cash equivalent

-

(4,696)

(4,696)

(3,986)

(3,986)

NET DEBT BEFORE HEDGING

10,843

(1,606)

9,237

8,627

(2,150)

6,477

Impact of Hedges

(1,050)

1,050

-

(250)

250

-

NET DEBT AFTER HEDGING

9,793

(556)

9,237

8,377

(1,900)

6,477

23.5- Commodity hedges

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

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

(in millions of euros)

Dec. 31, 2023

Dec. 31, 2022

Fair value

3

11

Nominal amount

(409)

(419)

23.6- Financial assets and liabilities subject to netting

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

Dec. 31, 2023

(in millions of euros)

Gross amounts

Gross amounts offset in the statement of financial position

Net amounts presented in the statement of financial position

Related amounts not offset in the statement of financial position

Net amounts as per IFRS 7

Financial assets

121

-

121

(40)

81

Financial liabilities

(49)

-

(49)

40

(9)

Dec. 31, 2022

(in millions of euros)

Gross amounts

Gross amounts offset in the statement of financial position

Net amounts presented in the statement of financial position

Related amounts not offset in the statement of financial position

Net amounts as per IFRS 7

Financial assets

73

-

73

-

73

Financial liabilities

(264)

-

(264)

-

(264)

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

23.7- Counterparty risk

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

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

23.8- Liquidity risk

As of December 31, 2023, the Group had confirmed credit lines of EUR 2.950 million, all unused with EUR 2.850 million maturing after December 2024. Among them, EUR 2.700 million are sustainable-linked credit line with margin indexed on the annual performance of the Schneider Sustainability Impact (SSI).

With EUR 2.9 billion available committed facility and EUR 4.7 billion cash & cash equivalent, the liquidity of the Group amounts to EUR 7.6 billion end of the year. In the next 12 months, the total short term and bond maturity amounts to EUR 2.3 billion.

Loan Agreement and committed credit lines do not include any financial covenants or credit rating triggers in case of rating downgrade.

23.9- Financial risk management

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

The main exposure of the Group in terms of currency exchange risk is related to the US dollar, Chinese Yuan and currencies linked to the US dollar. In 2023, revenue in foreign currencies amounted to EUR 29.2 billion (EUR 27.3 billion in 2022), including around EUR 11.2 billion in US dollars and EUR 4.5 billion in Chinese yuan (respectively EUR 9.9 and EUR 4.8 billion in 2022).

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

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

Dec. 31, 2023 (in millions of euros)       Increase/(decrease) in average rate                       Revenue       Adj. EBITA

image

US Dollar

10%

1,122

212

(10)%

(1,020)

(193)

Chinese Yuan

10%

454

122

(10)%

(413)

(111)

Dec. 31, 2022

(in millions of euros)

Increase/(decrease) in average rate

Revenue

Adj. EBITA

US Dollar

10%

990

162

(10)%

(900)

(147)

Chinese Yuan

10%

478

121

(10)%

(434)

(110)

NOTE 24         Employees

24.1- Employees

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

(number of employees)                                                                                                                                                                                         Full Year 2023                  Full Year 2022

Production

86,482

81,506

Administration

81,562

80,833

TOTAL AVERAGE WORKFORCE

168,044

162,339

of which Western Europe of which North America

42,927

41,145

41,482

37,839

of which Asia-Pacific

61,946

59,045

of which Rest of the world

22,026

23,973

24.2- Employee benefit expense

image

(in millions of euros)                                                                                                                                                                                              Full Year 2023                  Full Year 2022

Payroll costs

(9,872)

(8,764)

Profit-sharing and incentive bonuses

(53)

(62)

Share-based payments

(208)

(184)

EMPLOYEE BENEFITS EXPENSE

(10,133)

(9,010)

24.3- Benefits granted to senior executives

In 2023, the Group granted EUR 2.2 million in attendance fees to the members of its Board of directors. The total amount of gross remuneration, including benefits in kind, paid in 2023 by the Group to the members of Senior Management, excluding executive directors, totaled EUR 37.8 million, of which EUR 10.6 million corresponded to the variable portion.

During the last three financial years, 497,792 performance shares have been allocated, excluding Corporate Officers. No stock options have been granted during the last three financial years. In 2023, performance shares were allocated under the 2023 long-term incentive plans 42 and 42bis. Since December 16, 2011, 100% of performance shares are conditional on the achievement of performance criteria for members of the Executive Committee.

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

NOTE 25           Related party transactions

25.1- Transactions with associates

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

Related party transactions were not material in 2023.

25.2- Transactions with key management personnel

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

NOTE 26             Commitments and contingent liabilities

26.1- Guarantees and similar undertakings

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

image

(in millions of euros)                                                                                                                                                                                               Dec. 31, 2023                   Dec. 31, 2022

Market counter guarantees *

3,551

3,543

Pledges, mortgages and sureties **

207

181

Other commitments given

411

435

GUARANTEES GIVEN

4,169

4,159

Endorsements and guarantees received

168

80

GUARANTEES RECEIVED

168

80

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

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

26.2- Contingent liabilities

As previously disclosed, investigations were conducted in September 2018 by the French judicial authority and French Competition Authority (“Autorité de la concurrence”) at Schneider Electric’s head office and other premises concerning the sale of electrical products through commercial distribution activities in France.

On July 4, 2022, Schneider Electric received a statement of objections (“notification de griefs”) from the French Competition Authority alleging that the pricing autonomy of some distributors in the French market would have been limited, in breach of competition rules. Schneider Electric strongly disagrees with the allegations of the statement of objections and has submitted its response to the French Competition Authority. The hearing in front of the French Competition Authority is not yet planned, the Group is expecting it to take place in 2024 and an enforceable decision may be issued late 2024 or 2025. Should the French Competition Authority deny Schneider Electric’s arguments and conclude that anti-competitive practices have been involved, it has broad discretion to determine on a caseby-case basis the financial fine it may impose in accordance with the principles of proportionality and individuality as described in its 2021 press release (https://www.autoritedelaconcurrence.fr/sites/default/files/Communique_sanction.pdf). This potential fine could not exist and could not exceed a maximum amount of 10% of the total 2021 Group revenue according to article L. 464-2 of the French Commercial Code.

Concurrently on October 7, 2022, Schneider Electric was indicted by an investigating judge who required Schneider Electric to provide a bank guarantee of €20 million and a cash guarantee of €80 million. Schneider Electric officially contested the indictment decision and raised numerous arguments in law and fact. Procedure is ongoing.

Those actions do not mean that Schneider Electric will ultimately be found guilty of any wrongdoing. Schneider Electric firmly disagrees with all the allegations made by the French investigating judge and the French Competition Authority and intends to vigorously and fully defend itself.

ConsideringthedifficultyinassessingtheextenttowhichtheFrenchCompetitionAuthorityconsiderstheargumentsofSchneiderElectric in its defense as well as the multiple factors contributing to the determination of a fine, it is not possible to reliably estimate the amount of any potential fine that might be incurred in the event of an adverse decision, even though it might have a significant impact on the Group. In this context, no provision has been made at this stage of the case.

Schneider Electric has other contingent liabilities relating to legal, arbitration or regulatory proceedings arising in the normal course of its business. Known or ongoing claims and litigation involving the Group, or its subsidiaries were reviewed at the date on which the consolidated financial statements were approved for issue. Based on the advice of legal counsel, all provisions deemed necessary have been made to cover the related risks.

NOTE 27         Subsequent events

27.1- Issuance of bonds

On January 10, 2024, the Group has issued two bonds, for EUR 600 million at a rate of 3.00% maturing in January 2031 and for EUR 700 million at a rate of 3.25% maturing in October 2035.

27.2- ETAP

On January 23, 2024, the Group purchased the remaining 20% minority interests of ETAP in accordance with the forward agreement concluded in 2021 when it acquired 80% of the company.

27.3- AUTOGRID

On December 14, 2023, the Group entered into an agreement with Uplight Inc. (in which Schneider Electric holds a strategic minority investment) to sell AutoGrid to Uplight. This transaction represents a reorganization among Schneider Electric-owned or affiliated businesses aimed at Prosumers, to better align their capabilities. The transaction, which closed on February 8, 2024, has raised the controlling stake of the Group in Uplight Inc., which will remain consolidated as an equity investment.

NOTE 28          Statutory Auditors’ fees

Fees paid by the Group to the Statutory Auditors and their networks:

Full Year 2023

image

(in thousands of euros)                                                                                                                                   PwC                           %               Mazars                           %                     Total

Statutory auditors, certification, examination of the parent company and consolidated accounts

11,956

88%

9,886

97%

21,842

o/w Schneider Electric SE

1,506

942

2,448

o/w subsidiaries

10,450

8,944

19,394

Services other than statutory audit - Audit-related services (“SACC”)

*

1,681

12%

349

3%

2,030

o/w Schneider Electric SE

413

16

429

o/w subsidiaries

1,268

333

1,601

TOTAL FEES

13,637

100%

10,235

100%

23,872

* Audit related services include services required by regulations and those provided at the request of the parent company or controlled entities, in particular: the review of environmental, social and societal information, contractual audits, comfort letters, audit certificates, agreed procedures, audits of procedures and information systems, and tax services that do not impair auditor independence.

Full Year 2022

(in thousands of euros)

PwC

%

Mazars

%

Total

Statutory auditors, certification, examination of the parent company and consolidated accounts

11,271

92%

9,819

95%

21,090

o/w Schneider Electric SE

1,291

971

2,262

o/w subsidiaries

9,980

8,848

18,828

Services other than statutory audit - Audit-related services (“SACC”)

*

996

8%

522

5%

1,518

o/w Schneider Electric SE

348

-

348

o/w subsidiaries

648

522

1,170

TOTAL FEES

12,267

100%

10,341

100%

22,608

* Audit related services include services required by regulations and those provided at the request of the parent company or controlled entities, in particular: the review of environmental, social and societal information, contractual audits, comfort letters, audit certificates, agreed procedures, audits of procedures and information systems, and tax services that do not impair auditor independence.

NOTE 29           Consolidated companies

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

image

(in % of interest)                                                                                                                                                                                                               Dec. 31, 2023          Dec. 31, 2022

Europe

Fully consolidated

Nxtcontrol GmbH

RIB Saa Software Engineering Gmbh

Schneider Electric ”Austria” GMBH

image

Austria

100

90 100

100

90 100

Austria

Austria

Schneider Electric Power Drives GmbH

Austria

100

100

Schneider Electric Systems Austria GmbH

Austria

100

100

Schneider Electric Energy Belgium SA

Belgium

100

100

Schneider Electric ESS BV

Belgium

100

100

Schneider Electric NV SA

Belgium

100

100

Schneider Electric Services International

Belgium

100

100

Schneider Electric Systems Belgium NV/SA

Proleit Bulgaria OOD

Belgium

100

100

100

100

Bulgaria

Schneider Electric Bulgaria EOOD Schneider Electric d.o.o.

RIB Stavebni Software S.R.O.

Bulgaria

100

100

100

100

100

100

Croatia

Czech Republic

Schneider Electric A.S.

Schneider Electric CZ S.R.O.

Schneider Electric Systems Czech Republic S.R.O.

Czech Republic

98.3 100

100

98.3 100

100

Czech Republic

Czech Republic

Orbaekvej 280 A/S

RIB A/S

Schneider Electric Danmark A/S

Denmark

100

100

100

100

100

100

Denmark

Denmark

Schneider Electric IT Denmark ApS

Schneider Electric Eesti AS

Schneider Electric Finland Oy

Denmark

100

100

100

100

100

100

Estonia

Finland

Schneider Electric Fire & Security OY

Schneider Electric Vamp Oy

Applications Logiciels Pour Ingenierie ALPI

Finland

100

100

-

100

100

100

Finland

France

Behar-Securite

Boissiere Finance

Construction Electrique du Vivarais

France

100

100

100

100

100

100

France

France

Dinel

Eckardt SAS

EcoAct SAS FR

France

-

100

100

100

100

-

France

France

France Transfo

Invensys Holding France SAS

Merlin Gerin Ales

France

100

100

100

100

100

100

France

France

Merlin Gerin Loire

Muller & Cie

Newlog

France

100

100

100

100

100

100

France

France

Rectiphase SAS

Sarel - Appareillage Electrique

Scanelec

Schneider Electric Alpes

France

100

100

100

100

100

100

100

100

France

France

France

Schneider Electric Energy France

France

100

100

Schneider Electric France

Schneider Electric Industries SAS

France

100

100

100

100

France

Schneider Electric International

Schneider Electric IT France

France

100

100

100

100

France


Schneider Electric Manufacturing Bourguebus

France

100

100

Schneider Electric SE

France

100

100

Schneider Electric Solar France

France

100

100

Schneider Electric Systems France

France

100

100

Schneider Electric Telecontrol

France

100

100

Schneider Toshiba Inverter Europe SAS

France

60

60

Schneider Toshiba Inverter SAS

France

60

60

Societe D’Application Et D’Ingenierie Industrielle Et Informatique - SA3I

France

100

100

Societe Electrique d’Aubenas

France

100

100

Societe Francaise de Constructions Mecaniques Et Electriques

France

100

100

Societe Francaise Gardy

Systemes Equipements Tableaux Basse Tension, SETBT

Transfo Services

ABN GmbH

J&K Regeltechnik GmbH

France

100

100

100

100

100

100

100

100

100

100

France

France

Germany

Germany

Merten GmbH

Proleit GmbH

Germany

100

100

100

100

Germany

RIB Cosinus Gmbh

RIB Deutschland Gmbh

RIB GmbH

Germany

100

100

100

100

100

100

Germany

Germany

RIB IMS Gmbh

Schneider Electric Automation GmbH

Schneider Electric GmbH

Germany

100

100

100

100

100

100

Germany

Germany

Schneider Electric Holding Germany GmbH

Schneider Electric Investment AG

Schneider Electric Operations Consulting GmbH

Germany

100

100

100

100

100

100

Germany

Germany

Schneider Electric Real Estate GmbH

Schneider Electric Sachsenwerk GmbH

Schneider Electric Systems Germany GmbH

Germany

100

100

100

100

100

100

Germany

Germany

Schneider Electric AEBE

Schneider Electric Hungaria Villamossagi ZRT

SE - CEE Schneider Electric Közep-Kelet Europai Korlatolt Felelösségü Tarsasag

Greece

100

100

100

100

100

100

Hungary

Hungary

Schneider Electric Ireland Limited

Schneider Electric IT Limited

Schneider Electric IT Logistics Europe Limited

Ireland

100

100

100

100

100

100

Ireland

Ireland

Validation Technologies (Europe) Ltd Eliwell Controls S.r.l.

Schneider Electric Industrie Italia S.p.a.

Ireland

100

100

100

100

100

100

Italy

Italy

Schneider Electric S.p.a.

Schneider Electric Systems Italia S.p.a.

Uniflair S.p.a.

Italy

100

100

100

100

100

100

Italy

Italy

Lexel Fabrika, SIA

Schneider Electric Baltic Distribution Center

Schneider Electric Latvija SIA

Latvia

100

100

100

100

100

100

Latvia

Latvia

UAB Schneider Electric Lietuva

Industrielle De Reassurance S.A.

Schneider Electric Holding Luxembourg

Lithuania

100

100

100

100

100

100

Luxembourg

Luxembourg

American Power Conversion Corporation (A.P.C.) B.V.

Netherlands

100

100

APC International Corporation B.V.

Netherlands

100

100

BTR (European Holdings) Bv

Netherlands

100

100

Clovis Systems B.V.

Netherlands

70

70

InTwo International B.V

Netherlands

100

100

Proleit B.V.

Netherlands

100

100

Schneider Electric Ecommerce Europe B.V.

Netherlands

100

100

Schneider Electric Logistic Centre B.V.

Netherlands

100

100

Schneider Electric Systems Netherlands N.V.

Netherlands

100

100

Schneider Electric The Netherlands B.V.

Netherlands

100

100

ELKO AS (Elektrokontakt AS)

Norway

100

100

Lexel Holding Norge AS Schneider Electric Norge AS Schneider Electric Elda S.A.

Schneider Electric Industries Polska Sp. Z o.o.

Schneider Electric Polska Sp. Z o.o.

Norway

100

100

100

100

100

100

100

100

100

100

Norway

Poland

Poland

Poland

Schneider Electric Systems Poland Sp. Z o.o.

Schneider Electric Transformers Poland SpZoo

Poland

-

-

100

100

Poland

Schneider Electric Portugal, LDA

Schneider Electric Romania, SRL

Schneider Electric Systems LLC

Portugal

100

100

100

100

100

100

Romania

Russia

Schneider Electric LLC Novi Sad

Schneider Electric Srbija doo Beograd

Schneider Electric Slovakia, Spol SRO

Serbia

100

100

100

100

100

100

Serbia

Slovakia

Schneider Electric Systems Slovakia S.R.O.

EcoAct Iberica ES

Manufacturas Electricas S.A.U.

Slovakia

100

100

100

100

-

100

Spain

Spain

Proleit Iberia Slu

RIB Spain Sa

Schneider Electric Espana, S.A.U

Spain

100

100

100

100

100

100

Spain

Spain

Schneider Electric IT Spain, S.L.

Schneider Electric Solar Spain, S.A.

Schneider Electric Systems Iberica S.L.

Spain

100

100

100

100

100

100

Spain

Spain

Telemantenimiento De Alta Tension, S.L.

AB Crahftere 1

Elektriska Aktiebolaget Delta

Spain

100

100

100

100

100

100

Sweden

Sweden

Elko AB

Lexel AB

Schneider Electric Buildings AB

Sweden

100

100

100

100

100

100

Sweden

Sweden

Schneider Electric Distribution Centre AB

Schneider Electric Sverige AB

Feller AG

Sweden

100

100

83.7

100

100

83.7

Sweden

Switzerland

Gutor Electronic GmbH

RIB Cosinus Ag

Schneider Electric (Suisse) SA

Switzerland

-

100

100

100

100

100

Switzerland

Switzerland

Proleit Automation Ooo

Schneider Electric Ukraine

Ascot Acquisition Holdings Limited

Ukraine

100

100

100

100

100

100

Ukraine

United Kingdom

Aveva Group plc (sub-group)

United Kingdom

100

59.2

BTR Industries Ltd

United Kingdom

100

100

BTR Property Holdings Ltd

United Kingdom

100

100

EcoAct UK Carbon Clear Ltd

United Kingdom

100

-

Invensys Group Holdings Ltd

United Kingdom

100

100

Invensys Group Ltd

United Kingdom

100

100

Invensys Holdings Ltd

United Kingdom

100

100

Invensys International Holdings Ltd

United Kingdom

100

100

Invensys Ltd

United Kingdom

100

100

M&C Energy Group Limited

United Kingdom

100

100

RIB Solutions (Uk) Ltd

United Kingdom

100

100

Samos Acquisition Company Limited

Schneider Electric (UK) Limited

Schneider Electric Buildings UK Limited

Schneider Electric Controls UK Limited

Schneider Electric Invensys (UK) Ltd

United Kingdom

100

100

100

100

100

100

100

100

100

100

United Kingdom

United Kingdom

United Kingdom

United Kingdom

Schneider Electric IT UK Ltd

Schneider Electric Limited

United Kingdom

100

100

100

100

United Kingdom

Schneider Electric Systems UK Limited

Tac Products Limited

Yorkshire Switchgear Group Limited

United Kingdom

100

100

100

100

100

100

United Kingdom

United Kingdom

Accounted for by equity method Carros Sensors Topco Ltd

Delta Dore Finance SA (sub-group)

-

20

30

20

United Kingdom

France

Planon Beheer BV

Schneider Lucibel Managed Services SAS

Netherlands

25

50

25

50

France

North America

Fully consolidated

Power Measurement Ltd

-

100

Canada

Schneider Electric Canada Inc.

Schneider Electric Solar Inc.

Schneider Electric Systems Canada Inc.

Canada

100

100

100

100

100

100

Canada

Canada

Electronica Reynosa S. de R.L. de C.V.

Industrias Electronicas Pacifico, S.A. de C.V.

Proleit S. De R. L.

Mexico

100

100

100

100

100

66.67

Mexico

Mexico

Schneider Electric Mexico S.A. de C.V.

Schneider Electric Systems Mexico, S.A. de C.V.

Schneider Industrial Tlaxcala S.A. de C.V.

Mexico

100

100

100

100

100

100

Mexico

Mexico

Schneider Mexico S.A. de C.V.

Schneider R&D, S.A. de C.V.

Square D Company Mexico, S.A. de C.V.

Mexico

100

100

100

100

100

100

Mexico

Mexico

Steck De Mexico S.A. De C.V.

Telvent Mexico, S.A. de C.V.

American Power Conversion Holdings Inc.

Mexico

100

100

100

100

100

100

Mexico

United States

ASCO Power Services, Inc.

ASCO Power Technologies, L.P.

Autogrid Systems, Inc.

United States

100

100

91.81

100

100

91.81

United States

United States

BTR, LLC

United States

100

100

Charge Holdings, LLC

United States

85.4

85.25

Echo HoldCo LLC

United States

90.84

90.84

EcoAct Inc US

United States

100

-

ETAP Automation Inc. (sub-group)

United States

80

80

EV Connect, LLC

United States

99.43

95.52

Foxboro Controles S.A.

United States

100

100

GPI Interim Inc.

United States

100

100

H.S. Investments, LLC

United States

100

100

Integration Technologies Corp.

United States

60

60

Invensys LLC

United States

100

100

Osisoft, LLC

Pro-Face America, LLC Proleit Corp.

Ranco Incorporated of Delaware RIB Software North America Inc.

United States

100

-

100

100

100

59.2 100

100

100

100

United States

United States

United States

United States

RIB US Cost Inc.

RIB Usa Inc.

United States

100

100

100

100

United States

Schneider Electric Buildings Americas, Inc.

Schneider Electric Buildings Critical Systems, Inc.

Schneider Electric Digital, Inc.

United States

100

100

100

100

100

100

United States

United States

Schneider Electric Engineering Services, LLC

Schneider Electric Foundries LLC Schneider Electric Holdings, Inc.

United States

100

100

100

100

100

100

United States

United States

Schneider Electric IT Corporation

Schneider Electric IT Mission Critical Services, Inc.

Schneider Electric Solar Inverters USA, Inc.

United States

100

100

100

100

100

100

United States

United States

Schneider Electric Systems USA, Inc.

Schneider Electric USA, Inc.

SE Vermont Ltd

United States

100

100

100

100

100

100

United States

United States

Siebe Inc.

SNA Holdings Inc.

Square D Investment Company

United States

100

100

100

100

100

100

United States

United States

Stewart Warner Corp.

Summit Energy Services, Inc.

Veris Industries LLC

United States

100

100

100

100

100

100

United States

United States

Accounted for by equity method Uplight Inc.

30.36

29.4

United States

Asia-Pacific

Fully consolidated

Citect Corporation Limited

-

100

Australia

Clipsal Technologies Australia Pty Ltd

Futureworx Proprietary Limited

Nu-Lec Industries Pty Ltd

Australia

100

100

-

100

100

100

Australia

Australia

RIB Holdings Pty Ltd

RIB Technologies Pty Ltd

Scada Group Pty Limited

Australia

100

100

100

100

100

100

Australia

Australia

Schneider Electric (Australia) Pty Limited

Australia

100

100

Schneider Electric Australia Holdings Pty Ltd

Australia

100

100

Schneider Electric Buildings Australia Pty Ltd

Australia

100

100

Schneider Electric IT Australia Pty Ltd

Australia

100

100

Schneider Electric Solar Australia Pty Ltd

Australia

100

100

Schneider Electric Sustainability Business Australia Pty Ltd

Australia

100

100

Schneider Electric Systems Australia Pty Ltd

Australia

100

100

Serck Controls Pty Limited

Australia

100

100

Tamco Electrical Industries Australia Pty Limited

Australia

65

65

Beijing Leader Harvest Electric Technologies Co., Ltd

China

100

100

Beijing Leader Harvest Energy Efficiency Investment Co., Ltd

China

100

100

FSL Electric (Dongguan) Limited

Guangzhou RIB Software Co., Ltd

Guangzhou Two Information Technology Co., Ltd Jingxin Hongde (Beijing) Technology Co., Ltd.

Pro-Face China International Trading (Shanghai) Co., Ltd

China

54 100

100

51 100

54 100

100

12.34 100

China

China

China

China

Proleit Automation Systems (Shanghai) Co., Ltd Schneider (Beijing) Low Voltage Co., Ltd.

China

100 95

100 95

China

Schneider (Beijing) Medium Voltage Co., Ltd

Schneider (Shaanxi) Baoguang Electrical Apparatus Co., Ltd

Schneider (Suzhou) Transformers Co., Ltd

China

100

70 100

100

70 100

China

China

Schneider (Wuxi) Drives Co., Ltd.

Schneider Busway (Guangzhou) Limited

Schneider Electric (China) Company Limited

China

90

95 100

90

95 100

China

China

Schneider Electric (Xiamen) Switchgear Co., Ltd

Schneider Electric (Xiamen) Switchgear Equipment Co., Ltd

Schneider Electric Equipment and Engineering (Xi’An) Co., Ltd

China

100

100

100

100

100

100

China

China

Schneider Electric IT (China) Co., Ltd

Schneider Electric IT (Xiamen) Co., Ltd

Schneider Electric Manufacturing (Chongqing) Co., Ltd

China

100

100

100

100

100

100

China

China

Schneider Electric Manufacturing (Wuhan) Co., Ltd

Schneider Great Wall Engineering (Beijing) Co., Ltd

Schneider Merlin Gerin Low Voltage (Tianjin) Co.,Ltd.

China

100

100 75

100

100 75

China

China

Schneider Shanghai Apparatus Parts Manufacturing Co., Ltd

Schneider Shanghai Industrial Control Co., Ltd

Schneider Shanghai Low Voltage Terminal Apparatus Co., Ltd

China

100 80

75

100 80

75

China

China

Schneider Shanghai Power Distribution Electrical Apparatus Co., Ltd Schneider Smart Technology Co., Ltd.

Schneider South China Smart Technology (Guangdong) Co. Ltd.

China

80 100

100

80 100

100

China

China

Schneider Switchgear (Suzhou) Co., Ltd

Schneider Wingoal (Tianjin) Electric Equipment Co., Ltd Shanghai ASCO Electric Technology Co., Ltd.

China

58 100

100

58 100

100

China

China

Shanghai Foxboro Co., Ltd

Shanghai Invensys Process System Co., Ltd

Shanghai Schneider Electric Power Automation Co., Ltd

China

100

100

100

100

100

100

China

China

Shanghai Tayee Electric Co., LTD

Shenzhen Easydrive Electric Co., Ltd

Tianjin Wingoal Electric Equipment Co., Ltd.

China

67.05

51 100

67.05

51 100

China

China

Uniflair (Zhuhai) Electrical Appliance Manufacturing Co., Ltd

China

100

100

Wuxi Pro-Face Co., Ltd

China

100

100

Zircon Investment (Shanghai) Co., Ltd

China

74.5

74.5

Clipsal Asia Holdings Limited

Hong Kong

100

100

Construction Computer Software (Asia) Ltd

Hong Kong

100

100

Fed-Supremetech Limited

Hong Kong

54

54

Himel Hong Kong Limited

Hong Kong

100

100

MTWO Ltd

Hong Kong

100

100

RIB Creative Limited

Hong Kong

100

100

RIB Limited

Hong Kong

100

100

RIB Software International Ltd

Hong Kong

100

100

RIB Solutions Ltd

Schneider Electric (Hong Kong) Limited

Schneider Electric Asia Pacific Limited

Schneider Electric IT Hong Kong Limited

Two Hong Kong Ltd

Hong Kong

100

100

100

100

100

100

100

100

100

100

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Luminous Power Technologies Private Limited

RIB Itwo Software Private Limited

India

100

100

100

100

India

Schneider Electric India Private Limited

Schneider Electric Infrastructure Limited

Schneider Electric IT Business India Private Limited

India

65

75 100

65

75 100

India

India

Schneider Electric President Systems Limited

Schneider Electric Private Limited

Schneider Electric Solar India Pte Ltd

India

75 100

100

79.47 100

100

India

India

Schneider Electric Systems India Private Limited Winjit Technologies Private Limited

Zenatix Solutions Private Limited

India

100

100 95

100

75.5 -

India

India

PT Schneider Electric Indonesia

PT Schneider Electric IT Indonesia

PT Schneider Electric Manufacturing Batam

Indonesia

100

100

100

100

100

100

Indonesia

Indonesia

PT Schneider Electric Systems Indonesia

PT Schneider Indonesia

PT Tamco Indonesia

Indonesia

95

95

65

95

95

65

Indonesia

Indonesia

RIB Indonesia

Ranco Japan Ltd

Schneider Electric Japan Holdings Inc

Indonesia

100

100

100

100

100

100

Japan

Japan

Schneider Electric Japan, Inc.

Schneider Electric Solar Japan Inc.

Schneider Electric Systems Japan Inc.

Japan

100

100

100

100

100

100

Japan

Japan

Toshiba Schneider Inverter Corporation Schneider Electric Korea Limited

Schneider Electric Systems Korea Ltd

Japan

60 100

100

60 100

100

Korea

Korea

Desea Sdn. Bhd.

Gutor Electronic Asia Pacific Sdn. Bhd.

Henikwon Corporation Sdn. Bhd.

Malaysia

100

-

65

100

100 65

Malaysia

Malaysia

RIB Malaysia Sdn Bhd

Schneider Electric (Malaysia) Sdn. Bhd.

Schneider Electric Industries (M) Sdn. Bhd.

Malaysia

100

30 100

100

30 100

Malaysia

Malaysia

Schneider Electric IT Malaysia Sdn. Bhd.

Malaysia

100

100

Schneider Electric Systems (Malaysia) Sdn. Bhd.

Malaysia

100

100

Tamco Switchgear (Malaysia) Sdn. Bhd.

Malaysia

65

65

RIB Pacific Ltd

New Zealand

100

100

Schneider Electric (NZ) Limited

New Zealand

100

100

Schneider Electric Systems New Zealand Limited

New Zealand

100

100

RIB Itwo Software Inc.

Philippines

100

100

Schneider Electric (Philippines), Inc.

Philippines

100

100

Schneider Electric IT Philippines Inc.

Philippines

100

100

RIB International Holding Pte. Limited

Singapore

100

100

RIB Singapore Pte Ltd

Singapore

100

100

Schneider Electric Asia Pte. Ltd.

Schneider Electric Export Services Pte Ltd

Schneider Electric IT Logistics Asia Pacific Pte Ltd

Schneider Electric IT Singapore Pte Ltd

Schneider Electric JV Holdings 2 Pte. Ltd.

Singapore

100

-

100

100 65

100

100

100

100 65

Singapore

Singapore

Singapore

Singapore

Schneider Electric Overseas Asia Pte Ltd

Schneider Electric Singapore Pte Ltd

Singapore

100

100

100

100

Singapore

Schneider Electric South East Asia (HQ) Pte Ltd Schneider Electric Systems Singapore Pte. Ltd.

Schneider Electric Lanka (Private) Limited

Singapore

100

100

100

100

100 65

Singapore

Sri Lanka

Schneider Electric Systems Taiwan Corp.

Schneider Electric Taiwan Co., Ltd

RIB Thailand Pending

Taiwan

100

100

100

100

100

100

Taiwan

Thailand

Schneider (Thailand) Limited

Schneider Electric CPCS (Thailand) Co., Ltd

Schneider Electric Solar (Thailand) Co., Ltd

Thailand

100

100

100

100

100

100

Thailand

Thailand

Schneider Electric Systems (Thailand) Co., Ltd

Clipsal Vietnam Co., Ltd

Invensys Vietnam Ltd

Thailand

100

100

100

100

100

100

Viet Nam

Viet Nam

RIB Vietnam Software Company Limited

Schneider Electric IT Vietnam Limited

Schneider Electric Manufacturing Vietnam Company Limited

Viet Nam

100

100

100

100

100

100

Viet Nam

Viet Nam

Schneider Electric Vietnam Limited

Accounted for by equity method

Delixi Electric Limited (sub-group)

Viet Nam

100

-

50

100

-

50

China

Sunten Electric Equipment Co., Ltd

Fuji Electric FA Components & Systems Co., Ltd (sub-group) Foxboro (Malaysia) Sdn. Bhd.

Rest of the World

Fully consolidated

Himel Algerie

Schneider Electric Algerie

Schneider Electric Argentina S.A.

China

25

36.8 49

-

100

100

25

36.8 49

100

100

100

Japan

Malaysia

Algeria

Algeria

Argentina

Steck Electric S.A.

Schneider Electric Systems Argentina S.A.

Proleit Automaçao Ltda

Argentina

100

100

100

100

100

100

Argentina

Brazil

Schneider Electric Brasil Automação de Processos Ltda

Brazil

100

100


image

(in % of interest)                                                                                                                                                                                                                      Dec. 31, 2023          Dec. 31, 2022

Schneider Electric Brasil Ltda

Brazil

100

100

Schneider Electric IT Brasil Industria E Comercio De Equipamentos Eletronicos Ltda

Brazil

-

100

Steck Da Amazonia Industria Elétrica Ltda

Brazil

100

100

Steck Distribuidora Ltda

Brazil

100

100

Steck Industria Eletrica Ltda

Telseb Serviços de Engenharia E Comércio de Equipamentos Eletrônicos e Telecomunicações Ltda

Brazil

100

100

100

100

Brazil

Marisio S.P.A

Schneider Electric Chile S.P.A

Schneider Electric Systems Chile Limitada

Schneider Electric de Colombia S.A.S

Chile

100

100

100

100

100

100

100

100

Chile

Chile

Colombia

Schneider Electric Systems Colombia Ltda

Colombia

100

100

Steck Andina S.A.S.

Colombia

100

100

Schneider Electric Centroamerica Limitada

Costa Rica

100

100

Schneider Electric Ecuador Sociedad Anonima Invensys Engineering & Service S.A.E.

Ecuador

100 51

100 51

Egypt

Schneider Electric Distribution Company Schneider Electric Egypt S.A.E.

Schneider Electric Engineering And Services - Free Zone S.A.E

Egypt

91.99 92

51

91.99

92

51

Egypt

Egypt

Schneider Electric Systems Egypt S.A.E

KMG Automation Limited Liability Partnership

Schneider Electric LLP

Egypt

60

51

85

60

51 100

Kazakhstan

Kazakhstan

Schneider Electric (Kenya) Limited

Kana Controls General Trading & Contracting Company WLL

Schneider Electric Services Kuweit

Kenya

100

31.9 49

100

31.9 49

Kuwait

Kuwait

Schneider Electric Israël Ltd

Schneider Electric East Mediterranean SAL

Schneider Electric CFC

Israel

100

100

100

100

100

100

Lebanon

Morocco

Schneider Electric Maroc

Schneider Electric Free Zone Enterprise

Schneider Electric Nigeria Limited

Morocco

100

100

100

100

100

100

Nigeria

Nigeria

Schneider Electric Systems Limited

Schneider Electric O.M LLC

Schneider Solutions And Services (Private) Limited Schneider Electric Peru S.A.

Nigeria

100

100

100

100

100

100

100

100

Oman

Pakistan

Peru

Schneider Electric Systems del Peru S.A.

Peru

100

100

Schneider Electric Services LLC

Electrical & Automation Saudi Arabian Manufacturing Company (LLC)

Schneider Electric Saudi Arabia Limited

Schneider Electric Systems Saudi Arabia Co. LTD.

Qatar

49

65 100

100

49

65 100

100

Saudi Arabia

Saudi Arabia

Saudi Arabia

Ccs Mining & Industrial (Pty) Limited

Construction Computer Software (Pty) Limited

Invensys SA (Pty) Ltd

South Africa

100

100

100

100

100

100

South Africa

South Africa

Schneider Electric South Africa (Pty) Ltd

Gunsan Elektrik Malzemelerï Sanayï Ve Ticaret Anonïm Sïrketi

Himel Elektrik Malzemeleri Ticaret Anonim Sirketi

South Africa

74.9

100

-

74.9 100

100

Turkey

Turkey

Schneider Elektrik Sanayi Ve Ticaret A.S.

Schneider Enerji Endüstrisi Sanayi Ve Ticaret Anonim Sirketi

Cimac FZCO

Turkey

100

-

100

100

100

100

Turkey

United Arab Emirates

image

(in % of interest)                                                                                                                                                                                                                      Dec. 31, 2023          Dec. 31, 2022

Construction Computer Software (Gulf) Llc

United Arab Emirates

100

100

L&T Electrical And Automation FZE

United Arab Emirates

65

65

Levtech Consulting Dmcc

United Arab Emirates

100

100

Schneider Electric DC MEA FZCO

United Arab Emirates

100

100

Schneider Electric FZE

United Arab Emirates

100

100

Schneider Electric Systems Middle East FZE Schneider Electric Systems de Venezuela, C.A.

Schneider Electric Venezuela S.A.

United Arab Emirates

100

100

93.56

100

100

93.56

Venezuela

Venezuela


MANAGEMENT REPORT FOR THE YEAR ENDED DECEMBER 31,

2023

Consolidated financial statements

Business and Statement of Income highlights
Main acquisitions of the period
Transaction with AVEVA’s non-controlling interests

On September 21, 2022, the Group confirmed its firm intention to acquire the share capital of AVEVA that it did not already own.

On November 11, 2022, the Board of Schneider Electric and the AVEVA Independent Committee announced that they reached an agreement on the terms of a cash offer of 3,225 pence per AVEVA share. Such acquisition is to be effected by means of a Court approved scheme of arrangement (the Scheme), under Part 26 of the Companies Act 2006.

On November 25, 2022, the requisite majority of AVEVA’s shareholders approved the Scheme, and passed the Special Resolution to implement the Scheme during respectively the Court Meeting and the General Meeting. This led to the immediate recognition of a current financial liability in the Group’s financial statements of GBP 4,039 million (EUR 4,554 million) as of December 31, 2022). The recognition of this liability triggered an immediate reduction in non-controlling interests and in the group share of equity.

On January 18, 2023, following the deliverance of the UK Court Order to the Registrar of Companies, the Scheme (acquisition by the Group of the outstanding AVEVA shares not already owned) became effective. AVEVA shares were unlisted from the London Stock Exchange on January 19, 2023.

The financial liability was settled in cash on January 31, 2023 for GBP 4,055 million (EUR 4,610 million at the foreign exchange closing rate incurred on January 31, 2023) including stamp duties. The Group’s transaction cash out, including EUR 71 million legal fees paid, was presented under the financing section of the cash flow statement and amounted to EUR 4,681 million.

In the context of this transaction, the Group also incurred, through hedging schemes, a negative impact on cash for EUR 106 million.

EcoAct

On November 2, 2023, the Group acquired 100% of the capital of EcoAct SAS (“EcoAct”), an international leader in climate consulting and net zero solutions headquartered in Paris, France. EcoAct will be reported within the Energy management reporting segment.

The purchase accounting as per IFRS 3R is not completed as of December 31, 2023.

Main divestments of the period
Transformer plants in Poland and Türkiye

On January 6, 2023, the Group closed the transaction for the disposal of its Transformer plants in Poland and Türkiye to Cahors Group, an international company specializing in energy distribution, headquartered in France. The businesses had around 800 employees and were reported within the Energy management reporting segment up until disposal effective date.

As of December 31, 2022, net assets were already measured at fair value less costs to sell, leading to no impact from the divestment in the consolidated statement of income of the period.

VinZero

On May 31, 2023, the Group closed the transaction for the disposal of RIB Software’s VinZero business to a European corporate. VinZero is an IT infrastructure solutions group and software partner for architecture, engineering, construction, owner-operator, and manufacturing organizations providing value-add services and consulting. The business was reported within the Energy management reporting segment up until disposal effective date. The gain on disposal was recorded under “Other operating income and expenses”.

Gutor

On August 2, 2023, the Group closed the transaction for the disposal of Gutor Electronics’ operations to Latour Capital, a French private equity investor. Gutor is a global leader in the manufacturing of industrial uninterruptible power supply (UPS) systems and the provision of related services. Gutor was reported within the Energy management reporting segment up until disposal effective date.

Telemecanique Sensors

On October 31, 2023, the Group closed the transaction for the disposal of its industrial sensors business, Telemecanique Sensors, to YAGEO. As part of the transaction, the Group granted YAGEO a license to use Telemecanique Sensors trademark. The all-cash transaction valued Telemecanique Sensors at EUR 723 million (Enterprise Value). Telemecanique Sensors was reported within the Industrial Automation reporting segment up until disposal effective date.

Follow-up on acquisitions and divestments transacted in 2022 with effect in 2023

EV Connect Inc.

On June 21, 2022, the Group completed the purchase of a 95.52% controlling stake in EV Connect Inc. and now reports within Energy Management reporting segment. The Group holds an agreement to acquire the remaining 4.48% of non-controlling interests in 2027. The related debt has been recognized in “Non-current purchase commitments over non-controlling interests”.

In November 2023, the Group purchased 3.88% of non-controlling interests which raised its stake in EV Connect Inc. at 99.4%.

The purchase accounting as per IFRS 3R is completed as of December 31, 2023. The net adjustment of the opening balance sheet, resulting mainly from the booking of identifiable intangible assets (technology, customer relationship and trademark), led to the recognition of a EUR 255 million goodwill at acquisition date.

IFRS 5 application - Non-currentAssetsHeldforSaleandDiscontinuedOperations

The following businesses have been reclassified as Held for Sale as of December 31, 2023:

Autogrid

On July 20, 2022, the Group completed the acquisition of Autogrid, raising its stake from 24.2% to 91.8% controlling stake. AutoGrid is a Virtual Power Plant (VPP) and Distributed Energy Resource Management System (DERMS) provider and is reported within Energy Management reporting segment. The Group held an agreement to acquire the remaining 8.2% of non-controlling interests in 2026. The related debt was recognized in “Non-current purchase commitments over non-controlling interests” as of December 2022.

On December 14, 2023, the Group entered into an agreement with Uplight Inc. for the sale of Autogrid. In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the assets and liabilities have been classified as “Assets held for sale” and “Liabilities held for sale”, for EUR 209 million and EUR 40 million respectively. The assets are mainly intangible assets (including goodwill) for EUR 197 million. No impairment loss was recognized by the Group following the IFRS 5 classification.

This transaction represents a reorganization among Schneider Electric-owned or affiliated businesses aimed at Prosumers, to better align their capabilities. The transaction, which closed on February 8, 2024, has raised the controlling stake of the Group in Uplight Inc., which will remain consolidated as an equity investment.

Exchange rate changes

Fluctuations in the euro exchange rate had a negative impact in 2023, decreasing consolidated revenue by EUR 1,432 million due mainly to the evolution observed in US Dollar and in Chinese Yuan compared to the Euro and a negative impact decreasing adjusted EBITA by EUR 573 million.

Results of Operations

The following table sets forth our results of operations for 2023 and 2022:

image

(in millions of euros except for earnings per share)                                                                                             Full Year 2023                 Full Year 2022                            Variance

Revenue

35,902

34,176

5.1%

Cost of sales

(20,890)

(20,300)

2.9%

Gross profit

15,012

13,876

8.2%

% Gross profit

41.8%

40.6%

Research and development

(1,168)

(1,040)

12.3%

Selling, general and administrative expenses

(7,432)

(6,819)

9.0%

Adjusted EBITA *

6,412

6,017

6.6%

% Adjusted EBITA

17.9%

17.6%

Other operating income and expenses

98

(433)

(122.6)%

Restructuring costs

(147)

(227)

(35.2)%

EBITA **

6,363

5,357

18.8%

% EBITA

17.7%

15.7%

Amortization and impairment of purchase accounting intangibles

(430)

(424)

1.4%

Operating income

5,933

4,933

20.3%

% Operating income

16.5%

14.4%

Interest income

79

24

229.2%

Interest expense

(387)

(130)

197.7%

Finance costs, net

(308)

(106)

190.6%

Other financial income and expense

(222)

(109)

103.7%

Net financial income/(loss)

(530)

(215)

146.5%

Profit from continuing operations before income tax

5,403

4,718

14.5%

Income tax expense

(1,285)

(1,211)

6.1%

Share of profit/(loss) of associates

51

29

75.9%

PROFIT FOR THE YEAR

4,169

3,536

17.9%

attributable to owners of the parent attributable to non-controlling interests

4,003 166

3,477

15.1%

59

181.4%

Basic earnings (attributable to owners of the parent) per share (in euros per share)

7.15

6.23

14.8%

Diluted earnings (attributable to owners of the parent) per share (in euros per share)

7.07

6.15

15.0%

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

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

Revenue

Consolidated revenue totaled EUR 35,902 million for the year ended December 31, 2023, up +12.7% organic and up +5.1% on a reported basis. The Group saw strong growth across end-markets supported by secular trends of electrification, automation, and digitization, while some areas such as residential buildings remained impacted by the effects of higher interest rates on consumer spending, though stabilizingbytheendoftheyear. Discreteautomationmarketsweredownafterhighdemandintheprioryearassociatedwithsupplychain constraints in particular impacting sales in Western Europe, China and East Asia. The Group saw good volume expansion throughout the year, with product growth supported by backlog execution as supply chain pressures eased, while the carryover impact of price actions taken in 2022 faded across the year, as expected. FX impacts were (4.3)% driven by the weakening of the Chinese Yuan and U.S. Dollar against the Euro, combined with the significant devaluation of several other currencies including the Egyptian Pound, Turkish Lira and Argentinian Peso. There was a net negative impact of (2.5)% from acquisitions and disposals, primarily relating to the Group’s exit from Russia in 2022 along with the net impact of other transactions.

Evolution of revenue by reporting segment

The following table sets forth our revenue by business segment for years ended December 31, 2023 and 2022:

(in millions of euros)

Energy Management

Industrial Automation

Total

Full Year 2023

28,241

7,661

35,902

Full Year 2022

26,442

7,734

34,176

EnergyManagement generatedrevenuesofEUR28,241million,equivalentto79%oftheGroup’srevenuesandwasup+14%organic. North America grew +19% organic with strong growth across end-markets, including continued strong growth in Systems as a consequence of strong demand across Data Center and Infrastructure end-markets. Western Europe was up +12% organic with double-digit growth in the U.K., Germany and Italy, while France and Spain grew high-single digit. There was continued good traction in Data Center and non-residential technical buildings, though residential markets, particularly in the north of the region, were impacted by pressures on consumer-spending. Asia-Pacific grew +8% organic, with China delivering mid-single digit growth for the year, with strong traction in transportation and renewable power, while softness in construction markets continued. India recorded double-digit growth, despite facing a high base of comparison, with continued strong demand across end-markets. There was good growth in Australia and across the rest of the region. Rest of the World was up +20% organic, benefitting from price actions taken in response to currency devaluation in Argentina, Egypt and Turkey and with strong demand for systems offers across the region.

Industrial Automation generated revenues of EUR 7,661 million, equivalent to 21% of the Group’s revenues and was up +7% organic. Growth was led by sales into Process automation markets while sales into Discrete automation markets also grew, though at a slower pace due to weakness in OEM demand, particularly in Western Europe, China and East Asia. The Group saw strong growth in its industrial software offers through AVEVA, despite headwinds from a transition from a perpetual license model to a subscription model. North America grew +7% organic led by growth in Discrete automation markets, supported by backlog execution, while growth in Process & Hybrid markets was good despite a high base of comparison from projects in Mexico. Western Europe was up +7% organic, with strong growth in both Process & Hybrid markets and industrial software at AVEVA, while Discrete automation markets were impacted by the demand weakness. Asia Pacific was up +1% organic, impacted by weaker Discrete automation growth in China with weakness in OEM demand, particularly among those tied to construction. There was strong growth in several countries across the rest of the region, notably India and Australia, while growth in Japan and South Korea was muted due to OEM weakness. Rest of the World was up +20% organic, benefitting from price actions taken in response to currency devaluation in Argentina, Egypt and Turkey, while outside of these countries there was strong growth in Discrete automation markets and good growth in Process & Hybrid markets.

Gross profit

Gross profit was up +18.1% organic with Gross margin up +200bps organic, reaching 41.8% in 2023. The organic increase in margin percentage was driven by a strong net price impact mainly related to carryover from price actions taken last year, an improvement of gross margin in systems business and improved industrial productivity, particularly in H2.

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

Research and development expenses, net of capitalized development costs and excluding research and development costs booked in costs of sales, increased by 12.3% from EUR 1,040 million for 2022 to EUR 1,168 million for 2023. As a percentage of revenues, the net cost of research and development increased slightly from 3.0% in 2022 to 3.3% in 2023.

Total research and development expenditures, including capitalized development costs and development costs reported as cost of sales (see Note 4 to the Consolidated Financial Statements) increased by 9.3% from EUR 1,845 million for 2022 to EUR 2,016 million for 2023. As a percentage of revenues, total research and development expenses increased slightly to 5.6% for 2023 (5.4% for 2022).

In 2023, the net effect of capitalized development costs and amortization of capitalized development costs amounts to EUR 92 million on operating income (EUR 115 million in 2022).

Selling, general and administrative expenses increased by 9.0% to EUR 7,432 million for 2023 (EUR 6,819 million for 2022). As a percentage of revenues, selling, general and administrative expenses increased slightly to 20.7% for 2023 (20.0% for 2022).

Combined, total support function costs, that is, research and development expenses together with selling, general and administrative costs, totaled EUR 8,600 million for 2023 compared to EUR 7,859 million for 2022, an increase of 9.4%. Support functions costs to sales ratio increases from 23.0% in 2022, to 24.0% in 2023.

Other operating income and expenses

For 2023, other operating income and expenses amounted to a net income of EUR 98 million. The gains and losses on disposal of business for EUR 265 million are mainly due to the gains on disposal of Telemecanique Sensors, Gutor, VinZero and Transformer Plants in Türkiye. ThecostsofacquisitionandintegrationtotaledEUR(111)million(EUR(180)millionfor2022. Thedecreaseismainlyduetocostsincurred in 2022 to purchase AVEVA’s remaining non-controlling interests.

Restructuring costs

For2023, restructuringcostsdecreasedtoEUR147millionin2023comparedto227millionin2022, andarelinkedtotheGroup’sinitiatives to decrease support function costs.

EBITA and Adjusted EBITA

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

Adjusted EBITA amounted to EUR 6,412 million for 2023, compared to EUR 6,017 million for 2022, an organic increase of 24.5%. As a percentage of revenues, adjusted EBITA increased at 17.9% with margin improving 180 bps organically.

EBITA increased from EUR 5,357 million for 2022 to EUR 6,363 million in 2023. As a percentage of revenues, EBITA increases at 17.7% in 2023 (15.7% for 2022).

Adjusted EBITA by business segment

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

Full Year 2023

image

Energy                    Industrial     Central functions Management        Automation                        & digital costs

(in millions of euros)                                                                                                                                                                                                                                                               Total

Backlog

15,414

3,748

-

19,162

Revenue

28,241

7,661

-

35,902

Adjusted EBITA

5,967

1,304

(859)

6,412

Adjusted EBITA (%)

21.1%

17.0%

17.9%

On December 31, 2023, the total backlog to be executed in more than a year amounts to EUR 4,287 million.

Full Year 2022

(in millions of euros)

Energy Management

Industrial Automation

Central functions

& digital costs

Total

Backlog

13,156

3,334

-

16,490

Revenue

26,442

7,734

-

34,176

Adjusted EBITA

5,392

1,458

(833)

6,017

Adjusted EBITA (%)

20.4%

18.9%

17.6%

Energy Management reporting segment generated an adjusted EBITA of EUR 5,967 million, or 21.1% of revenues, up c. +220 bps organic (up +70 bps on a reported basis), due mainly to a combination of strong net price impact, good contribution from volumes and an improvement of gross margin in the systems business, more than offsetting investment in SFC and inflationary impacts.

Industrial Automation reporting segment generated an adjusted EBITA of EUR 1,304 million, or 17.0% of revenues, down c. -110 bps organic(down-190bpsonareportedbasis),wherestrongnetpricecontribution,improvedproductivityandimprovementofgrossmargin in the systems business were more than offset by impacts from inflation and increased strategic investment within support function costs.

Central functions & digital costs in 2023 amounted to EUR 859 million (EUR 833 million in 2022) remaining stable at 2.4% of Group revenues. Investment in the Group’s strategic priorities continued, while the Corporate cost element continued to be an area of focus and remained under tight control, remaining at around 0.7% of Group revenues in 2023.

Amortization and impairment of purchase accounting intangibles

The amortization and impairment of purchase accounting intangibles linked to acquisitions amounted to EUR 430 million compared with EUR 424 million last year.

Operating income (EBIT)

Operating income or EBIT (Earnings Before Interest and Taxes), increased from EUR 4,933 million for 2022 to 5,933 million for 2023, an increase of 20.3%.

Net financial income/loss

Net financial loss amounted to EUR 530 million for 2023, compared to EUR 215 million for 2022, mainly due to the increase in cost of debt (from EUR 106 million in 2022 to EUR 308 million in 2023). This was mainly due to the increase in interest rates observed in 2023 and costs related to the term loan facility set up for AVEVA’s non-controlling interests acquisition. In addition, there was an increased negative impact from foreign exchange fluctuations (from EUR 21 million in 2022 to EUR 50 million in 2023).

Income tax expense

The effective tax rate was 23.8% for 2023, and 25.7% for 2022. In 2022, restating the EUR 195 million Russia and Belarus deconsolidation impact from the profit before tax (no tax impact attached), the effective tax rate would have been of 24.6%. The corresponding income tax expense increased from EUR 1,211 million for 2022 to EUR 1,285 million for 2023.

Share of profit/ (loss) of associates

The share of associates was a EUR 51 million profit for 2023, compared to EUR 29 million profit for 2022.

Non-controlling interests

Non-controlling interests in net income for 2023 totaled EUR 166 million, compared to EUR 59 million for 2022. This represents the share in net income attributable to the non-controlling interests, mainly coming from the Group Chinese and Indian subsidiaries.

Profit for the year (attributable to owners of the parent)

Profit for the year attributable to the equity holders of our parent company amounted to EUR 4,003 million for 2023, compared to EUR 3,477 million profit for 2022.

Earnings per share

Basic Earnings per share amounted to EUR 7.15 per share for 2023 and EUR 6.23 per share for 2022.

Comments to the consolidated Cash-flow

The following table sets forth our cash-flow statement for 2023 and 2022:

image

(in millions of euros)                                                                                                                                                                     Note               Full Year 2023                 Full Year 2022

Profit for the year

4,169

3,536

Share of (profit)/losses of associates

(51)

(29)

Income and expenses with no effect on cash flow:

Depreciation of property, plant and equipment

11

743

750

Amortization of intangible assets other than goodwill

10

717

732

Impairment losses on non-current assets

60

61

Increase/(decrease) in provisions

21

87

32

Losses/(gains) on disposals of business and assets

(252)

70

Difference between tax paid and tax expense

(164)

139

Other non-cash adjustments

220

102

Net cash provided by operating activities

5,529

5,393

Decrease/(increase) in accounts receivable

62

(305)

Decrease/(increase) in inventories and work in progress

(382)

(553)

(Decrease)/increase in accounts payable

493

73

Decrease/(increase) in other current assets and liabilities

205

(254)

Change in working capital requirement

378

(1,039)

TOTAL I - CASH FLOWS FROM / (USED IN) OPERATING ACTIVITIES

5,907

4,354

Purchases of property, plant and equipment

11

(914)

(707)

Proceeds from disposals of property, plant and equipment

52

69

Purchases of intangible assets

10

(451)

(386)

Net cash used by investment in operating assets

(1,313)

(1,024)

Acquisitions and disposals of businesses, net of cash acquired & disposed

2

611

(297)

Other long-term investments

(89)

40

Increase in long-term pension assets

20

(257)

(130)

Sub-total

265

(387)

TOTAL II - CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES

(1,048)

(1,411)

Issuance of bonds

22

3,509

1,092

Repayment of bonds

22

(1,299)

(829)

Sale/(purchase) of treasury shares

(703)

(219)

Increase/(decrease) in other financial debt

939

143

Increase/(decrease) of share capital

19

284

208

Transaction with non-controlling interests*

2

(4,702)

(73)

Dividends paid to Schneider Electric’s shareholders

19

(1,767)

(1,618)

Dividends paid to non-controlling interests

(84)

(157)

TOTAL III - CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES

(3,823)

(1,453)

TOTAL IV - NET FOREIGN EXCHANGE DIFFERENCE

(240)

(70)

TOTAL V - IMPACT OF RECLASSIFICATION OF ITEMS HELD FOR SALE

(4)

(20)

INCREASE/(DECREASE) IN NET CASH AND CASH EQUIVALENTS: I + II + III + IV + V

792

1,400

Net cash and cash equivalents, beginning of the year

18

3,863

2,463

Increase/(decrease) in cash and cash equivalents

792

1,400

NET CASH AND CASH EQUIVALENTS, END OF THE YEAR

18

4,654

3,863

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

*In 2023, transactions with non-controlling interests mainly relate to the purchase of AVEVA’s non-controlling interests.

Operating Activities

NetcashfromoperatingactivitiesbeforechangesinworkingcapitalrequirementreachedEUR5,529millionfor2023,increasingcompared to EUR 5,393 million for 2022. It represented 15.4% of revenues for 2023 (15.8% of revenues from 2022).

Change in working capital requirement generated EUR 378 million in cash in 2023, compared to a consumption of EUR 1,039 million in 2022.

In all, net cash from operating activities increased from EUR 4,354 million in 2022 to EUR 5,907 million in 2023.

Investing Activities

Net capital expenditure, which includes capitalized development projects, increased, at EUR 1,313 million for 2023, compared to EUR 1,024 million for 2022, and representing 3.7% of sales in 2023 compared to 3.0% in 2022.

Free cash-flow (cash from operating activities net of net capital expenditure) amounted to EUR 4,594 million in 2023 versus EUR 3,330 million in 2022.

Cash conversion rate (free cash-flow over net income attributable to the equity holders of the parent company on continuing operations) was 115% in 2023 versus 96% in 2022.

The acquisitions net of disposals represented a cash in of EUR 611 million (net of acquired cash) for 2023, compared with a cash-out of EUR 297 million for 2022. Those amounts correspond mainly to the acquisitions and disposals described in Notes 2.1 and 2.2 of the Consolidated Financial Statements (Chapter 5).

Financing Activities

Net cash outflow from financing activities amounted to EUR 3,823 million during the year 2023, compared to cash outflow of EUR 1,453 million during the year 2022. The variance is mainly due to the purchase of AVEVA’s non-controlling interests for EUR 4.7 billion and bond issuances in 2023 for EUR 3.5 billion (EUR 1.1 billion issued in 2022).

The dividend paid by Schneider Electric was EUR 1,767 million in 2023, compared with EUR 1,618 million in 2022.

Review of the parent company financial statements

In 2023, Schneider Electric SE reported an operating gain of EUR 345 million compared with a gain of EUR 229 million the previous year.

Interest income net of interest expense amounted to EUR 209 million versus EUR (22) million the previous year.

Income from ordinary activities before tax stood at EUR 2,556 million in 2023 compared with an income of EUR 1,709 million in 2022. The variance is mainly explained by the royalty revenues of the Schneider Electric brand increasing by over EUR 74 million and a positive variation of EUR 730 million in financial result.

The net income stood at EUR 2,560 million in 2023 compared with EUR 1,744 million in 2022.

Net equity amounted to EUR 8,197 million at December 31, 2023 compared with EUR 7,213 million at the previous year-end, after taking into account 2023 profit and dividend payments of EUR 1,767 million.

Expected trends in 2024

•   Strong and dynamic market demand to continue on the back of structural megatrends

•   Strong demand for System offers notably driven by trends in Data Centers, Grid Infrastructure investment, and increased investments across Process industries served by both businesses

•   Continued focus on subscription transition in Software and growth in Services

•   A gradual demand recovery for Product offers, weighted towards H2, linked with a recovery in consumer-linked segments, and Discrete automation

•   All four regions to contribute to growth, led by U.S., India and the Middle East

2024 Target

The Group sets its 2024 financial target as follows:

2024 Adjusted EBITA growth of between +8% and +12% organic

The target would be achieved through a combination of organic revenue growth and margin improvement, currently expected to be:

Revenue growth of +6% to +8% organic Adjusted EBITA margin up +40bps to +60bps organic

This implies Adjusted EBITA margin of around 18.0% to 18.2% (including scope based on transactions completed to-date and FX based on current estimation).

2024-2027 Financial targets and longer-term ambitions as announced in 2023 Capital Markets Day

Based on its current view and assuming no major changes to the macro-economic and geopolitical environment, Schneider Electric announced its medium-term financial targets as follows:

2024-27 Financial Targets:

Organic revenue growth of between +7% to +10%, CAGR 2023-2027Organic expansion of Adjusted EBITA margin of around +50 basis points, CAGR 2023-20271              1

Longer-term ambitions:

••• Organic revenue growth of 5%+ on average across the economic cycleTo consistently be a Company of 25Cash conversion ratio3 expected to be around 100%, on average, across the economic cycle2 across the economic cycle

image

14-year CAGR

2Sum of organic revenue growth % and adj. EBITA margin %

3Free Cash Flow as a proportion of Net Income (Group Share)

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