79/90
contract with JPB in December of 2011, and subsequently entered into a subcontract with GE Transportation Systems
Global Signaling, LLC (“GE Signaling”) wherein GE Signaling would provide onboard electronics, software and other
components and services related thereto. On November 2, 2015, Alstom Transportation acquired GE Signaling,
including the Caltrain project whereby Alstom Signaling Operations LLC (“Alstom”) became the contracting entity.
On February 20, 2017, JPB terminated Parsons for default based on the alleged significant delay in delivering the
contract. Upon receipt of JPB’s termination notice, Parsons suspended the performance of Alstom under the
subcontract (value $40.2 million (€37.3 million)). Shortly after the termination notice, Parsons filed a lawsuit against
JPB for wrongful termination in the Superior Court of California and JPB counterclaimed for breach of contract. In
December 2017, Alstom was added to the lawsuit by virtue of a crossclaim filed against it by Parsons. In response,
Alstom answered the cross-complaint and filed its own cross-complaint against Parsons. Parsons and JPB subsequently
settled their dispute and Parsons amended its Complaint against Alstom to incorporate JPB’s claims, including
allegations of negligence and negligent misrepresentation.
The trial between Alstom and Parsons began on March 15, 2022, but due to ongoing COVID-19 restrictions in the
California Courts, and a temporary assignment of the Judge, closing arguments did not occur until June 15, 2023. On
November 28, 2023, the Court issued a Proposed Statement of Decision (“PSOD”), which is a preliminary decision,
concluding that Parsons is entitled to payment of $40.1 million (€36.8 million) from Alstom in satisfaction of its claims
brought in the litigation, JPB is entitled to payment of $62.5 million (€57.3 million) from Alstom in satisfaction of its
claims brought in the litigation (and assumed by Parsons); and Alstom is not entitled to any recovery on its causes of
action and claims brought in the litigation. Objections to the PSOD were filed by both Alstom and Parsons. The Court
has scheduled a hearing on May 20, 2024 to hear arguments on one of Alstom’s objections (the remaining objections
submitted by Alstom and Parsons were overruled). Following the hearing, the Court must rule on the outstanding
objection. Alstom has also filed motions pertaining to the JPB/Parsons settlement which the Court must address before
issuing a Final Statement of Decision and Judgment (which may include prejudgment interest) at which point Alstom
will file a Motion for New Trial. Depending on how the Court rules on this motion, a new trial will ensue, or Alstom
will be entitled to file an appeal. To the extent that the aforementioned amounts are included in a Final Statement of
Decision and Judgment issued by the Court, Alstom believes that it has very strong arguments based on well-settled
law in California to overturn a significant portion of such an award in appeal.
South-Africa
On 17 March 2014, Bombardier Transportation South Africa (“BTSA”) entered into an agreement to supply 240 electric
locomotives to Transnet (the “BTSA/Transnet LSA”). The BTSA/Transnet LSA is part of Transnet’s 1064 locomotive
project concluded between Transnet and four Original Equipment Manufacturers, including BTSA.
On 9 March 2021, Transnet and the SIU, alleging unlawfulness and irregularities in the procurement process and
subsequent award of the 1064 locomotive project, launched review application proceedings in the High Court of South
Africa for, amongst other things, the review and setting aside of the respective LSAs concluded with the four Original
Equipment Manufacturers including BTSA. The relief sought by Transnet as it relates to BTSA includes: (i) the review
and setting aside of the BTSA/Transnet LSA; (ii) that Transnet be entitled to retain the locomotives delivered by BTSA;
and (iii) that BTSA be ordered to make restitution to Transnet of the advance payments and profit and/or excess profit
earned in the supply of the locomotives.
Following commercial negotiations between Alstom and Transnet, the parties signed a settlement agreement in August
2023 to which the SIU is a party. The parties are in the process of implementing the settlement agreement, which has
required the independent verification of methodologies used to calculate certain commercial terms agreed in that
settlement agreement. On the conclusion of that verification process, the parties (Transnet, BTSA and the SIU), will
jointly approach the High Court of South Africa to: make the settlement agreement an Order of Court; confirm