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REGISTRATION DOCUMENT Annual Financial Report and Integrated Report 2018 REGISTRATION DOCUMENT Annual Financial Report and Integrated Report In caring hands 2018 REGISTRATION DOCUMENT Annual Financial Report and Integrated Report This registration document was filed with the Autorité des marchés financiers (French Financial Markets Authority – “AMF”) on 25 April 2019, in accordance with article 212-13 of its General Regulation. It may be used in support of a financial transaction if accompanied by a prospectus approved by the AMF. This document has been prepared by the issuer and is binding for its signatories. The registration document may be viewed free of charge upon request to the Company and on the Company’s website (www.korian.com) and on the AMF’s website (www.amf-france.org). Historical financial information Pursuant to article 28 of European Commission Regulation (EC) No. 809/2004, the following information is included by reference in this registration document: • the key figures given on page 7, and the consolidated financial statements for the financial year ended 31 December 2017, the notes to the financial statements, the Statutory Auditors’ report as presented on pages 143 to 210 of the 2017 registration document filed with the AMF on 26 April 2018 under No. D.18-0411. • the consolidated financial statements for the financial year ended 31 December 2016, the notes to the financial statements, the Statutory Auditors’ report as presented on pages 143 to 204 of the 2016 registration document filed with the AMF on 26 April 2017 under No. D.17-0432. KORIAN • 2018 REGISTRATION DOCUMENT 1 Contents 1 / KORIAN, AN INTEGRATED CARE OPERATOR 5 / ACTIVITIES AND PERFORMANCE ANALYSIS 149 SERVING OLD AGE AND VULNERABILITY 5 5.1 2018 highlights 150 About us 6 5.2 Business growth 150 Our key issues 13 5.3 Review of consolidated results and financial Our strategy 19 situation as at 31 December 2018 152 5.4 Research and development 158 2 / RISK FACTORS 45 5.5 Proposed allocation of profit 2.1 Risk management 46 and dividend payment 158 2.2 Internal control 58 5.6 Material events since the year-end 159 5.7 Foreseeable changes – Outlook 160 3 / NON-FINANCIAL PERFORMANCE REPORT 63 6 / FINANCIAL STATEMENTS 3.1 A CSR strategy driving the Group's social mission 64 AT 31 DECEMBER 2018 161 3.2 Enhancing employee engagement 6.1 Consolidated financial statements and well-being 66 for the year ended 31 December 2018 3.3 Improving the quality of and respect and notes to the financial statements 162 for the environment in facilities 75 6.2 Statutory auditors’ report 3.4 Maintaining seniors’ independence on the consolidated financial statements 217 and freedom of action 79 6.3 Annual financial statements 3.5 Making a positive contribution to ageing well 88 at 31 December 2018 and notes to the financial statements 220 3.6 Facilities that play a key role in the community 92 6.4 Statutory auditors’ report on the annual financial statements 240 3.7 Ensuring ethical and responsible practices 94 6.5 Statutory auditor’s special report on 3.8 Note on the methodology used 97 related party agreements and commitments 243 3.9 Report by the independent third party on the consolidated non-financial statement 7 / INFORMATION ON THE COMPANY, included in the Group management report 99 SHARE CAPITAL AND OWNERSHIP 245 4 / CORPORATE GOVERNANCE 101 7.1 Information on the Company 246 4.1 Implementation of the AFEP-MEDEF 7.2 Information on the share capital 255 Code’s recommendations 102 7.3 Shareholders 261 4.2 The Company’s management 7.4 Korian share information 264 and administration bodies 103 7.5 Conditions for shareholders’ participation 4.3 Compensation 135 in General Meetings 266 8 / ADDITIONAL INFORMATION 267 8.1 Person responsible for the registration document 268 8.2 Entities responsible for auditing the financial statements 269 8.3 Glossary 270 8.4 Cross-reference tables 273 This registration document is inspired by the reference framework published by the International Integrated Reporting Council (IIRC). 2 KORIAN • 2018 REGISTRATION DOCUMENT KORIAN: DRIVEN BY DEDICATION n the space of 15 years, Korian has become Europe’s leading integrated operator of health and care services catering to the elderly and promoting independent living. We can already boast a I long and healthy track record since 2003 as we have built up and reinforced our European identity through various stages of development. The Group’s transformation is an integral part of our strategy, and it gathered momentum in 2018 as we shored up our geographic footprint, increased the density of our network and diversified our business profile. Faced with the challenges of old age and related issues, such as chronic disease and the need for long-term care, Korian develops innovative solutions and diverse services, in order to adapt to the needs and expectations of vulnerable individuals and their loved ones. To lead this transformation, we apply a balanced growth model that relies on the creation of shared value. This model is driven first and foremost by Korian employees. I would like to thank them for their unfailing commitment to their work. It is also driven by our shareholders, who provide us with the resources to invest and expand, and our partners in the public, non-profit, and private sectors, as well as our suppliers and investors who work with us on a daily basis; without them, none of this would be possible. One of the main forces driving our efforts to build a balanced growth model is our commitment to an open and inclusive society. All our facilities are instrumental in helping us promote social inclusion each and every day, and are directly involved in the social and economic fabric of their respective communities. In 2018, we provided care, services or support to more than 300,000 patients and residents, in their homes or in one of our 803 facilities, with a constantly rising level of quality, reflected in particular in the results of the satisfaction survey (96% of the 82,000 participants). We are honoured by this renewed trust. To reinforce and improve these results, we have reinvested two-thirds of our operating free cash flow in innovation, new care services and new forms of care provision. We have stepped up our drive to hire and train staff, with an average of 15 hours of training provided per employee per year and over 2,000 apprenticeships taking place within the Group. Finally, we are actively working with non-profit associations, local authorities and municipalities through our Korian Foundation for Ageing Well and through research partnerships, as we strive to change society’s perception of ageing and promote advances in the treatment and care of those suffering from chronic diseases. We are also committed players in the local economy, with 70% of purchasing made locally. We have been able to finance all this thanks to a strong operating performance driven by 6.4% revenue growth to €3.336 billion, a 30-basis point improvement in the EBITDA margin to 14.3%, allowing for an increased generation of adjusted operating free cash flow. For 2019 and beyond, we remain committed to our local growth strategy, taking advantage of the density of our network and further diversifying our business portfolio to incorporate more home care services, out-patient care and assisted living facilities. We will continue developing in the six countries where we are now present, following our recent entries into Spain and the Netherlands. The men and women of Korian are central to our development, so we will focus our efforts on training our staff and encouraging apprenticeships. We will step up our drive to roll out innovative digital technologies, with plans to build platforms to help us expand our range of out-patient and home care services. Finally, our size and our maturity now make it possible for us to develop concept families and introduce them across Europe. These include “Korian Home”, a city-centre complex of medical units for people experiencing loss of independence, apartments and out-patient centres and services, as well as small residential facilities, such as the Ages & Vie network in France, which provides local solutions adapted to vulnerable individuals in an intergenerational, family-oriented environment. Over 20 new units, built to HEQ standards, are to be launched in 2019. I would like to thank all of you; it is through your support and your trust that we can join forces and move forward. Sophie Boissard Chief Executive Officer of the Korian group, Chairwoman of the Korian Foundation for Ageing Well KORIAN • 2018 REGISTRATION DOCUMENT 3 4 KORIAN • 2018 REGISTRATION DOCUMENT 1 KORIAN, AN INTEGRATED CARE OPERATOR SERVING OLD AGE AND VULNERABILITY ABOUT US 6 OUR KEY ISSUES 13 OUR STRATEGY 19 KORIAN • 2018 REGISTRATION DOCUMENT 5 ABOUT US 6 KORIAN • DOCUMENT DE RÉFÉRENCE 2018 2018 KEY FIGURES 52,000 803 MORE THAN EMPLOYEES FACILITIES 78,000 BEDS 300,000 21% PATIENTS/ PATIENTS AND RESIDENTS RESIDENTS 79% Clinics and home care services Nursing homes and REVENUE 20% assisted living facilities €3.336 billion REVENUE +6.4% vs. 2017 80% EBITDA (% of revenue)1 NET PROFIT, GROUP SHARE2 14.3% €123 million +30bp vs. 2017 +28.1% vs. 2017 OPERATING RESTATED REAL ESTATE FREE CASH FLOW3 LEVERAGE4 PORTFOLIO €204 million 3.0x €1.6 billion +19% vs. 2017 vs. 3.2x in 2017 +33% vs. 2017 1. EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization. Corresponds to EBITDAR excluding rents. 2. 2017 NET PROFIT/LOSS, GROUP SHARE, used to calculate the change is restated for the impact of deferred tax, resulting in a restated 2017 net profit Group share of €96 million compared with €163 million before restatement.
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