FINANCIAL REPORT AS OF DECEMBER 31, 2017 1 MANAGEMENT REPORT Board of directors’ management report on the 2017 consolidated and statutory financial statements .................3 2 CONSOLIDATED FINANCIAL STATEMENTS Consolidated financial statements as of December 31, 2017 .............................................................................17 Statutory auditors’ report on the consolidated financial statements ...............................................................73 3 TRANSDEV GROUP S.A. STATUTORY ACCOUNTS Statutory financial statements as of December 31, 2017 ..................................................................................77 Statutory auditors’ report on the statutory financial statements ....................................................................95 BOARD OF DIRECTORS’ MANAGEMENT REPORT ON THE 2017 CONSOLIDATED AND STATUTORY FINANCIAL STATEMENTS TO THE ORDINARY GENERAL MEETING 3 CONTENTS ..................................................................................................................................................................................................................................................... MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS . .6 KEY FIGURES – CONSOLIDATED FINANCIAL STATEMENTS . .6 GROUP KEY FIGURES . .6 GROUP PERFORMANCE IN 2017 . .6 FORESEEABLE TRENDS AND OUTLOOK . .8 RECENT DEVELOPMENTS AND SUBSEQUENT EVENTS . .8 RESEARCH AND DEVELOPMENT . .8 KEY FACTORS . .8 MANAGEMENT REPORT ON THE STATUTORY FINANCIAL STATEMENTS . .9 KEY FIGURES - STATUTORY FINANCIAL STATEMENTS . .9 BUSINESS ACTIVITIES OF THE COMPANY . .9 FORESEEABLE TRENDS AND OUTLOOK . .9 NEW INVESTMENTS AND DISPOSALS DURING THE FISCAL YEAR . .9 EXISTING BRANCHES . .9 POST-CLOSING EVENTS . .9 RESEARCH AND DEVELOPMENT ACTIVITIES . .9 MISCELLANEOUS INFORMATION . .9 REPORT ON CORPORATE GOVERNANCE . .10 EMPLOYEE SHAREHOLDING . .14 DIRECTOR’S FEES . .15 PROPOSED APPROPRIATION OF INCOME FOR 2017 . .15 AGREEMENTS ENTERED INTO BETWEEN SENIOR MANAGERS OR SIGNIFICANT SHAREHOLDERS OF THE COMPANY AND A SUBSIDIARY 15 AMOUNT OF LOANS GRANTED BY THE COMPANY THAT ARE ANCILLARY TO ITS MAIN BUSINESS . .15 INFORMATION ON TRANSDEV GROUP PAYMENT PERIODS . .15 RATIFICATION OF THE TRANSFER OF THE REGISTERED OFFICE . .16 APPENDIX . .16 RESULTS (AND OTHER KEY FIGURES) OF THE COMPANY DURING THE LAST FIVE FISCAL YEARS . .16 Transdev • Financial Report 2017 5 MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS ..................................................................................................................................................................................................................................................... KEY FIGURES – CONSOLIDATED FINANCIAL STATEMENTS FISCAL YEAR 2016 FISCAL YEAR 2017 (€ millions) (12 MONTHS) (12 MONTHS) Revenue from ordinary activities 6,669.6 6,643.2 EBITDA (Earnings before interest, taxes, depreciation and amortization) (1) 392.1 417.8 Current operating result (1) 123.7 138.3 Net income 67.9 76.6 Net income – Group share 65.8 75.9 Net financial debt (NFD) 592.3 527.5 (1) Note VII.4.1.2. of the notes to the consolidated financial statements describes the reconciliation of EBITDA to current operating result and operating result. GROUP PERFORMANCE IN 2017 GROUP KEY FIGURES The financial results for 2017 reflect the continued improvement of Trans- • The Group operates in 19 countries dev Group’s operational performance; the main profitability indicators (EBITDA, Current Operating Result and Net income – Group share) are • Annual revenue : € 6,643 million progressing; in contrast, the Revenue from ordinary activities decreased slightly, primarily penalized by an unfavorable exchange rate impact on foreign currencies. • 74,309 employees (1) The Group posted a Current Operating Result (COR) of €138.3 million, bolstered by the operational performance of the public transportation business in numerous locations; this strong financial result has made it possible to offset an increase in provisions for claims and litigation in the 2017 REVENUE - 12 MONTHS USA (provisions are presented in note VII.7.2 to the Group consolidated & NUMBER OF EMPLOYEES IN 2017 (1) financial statements). 75,214 74,309 €6,670M €6,643M In 2017, the Group continued its efforts to adapt to changes in its purely commercial activities (B2C) by improving its products, by pursuing a phase-out strategy from a number of projects and by rationalizing its operating costs. The implementation of these action plans, in a compe- titive environment that remains fierce, significantly improved the results of these activities and contributed to increase the Group’s profitability. This performance, combined with a close monitoring of investments and working capital requirement, enabled the Group to reduce its Net Finan- 2016 2017 Employees Employees cial Debt (NFD) by €65 million during the year. Revenues Revenues 2016 2017 (1) Figures do not include the contribution of part state-owned corporations (Sociétés d’Economie Mixte). Data on the number of employees are stated as a weighted average number of employees and do not include discontinued operations or employees of joint ventures and associates. 6 Transdev • Financial Report 2017 MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS ..................................................................................................................................................................................................................................................... BUSINESS DEVELOPMENT AND ACTIVITIES GROUP ACTIVITIES AND RESULTS IN 2017 The Group continued its development during the year in numerous geo- The Group’s consolidated revenue reached €6,643 million in 2017, it has graphical areas. been adversely affected by a foreign exchange impact of €30 million due to the depreciation of the US, British and Swedish currencies. France Excluding this foreign exchange impact, revenue increased thanks to the • In Île-de-France, the type 3 contracts (CT3) were approved by Île- commencement of the Artois Gohelle contract and the acquisition of de-France Mobilités; they entered into effect on January 1, 2017. Urbis Park in France, the full-year effect of the Wellington contract in New • Transdev renewed the Le Havre contract for six years. Zealand and the strong momentum of Swedish activities. • The Group, via Urbis Park, submitted several successful tender bids . for on-street parking management (in particular in Paris and Bor- deaux) and now manages 155,000 parking spaces in 10 cities in France. BREAKDOWN OF THE 2017 REVENUE BY LOCATION Netherlands • In the Amsterdam region, the new Amstelland-Meerlanden contract 8% 39% started in December 2017. 6% • The Noord-Holland-Noord contract was renewed for a term of 10 years. 8% France US/Canada Netherlands In New Zealand, the contract to operate Auckland rail network was exten- 9% Germany Australia/NZ ded for a period of 30 months. Sweden 12% 18% Others In the USA, the Group was awarded a bus rapid transit (BRT) contract for the new Tappan Zee bridge in New York, as well as the IndyGo paratransit contract in Indiana. At year-end 2017, EBITDA totaled €418 million, i.e. a margin of 6.3% of reve- nue, which is an improvement compared to 2016. Innovation remains at the heart of the Group’s commercial policy: • With the growth of electric mobility, in particular in the Netherlands Current Operating Result (COR) reaches €138.3 million at year-end versus with the implementation of the Amstelland-Meerlanden contract; €123.7 million in 2016. • In the autonomous vehicles business, the Group signed partnerships Despite these good results, revised long-term forecasts for certain geogra- with Renault, Delphi and Lohr in 2017; moreover, two projects were phical areas led the Group to recognize fair value revaluations or impairment launched with the ultimate aim of having completely electric auto- of goodwill and intangible assets for a total of €27.1 million. The main impacts nomous vehicles operate on public roads (Rouen and Saclay). are related to B2C activities in the USA. Transdev Group was thus awarded two “French Mobility” innovation The cost of the Net Financial Debt totaled €20.3 million for the fiscal year. prizes by the French Transport Ministry for the car@scol project initiated by Transdev in association with the Groupeer start-up, and the SISMO The level of Net Financial Debt has been lowered to €527.5 million at year- (Integrated System for Mobility Services in the Oise Département) project end 2017, which provides the Group with renewed leeway to pursue organic with the Syndicat Mixte des Transports Collectifs de l’Oise (Public Trans- and external growth operations. port Authority for the Oise Département – “SMTCO”). Transdev • Financial Report 2017 7 MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS ..................................................................................................................................................................................................................................................... FORESEEABLE TRENDS AND OUTLOOK In 2017, the Group’s innovation activities continued to expand: • within Digital Factory; The 2017-2023 strategic plan submitted to Transdev Group’s Board of • in the management of autonomous vehicles; Directors substantiates a positioning on the mobility chain, which increa- • by investing in start-ups. singly combines both collective and individual means of transportation. The plan focuses on the following