GROUPE KEOLIS S.A.S. FINANCIAL REPORT 2015 CONTENTS 1. MANAGEMENT REPORT ...................................3 Management report from the President of the Board of Directors on the consolidated and statutory accounts for the year ended 31st December 2015 ....................................................... 4 2. CONSOLIDATED FINANCIAL STATEMENTS ..............................................................9 Key figures for the Group ..............................................10 Consolidated financial statements .............................11 Notes to the consolidated financial statements .....16 Statutory auditors’ report on the consolidated financial statements ........................................................65 3. UNAUDITED MANAGEMENT FINANCIAL STATEMENTS ..............................67 Key figures .........................................................................68 Income statement ...........................................................69 Statement of financial position ....................................70 Statement of cash flows ................................................71 4. ANNUAL FINANCIAL STATEMENTS ...........................................................73 Financial statements at 31 December 2015 ............ 74 Notes to the annual financial statements ................ 78 Statutory auditors’ report on the Financial Statements ...................................................... 86 1. MANAGEMENT Report CONTENTS 4 • SIGNIFICANT EVENTS SINCE A Management report from the President THE END OF THE YEAR ........................7 of the Board of Directors ................ 4 5 • CORPORATE GOVERNANCE ...................7 1 • ACTIVITY .................................... 4 5.1 Members of the Supervisory Board ..............8 1.1 Highlights of the financial year ................... 4 5.2 Internal committees within 2 • NOTES ON FINANCIAL STATEMENTS AND the Supervisory Board ..........................8 RESULTS .....................................5 5.3 Group Executive Committee ....................8 2.1 Consolidated financial statements ...............5 5.4 Capital and shareholdings ......................8 2.2 Annual financial statements .....................6 6 • PRESENTATION OF RESOLUTIONS 2.3 Subsidiaries and investments ...................6 PROPOSED FOR ADOPTION 2.4 Notification of major holdings and takeovers .....6 BY SHAREHOLDERS ...........................8 2.5 Research and development activity ..............6 6.1 Allocation of income ...........................8 2.6 Information on supplier payment settlement ......7 6.2 Agreements covered by the article 3 • FORESEEABLE TRENDS L227-10 of the Commercial Code ................8 AND FUTURE OUTLOOK ...................... 7 3 1. MANAGEMENT REPORT Management report from the President of the Board of Directors on the consolidated and statutory accounts for the year ended A 31st December 2015 Ordinary Annual General Meeting of 11 May 2016 Ladies and Gentlemen, main characteristics of this amendment are: ◗ an increase in the maximum amount from €800 million to €900 In accordance with legal, regulatory and statutory requirements, million, we submit for your approval the consolidated and annual finan- ◗ an adjustment of the financial conditions to correspond to the cial statements for the financial year ended 31st December 2015 current market, which are more favourable, and report to you on the activities of our Company and its sub- ◗ an extension of the maturity until 11 June 2020, sidiaries during the year. ◗ a provision under which Keolis may extend the maturity by an additional year, in 2016 and 2017, subject to the approval of Your auditors will also read their reports to you. the entire financing syndicate. Maturity could thereby be extended until 11 June 2022. This report reviews the various items of information as required by applicable regulations and information on corporate gover- By virtue of the principle of debt continuity, the implementation nance. of the amendment did not give rise to any reimbursement of the nominal amount. At 31 December 2015 the drawn amount of the loan was €600 1 • ACTIVITY million, with the remaining undrawn amount of €300 million. 1.1 Highlights of the financial year Acquisition of ATE in Australia On 1 May 2015, Keolis Downer (51%-owned by Keolis and 49% Business activity and development by Downer EDI), Australia’s largest light rail operator, acquired Australian Transit Enterprises (ATE), one of the country’s Notable 2015 events in Keolis in France were the renewal of its biggest bus operators. contracts in Le Mans, Châteauroux, Vesoul, on the Blanc Argent As a result of this acquisition, Keolis Downer has become the line (railway operating licence), and contract extensions in Lorient leading privately-owned multi-modal public transport operator and Arras. in Australia. Established in 1974 as a family business, ATE has since conti- EFFIA notably won the parking operations of the Marseille nued to grow, generating revenue of approximately AUD 190 beaches and successfully launched P+R activities in Bordeaux million (€136 million) in 2014. Headquartered in Brisbane, ATE (5,500 spaces). operates a fleet of nearly 1,000 buses and runs urban, inter-city and school services in three states: South Australia (Adelaide), In Continental Europe, Keolis renewed the Hellweg-Netz contract Western Australia (Perth) and Queensland (Brisbane). The com- in Germany, won the Odense bus contract and Aarhus tram pany currently employs 1,600 people. contract in Denmark, won the Zwenzwoka railway tender and As the 5th largest private bus operator in Australia, ATE consists Utrecht bus tender in the Netherlands and won the Dalarna bus of 4 business divisions: contract in Sweden. In the United Kingdom, Keolis opened two ◗ Path Transit, providing timetabled route and school bus ser- new tram lines in Nottingham, almost doubling the size of the vices in the suburbs of Perth (Western Australia); network. In North America, Keolis renewed the urban contract ◗ S outhlink, providing timetabled route and school bus services for MRC Les Moulins in Canada and the railway operating in metropolitan Adelaide (South Australia); contract VRE in the USA. ◗ L inkSA, providing timetabled route, school, special bus and dial-a-ride services within 100 km of Adelaide (South Australia); In the field of new connected mobility solutions, Keolis created ◗ Hornibrook , providing timetabled route and school bus ser- the subsidiary Kisio, bringing together the Group’s skills in vices in the suburbs of Brisbane (Queensland). Solutions and Services around five expertise hubs (analytics with Kisio Analysis, forecasting with Kisio Consulting, operations with Lille ticketing system Kisio Services, scientific and industrial with Kisio Solutions and In Lille, malfunctions of the ticketing system delivered by Parkeon digital with Kisio Digital) and continues to develop new services resulted in its late implementation compared to the initial contrac- projects for all public transport authorities. tual schedule. Lille Métropole (LMCU renamed MEL) decided to introduce it into service in June 2013 against the advice of Keolis Amendment to syndicated loan agreement who had refused acceptance. This resulted in a shortfall in Keolis On 11 June 2015, GROUPE KEOLIS S.A.S. signed an amend- Lille’s revenue. In these circumstances the courts appointed an ment to the syndicated loan agreement dated 12 July 2013. The expert in December 2014 to determine the origin of the flaws 4 1. MANAGEMENT REPORT and appraise their financial impact. The expertise is currently Continental Europe zones have not fully counterbalanced the poor ongoing and will continue during 2016. results of North America, Australia and New Territories). An action plan has been established and is currently being deployed to The Group’s financial results boost North America and in particular re-establish profitability on the Boston contract. The Group’s turnover for 2015 amounted to €5,002.5 million, an Operational costs of the holding company are €8.7 million higher increase of €543.4 million, or 12.2%, on 2014. than in 2014, of which 4.3 million relates to the unwinding of diesel hedges. The currency impact is positive at +€73.8 million in particular due to the depreciation of the euro against sterling and the US dollar. Recurrent operating profit stands at €91.0 million, down 13.1% in The consolidation scope effect is +€153.0 million, due to the relation to 2014. One of the reasons for this is the entry into force acquisition of Striebig and the disposal of Transévry in France, the of a new agreement relating to payments due on retirement. acquisition of ATE in Australia and various acquisitions by EBH in Belgium (Doppagen/Sanglier, Schloemer, Dislaire/Ourthe, Van Net income (Group share) for 2015 amounts to €33.3 million Rompaye) and the tie-up with Nettbuss in Denmark. compared with €26.0 million in 2014. The portfolio impact of contracts won and lost stands at +€172.1 Cash flow generation is -€126.0 million in 2015 (including -€125.5 million, comprising -€13.0 million in France and +€185.1 million million due to acquisitions) versus +€7.4 million in 2014. abroad. In France we can note the loss of the public service dele- gation contracts in Aix-les-Bains, CDG-Val and Concarneau. The consolidated net debt of GROUPE KEOLIS S.A.S. amounts Outside France, it is worth noting the effect of a full year of opera- to €791.3 million at the end of 2015 compared to €607.7 million tions on the Boston contract (+€118