31 DECEMBER 2018 SNCF MOBILITÉS GROUP ANNUAL FINANCIAL REPORT SNCF.COM 01 BOARD OF DIRECTORS’ MEETING OF 27 FEBRUARY 2019 SNCF MOBILITÉS GROUP O1 — MANAGEMENT REPORT PAGE 04 O2 — REPORT ON CORPORATE GOVERNANCE PAGE 42 O3 — ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF SNCF MOBILITÉS GROUP PAGE 52 O4 — STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 140 02 MANAGEMENT STATEMENT FOR THE ANNUAL FINANCIAL REPORT LA PLAINE SAINT-DENIS, 27 FEBRUARY 2019, We certify, to the best of our knowledge, that the financial statements as at December 31, 2018 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial position and results of the issuer and all the companies included in the financial statements. the management report presents a true and fair view of the business, results and financial position of the issuer and all the companies included in the consolidation as well as a description of the principal risks and uncertainties we face. GUILLAUME PEPY MATHIAS EMMERICH THE CHAIRMAN EXECUTIVE VICE-PRESIDENT, PERFORMANCE 03 SNCF MOBILITÉS GROUP – 2018 ANNUAL FINANCIAL REPORT O1 — MANAGEMENT REPORT IFRS. In € millions 04 SNCF MOBILITÉS GROUP – 2018 ANNUAL FINANCIAL REPORT 01 – MANAGEMENT REPORT MANAGEMENT – 01 SNCF MOBILITÉS GROUP IN 2018 6 1. MAJOR EVENTS OF 2018 6 2. KEY FIGURES 9 3. SUBSEQUENT EVENTS 9 GROUP RESULTS AND FINANCIAL POSITION 10 1. GENERAL OBSERVATIONS ON GROUP RESULTS 10 2. ACTIVITIES AND RESULTS BY SEGMENT 14 3. NET INVESTMENTS AND NET DEBT 21 4. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND RATIOS 22 5. FINANCIAL RELATIONS WITH THE FRENCH STATE, SNCF RÉSEAU AND LOCAL AUTHORITIES 23 6. EMPLOYEE MATTERS 24 SNCF MOBILITÉS INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES 25 1. INTERNAL CONTROL AND RISK MANAGEMENT 25 2. INTERNAL CONTROL RELATING TO THE PREPARATION AND TREATMENT OF FINANCIAL AND ACCOUNTING INFORMATION 37 CHALLENGES AND OUTLOOK 40 05 SNCF MOBILITÉS GROUP IN 2018 SNCF MOBILITÉS GROUP – 2018 ANNUAL FINANCIAL REPORT SNCF MOBILITÉS GROUP IN 2018 01 – MANAGEMENT REPORT MANAGEMENT – 01 SNCF Mobilités Group comprises EPIC SNCF Mobilités Law 2018-515 of 27 June 2018 for a New Railway Pact enacted and its subsidiaries. EPIC is a State-owned industrial and in the Journal officiel de la République française (the «New commercial institution governed by French law. It was created French Railway Pact” – Nouveau Pacte Ferroviaire) is based pursuant to law no. 82-1153 of 30 December 1982, known on these principles: as the French Orientation Law on Domestic Transport (LOTI), and succeeded the entity formerly known as “Société — Build a new SNCF Group organisation by 1 January 2020, Nationale des Chemins de fer Français”, historically thus transforming it into a major unified and integrated public established under the decree-law of 31 August 1937. group comprising a fully state-owned limited company (société nationale à capitaux publics), SNCF, and two national The LOTI law was amended several times and most recently companies, SNCF Mobilités and SNCF Réseau with the by law 2014-872 of 4 August 2014 relating to rail reform following duties: in France (the “Rail Reform Law”), which came into force on 1 January 2015 and was completed by seven implementing • SNCF Mobilités operates, either directly or through its decrees published in the Journal Officiel (French official subsidiaries, rail transport services and conducts the other gazette) on 11 February 2015. Decree 2015-138 of activities set forth in its by-laws; 10 February 2015 covering the purpose, mandates and by-laws of SNCF Mobilités (the “Decree”) also describes • The state-owned SNCF defines the organisation of the public the administrative organisation of SNCF Mobilités, its financial, group that it comprises with its subsidiaries to fulfil the following accounting and lands management and the economic and duties; financial control exercised by the French State over the EPIC. • The public group as a whole is responsible for (i) operating The Rail Reform Law created a Public Rail Group organised and developing, in a fair and transparent manner, the national into three economically integrated EPICs: rail network in accordance with the public service principles in order to promote rail transport in France, (ii) operating and — SNCF Réseau: Réseau Ferré de France (RFF), SNCF Infra developing, in a fair and transparent manner, passenger train and Rail network operation and management were grouped stations and other service facilities relating to the national rail within SNCF Réseau, and are responsible for managing, network, (iii) fulfilling transversal duties essential to the proper operating and developing the French rail network’s operation of the national rail system for the benefit of all infrastructure. It guarantees fair access to the network the players in this system, particularly to secure the safety of for all rail companies. persons, assets and the rail network and (iv) guarantee national and international passenger and freight transport services; — SNCF Mobilités (formerly “Société Nationale des Chemins de Fer Français”): grouping all the business segments offering • SNCF Réseau is responsible for guaranteeing, in a fair mobility services, SNCF Mobilités carries out all passenger and and transparent manner, directly or through its subsidiaries, freight transport activities as both network operator and in accordance with public service principles and in order stations manager. to promote rail transport in France with a view to sustainable development, regional planning and economic and social — SNCF (parent company): created on 1 December 2014 efficiency, and specifically (i) access to the rail infrastructure as part of the reform and responsible for the Public Rail of the French national rail network, including the allocation Group’s strategic management, oversight, economic coherence, of capacities and the pricing of this infrastructure and (ii) industrial integration and social unity. operational management of the traffic on the French national rail network. 1. MAJOR EVENTS OF 2018 1.1 RAIL SYSTEM REFORM Following the submission of Jean-Cyril Spinetta’s report on the future of French rail transport on 15 February 2018, the French Prime Minister presented a bill on 26 February for a new rail agreement that was adopted by the French National Assembly on 17 April and by the French Senate on 5 June 2018. 06 SNCF MOBILITÉS GROUP – 2018 ANNUAL FINANCIAL REPORT SNCF MOBILITÉS GROUP IN 2018 — The French State will own the entire share capital of SNCF, Changes in impairment losses are recognised under whose securities will be non-transferable. SNCF will own the “Impairment losses” in the consolidated income statement REPORT MANAGEMENT – 01 entire share capital of SNCF Mobilités and SNCF Réseau. for the year ended 31 December 2018. Detailed information The capital of these two companies will be non-transferable. is presented in Note 4.3 to the consolidated financial SNCF, SNCF Réseau and SNCF Mobilités will be subject to statements. the legal provisions applicable to limited liability companies (whose initial by-laws will be determined by decree in the 1.3 DECISION OF THE PARIS APPEAL COURT Conseil d’État and then amended according to the rules On 31 January 2018, the Paris Appeal Court ruled against stipulated in the French Commercial Code). EPIC SNCF Mobilités relating to claims filed by former employees. The Group decided not to appeal. SNCF — Passenger station management activities will be Mobilités paid these penalties in March 2018 and recognised centralised in an SNCF Réseau subsidiary with organisational, an expense that impacted 2018 gross profit. At the same decision-making and financial independence. time, the provision previously set aside for the litigation was reversed in the 31 December 2018 financial statements. — Amend the salary organisation while ceasing, as from The net impact on the income statement was immaterial 1 January 2020, to recruit personnel with railway worker status. (see Note 4.5.2 to the consolidated financial statements). Current employees may continue to benefit from this status. At the same time as this transformation, negotiations will be 1.4 STRIKE IMPACTS conducted in connection with the railway division. On 22 March 2018, certain employees of EPIC SNCF Mobilités launched a strike action, with two days of strike action every — Secure the continuity and improve the quality, efficiency five days for a total of 39 days from 3 April until 28 June 2018, and performance of French passenger rail transport public in protest at the plans to reform the French rail system. services and guarantee its opening to competition, particularly This action had major impacts for SNCF Group customers by granting passenger rail transport public service contracts and financial repercussions within certain group activities. in accordance with advertising and competition rules. Accordingly, under the New Railway Pact, the French rail 1.5 DISPOSAL OF FONCIÈRE VESTA network can be opened to competition depending on the The SNCF Mobilités Group sold 80% of its shares in the real activity between 3 December 2019 and 24 December 2023. estate subsidiary, Foncière Vesta, held by ICF Novedis. This sale For example: to an external investor for €659 million generated a total capital gain of €766 million, of which €153 million for the fair value • for passenger rail transport services, Île-de-France Mobilités remeasurement of the previously held interest. This transaction may award public service contracts relating to these services enabled the Group to reduce its net debt by €932 million. in accordance with advertising and competition rules; As of 31 December 2018, the Vesta entity is consolidated nder the equity method in the Group’s consolidated financial • the French State may award public service contracts statements. relating to French national passenger rail transport services in accordance with advertising and competition rules; and Additional information is presented in Notes 4.1.5 and 4.2. to the consolidated financial statements for the year ended • the regions may award public service contracts relating 31 December 2018.