KEOLIS S.A. FINANCIAL REPORT 2015 CONTENTS 1. MANAGEMENT REPORT .................................... 3 Management Report of the Board of Directors at the Annual General Meeting on 12 April 2016 ...................................................................4 Appendix 1 ............................................................................9 Appendix 2 ......................................................................... 26 Appendix 3 ......................................................................... 27 Appendix 4 ......................................................................... 27 2. CONSOLIDATED FINANCIAL STATEMENTS ............................... 29 Key figures for the Group ............................................... 30 Consolidated financial statements .............................. 31 Notes to the consolidated financial statements .......................................................................... 36 Statutory auditors’ report on the consolidated financial statements .............................. 86 3. UNAUDITED MANAGEMENT FINANCIAL STATEMENTS ............................... 89 Key figures .......................................................................... 90 Income statement ............................................................ 91 Statement of financial position ..................................... 92 Statement of cash flows ................................................. 93 4. ANNUAL FINANCIAL STATEMENTS ........ 95 Financial statements at 31 December 2015 ............ 96 Notes to the Annual Financial Statements ............100 Information on subsidiaries and non-consolidated investments ..........................113 Statutory auditors’ report on the financial statements .........................................128 1. MANAGEMENT REPort CONTENTS A Management Report of the Board of Directors ............................................ 4 B Appendices ................................................................................. 9 Appendix 1 Non-financial data. 9 Appendix 2 List of terms of office or functions performed in 2015 in other companies by the executive officers of Keolis ...................................................................26 Appendix 3 Summary of delegations of powers and authorities granted by the General Assembly of the Board with regard to capital increases ...........................................................27 Appendix 4 Table of earnings for the past five financial years .......................................................27 3 1. MANAGEMENT REPORT Management Report of the Board of Directors A at the Annual General Meeting on 12 April 2016 Ladies and Gentlemen, Australian Transit Enterprises (ATE), one of the country’s biggest bus operators. We have convened this Ordinary Annual General Meeting, in As a result of this acquisition, Keolis Downer has become the accordance with legal, regulatory and statutory requirements to leading privately-owned multi-modal public transport operator report to you on the activities of our Company during the year in Australia. ended 31st December 2015 and submit for your approval the Established in 1974 as a family business, ATE has since conti- annual and consolidated accounts of that year. nued to grow, generating revenue of approximately AUD 190 million (€136 million) in 2014. Headquartered in Brisbane, ATE In addition, your Auditors will also read their reports to you. operates a fleet of nearly 1,000 buses and runs urban, inter-city and school services in three states: South Australia (Adelaide), For our part, we are at your disposal to provide any clarification Western Australia (Perth) and Queensland (Brisbane). The com- and further information that you might find desirable. pany currently employs 1,600 people. As the 5th largest private bus operator in Australia, ATE consists We will review below, successively, the various items of informa- of 4 business divisions: tion as required by applicable regulations. ◗ Path Transit, providing timetabled route and school bus ser- vices in the suburbs of Perth (Western Australia); ◗ Southlink, providing timetabled route and school bus services • HIGHLIGHTS OF THE FINANCIAL YEAR in metropolitan Adelaide (South Australia). ◗ LinkSA, providing timetabled route, school, special bus and Business activity and development dial-a-ride services within 100km of Adelaide (South Australia); ◗ Hornibrook, providing timetabled route and school bus ser- Notable 2015 events in Keolis in France were the renewal of its vices in the suburbs of Brisbane (Queensland). contracts in Le Mans, Châteauroux, Vesoul, on the Blanc Argent line (railway operating licence), and contract extensions in Lorient Lille ticketing system and Arras. In Lille, malfunctions of the ticketing system delivered by Parkeon In Continental Europe, Keolis renewed the Hellweg-Netz contract resulted in its late implementation compared to the initial contrac- in Germany, won the Odense bus contract and Aarhus tram tual schedule. Lille Métropole (LMCU renamed MEL) decided to contract in Denmark, won the Zwenzwoka railway tender and introduce it into service in June 2013 against the advice of Keolis Utrecht bus tender in the Netherlands and won the Dalarna bus who had refused acceptance. This resulted in a shortfall in Keolis contract in Sweden. In the United Kingdom, Keolis opened two Lille’s revenue. In these circumstances the courts appointed an new tram lines in Nottingham, almost doubling the size of the expert in December 2014 to determine the origin of the flaws network. In North America, Keolis renewed the urban contract and appraise their financial impact. The expertise is currently for MRC Les Moulins in Canada and the railway operating ongoing and will continue during 2016. contract VRE in the USA. The Group’s financial results for 2015 In the field of new connected mobility solutions, Keolis esta- blished the subsidiary Kisio, bringing together the Group’s skills The Group’s turnover for 2015 amounted to €4,817 million, an in Solutions and Services around five expertise hubs (analytics increase of €542 million, or 12.7%, on 2014. with Kisio Analysis, forecasting with Kisio Consulting, operations with Kisio Services, scientific and industrial with Kisio Solutions The currency impact is positive at +€73.8 million in particular due and digital with Kisio Digital) and continues to develop new ser- to the depreciation of the euro against sterling and the US dollar. vices projects for all public transport authorities. The consolidation scope effect is +153.0 million, due to the acquisition of Striebig and the disposal of Transévry in France, Reimbursement of CRPP the acquisition of ATE in Australia and various acquisitions by EBH in Belgium (Doppagne/Sanglier, Schloemer, Dislaire/ In September 2015, Keolis paid back the €100 million five year Ourthe, Van Rompaye) and the tie-up with Nettbuss in Denmark. credit facility arranged in September 2010 with the Caisses Régionales du Crédit Agricole. The portfolio impact of contracts won and lost stands at +€172.1 million, comprising -€13.0 million in France and +€185.1 million Acquisition of ATE in Australia abroad. In France we can note the loss of the public service delegation contracts in Aix-les-Bains, CDG-Val and Concarneau. On 1 May 2015, Keolis Downer (51%-owned by Keolis and 49% Outside France, it is worth noting the effect of a full year of ope- by Downer EDI), Australia’s largest light rail operator, acquired rations on the Boston contract (+€118 million), the DLR contract 4 1. MANAGEMENT REPORT in London (+€95 million) and the loss of E23 in Sweden (-€27 • CONSOLIDATED FINANCIAL million). STATEMENTS Excluding foreign exchange impact and change in reporting The consolidated financial statements are prepared in accor- scope, revenue is up +€315 million / +7.4%. dance with IFRS as adopted by the European Union. Organic growth within existing contracts stands at +€145.7 Revenues from ordinary activities amount to €4,836 million. million +3.4%, comprising -€20.2 million for France (large networks +€11.9 million, major urban +€5.5 million, Territories After taking into account all operating costs, operating profit after -€2.3 million, Ile-de-France +€5.0 million), and +€126.5 million investments under the equity method amounts to €59 million. for international activities (+€4.8 million in the UK, +€33.7 million in Continental Europe, +€15.7 million in North America and Consolidated net profit (group share) amounts to €12 million. +€72.6 million in Australia). Recurrent consolidated EBITDA stands at €227.2 million, up • ANNUAL FINANCIAL STATEMENTS +€13.3 million, or +6.2%, on the previous year. The currency impact accounts for -€5.2 million. The financial statements of the Company are prepared in accor- The consolidation scope effect improves recurring EBITDA by dance with French GAAP. +€19.0 million, comprising +€3.7 million in France (including +€3.4 million for the acquisition of Striebig) and +€15.3 million Operating profit/(loss), including share of joint ventures, was outside France (+€4.2 million for the Belgian acquisitions, +€2.8 (€17,757) thousand compared with (€15,769) thousand in 2014. million for the Nettbuss tie-up in Denmark and +€8.3 million for ATE in Australia). Financial income amounted to €40,858 thousand as against €17,181 thousand in 2014. The organic variation of EBITDA including portfolio growth stands at -€5.1M€ / -2.3%, with +€10,9 million coming from After the posting of an exceptional loss of €890 thousand and