2015 Groupe Keolis SAS financial report

Transcription

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.
onsolidated financial
C
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.
naudited management
U
financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Key figures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Income statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Statement of financial position. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Statement of cash flows.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
4.
nnual Financial
A
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
A
4 • SIGNIFICANT EVENTS SINCE
THE END OF THE YEAR . . . . . . . . . . . . . . . . . . . . . . . . 7
anagement report from the President
M
of the Board of Directors . . . . . . . . . . . . . . . . 4
5 • CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . 7
5.1 Members of the Supervisory Board . . . . . . . . . . . . . . 8
5.2 Internal committees within
the Supervisory Board. . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.3 Group Executive Committee . . . . . . . . . . . . . . . . . . . . 8
5.4 Capital and shareholdings . . . . . . . . . . . . . . . . . . . . . . 8
1 • ACTIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.1 Highlights of the financial year . . . . . . . . . . . . . . . . . . . . 4
2 • NOTES ON FINANCIAL STATEMENTS AND
RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Consolidated financial statements. . . . . . . . . . . . . . . 5
2.2 Annual financial statements. . . . . . . . . . . . . . . . . . . . . 6
2.3 Subsidiaries and investments . . . . . . . . . . . . . . . . . . . 6
2.4 Notification of major holdings and takeovers . . . . . 6
2.5 Research and development activity. . . . . . . . . . . . . . 6
2.6 Information on supplier payment settlement. . . . . . 7
6 • PRESENTATION OF RESOLUTIONS
PROPOSED FOR ADOPTION
BY SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.1 Allocation of income . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.2 Agreements covered by the article
L227-10 of the Commercial Code. . . . . . . . . . . . . . . . 8
3 • FORESEEABLE TRENDS
AND FUTURE OUTLOOK . . . . . . . . . . . . . . . . . . . . . . . 7
3
1. Management Report
A
Management report from the President of the Board of Directors
on the consolidated and statutory accounts for the year ended
31st December 2015 Ordinary Annual General Meeting of 11 May 2016
Ladies and Gentlemen,
main characteristics of this amendment are:
◗a
n increase in the maximum amount from €800 million to €900
million,
In accordance with legal, regulatory and statutory requirements,
we submit for your approval the consolidated and annual financial statements for the financial year ended 31st December 2015
and report to you on the activities of our Company and its subsidiaries during the year.
◗a
n adjustment of the financial conditions to correspond to the
current market, which are more favourable,
◗a
n extension of the maturity until 11 June 2020,
◗a
provision under which Keolis may extend the maturity by an
additional year, in 2016 and 2017, subject to the approval of
the entire financing syndicate. Maturity could thereby be
extended until 11 June 2022.
Your auditors will also read their reports to you.
This report reviews the various items of information as required
by applicable regulations and information on corporate governance.
By virtue of the principle of debt continuity, the implementation
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
million, with the remaining undrawn amount of €300 million.
1 • ACTIVITY
1.1 Highlights of the financial year
Acquisition of ATE in Australia
On 1 May 2015, Keolis Downer (51%-owned by Keolis and 49%
by Downer EDI), Australia’s largest light rail operator, acquired
Australian Transit Enterprises (ATE), one of the country’s
biggest bus operators.
As a result of this acquisition, Keolis Downer has become the
leading privately-owned multi-modal public transport operator
in Australia.
Established in 1974 as a family business, ATE has since continued to grow, generating revenue of approximately AUD 190
million (€136 million) in 2014. Headquartered in Brisbane, ATE
operates a fleet of nearly 1,000 buses and runs urban, inter-city
and school services in three states: South Australia (Adelaide),
Western Australia (Perth) and Queensland (Brisbane). The company currently employs 1,600 people.
As the 5th largest private bus operator in Australia, ATE consists
of 4 business divisions:
◗P
ath Transit, providing timetabled route and school bus services in the suburbs of Perth (Western Australia);
◗S
outhlink, providing timetabled route and school bus services
in metropolitan Adelaide (South Australia);
◗L
inkSA, providing timetabled route, school, special bus and
dial-a-ride services within 100 km of Adelaide (South Australia);
◗H
ornibrook, providing timetabled route and school bus services in the suburbs of Brisbane (Queensland).
Business activity and development
Notable 2015 events in Keolis in France were the renewal of its
contracts in Le Mans, Châteauroux, Vesoul, on the Blanc Argent
line (railway operating licence), and contract extensions in Lorient
and Arras.
EFFIA notably won the parking operations of the Marseille
beaches and successfully launched P+R activities in Bordeaux
(5,500 spaces).
In Continental Europe, Keolis renewed the Hellweg-Netz contract
in Germany, won the Odense bus contract and Aarhus tram
contract in Denmark, won the Zwenzwoka railway tender and
Utrecht bus tender in the Netherlands and won the Dalarna bus
contract in Sweden. In the United Kingdom, Keolis opened two
new tram lines in Nottingham, almost doubling the size of the
network. In North America, Keolis renewed the urban contract
for MRC Les Moulins in Canada and the railway operating
contract VRE in the USA.
In the field of new connected mobility solutions, Keolis created
the subsidiary Kisio, bringing together the Group’s skills in
Solutions and Services around five expertise hubs (analytics with
Kisio Analysis, forecasting with Kisio Consulting, operations with
Kisio Services, scientific and industrial with Kisio Solutions and
digital with Kisio Digital) and continues to develop new services
projects for all public transport authorities.
Lille ticketing system
In Lille, malfunctions of the ticketing system delivered by Parkeon
resulted in its late implementation compared to the initial contractual schedule. Lille Métropole (LMCU renamed MEL) decided to
introduce it into service in June 2013 against the advice of Keolis
who had refused acceptance. This resulted in a shortfall in Keolis
Lille’s revenue. In these circumstances the courts appointed an
expert in December 2014 to determine the origin of the flaws
Amendment to syndicated loan agreement
On 11 June 2015, GROUPE KEOLIS S.A.S. signed an amendment to the syndicated loan agreement dated 12 July 2013. The
4
and appraise their financial impact. The expertise is currently
ongoing and will continue during 2016.
Continental Europe zones have not fully counterbalanced the poor
results of North America, Australia and New Territories). An action
plan has been established and is currently being deployed to
boost North America and in particular re-establish profitability on
the Boston contract.
Operational costs of the holding company are €8.7 million higher
than in 2014, of which 4.3 million relates to the unwinding of diesel
hedges.
The Group’s financial results
The Group’s turnover for 2015 amounted to €5,002.5 million, an
increase of €543.4 million, or 12.2%, on 2014.
The currency impact is positive at +€73.8 million in particular due
to the depreciation of the euro against sterling and the US dollar.
The consolidation scope effect is +€153.0 million, due to the
acquisition of Striebig and the disposal of Transévry in France, the
acquisition of ATE in Australia and various acquisitions by EBH in
Belgium (Doppagen/Sanglier, Schloemer, Dislaire/Ourthe, Van
Rompaye) and the tie-up with Nettbuss in Denmark.
Recurrent operating profit stands at €91.0 million, down 13.1% in
relation to 2014. One of the reasons for this is the entry into force
of a new agreement relating to payments due on retirement.
Net income (Group share) for 2015 amounts to €33.3 million
compared with €26.0 million in 2014.
The portfolio impact of contracts won and lost stands at +€172.1
million, comprising -€13.0 million in France and +€185.1 million
abroad. In France we can note the loss of the public service delegation contracts in Aix-les-Bains, CDG-Val and Concarneau.
Outside France, it is worth noting the effect of a full year of operations on the Boston contract (+€118 million), the DLR contract in
London (+€95 million) and the loss of E23 in Sweden (-€27 million).
Cash flow generation is -€126.0 million in 2015 (including -€125.5
million due to acquisitions) versus +€7.4 million in 2014.
The consolidated net debt of GROUPE KEOLIS S.A.S. amounts
to €791.3 million at the end of 2015 compared to €607.7 million
at the end of 2014. The increase is essentially a consequence of
the Group’s active external growth policy.
Excluding foreign exchange impact and change in reporting
scope, revenue is up +€319.3 million / 7.2%.
2•N
OTES ON FINANCIAL
STATEMENTS AND RESULTS
Organic growth within existing contracts stands at +€147.2 million
or +3.3%, comprising +€19.9 million for France (large networks
+€11.9 million, major urban +€5.5 million, Territories -€2.6 million,
Ile-de-France +€5.0 million), +€1.4 million for EFFIA (+€4.7 million
for Parking and Others and -€3.4 million for Kisio) and +€126.6
million for international activities (+€4.8 million in the UK, +€33.7
million in Continental Europe, +€15.7 million in North America and
+€72.6 million in Australia).
2.1 Consolidated financial statements
The consolidated financial statements are prepared in accordance with IFRS as adopted by the European Union.
Revenues from ordinary activities amount to €5,022 million.
After taking into account all operating costs, operating profit after
income from investments under the equity method amounts to
€73.8 million.
Recurrent EBITDA stands at €296.2 million, up €18.3 million, or
+6.6%, on the previous year. The currency impact accounts for
-€5.2 million.
The consolidation scope effect improves recurring EBITDA by
+€19.0 million, comprising +€3.7 million in France (including +€3.4
million for the acquisition of Striebig) and +€15.3 million outside
France (+€4.2 million for the Belgian acquisitions, +€2.8 million for
the Nettbuss tie-up in Denmark and +€8.3 million for ATE in
Australia).
Net profit (group share) amounts to €33.3 million for the financial
year ended 31st December 2015.
2.2 Annual financial statements
The operating loss amounts to -€4,177 thousand.
Financial income amounts to €18,025 thousand.
Excluding foreign exchange and consolidation scope impact,
EBITDA amounts to the same as in 2014.
After posting of an exceptional loss of -€14 thousand and a
corporate income tax credit of €17,279 related to tax consolidation gains, the financial statements of GROUPE KEOLIS S.A.S.
show a profit of €31,113 thousand.
Organic growth of EBITDA including portfolio growth is flat, comprising +€10,9 million in France, +€4.4 million for EFFIA and -€6.8
million from international activities (the growth of the UK and
5
2.3 Subsidiaries and investments
Establishment of companies in France – Keolis branch
The table attached to the balance sheet provides all the necessary information concerning the company’s subsidiaries and
investments.
Name
2.4 Notification of major holdings and takeovers
During the financial year 2015, Keolis S.A., a subsidiary of
GROUPE KEOLIS S.A.S., acquired or took control of the following companies:
Name
Date
Percentage
VOYAGES A. FOUACHE
15/10/2015
100% Keolis
FOUACHE EVASION
15/10/2015
100% Keolis
Prioris
30/10/2015
Forcity
18/03/2015
OnePark
14/10/2015
34% of shares held
by SIA
Acquisition of a 5%
share
Acquisition of a
20.25% share
Date
HORNIBROOK TRANSIT
MANAGEMENT PTY
LTD
27/05/2015
SOUTH WEST TRANSIT
PTY LTD
27/05/2015
AUSTRALIAN TRANSIT
ENTERPRISES PTY LTD
27/05/2015
HORNIBROOK BUS
LINES PTY LTD
27/05/2015
PATH TRANSIT PTY LTD
27/05/2015
SOUTHLINK PTY LTD
27/05/2015
LINKSA PTY LTD
27/05/2015
MASABI
23/10/2015
26/02/2015
100% Keolis S.A.
KEOLIS ORLY RUNGIS
03/03/2015
100% Keolis Seine
Val de Marne
KEOLIS ALES
11/08/2015
100% Keolis S.A.
TRANSKEO
07/10/2015
51% Keolis S.A.
49% SNCF
Participations
KEOLIS BEAUNE
23/11/2015
100% Keolis S.A.
01/12/2015
100% Keolis S.A.
02/12/2015
100% Keolis S.A.
KLP02
14/12/2015
100% Keolis S.A.
KLP03
14/12/2015
100% Keolis S.A.
Establishment of companies abroad – Keolis branch
Name
Acquisition of companies abroad – Keolis branch
Name
Percentage
KEOLIS BASSIN
D’ARCACHON
KEOLIS ROISSY
SERVICES
AEROPORTUAIRES
KEOLIS PORTE DE
L’ISERE
Acquisition of Companies in France – Keolis branch
Date
Percentage
Keolis Downer Bus
And Coachlines
Pty Ltd: 100%
Hornibrook Transit
Management Pty
Ltd: 100%
Hornibrook Transit
Management Pty
Ltd: 100%
Keolis Downer Bus
And Coachlines
Pty Ltd: 83.33%
Hornibrook Transit
Management Pty
Ltd: 16.67%
Australian Transit
Enterprises: 100%
Australian Transit
Enterprises: 100%
Australian Transit
Enterprises: 100%
Acquisition of a
5.13% share
Date
KEOLIS DOWNER BUS
AND COACHLINES PTY
LTD
10/03/2015
KEOLIS DOWNER BUS
AND COACHLINES
PROPERTY PTY LTD
10/03/2015
KEOLIS AMEY
METROLINK LIMITED
13/11/2015
Percentage
Keolis Downer Pty
Ltd: 100%
Keolis Downer Bus
and Coachlines Pty
Ltd: 100%
Keolis (UK) Limited:
60%
Amey Rail Limited:
40%
At the same time, EFFIA S.A., a subsidiary of GROUPE KEOLIS
S.A.S., acquired or took control of the following companies:
Acquisition of companiy in France by EFFIA
Name
EFFIA STATIONNEMENT
BGD (formerly Ramery
Stationnement)
Date
30/11/2015
Percentage
100% EFFIA
STATIONNEMENT
Establishment of companies in France by EFFIA
Name
Date
Percentage
EFFIA Stationnement
Marseille
13/10/2015
100% EFFIA
STATIONNEMENT
KLP01
28/12/2015
100% EFFIA
STATIONNEMENT
2.5 Research and development activity
The company has no research and development activity.
6
2.6 Information on supplier payment settlement
Express. Keolis Ile-de-France, which generated 400 million euros
of turnover in 2014, operates a fleet of 1,900 vehicles across 25
depots. Established in all of the departments comprising the
Paris region, its 19 subsidiaries employ 4,000 people and carry
70 million passengers each year. The group Transports Daniel
Meyer has 440 employees and a fleet of 260 vehicles. It generated a turnover of 40.4 million euros in 2014. Its main line of
business is in the operation of approximately 50 timetabled bus
lines, supplemented by school buses and school outings and
charter activity.
In accordance with articles L 441-6-1 and D 441-4 of the
Commercial Code, we analyse the year- end balance of amounts
due to our suppliers and customers by due date:
€ thousand
Financial
year 2015
Financial
year 2014
Breakdown by invoice due date
- Invoices due:
◗ from 0 to 30 days
EFFIA becomes shareholder of SAEMES
◗ from 31 to 60 days
281
◗ over 60 days
At the beginning of January 2016, EFFIA became the main
industrial shareholder of Société anonyme d’economie mixte
d’exploitation du stationnement de la ville de Paris (SAEMES) by
acquiring a 33.27% share in the company.
1,022
- Invoices not yet due
281
TRADE PAYABLES
1,022
89
Amount owning by suppliers
Amount of invoices not yet received
4,530
1,761
Total trade payables and
related accounts
4,720
2,783
EFFIA, which already manages more than 30,000 parking
spaces in the Ile-de-France region, thus initiates closer ties with
the second largest car park operator in the region, SAEMES (€45
million turnover, 25,000 spaces).
SAEMES operates a number of major facilities, among which
Paris’ number 1 car park for revenue, Lyon-Méditerrannée, located under Gare de Lyon.
3•F
ORESEEABLE TRENDS AND
FUTURE OUTLOOK
Keolis has entered into exclusive negotiations with the Lyon
public transport authority for the renewal of its operating contract.
The Group is also responding to invitations to tender to renew
its operating contracts for networks in Dijon, Artois-Gohelle and
Laval.
The two companies which will remain commercially independent
but may join together on certain invitations to tender, already
jointly operate the Lyon-Diderot car park.
After this transaction, EFFIA becomes the second largest shareholder of SAEMES, behind Paris City Hall, which sold 26.50%
of the capital of SAEMES but remains majority shareholder with
a 50.06% share.
In France and at EFFIA the Group intends to consolidate its
current positions and will remain attentive to any opportunities.
5 • CORPORATE GOVERNANCE
Keolis wishes to develop its international footprint and will examine all the opportunities related to the mobility chain in the
territories where it is already established, but also in new
countries.
The Company is a société par actions simplifiée whose President
is Mr. Jean-Pierre Farandou, President of the Company and sole
member of the Executive Board, confirmed in this position on 29
July 2015.
4 • SI
GNIFICANT EVENTS SINCE THE
END OF THE YEAR
The company also has a Supervisory Board whose role, in
accordance with legal and statutory requirements, is to supervise
the management of the Executive Board, made up of one member in the person of Mr. Farandou, and to decide on the Important
Resolutions under the meaning of the Articles of Association.
Acquisition of Transports Daniel Meyer
In January 2016, the Keolis Group announced the acquisition of
a leading bus and coach service operator in Ile-de-France,
Transports Daniel Meyer. With this strategic external growth
transaction, Keolis reinforces its foothold in Ile-de-France and
consolidates its position for future projects relating to Grand Paris
7
6•P
RESENTATION OF RESOLUTIONS
PROPOSED FOR ADOPTION BY
SHAREHOLDERS
5.1 Members of the Supervisory Board
At 31 December 2015, the Supervisory Board was composed
of 7 members:
6.1 Allocation of profit
◗M
r. Joël Lebreton, member and President of the Supervisory
Board
We propose to allocate the profit for the year in the following
manner:
◗ Mr. Mathias Emmerich, member of the Board
◗ Mr. Eric Lachance, member of the Board
◗ Mr. Jean-Yves Leblanc, member of the Board
◗ Mr. Philippe Maystadt, member of the Board
◗ Mr. Normand Provost, member of the Board
◗ Mr. Laurent Trévisani, member of the Board
Profit for the year
Allocation to legal reserve
Retained earnings for year N-1
Distributable profit
Allocation to Retained earnings
Mr. Patrick Coté is a member of the Board without voting rights.
5.2 Internal committees within the Supervisory Board
31,113,593.16 €
(1,555,679.66 €)
142,613,581.34 €
________________
172,171,494.84 €
172,171,494.84 €
Jean-Pierre Farandou, President of the Company, set up an
Executive Committee whose members on the date of the
Assembly comprise :
◗ Mr. Michel Lamboley, Group CEO
◗ Mr. Thomas Barbelet, Brand and Communications Executive
Director
◗ Mr. Frédéric Baverez, CEO France
◗ Mr. Jacques Damas, Executive Director, Rail and Operations
◗ Mr. Bruno Danet, Group Human Resources Director
◗ Mr. Laurent Kocher, Executive Director, Marketing, Innovation
& Services
◗ Mr. Bernard Tabary, CEO International
◗ Mr. Arnaud van Troeyen, Executive Vice President, Group
Strategy and Development
Distributed income
not eligible for the
allowance
5.3 Group Executive Committee
Dividend
◗ the Audit and Ethics Committee
◗ the Investment and Strategy Committee
◗ The Risks and Safety Committee
◗ The Remuneration and Human Resources Committee.
Financial year
The Supervisory Board is supported by four internal committees
which prepare the Board’s work:
Distributed income
eligible for the
allowance
In accordance with legal requirements, you are requested to note
that the amount of the dividend distributed and that of the corresponding dividend tax credit for the previous fiscal years were
as follows:
2014
Nil
-
-
2013
Nil
-
-
2012
Nil
-
-
Non tax deductible expenses
We advise you that there were no non tax deductible expenses
within the meaning of Articles 223 quater and 223 quinquies of
the General Tax Code during the past year.
6.2 Agreements covered by the article L227-10 of the
Commercial Code
5.4 Capital and shareholdings
You will be read the Statutory Auditors’ report on agreements
made during the financial year and authorised by the Supervisory
Board pursuant to Article L227-10 of the Commercial Code.
On 31st December 2015, the share capital was €237,888,901.80,
allocated as follows:
We hope that you will approve the above proposals and
consequently vote in favour of the resolutions to be submitted
to you.
•SNCF Participations: 69.70%
•CDP-IE: 30 %
•FCPE “GROUPE KEOLIS ACTIONNARIAT”: 0.16%
•Treasury stock: 0.14%
President of the Board of Directors
Employee shareholdings in the form of the FCPE “GROUPE
KEOLIS ACTIONNARIAT” therefore represent 0.16% of the
capital.
8
2. Consolidated financial statements
2.
Consolidated financial
statements
CONTENTS
A
Key figures for the Group. . . . . . . . . . . . . . . 10
B
Consolidated financial statements. . . . . 11
5•N
otes to the consolidated statement
of financial position. . . . . . . . . . . . . . . . . . . . . . 34
5.1 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.2 Other intangible assets. . . . . . . . . . . . . . . . . . . . . . . . 35
5.3 Property, plant and equipment . . . . . . . . . . . . . . . . . 36
5.4 Investments under the equity method. . . . . . . . . . . 37
5.5 Current and non-current financial assets. . . . . . . . 38
5.6 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.7 Trade and other receivables. . . . . . . . . . . . . . . . . . . . 39
5.8 Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . 39
5.9 Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.10 Financial debt and long term borrowings. . . . . . . 40
5.11 Financial assets and liabilities by category . . . . . 43
5.12 Risk management and financial derivatives . . . . 44
5.13 Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
5.14 Operating liabilities and other debt . . . . . . . . . . . . 54
1 • Income statement. . . . . . . . . . . . . . . . . . . . . . . . . 11
2 • Statement of comprehensive income. . . . 12
3 • Statement of financial position . . . . . . . . . 13
4 • Statement of changes in equity. . . . . . . . . . 14
5 • Statement of cash flows. . . . . . . . . . . . . . . . . 15
C
otes to the consolidated financial
N
statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6 • Other commitments not recognised
in the statement of financial position
and contractual commitments. . . . . . . . . . 55
1 • General information . . . . . . . . . . . . . . . . . . . . . 16
2 • Summary of significant accounting
policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.1 Basis of preparation. . . . . . . . . . . . . . . . . . . . . . . . . . .
2.2 Changes in accounting principles . . . . . . . . . . . . . . . .
2.3 Use of Management estimates in the application
of the Group’s accounting standards. . . . . . . . . . . .
2.4 Accounting principles . . . . . . . . . . . . . . . . . . . . . . . . .
16
16
16
7 • Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
8 • Related party transactions . . . . . . . . . . . . .
8.1 Transactions with the SNCF. . . . . . . . . . . . . . . . . . . .
8.2 Transactions with joint ventures
and associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.3 Remuneration of the Group’s key managers. . . . . . .
18
18
3 • Highlights of the financial year. . . . . . . . . 29
4 • Notes to the consolidated income
statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.1 Staff costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.2 Other operating income . . . . . . . . . . . . . . . . . . . . . . .
4.3 Operating profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.4 EBITDA calculation . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.5 Financial income / (expense). . . . . . . . . . . . . . . . . . .
4.6 Share in net profit for the year from investments
under the equity method. . . . . . . . . . . . . . . . . . . . . . .
4.7 Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
56
56
56
9 • Post balance sheet events. . . . . . . . . . . . . . . 56
10 • Consolidation scope . . . . . . . . . . . . . . . . . . . . 57
10.1 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.2 Joint Ventures and associates. . . . . . . . . . . . . . . . . 64
30
30
30
30
31
31
Statutory auditors’ report on the
consolidated financial statements. . . . . . . . . . . 65
31
32
9
A
Key figures for the Group
(€ million)
31/12/2015
31/12/2014
5,002.5
4,459.1
◗ Revenue France
2,810.3
2,785.7
◗ Revenue International
2,192.1
1,673.4
Revenue net of sub-contracting
4,818.2
4,272.6
Revenue
Recurring EBITDA
4.4
296.2
277.8
EBITDA
4.4
274.6
250.9
Recurring operating profit
4.3
91.0
104.7
Operating profit before investments under equity method
51.4
52.7
Operating profit after investments under equity method
73.8
68.7
Profit after tax from continuing operations
26.0
27.8
Profit attributable to equity shareholders
33.3
26.0
1,024.7
994.4
of which attributable to equity shareholders
972.9
973.4
Net cash flows from operating activities
201.8
247.3
Industrial investments
237.2
209.9
791.3
607.7
Total equity
Net financial debt (cash surplus)
(1)
(1) Surplus cash positions are presented in brackets.
10
B
Consolidated financial statements
1 • Income statement
Note
(€ million)
Revenue
Other income from operations
Income from continuing operations
Sub-contracting
Purchases consumed and external expenses
Taxes
Staff costs, incentive schemes, profit-sharing
4.1
Other operating income
4.2
Other operating expense
31/12/2015
31/12/2014
5,002.5
4,459.1
19.3
26.1
5,021.7
4,485.2
(184.2)
(186.5)
(1,641.8)
(1,489.6)
(17.4)
(15.2)
(2,891.0)
(2,529.1)
50.2
50.3
(31.9)
(22.2)
(0.1)
(4.6)
(221.7)
(190.2)
Profit/(loss) on recurring fixed asset disposals
0.9
1.1
Amortisation of grants received
6.3
5.5
Net provisions on current assets
Net depreciation and other provisions charged
91.0
104.7
Other non-recurring income
4.3
7.4
6.6
Other non-recurring expense
4.3
(26.0)
(30.5)
Depreciation and provisions on contractual rights
4.3
(21.0)
(28.1)
5.7
(5.3)
Operating profit/loss before investments under equity method
51.4
52.7
Profit/(loss) from associates
22.4
16.0
Of which depreciation of other intangible assets and negative Goodwill
Operating profit/(loss) after investments under equity method
73.8
68.7
(18.1)
(18.6)
Net cost of financial borrowing
4.5
Other financial income
4.5
7.3
7.5
Other financial expense
4.5
(19.0)
(18.2)
(29.8)
(29.3)
44.0
39.4
Financial income (expense)
Profit before tax
4.7
(18.0)
(11.6)
26.0
27.8
Profit for the year
26.0
27.8
7.3
(1.8)
33.3
26.0
Taxation
Profit attributable to non-controlling interests
Profit attributable to Group
11
2 • Statement of comprehensive income
31/12/2015
31/12/2014
Profit for the year
26.0
27.8
Actuarial gains and losses on defined benefit pension schemes
(0.8)
(14.2)
0.2
4.9
(€ million)
Tax on actuarial gains and losses on defined benefit pension schemes
Share of other items in comprehensive income of investments under equity method
13.0
8.4
Items that will not be reclassified to profit or loss
12.4
(1.0)
Translation differences and others
1.2
5.3
Unrealised gains and losses on financial hedging instruments
0.3
(10.6)
(0.1)
3.7
1.4
(1.7)
Total gains and losses recognised directly in equity
13.7
(2.7)
Total comprehensive income for the year
39.7
25.1
- Equity shareholders
47.0
22.6
- Non-controlling interests
(7.3)
2.4
Tax on items that may be reclassified to profit or loss
Items that may be reclassified to profit or loss
of which attributable to :
12
3 • Statement of financial position
Assets
Note
(€ million)
31/12/2015
31/12/2014
Goodwill
5.1
1,139.6
1,105.1
Other intangible assets
5.2
533.9
489.9
Property, plant and equipment
5.3
891.8
806.3
Investments under the equity method
5.4
35.1
32.5
Non-current financial assets
5.5
171.1
147.7
Deferred tax asset
4.7
Non-current assets
84.6
79.9
2,856.2
2,661.3
Inventories and work in progress
5.6
82.0
78.0
Trade receivables
5.7
426.4
391.5
Other receivables
5.7
348.8
310.5
Current financial assets
5.5
19.4
19.7
Cash and cash equivalents
5.8
312.7
1,189.2
4,045.4
294.6
1,094.3
3,755.7
31/12/2015
31/12/2014
Current assets
TOTAL ASSETS
Liabilities
Note
(€ million)
Share capital
5.9
237.9
237.9
Reserves and premiums
5.9
701.6
709.5
Net profit/(loss) attributable to Group
5.9
33.3
26.0
972.9
973.4
Reserves attributable to non-controlling interests
59.1
19.2
Profit for the year attributable to non-controlling interests
(7.3)
1.8
Equity attributable to Group
1,024.7
994.4
Non-current provisions
5.13
196.4
182.1
Non-current financial debt
5.10
881.1
653.1
Equity
4.7
Deferred tax liability
Non-current liabilities
177.5
153.8
1,255.1
989.0
55.6
52.4
Current provisions
5.13
Current financial debt
5.10
78.8
181.0
5.8
189.9
117.7
5.14
Bank borrowings
1,441.3
1,421.1
Current liabilities
1,765.6
1,772.2
TOTAL LIABILITIES
4,045.4
3,755.7
Trade payables and other liabilities
13
4 • Statement of changes in equity
753.3
740.4
12.8
-
(14.8)
(15.5)
0.7
-
2.1
2.1
-
(12.2)
(12.1)
-
728.4
714.9
13.5
-
966.3
952.8
13.5
-
Attributable to minority shareholders in subsidiaries
Dividends paid to GROUPE KEOLIS S.A.S. shareholders
Translation
differences
Reserves
Share capital
AT 31 DECEMBER 2013
Attributable to GROUPE KEOLIS S.A.S. shareholders
Total equity
Other unrealised gains /
(losses), net, not re-classifiable to
profit or loss
237.9
237.9
-
(€ million)
Sub-total
Other unrecognised
gains / (losses), net
RESERVES AND OTHER
Items that may be
reclassified to profit
or loss
Change in GROUPE KEOLIS SAS shareholdings in its
subsidiaries without losing control
OPERATIONS ATTRIBUTABLE TO GROUPE KEOLIS
S.A.S. SHAREHOLDERS (A)
-
(2.0)
-
-
-
(2.0)
(2.0)
-
(2.0)
-
-
-
(2.0)
(2.0)
Dividends paid to minority shareholders in subsidiaries
-
(0.6)
-
-
-
(0.6)
(0.6)
Change in shareholdings in subsidiaries related to gaining /
losing control
Change in shareholdings in subsidiaries without gaining/losing
control
OPERATIONS ATTRIBUTABLE TO MINORITY
SHAREHOLDERS IN SUBSIDIARIES (B)
-
-
-
-
-
-
-
-
5.7
-
-
-
5.7
5.7
-
5.1
-
-
-
5.1
5.1
237.9
237.9
-
27.8
(2.8)
25.0
28.1
23.9
6.9
781.3
761.6
19.8
(50.0)
2.5
5.3
5.3
5.3
4.6
0.7
(9.6)
(10.9)
1.3
-
(7.0)
(7.0)
(7.0)
(7.0)
(4.9)
(4.9)
-
2.8
(1.0)
1.8
1.8
1.8
(10.4)
(10.3)
(0.1)
-
27.8
(2.7)
25.1
28.1
23.4
7.6
756.5
735.5
21.0
(50.0)
2.5
27.8
(2.7)
25.1
28.1
23.4
7.6
994.4
973.4
21.0
(50.0)
2.5
OPERATIONS ATTRIBUTABLE TO GROUPE KEOLIS
S.A.S. SHAREHOLDERS (A)
-
(47.5)
-
-
-
(47.5)
(47.5)
Dividends paid to minority shareholders in subsidiaries
-
(0.8)
-
-
-
(0.8)
(0.8)
Change in shareholdings in subsidiaries related to gaining /
losing control
Change in shareholdings in subsidiaries without gaining/
losing control
OPERATIONS ATTRIBUTABLE TO MINORITY
SHAREHOLDERS IN SUBSIDIARIES (B)
-
-
-
-
-
-
-
-
38.9
-
-
-
38.9
38.9
-
38.1
-
-
-
38.1
38.1
237.9
237.9
-
26.0
26.0
16.6
(14.2)
30.8
797.9
747.3
50.6
1.2
1.2
1.2
1.2
(8.4)
(9.7)
1.3
0.2
0.2
0.2
0.2
(4.7)
(4.7)
-
12.4
12.4
12.4
12.4
2.0
2.1
-
26.0
13.7
39.7
30.3
(0.5)
30.8
786.8
735.0
51.9
26.0
13.7
39.7
30.3
(0.5)
30.8
1,024.7
972.9
51.9
Profit for the year
Requalification of non-classifiable reserves related to mergers
Gains / (losses) recognised directly in equity
COMPREHENSIVE INCOME (C)
CHANGE IN THE YEAR (A+B+C)
AT 31 DECEMBER 2014
Dividends paid to GROUPE KEOLIS S.A.S. shareholders
Other changes (including effects of application of IFRIC 21)
Profit for the year
Gains / (losses) recognised directly in equity
COMPREHENSIVE INCOME (C)
CHANGE IN THE YEAR (A+B+C)
AT 31 DECEMBER 2014
14
5 • Statement of cash flows
Note
(€ million)
31/12/2015
31/12/2014
4.3
51.4
52.7
Non-cash items
4.4
223.2
198.3
EBITDA
4.4
274.6
250.9
0.1
4.6
Elimination of provisions on current assets
Changes in working capital
(25.5)
13.5
Tax paid
(47.3)
(21.8)
A) Net cash from operating activities
Capital expenditure
Proceeds from the sale of tangible and intangible assets
Investment grants received
Change in financial assets for concessions (IFRIC 12)
Financial investments
Proceeds from disposal of financial assets
201.8
247.3
(237.2)
(209.9)
37.3
34.4
8.1
2.5
(14.2)
(19.1)
(133.1)
(86.0)
6.4
11.0
4.9
27.2
B) Net cash from investing activities
(327.8)
(239.9)
Free cash flow
(126.0)
7.4
(51.0)
(1.0)
Net dividends received
32.2
13.4
Change in equity (other transactions with shareholders)
38.7
13.0
Cash flows on changes in reporting scope
Net dividends paid
New borrowings
Borrowings repaid
Interest received
Interest paid
243.8
104.3
(167.2)
(130.2)
0.7
1.2
(19.1)
(19.6)
0.2
0.4
Other
(7.9)
(10.2)
C) Net cash from financing activities
70.4
(28.8)
Change in other financial debts
D) Foreign exchange translation differences
Change in cash and cash equivalents (A+B+C+D)
1.5
3.0
(54.2)
(18.4)
Cash and cash equivalents at beginning of period
5.8
176.9
195.3
Cash and cash equivalents at end of period
5.8
122.8
176.9
(54.2)
(18.4)
Change in cash and cash equivalents
15
C
Notes to the consolidated financial statements
1 • General information
2.2 Changes in accounting principles
The activity of GROUPE KEOLIS S.A.S. and its subsidiaries (“the
Group”) is multimodal passenger transport through Keolis and car
parking through the EFFIA Group. The Group operates in 9
European countries, in Canada, Australia, the United States and
India as a licensed public service operator within public-private
contracts.
Application of standards, amended standards and
interpretations that are mandatory as of 1st January 2015
•IFRIC 21 “Levies”
IFRIC Interpretation 21 “Levies” identifies the “obligating event”,
on the liability side of the balance sheet, which triggers taxes that
fall within the scope of application of IAS 37 “Provisions, Contingent
Liabilities and Contingent Assets”. Taxes are outflows of resources
that represent economic benefits imposed by public authorities
by virtue of the laws or regulations.
GROUPE KEOLIS S.A.S., the Group’s holding company, is a
simplified joint stock company (société par actions simplifiée)
registered and domiciled in France, with its registered office located at 20/22, rue le Peletier, 75320 Paris Cedex 09.
However, the scope of application of this interpretation excludes
outflows of resources referred to in IAS 12 “Income Taxes”, fines
and penalties imposed for non-compliance with the laws and
regulations in effect, and payments made by the entity in the framework of a contractual agreement with a public authority on the
acquisition of an asset or the performance of a service.
The consolidated financial statements of GROUPE KEOLIS S.A.S.
as at 31 December 2015 were approved by the Executive Board
on 9 February 2016 and presented to the Supervisory Board on
18 February 2016.
The financial statements of GROUPE KEOLIS S.A.S. are fully
consolidated into those of SNCF.
IFRIC Interpretation 21 requires the recognition of the liability
according to the due dates of the taxes and not their related
commitments. The application of this interpretation within the
Group has led solely to changes in the timing of recognition and
to the annual period used to calculate the tax related to the “corporate social solidarity contribution” (C3S) in effect in France,
which had in the past been recognized on a proportional basis in
each interim period in accordance with turnover for the current
period. Henceforth, it is posted on the date of the event that triggers the tax payment obligation, i.e. 1 January, in accordance with
the turnover of the prior calendar year.
2 • Summary of significant
accounting policies
2.1 Basis of preparation
The Group’s consolidated financial statements for the reporting
period ending 31 December 2015 have been prepared in accordance with IFRS (standards and interpretations) published by
IASB as adopted by the European Union and rendered mandatory from 1st January 2015. They are available at this site:
http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm
The impact of the application of the interpretation results in improved shareholders’ equity as at 1 January 2014 in the amount of
€2.3 million. But, the impact on the 2014 profit and loss statement
is not significant. As the impact is not material, this improvement
in shareholders’ equity was recognized at the start of the 2015
financial year.
The consolidated financial statements are presented in millions
of euros unless otherwise indicated.
In the absence of borrowing or equity instruments traded on a
regulated market, the Group chose not to publish information on
earnings per share (IAS 33), or information about operating segments (IFRS 8).
The application of IFRIC 21 at the end of December 2015 led to
a restatement of the CS3 expense posted at the end of 2014 in
the amount of €3.5 million, with a tax due date on 1 January 2015.
The expense related to this tax without applying IFRIC 21 would
have been €1.8 million taking account of the tax authorities’
changes to the valuation methods for the 2016 fiscal year.
The assets and liabilities in the Group’s consolidated financial
statements are measured and recognised according to various
measurement bases authorised by IFRS, primarily the historical
cost basis of accounting, with the exception of derivative financial instruments and financial assets held for trading purposes
or classified as AFS (available for sale), which are measured at
fair value.
•Annual Improvements to IFRSs 2011-2013 Cycle
The annual Improvements to the IFRSs 2011-2013 Cycle apply
to financial years beginning on or after 1 July 2014 and mainly
relate to IFRS 3 “Business Combinations” and IFRS 13 “Fair Value
Measurement”. IFRS 3 has been amended so as to exclude the
creation of all types of joint arrangements, as defined in IFRS 11
16
“Joint Arrangements”, i.e. joint ventures and joint operations, from
its scope of application. With regard to IFRS 13, it now exceptionally allows for fair value to be measured not only for a series of
financial assets and liabilities on a net basis, but also for the measurement of the fair value of all contracts that fall under IAS 39
“Financial Instruments: Recognition and Measurement”, even if
they do not comply with the definition of financial assets and liabilities under IAS 32 “Financial Instruments: Presentation”.
nation for the expression “elsewhere in the interim financial report”.
•Amendments to IAS 1: “Presentation of Financial Statements”
The amendments applicable to the annual periods starting on or
after 1 January 2016 stipulate that the application of the materiality concept applies to financial statements, including the
appended notes to improve their understandability, and that professional judgement is to be used more broadly in the information
on accounting methods included in the notes.
These improvements have no impact on the presentation of the
last financial year.
•Amendments to IAS 16: “Property, Plant and Equipment” and
IAS 38 “Intangible Assets”
after 1 January 2016 indicate that the use of the revenue based
depreciation methods are not appropriate.
Standards, amendments to standards and interpretations
not subject to early application
In general, the Group does not apply in advance the standards
and interpretations adopted by the European Union that apply to
annual periods that start before 1 January 2015.
The Group has not applied the standards, annual improvements,
amendments to standards and interpretations that have not been
adopted by the European Union.
•Limited amendments to IAS 19 “Employee Benefits”
after 1 February 2015 clarify and simplify the recognition of contributions, which do not depend on the employee’s number of years
of service to the employer, as a reduction in the service cost in the
period in which the service is rendered instead of being allocated
across the period of service.
after 1 February 2015 relate to IFRS 2 “Share-Based Payment”,
which defines a performance condition and a service condition;
IFRS 3 “Business Combinations”, which provides details on the
recognition of potential consideration; IFRS 8 “Operating
Segments” (not published by the Group); IFRS 13 “Fair Value
Measurement”, which explains the reasons for the elimination of
the paragraphs related to the valuation of short-term receivables
and payables, with no stated interest rate on the invoice amounts;
IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible
Assets”, which indicate that accumulated depreciation is calculated on the difference between the gross amount and the net
amount accounted for; and IAS 24 “Related Party Disclosures”,
which stipulates that the reporting entity is exempted from the
obligation to report the amount of the remuneration paid to top
executives, but it must indicate the amount of fees paid to service
provider entities.
•Amendments to IAS 27 “Equity Method in Separate Financial
Statements”
after 1 January 2016 allow for the use of the equity method as
described in IAS 28 “Investments in Associates and Joint
Ventures” and no longer according to IFRS 9 “Financial
Instruments” to measure investments in subsidiaries, associates
and joint ventures in the separate financial statements.
•Amendments to IFRS 11 “Joint Arrangements”
after 1 January 2016 describe the method to recognize acquisitions of interests in a joint operation whose operations constitute
a business within the meaning of IFRS 3 “Business Combinations”.
Standards applicable after 2015 and not yet approved by
the EU
The Group does not apply the following texts that did not apply in
2015 but should become mandatory in the future:
- IFRS 15 – Revenues from Contracts with Customers (published
in May 2014). This standard will replace IAS 18 “Revenue” and
IAS 11 “Construction Contracts”. The application of this standard
should become mandatory for the 2018 and ensuing annual
periods, subject to being adopted by the European Union.
- IFRS 9 – Financial Instruments (published in July 2014). This text
relates to the classification and valuation of financial instruments,
the deprecation of financial assets and hedge accounting. This
standard will replace IAS 39 “Financial Instruments”; it should
Amendments that apply to the annual periods starting on or after
1 January 2016 relate to IFRS 5 “Non-Current Assets Held for Sale
and Discontinued Operations” with a view to include therein the
assets held for distribution to the owners; IFRS 7 “Financial
Instruments: Disclosures”, with regard to the continuing involvement in a transferred asset via a service agreement and the lack
of information on the offsetting of financial assets and financial
liabilities in condensed interim financial statements; IAS 19
“Employee Benefits” clarifying that the discount rate should be
applied no longer at country level but according to the currency;
and IAS 34 “Interim Financial Reporting”, which provides an expla-
17
become mandatory for the 2018 and ensuing annual periods,
subject to being adopted by the European Union.
The Group is examining these standards in order to determine
their impact on the consolidated financial statements, as well as
their practical consequences.
control, account is taken of the established rules of governance and
the rights held by the other shareholders in order to ensure that they
are merely protective in nature. Potential voting rights, whether
immediately exercisable or convertible, including those held by
another entity, are also analysed to determine those conferring
substantive rights in the assessment of power, in accordance with
IFRS 10 “Consolidated Financial Statements”.
2.3 Use of Management estimates in the application of
the Group’s accounting standards
In order to draw up the Group’s accounts in accordance with
IAS 8 - Accounting Policies, Changes in Accounting Estimates
and Errors, management must make estimates and assumptions affecting the amounts stated in the financial statements.
Management has to revise such estimates in the light of changes
in the circumstances on which they are based or further to new
information. Management also has to exercise judgement in how
accounting methods are applied. As a result, future estimates
may be different from those adopted as of 31 December 2015.
Structured entities substantially controlled by the Group are fully
consolidated.
Associates and joint ventures consolidated under the equity
method
Entities in which the Group exerts significant influence without
exercising control are associates. Significant influence is presumed when the Group holds upwards of 20% of the voting rights.
Under the equity method, investments in associates or joint ventures
are capitalised in the consolidated balance sheet at their cost of
acquisition. The Group’s share of income (loss) of associates or joint
ventures is recognised in profit or loss, whereas its share of postacquisition movements in reserves is recognised in reserves. Postacquisition movements are posted in adjustment to the value of the
investment. The Group’s share of an associate’s or a joint venture’s
losses is recognised up to the limit of the carrying amount of the
investment as well as any possible long-term share. Additional
losses are not booked as provisions, unless the Group is legally or
implicitly required to support the said associate or joint venture.
The estimates and assumptions primarily concern the lengths of
contractual relations, asset impairment tests, deferred tax assets
and financial instruments, as well as provisions, in particular
provisions for pensions, litigation and losses on contracts and
recognition of amounts to be received and penalties to be paid
arising from contractual relationships.
Finally, in the absence of standards or interpretations applicable
to a specific transaction, Group management must use its best
judgement to define and implement accounting methods that
provide the most relevant and reliable information, to ensure that
the financial statements:
◗ present a true and fair view of the Group’s financial position and
cash flows;
◗ reflect the economic reality of the accounts.
Non-controlling investments
A non-controlling investment is the share of interest in a subsidiary which is not directly attributable to the parent company.
Non-controlling investments are recognised at fair value on the
takeover date.
2.4 Accounting principles
2.4.1 Methods of consolidation
Subsidiaries are recognised in the consolidated statements from
the date on which control thereof reverted to the Group. They
are derecognised from the date on which the Group ceased to
control them. The income and expenses of the companies are
included in the Group’s income statement from the date that
control was taken, up to the date on which the Group lost
control.
Year-end closing timing differences
For companies whose financial year does not end on 31st
December, interim financial statements as at 31st December are
established.
Transactions eliminated in the consolidated financial
statements
Transactions between consolidated companies which have an
impact on their balance sheet or income statement are eliminated. Losses on transactions between consolidated companies
that are indicative of value impairment are not eliminated. IAS 12
“Income Taxes” applies to temporary differences resulting from
the elimination of profits and losses on intra-group transactions.
Fully-consolidated subsidiaries
All the Group’s subsidiaries are companies it exclusively controls
directly or indirectly. The Group’s consolidated financial statements
include the assets, liabilities, income and expenses of these companies.
2.4.2 Translation of transactions and financial statements
of foreign companies
The Group’s consolidated financial statements are prepared in
euros, which is the functional and reporting currency of the parent.
Exclusive control exists when GROUPE KEOLIS S.A.S. has power
over the entity, is exposed or has rights to variable returns, and has
the ability to affect those returns. In ascertaining whether there is
18
Translation of the financial statements of foreign companies
The financial statements of consolidated foreign subsidiaries,
whose functional currency is different from the euro, are translated on the following bases:
◗ assets and liabilities are translated at the official exchange rates
prevailing at the year-end date;
◗ income and expenses are translated at the average rate for the
period, unless exchange rates fluctuate significantly;
◗ goodwill and fair value adjustments recognised on the acquisition of companies whose functional currency is not the euro
are considered to be the assets and liabilities of such companies: they are thus stated in the functional currency of the said
companies and converted at the closing rate of each period;
◗ the resulting foreign exchange translation differences are recognised in consolidated equity under the item “foreign exchange
translation reserves”.
Adjustments to the cash consideration during the twelve months
after the date of acquisition must be analysed in order to determine:
◗ if the adjustment is linked to new factors occurring since the
acquisition of control: counterpart in profit for the year;
◗ if the adjustment is the result of new information collected
enabling fine-tuning of the valuation on the takeover date:
counterparty in goodwill.
Translation of foreign currency transactions
The functional currency of Group companies is their local currency. Transactions denominated in foreign currency are translated by the subsidiaries into their functional currency at the rate
of exchange prevailing at the transaction date.
2.4.4 Goodwill
Goodwill on acquisition represents the excess of the cost of an
acquisition over the share acquired by the Group of the fair value
of the acquired assets and liabilities of the acquired entity on the
date of acquisition.
Monetary assets and liabilities denominated in foreign currency
are translated into euros at the last official year-end exchange
rate. The corresponding exchange differences are recorded in
financial income (expense).
The goodwill recognised for an associate is included in the value
of the capital holding in it under “Investments under the equity
method”, in the statement of financial position.
The subsequent change of debt corresponding to additional
consideration beyond the twelve month period is booked in profit
for the year.
After the acquisition of control, purchases/disposals without loss
of control are treated as transactions between shareholders and
therefore directly through equity.
Corrections or adjustments may be made to the fair value of
assets, liabilities and contingent liabilities acquired in the twelve
months following the acquisition, when new information arises
affecting facts and circumstances which were in evidence at this
date of acquisition. Goodwill is then corrected with retroactive
effect. Beyond that date, any change in assets acquired and
liabilities assumed is recognised in the income statement. If the
information is a result of events occurring after the date of acquisition, they are recognised in profit for the year.
2.4.3 Business combinations
The Group has applied IFRS 3 (Revised) since 1st January 2010.
A business combination is understood to involve the obtaining
or losing of control. Upon acquisition of a controlling interest, the
acquirer recognises the fair value of the acquired assets and
liabilities of the acquired entity and also assesses the goodwill or
profit from them.
Non-controlling interests are recognised according to the following options for each combination:
◗ either based on their share in the fair value of the assets and
liabilities acquired (the so-called partial goodwill method);
◗ or at fair value of the shareholding (the so-called complete
goodwill method).
As goodwill cannot be amortized, it undergoes impairment tests
every year or at more frequent intervals when events or changes
in circumstances indicate possible loss in value (see 2.4.9).
Goodwill is allocated to cash generating units or groups thereof
which are likely to benefit from synergies resulting from aggregation as described in note 2.4.9.
Acquisition costs are expensed in the year.
Negative goodwill is recognised in the income statement on the
date of acquisition.
For a takeover in several stages, the investment held prior to the
establishment of control is revalued at its fair value on the date of
takeover and any profit or loss arising therefrom is recognised
under operational profit or loss after gains or losses from disposals.
2.4.5 Commitments to repurchase the non-controlling
interests in a subsidiary
The Group has given promises to non-controlling shareholders
of certain fully consolidated subsidiaries to repurchase their
shares.
Commitments linked to earn-out clauses are measured at their
fair value on the acquisition date.
19
These purchase commitments (firm or conditional) of noncontrolling interests do not transfer risks and benefits. They are
recognised in financial debts against a reduction of these earnings attributable to non-controlling interests.
an unconditional right to receive cash or other financial asset,
either directly or indirectly through guarantees given by the
grantor on the amount of cash payments from the public
service. The remuneration is independent of the extent to
which the public uses the infrastructure.
Where the value of the commitment exceeds the amount of
earnings attributable to non-controlling interests the balance is
recognised in equity attributable to Group shareholders.
Where the service is provided using infrastructure rented from
a third party and controlled by the grantor, the Group has recognised payments of fixed and variable fees in the IFRIC 12
asset valuation.
The fair value of non-controlling interest buyout commitments is
reviewed at each financial accounting period end. The change
in the corresponding financial liability is booked against equity.
This provision applies to commitments to purchase non-controlling interests issued after the application date of revised IFRS 3,
i.e. 1st January 2010.
Financial asset model
In service concessions, the operator receives an unconditional
right if the grantor gives it a contractual guarantee to pay:
◗ amounts specified or determined in the contract; or
◗ the shortfall, if any – between the amount received from users
of the public service and specified or determinable amounts in
the contract.
For those issued before that date, the change in valuation will be
booked against the associated goodwill.
Financial assets stemming from the application of the IFRIC 12
interpretation are recorded in the statement of financial position
under “Non-current financial assets” detailed in Note 5.5. They
are recognised at amortised cost and repaid according to the
rents collected.
2.4.6 Service concession arrangements
Presentation of the IFRIC 12 interpretation
An arrangement is included in the scope of interpretation of
IFRIC 12, where the assets used to carry out the public service
are controlled by the grantor. Control is presumed when the
two conditions below are met:
◗ the grantor controls or regulates the public service, i.e. it
controls or regulates the services that must be rendered,
through the infrastructure covered by the concession and
determines to whom and at what price the service shall be
rendered; and
◗ the grantor controls the infrastructure on termination of the
contract, i.e. it has the right to regain possession of the infrastructure at the end of the contract.
The financial income, calculated on the basis of the effective rate
of interest, the equivalent of the project’s internal rate of return,
is recognised as revenue.
Intangible asset model
The intangible asset model applies where the operator is paid
by users or does not receive any contractual guarantee from the
grantor on the amount to be collected. The intangible asset
corresponds to the right granted by the grantor to the operator
to charge users for the public service.
In its public transport activities, the Group is in particular the
holder of outsourced public service contracts.
Intangible assets resulting from the application of the IFRIC 12
interpretation are booked in the statement of financial position
under the heading “Other intangible fixed assets” detailed in
Note 5.2. These assets are amortised straight-line over the term
of the contract.
In France, the Group operates outsourced public service
contracts, mainly in the form of operate and maintain (O&M)
contracts whereby the operator is responsible for operating
and maintaining facilities owned and funded by local and regional authorities – public transport authorities (PTAs).
Within the framework of the intangible asset model, revenues
include:
◗ Turnover as and when assets or infrastructures under construction are completed;
◗ Remuneration relating to the provision of services.
Pursuant to the interpretation of IFRIC 12, in this case, the
operator cannot include the infrastructure controlled by the
grantor in its balance sheet as tangible assets, but either as an
intangible asset (“intangible asset model”) and/ or as a financial
asset (“financial asset model”):
◗ t he “intangible asset model” applies where the operator
receives a right to charge users for the public service and thus
bears a financial risk;
◗ the “financial asset model” applies where the operator obtains
Mixed or bifurcation model
Application of the financial asset model or the intangible asset
model is based on the existence of guarantees of payment given
by the grantor.
20
However, certain contracts may include a payment commitment
from the grantor which partially covers the investment, with the
balance covered through fees charged to users.
purchase or production cost and all the costs directly incurred
in making it usable.
2.4.7 Intangible assets excluding goodwill
Intangible assets are shown in the statement of financial position
at their acquisition cost less the accumulated amortisation and
impairments.
Items of property, plant and equipment cease to be recognised
as assets when they are derecognised (through disposal or
retirement), or when no future economic benefit is expected from
their use or disposal. Any gain or loss arising from the derecognition of an asset from the statement of financial position (the
difference between the net income from disposal and the asset’s
carrying amount) is recognised in the income statement in the
period of its retirement.
Intangible assets mainly consist of patents, licences, trademarks,
rights under contracts, pension plan assets, software and service
concession intangible assets as defined by IFRIC 12.
Given the nature of the Group’s business, the activities of the
different subsidiaries or joint ventures do not include holding
investment property assets.
When contracts are awarded, the Group capitalises the costs that
match the identification criteria, and that are incurred between the
date when the contract is awarded and the date when the operation actually starts up.
Subsequent expenditure
Subsequent expenditure incurred in replacing property, plant or
equipment is recognised under PPE only if it satisfies the foregoing general criteria and qualifies as components.
When the Group completes an acquisition, the contractual relationship between the acquired company and its client (the public
transport authority) is assessed at fair value and recognised separately from the goodwill as a contractual right satisfying the qualifying criteria of IAS 38 and IFRS 3.
Otherwise, this expenditure is recognised in the income statement as incurred.
Through its public passenger transport activity, the Group incurs
multiyear expenditure on heavy maintenance and major servicing
operations on its light rail (underground railway, tramway) and
passenger rail rolling stock. These are capitalised as assets as a
component overhaul, which is subsequently depreciated.
Furthermore, expenditure which relates to refurbishments or
leads to an increase in productive capacity and modifications
bringing new functionality or that extend lifespans are contributions that can be qualified as operator assets.
In this case, the amount guaranteed by the grantor is recognised
as a financial asset and the balance as an intangible asset.
Where their useful life is defined, intangible assets are amortised
on a straight-line basis over periods corresponding to their expected useful life. The amortisation method and useful lives are revised
at least each financial year or when necessary. The estimated
useful lives are as follows:
◗ trademarks: between five and fifteen years;
◗ contractual rights: two to twenty years, corresponding to their
estimated useful life, allowing for a contract renewal rate when
the Group has a high renewal rate in the Cash Generating Unit
(CGU) concerned;
◗ software: one to five years;
◗ service concession assets amortised over the term of the
contract (see 2.4.6).
Depreciation
The residual values and useful lives of the assets are reviewed
and, where applicable, adjusted, annually or whenever lasting
changes arise in operating conditions.
To date, the residual values at the end of the useful life are
regarded as immaterial.
Land is not depreciated. Other property, plant and equipment
items are depreciated using the straight line method. The estimated useful lives are as follows:
2.4.8 Property, plant and equipment
Expenditure on property, plant and equipment by the Group is
recognised as an asset at its acquisition cost where it satisfies
the following criteria:
◗ it is likely that the future economic benefits relating to the asset
will fall to the Group;
◗ the cost of the asset can be reliably measured.
Buildings
15 - 20 years
Equipment and tooling
5 - 10 years
Office equipment and furniture
5 - 10 years
Vehicles:
Cars
Property, plant and equipment are shown in the statement of
financial position at their acquisition cost less the accumulated
depreciation and impairments. The cost includes the asset’s
21
5 years
Coaches and buses
10 - 15 years
Rolling stock
15 - 30 years
Lease agreements
As part of its various operations, the Group uses assets made
available through lease agreements.
These lease agreements are the subject of an analysis based on
the situations described and indicators provided in IAS 17 in
order to determine whether they are operating lease agreements
or finance leases.
Finance leases are agreements that transfer almost all of the risks
and benefits of the relevant asset to the lessee. All the lease
agreements that do not comply with the definition of a finance
lease are classified as operating lease agreements.
The main indicators examined by the Group to assess whether
a lease agreement transfers almost all of the risks and benefits
are as follows: the existence of an automatic ownership transfer
clause or a transfer option; the conditions under which this
clause may be exercised; a comparison between the length of
the lease and the estimated life of the asset; the uniqueness of
the asset used, and a comparison of the present value of the
minimum payments under the agreement with the fair value of
the asset.
groups. Such units or groups of units correspond to activities
in France and, internationally are mainly classed by country.
For testing purposes, the assets are aggregated within CGUs
in accordance with IAS 36 “Impairment of Assets”.
These tests compare the net carrying amount of assets with
their recoverable amount, which is the higher of the fair value
less the potential sales costs or the value in use of the asset. In
the absence of any fair value observable on an organised
market, the recoverable value of the CGUs is determined on the
basis of their value in use.
The carrying amount of each asset group tested was compared
with its value in use defined as the sum of the net cash flows
arising from the latest forecasts for each of the CGUs, drawn
up using the main assumptions and procedures set out below:
◗ medium-term plan and budgets over a 5-year timeframe,
drawn up by Management on the basis of growth and profitability assumptions taking account of past performance,
foreseeable developments in the economic environment and
the expected development of markets;
◗ extrapolation of the net cash flow of the last year or the average of cash flows over the five previous years by applying the
growth assumptions stated in note 5.1;
◗ discounted future value of the cash flows arising from these
plans at a rate determined using the weighted average cost of
capital (WACC) of the Group.
Recognition of finance leases
At the point of initial recognition the assets treated as finance
leases are posted as tangible assets, with a corresponding financial debt. The asset is recognized at the fair value of the asset at
the start of the lease or, if it is lower, the present value of the
minimum payments under the lease.
Recognition of operating leases
Payments made under operating lease agreements are recognised as expenses in the income statement.
Value impairment is recognised in the income statement, under
other non-recurring expense, if the carrying amount of a cashgenerating unit or group of such units is greater than its recoverable amount. The value impairment is allocated first to the
goodwill apportioned to the CGU or CGU group tested, then to
the other assets of the CGU or CGU group in proportion to their
carrying amount.
Government investment grants
Government grants wholly or partly covering the cost of investing in an asset are recognised as “Trade payables and other
liabilities” and systematically written down in the income statement over the useful lives of the assets concerned.
This allocation must not result in the carrying amount of an
individual asset being lower than its fair value, value in use or
zero.
2.4.9 Impairment of capitalised assets and non-financial
assets
The Group performs systematic impairment tests annually (or
more frequently where value impairment is indicated) of goodwill and other intangible assets that have indefinite useful lives,
and therefore cannot be depreciated.
Impairment losses allocated to acquisition goodwill cannot be
reversed, unlike the impairment losses of other property, plant
and equipment and intangible assets.
In the event of an impairment loss being reversed, the asset’s
carrying amount is capped at the carrying amount, net of any
depreciation or amortisation without taking into account any
value impairment recognised in prior periods. When an impairment loss or a reversal of an impairment loss has been recognised, the depreciation charge is adjusted for future periods
so that the adjusted carrying amount of the asset, less its resi-
For property, plant and equipment, and intangible assets with
finite useful lives, which are therefore depreciated or amortised,
an impairment test is only conducted where impairment is indicated.
Cash Generating Units (CGUs) are the smallest group of assets
generating cash flows largely independently of other asset
22
dual value, if any, is spread systematically over the remaining
useful life.
indication of impairment of these assets, any changes in fair
value that have been recognised directly in equity are transferred
to the income statement.
2.4.10 Financial assets
Purchases and sales of financial assets are accounted for at their
transaction date, the date on which the Group is committed to the
purchase or sale of the asset. On initial recognition, financial assets
are recognised in the statement of financial position at fair value
plus the transaction costs directly attributable to the acquisition or
issue of the asset (except for the category of financial assets measured at fair value, for which transaction costs are recognised
directly in the income statement).
Financial assets are derecognised from the statement of financial
position to the extent that entitlements to future cash flows have
expired or have been transferred to a third party, and the Group
has transferred virtually all the risks and benefits or the control of
such assets. Financial assets, the maturity (or intended holding
period) of which exceeds one year, are recognised under “Noncurrent financial assets”.
On the date of initial recognition, according to the purpose for
which the asset is acquired, the Group classifies the financial asset
in one of the accounting categories specified by IAS 39, “Financial
Instruments: Recognition and Measurement”. The Group does
not use the “Held-to maturity investments” category.
For listed securities, fair value is equal to market price; for unlisted
securities, reference is made to recent arm’s-length transactions
made between informed and willing parties, or to a technical
measurement based on reliable, objective information consistent
with the other estimates used by other market operators or using
discounted cash flow analysis. However, when the fair value of
a security cannot reasonably be estimated, in the last resort it is
carried at historical cost.
This category consists mainly of non-consolidated shareholdings.
Impairment of financial assets
Impairment is recognised on a financial asset or group of financial
assets where there is an objective indication of impairment arising
from one or more events that have occurred since the initial recognition of the asset, and such impairing event has an impact on
the estimated future cash flows from the financial asset or group
of financial assets, and if its carrying value is higher than its estimated recoverable value.
2.4.11 Inventories
Inventories consist mainly of consumables and miscellaneous
goods or supplies used for the maintenance and upkeep of
vehicles or intended for resale.
Financial assets at fair value, recognised in profit or loss
These are financial assets acquired by the Group with the intention
of selling them in the short term.
Derivative financial instruments are also classified as held for trading unless they are designated, effective hedging instruments.
They are measured at fair value and their subsequent fair value
changes are recognised in the income statement.
These inventories are valued at purchase cost. Impairment is
recognised to reduce the purchase cost (determined using the
weighted average cost (WAC) method or the First-in, First-out
(FIFO) method) to the net realisable value if lower. Pursuant to
IAS 2, the net realisable value is the estimated sale price in the
normal course of business, less the estimated cost for completion and realisation of the sale.
Loans and receivables
Loans and receivables are non-derivative financial assets, the
payment of which is fixed or determinable and that are not listed
on a regulated market. These assets are recognised at their fair
value plus the directly attributable costs of transaction and are
then measured at depreciated cost by the effective interest rate
method. An impairment loss is recognised whenever the estimated recoverable amount is below the carrying amount.
2.4.12 Trade receivables and other debtors
Trade receivables and receivables from other debtors are initially
recognised at their fair value which, in most cases is their nominal value, given the generally short payment times. The carrying
amount is subsequently measured where required at an amortised cost using the effective interest rate method, less any
impairment losses.
This category includes operating receivables, deposits and guarantees, loans and concession financial assets.
If there is an objective indication of impairment or a risk that the
Group may be unable to collect all the contractual amounts
(principal plus interest) on the date set in the contractual payment
schedule, an impairment loss is recognised in the income statement. This allowance is equal to the difference between the
carrying amount and the estimated recoverable future cash
flows, discounted at the original effective rate of interest.
Available for sale (AFS) financial assets
These are non-derivative financial assets designated as being
available for sale, or not belonging to the other categories. They
are measured at their fair value in the statement of financial position; changes in value are recognised in equity. When availablefor-sale financial assets are sold, or if there is an objective
23
subsidiaries, joint ventures and associates and their tax values.
This exception applies in particular to the income of subsidiaries
yet to be distributed, should distribution thereof to shareholders
generate taxation; if the Group has decided not to distribute profits retained by the subsidiary in the foreseeable future, no deferred
tax liabilities are recognised.
2.4.13 Cash and cash equivalents
This item includes cash, sight deposits and other short-term
deposits as well as other easily convertible liquid instruments
with negligible risk of a change in value, maturing less than three
months from the date of acquisition.
2.4.14 Corporate income tax
The company GROUPE KEOLIS S.A.S., parent of the tax group,
has opted for the tax consolidation system in France.
Other tax consolidation regimes also exist in Europe and in the
USA. The effect of these regimes is recognised in the income
statement. Most of the French companies subject to corporate
income tax and in which the company GROUPE KEOLIS S.A.S.
holds an equity interest of at least 95% are included in the tax
consolidation group.
2.4.15 Financial debt and long term borrowings
All borrowings are initially recognised at fair value, less the related
borrowing costs. Thereafter, they are recognised at amortised
cost, using the effective interest rate method, with the difference
between the cost and the redemption value recognised in the
income statement over the term of the borrowings.
The effective interest rate is the rate used to obtain the original
carrying amount of a loan by discounting the future cash inflows
or outflows over the loan’s term. The original carrying amount of
the loan includes the transaction costs of the operation and any
issuance premiums.
The income tax expense or income includes the current tax
expense or income and the deferred tax expense or income. Tax
is recognised in profit for the year unless it relates to items that are
directly recognised under equity, in which case, the tax is recognised under equity.
When a debt is reimbursed early, any non-amortised costs are
recognised as expenses.
Current tax is the estimated amount of tax due on the taxable profit
for the period. It also includes adjustments to the amount of tax
payable in respect of previous periods.
2.4.16 Derivative financial instruments
The Group uses derivative financial instruments to manage
exposure to financial market risks resulting from its operational,
financial and investment activities:
◗ Interest rate risk;
◗ Foreign exchange risk;
◗ Commodities risk.
Deferred tax is calculated for each individual entity according to
the balance sheet approach, on the temporary differences
between the carrying amount of the assets and liabilities and their
taxation base, including assets of which the Group has possession under finance lease agreements.
The derivative financial instruments are measured and recognised at fair value in the statement of financial position on the
date they are established, then on each financial year end date.
Fair value is measured by using standard valuation methods and
is based on the mid-market conditions commonly used in the
markets. The market data used is Level 2 data, as described in
IFRS 13.
Measurement of deferred tax assets and liabilities depends on
whether the Group expects to recover or to pay the carrying
amount of the assets and liabilities, under the variable-carryforward method, using the rates of taxation that were adopted or
virtually adopted at the reporting date. A deferred tax asset is only
recognised or maintained as an asset to the extent that the Group
is likely to benefit from future taxable profits to which the related
deductible temporary difference may be imputed.
The treatment of the gains and losses under the fair value revaluation depends on whether or not the derivative instrument is considered a hedging instrument and the nature of the hedged item.
The deferred tax assets and liabilities are not discounted.
The changes in fair value of derivative financial instruments that
are not eligible for hedge accounting are recognised under financial income/(expense).
Deferred tax assets and liabilities are offset in each taxable entity
when it recovers the asset and settles the liability on the same due
date, subject to the following conditions being met:
◗ legally enforceable right to offset,
◗ intention to settle,
◗ schedule of payments.
Certain derivative financial instruments are eligible for one of the
three hedge accounting categories defined in IAS 39:
◗ Fair value hedge;
◗ Cash flow hedge;
◗ Net investment hedge.
They are recognised in accordance with hedge accounting rules.
Deferred tax liabilities are recognised for all taxable temporary
differences, with the exception of certain differences between the
values of the Group’s proportionate interests in the net assets of
24
The criteria to apply hedge accounting are mainly:
◗ general hedging documentation that describes the Group’s
exposure to the various financial risks and its hedging strategy,
◗ a hedging relationship clearly established on the date on which
each derivative financial instrument is established,
◗ the use of effectiveness testing to demonstrate the effectiveness of the hedging relationship prospective to the date of
establishment, and retrospective to each financial close. This
effectiveness must be reliably measured and fall within 80%
and 125%.
within equity (OCI - other comprehensive income). The other
items are recognised as financial income/(expense):
◗ changes in fair value of derivative financial instruments not eligible for hedge accounting (for example, the asymmetrical
portion of collars);
◗ changes in the time value of all derivative financial instruments;
◗ option premiums.
Foreign exchange risk
The Group has put in place intra-group loans denominated in
foreign currency and recognised in current accounts. In order to
cover the resulting foreign exchange risk, the Group uses derivative financial instruments which allow it to fix the exchange rate of
these intra-group loans.
Interest rate, foreign exchange and commodity derivative financial instruments are entered into with first-class bank counterparties in accordance with the Group’s counterparty risk
management policy. Consequently, the counterparty risk can be
regarded as negligible.
The Group also makes net investments in the capital of its foreign
subsidiaries in local currency. To cover the foreign exchange risks
engendered by these investments, the Group uses derivative
financial instruments in controlled amounts. Management’s objective is to protect the balance sheet values of these investments in
local currency. The foreign exchange hedging policy implemented
to achieve this objective consists of maintaining a reference
exchange rate defined for the year.
Interest rate risks relating to the variable rate portion of its
financial debt
The Group’s interest rate risk exposure results from its financial
debt. The Group covers this risk by using derivative financial
instruments.
The objective of the risk management is to protect the Group’s
financial income/(expense) from an increase in interest rates,
while taking advantage of a decrease in rates to the greatest
extent possible.
The derivative financial instruments used by the Group are standard, liquid and market-available:
◗ forward and futures sales and purchases;
◗ foreign exchange swaps;
◗ call options;
◗ put options in combination with call options to provide symmetric or asymmetric collars.
The interest rate hedging policy implemented consists in favouring fixed rate derivative financial instruments. The management
horizon adopted is usually a rolling five years, but this can be
greater dependent upon the hedging requirement.
Most of the derivative financial instruments held by the Group are
eligible for net investment hedge accounting as described in IAS
39. The derivative financial instruments that are not eligible are
recognised under trading.
The derivative financial instruments which the Group uses, are
standard, liquid and available on the market, namely:
◗ swaps;
◗ cap calls;
◗ sales of caps to unwind an existing cap or to realise a cap
spread;
◗ floor puts if tied with cap calls to create a symmetrical or asymmetrical collar;
◗ floor calls, in particular to buy back floors that constitute asymmetrical collars;
◗ swaption calls;
◗ swaption puts if tied with calls to constitute swaption collars.
Changes in the intrinsic value of derivative financial instruments
recognised under net investment hedges are entirely recognised
within equity (OCI). The other items are recognised as financial
income/(expense):
◗ Changes in fair value of derivative financial instruments not eligible for hedge accounting (for example, the asymmetrical portion of collars);
Derivative financial instruments eligible for hedge accounting are
recognised under cash flow hedges. The derivative financial
instruments that are not eligible are recognised under trading.
Commodities price risks
Within the scope of its activities, the Group is exposed to a risk
in the fluctuation of the price of certain commodities, in particular diesel.
The diesel price fluctuation risk is generally hedged using price
recognised under cash flow hedges are entirely recognised
25
indexation included in the contracts signed by GROUPE KEOLIS
S.A.S. and its subsidiaries with their clients. For its diesel purchases, the Group nonetheless bears the price risk until it is
passed on to its customers. This time lag, when it exists, usually
lasts only a few months, and up to a maximum of twenty-four
months. A hedging policy has been set up to cover this partial
exposure.
employees their entitlements. Hence, once the contributions are
paid, no liability is reported in the Group’s financial statements.
(b) Defined benefit plans
Defined benefit plans refer to plans providing post-employment
benefits other than defined contribution plans. The Group has a
duty to accrue provisions for the benefits to be paid to serving
members of its staff, and to pay the benefits of former members
of its staff. In substance, the actuarial and investment risks lie with
the Group.
Management’s objective for commodity risk management is to
defend the prices indexed under the contracts.
The Group covers this commodities risk using standard, liquid
and market-available derivative financial instruments, namely:
◗ swaps;
◗ cap calls;
◗ cap puts to unwind an existing cap or to realise a cap spread;
◗ floor puts if tied with cap calls to create symmetrical or asymmetrical collars;
◗ floor calls, in particular to buy back floors that constitute asymmetrical collars.
These plans mainly concern the following:
◗p
ension commitments: pension annuity plans, retirement gra-
tuities, other retirement commitments and additional pension
benefits;
◗other long term benefits: long service awards.
Description of commitments under defined benefit plans
Apart from ordinary, statutory schemes, the Group provides,
according to country and local legislation, retirement gratuity
schemes (France), defined benefit pension schemes (United
Kingdom and Canada) and pensioners’ health benefit schemes
(Canada and USA).
Derivative financial instruments eligible for hedge accounting are
recognised under cash flow hedges. The derivative financial
instruments that are not eligible are recognised under trading.
recognised under cash flow hedges are entirely recognised
within equity (OCI). The other items are recognised as financial
income/(expense):
◗ Changes in fair value of derivative financial instruments not
eligible for hedge accounting (for example, the asymmetrical
portion of collars);
◗ the contango/backwardation component, corresponding to
the price difference between the forward price for swaps (or
exercise price for options) and the spot price;
In France, retirement gratuities paid to the employee on leaving
employment are determined according to the national collective
labour agreement or the company agreement applying in the
business. The following are the two main collective labour agreements applied within the Group:
◗ “ Convention collective des transports publics urbains”
(CCN_3099) – the national collective labour agreement for
urban public transport;
◗ “ Convention collective des transports routiers” (CCN_3085) –
the national road-haulage collective labour agreement.
These schemes are partly financed by insurance policies. Their
value is measured over the average term of the policies (20 years)
except in the case of GROUPE KEOLIS S.A.S., Keolis S.A. and
subsidiaries of the EFFIA group, which are measured on a perpetuity basis.
2.4.17 Provisions
Provisions for pension and post-employment commitments (IAS 19 revised)
The Group offers its employees various fringe benefits while they
are in employment or after employment. These benefits arise
under the legislation applicable in certain countries and under
contractual arrangements concluded by the Group with its
employees, and are either defined contribution plans or defined
benefit plans.
Annual actuarial evaluations of the commitments of the defined
benefit schemes are carried out each year end primarily by independent actuaries.
Commitments for pensions, additional pension benefits and
retirement gratuities are measured using a method that takes
account of the projected final end-of-career salaries (termed the
Projected Unit Credit Method) on an individual basis, which is
based on assumptions of discount rates and expected longterm yields from the funds invested for each country, and on
assumptions regarding life expectancy, staff turnover, trends in
(a) Defined contribution plans
Defined contribution plans are characterised by payments to
organisations that discharge the employer from any subsequent
obligation, with the organisations taking responsibility for paying
26
pay, annuity revaluations and the discounted value of payable
sums. The specific assumptions for each plan take local economic and demographic factors into account.
and major servicing operations on facilities managed under a
public service agreement. The resulting maintenance and repair
costs are analysed in accordance with IAS 37 on provisions and,
where applicable, provisions are accrued for heavy maintenance
and major servicing and also for lossmaking contracts in the event
that the unavoidable costs incurred to meet the contractual obligation are greater than the economic benefits of the contract.
The value entered in the statement of financial position under
provisions “pensions and other employment benefits” is the
difference between the discounted value of the future obligations
and the fair value of the pension plan assets intended to cover
them. Where the result of this calculation is a net commitment,
an obligation is recognised as a liability in the statement of financial position.
In cases of restructuring, an obligation is accrued in so far as the
restructuring has been announced and is the object of a detailed
formalised plan or has been started prior to the reporting date.
When bids are won in France or abroad, the asset representing
pension rights and all other employee benefits recognised at the
start of the franchise is determined on the basis of the amount
of pension liabilities and other employee benefits over the estimated life of the contract.
Provisions due in more than one year are discounted whenever
the impact is material.
2.4.18 Payments in shares and similar payments
The Group has no share option plans or share purchase warrants for the benefit of its members of staff.
Actuarial gains/losses relating to post-employment benefits resulting from experience and changes in actuarial assumptions are
recognised directly in equity in the year in which they are incurred
and are off set against the increase or decrease of the obligation.
They are set out in the statement of comprehensive income.
2.4.19 Trade payables and other accounts payable
Trade payables and other accounts payable are measured at
their fair value at initial recognition, which in most cases is their
nominal value, and otherwise at the amortised cost. Short-term
payables are recognised at their nominal amount unless discounting at the market rate would have a material impact.
In the income statement, the cost of service earned during the
financial year is included in the operating profit.
In the event of long payment delays, the suppliers’ debt is discounted.
The interest cost in respect of the discounting of pensions and
similar obligations, and the income relating to the expected yields
from the pension plan assets, are recognised under financial
income and expense.
Other payables include deferred revenues, corresponding to
income received for services not yet provided, and investment
grants not yet credited in the income statement.
The actuarial calculations for pension and similar commitments
are mainly performed by independent actuaries.
2.4.20 Revenue and other business income
Revenue and other business-related income are measured at the
fair value of the consideration received or accrued.
Long service medals are valued on the same basis as pension
commitments, with the exception of the recognition of actuarial
gains and losses. Actuarial gains and losses are recognised in
the income statement.
They are measured net of discounts and commercial benefits
given, where the service has been provided. No income is recognised where there exists significant uncertainty as to the recoverability of the consideration receivable or the costs incurred or to
be incurred in relation to the service, and where the Group remains
involved in managing the income.
Furthermore, the Group has implemented a long-term employee
retention scheme.
Other types of provisions
Provisions are accrued where at the end of the reporting period
there is a present legal or implicit obligation towards third parties
arising from a past event and there is a probability that an outflow
of resources embodying economic benefits will be required to
settle this obligation and a reliable estimate can be made of the
amount.
In the context of its activity, the Group is generally subject to a
contractual obligation to carry out multiyear heavy maintenance
The revenue from urban passenger transport companies is recognised according to the terms of the contract signed with the public
transport authority, taking account of all additional clauses and any
vested rights (indexation clauses, etc).
The same applies for revenue from intercity passenger transport
companies, and other activities not under contract, recognised
according to the services provided.
Revenues include fees from value added services arising from the
27
Group’s knowhow. These activities (excluding transportation)
mainly relate to the management of car parks, airports and bike
rental.
startup costs in a new country or zone, and to other items that are
by their nature non-recurring.
Effects of changes in scope recognised directly in income include:
◗direct acquisition costs in the case of a takeover;
◗effects of revaluations, at fair value on the acquisition date, of noncontrolling interests previously acquired in the case of an acquisition in stages;
◗subsequent earn-outs;
◗profit or loss from divestments of holdings which lead to a change
in the method of consolidation as well as, where applicable, the
revaluation effects of retained non-controlling interests.
Other business-related income covers fees for services consisting
mainly of revenues classified by the Group as incidental, as well as
the remuneration of concession financial assets.
2.4.21 Other operating expenses
Since they are a recurrent feature of the activity, losses or gains
on sales of transport equipment are recognised on a separate
line, and included in profit from continuing operations.
2.4.25 EBITDA calculation
EBITDA is calculated based on operating profit/(loss), plus or
minus the profit or loss on asset disposals, the amounts representing depreciation and amortisation, increases and reversals
of provisions and the share of grant income released.
2.4.22 Other operating income
Other operating income mainly comprises the CICE (tax credit
for competitiveness and employment) which was created to help
companies finance their competitiveness, in particular through
investment, research, innovation, recruitment, prospection of
new markets, environmental transition and replenishment of their
working capital. It applies to remuneration not exceeding two
and a half times the minimum wage that the companies pay their
employees in the course of the calendar year. In 2015, the tax
credit rate remained unchanged at 6%.
Recurring EBITDA corresponds to EBITDA less material nonrecurring items.
2.4.26 Financial income (expense)
Financial expenses include interest on borrowings and financial
debt calculated using the effective interest rate method, the cost
of early loan repayments or of cancelling credit lines, the financial
interest not directly attributable to the operating margin and the
financial cost of discounting non-current liabilities.
The CICE is deducted from corporate income tax due for the
year during which the remuneration used for the calculation of
the tax credit was paid. Any non-deducted credit is treated as a
receivable from the State and can be used to pay tax due in the
three years following that in which the credit was earned. At the
end of this period, any remaining non-deducted amount is reimbursed to the company.
Financial income includes income from deposits of cash or cash
equivalents and dividends received from non-consolidated companies.
The Group holds the view that the CICE is a type of public subsidy within the application of IAS 20, insofar as it is used for
financing working capital related expenditure. The CICE is recognised under operating subsidies in the line “Other operating
income” of the consolidated income statement.
Other financial income and expense include net foreign exchange
gains and losses, bank commissions on credit transactions
booked as an expense and their rebilling as income, changes in
the fair value of derivative financial instruments when they are to
be recognised in the income statement and are recognised
respectively as financial income or expenses on transactions,
with the exception of changes in the fair value of hedging derivatives which are recorded on the same line as the transaction
hedged within operating profit. Therefore, any change in the fair
value of derivatives, when they are not eligible for hedge accounting, and the change in value of the ineffective portion for cash
flow hedging are recognised in the financial result.
2.4.23 Recurring operating profit
Recurring operating profit corresponds to the whole of the
expenses and income arising from the Group’s recurring operating
activity before financing activities, the earnings of associates,
activities discontinued or being sold and taxation.
2.4.24 Operating profit or loss
Operating profit includes recurring operating profit and all transactions not directly related to the normal conduct of business,
but that cannot be directly attached to any other item in the
income statement.
All interest on borrowings is recognised as a financial expense
as and when incurred.
2.4.27 Changes made to comparative periods
The only change in accounting principles to be noted is that
presented under paragraph 2.2 relating to the application of the
IFRIC 21 Interpretation “Levies” as of 1 January 2015.
Income and expenses, charges to depreciation and provisions on
non-recurring items include all non-recurring operations where
costs are significant: this applies in particular to offensive bids, restructuring costs, disposal gains or losses on assets other than
transport equipment, the amortisation of contractual rights and
28
3 • Highlights of the financial year
Amendment to syndicated loan agreement
On 11 June 2015, GROUPE KEOLIS S.A.S. signed an amendment to the syndicated loan agreement dated 12 July 2013. The
main characteristics of this amendment are:
◗an increase in the maximum amount from €800 million to €900
million,
◗an adjustment of the financial conditions to correspond to the
current market, which are more favourable,
◗an extension of the maturity until 11 June 2020,
◗a provision under which Keolis may extend the maturity by an
additional year, in 2016 and 2017, subject to the approval of
the entire financing syndicate. Maturity could thereby be
extended until 11 June 2022.
By virtue of the principle of debt continuity, the implementation
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
million, with the remaining undrawn amount €300 million.
Acquisition of ATE in Australia
On 1 May 2015, Keolis Downer (51%-owned by Keolis and 49%
by Downer EDI), Australia’s largest light rail operator, acquired
Australian Transit Enterprises (ATE), one of the country’s biggest
bus operators.
Through this acquisition, Keolis Downer has become the leading
privately-owned multi-modal public transport operator in
Australia.
Established in 1974 as a family business, ATE has since continued to grow, generating revenue of approximately AUD 190
million (€136 million) in 2014. Headquartered in Brisbane, ATE
operates a fleet of nearly 1,000 buses and runs urban, inter-city
and school services in three states: South Australia (Adelaide),
Western Australia (Perth) and Queensland (Brisbane). The company currently employs 1,600 people.
As the 5th largest private bus operator in Australia, ATE consists
of 4 business divisions:
Path Transit, providing timetabled route and school bus services
in the suburbs of Perth (Western Australia);
Southlink, providing timetabled route and school bus services in
metropolitan Adelaide (South Australia);
LinkSA, providing timetabled route, school, special bus and diala-ride services within 100km of Adelaide (South Australia);
Hornibrook, providing timetabled route and school bus services
in the suburbs of Brisbane (Queensland).
29
4 • Notes to the consolidated income statement
4.1 Staff costs
Staff costs
(€ million)
Wages and social charges
31/12/2015
31/12/2014
(2,437.4)
(2,240.4)
(63.0)
(62.7)
Taxes on remuneration
(390.6)
(226.0)
(2,891.0)
(2,529.1)
31/12/2015
31/12/2014
Managers
2,425
2,171
Supervisory and technical staff
6,461
6,210
Clerical and manual employees, drivers
45,938
42,907
Total
54,824
51,288
31/12/2015
31/12/2014
91.0
104.7
(12.4)
(15.6)
0.5
1.0
(21.0)
(28.1)
Other staff expenses
(1)
Total
(1) Other staff expenses include incentive schemes and profit sharing.
Average number of employees
The number of staff in the companies acquired during the period is averaged over the period.
4.2 Other operating income
Under the CICE, the Group received €49.5 million in 2015, compared to €50.2 million in 2014.
4.3 Operating profit
(€ million)
Non-recurring costs of offensive bids
Profit/(loss) on non-recurring fixed asset disposals
Amortisation of contractual rights and others
(1)
(6.7)
Other non-recurring items
(9.3)
◗Net reorganisation expenses
(8.5)
◗Change in provisions for contract losses
1.4
3.3
◗ Other
0.2
(6.6)
Total non-recurring items
(6.0)
(39.6)
(52.0)
51.4
52.7
(1) This item includes negative goodwill in Belgium amounting to €5.7 million in 2015 and €5.3 million of depreciation of goodwill in the USA in 2014.
30
4.4 EBITDA calculation
31/12/2015
(€ million)
51.4
52.7
221.7
190.2
Operating profit
31/12/2014
30.6
20.8
Depreciation and provisions on non-recurring items
Including amortisation of contractual rights and brands
26.7
Including Belgium negative goodwill and KTA goodwill depreciation
(5.7)
22.8
5.3
(6.3)
(5.5)
Reversals of operating provisions utilised on recurring items
(9.4)
(10.4)
Reversals of provisions utilised on non-recurring items
(2.3)
(4.6)
Profit/(loss) on non-recurring fixed asset disposals
(0.5)
(1.0)
(0.9)
(1.1)
274.6
250.9
Profit/(loss) on fixed asset disposals
EBITDA
21.6
26.9
296.2
277.8
Non-recurring income and expense(1)
Recurring EBITDA
(1) Non-recurring income and expense include significant offensive bid costs, major restructuring expenses and other significant exceptional items.
4.5 Financial income / (expense)
31/12/2015
(€ million)
31/12/2014
(18.6)
(18.1)
Net cost of financial debt
(19.0)
◗ of which Cost of gross financial debt
(19.7)
0.9
◗ of which Income from cash and cash equivalents
1.0
7.5
7.3
Other financial income and charges
(18.2)
(19.0)
Other financial charges
(5.2)
◗ of which foreign exchange impact
(1.0)
(29.8)
(29.3)
(€ million)
31/12/2015
31/12/2014
Govia (UK)
12.4
5.7
First / Keolis Transpennine (UK)
9.4
10.1
Other associates (France)
0.7
0.1
Financial income / (expense)
4.6 Share in net profit for the year from investments under the equity method
Other associates (international, excluding UK)
(0.1)
-
Total joint ventures and associates
22.4
16.0
31
4.7 Taxation
The 2015 tax charge amounts to €18 million.
31/12/2015
31/12/2014
Current tax expense
(24.8)
(32.9)
Tax payable for the period
(25.3)
(33.6)
(€ million)
Adjustments in respect of prior years
0.5
0.7
Deferred tax income
6.8
21.3
Deferred tax for the period
6.8
24.4
-
(3.1)
(18.0)
(11.6)
Impairment loss on deferred tax asset
Tax expense for the year
The Group has opted to present a reconciliation of its effective rate at 34.43%, rather than 38%, which is the 2015 rate including
the additional contribution of 10.7% (2013 Finance Act).
This rate of 38% will not in fact apply to the Group because the impact of the reversal of deferred income taxes is insignificant in
the period and currently this measure is only temporary.
The reconciliation between the legal rate of taxation in France and the effective rate is as follows:
31/12/2015
In %
Profit for the year
In € million
31/12/2014
In %
In € million
26.0
27.8
(22.4)
(16.0)
Taxation
18.0
11.6
Profit before tax and before profit/loss from associates
21.6
23.3
Legal rate of taxation in France
34.43%
(7.4)
34.43%
(8.0)
French / foreign taxation rate differentials
-9.22%
2.0
2.99%
(0.7)
Effect of reduced rates and changes in tax rates
12.07%
(2.6)
2.45%
(0.6)
Adjustment in respect of tax for prior years
-2.18%
0.5
-3.13%
0.7
Other permanent differences
Crédit d’Impôt Compétitivité Emploi
22.02%
(4.8)
15.33%
(3.6)
-79.37%
17.1
-73.71%
17.3
Effect of direct taxation (CVAE)
43.17%
(9.3)
37.06%
(8.7)
Unrecognised deferred tax assets
62.46%
(13.5)
34.31%
(8.0)
Effective rate of taxation
83.38%
(18.0)
49.73%
(11.6)
Unrecognised deferred tax assets mainly relate to North America and Germany.
Deferred tax included within non-current assets and liabilities breaks down as follows:
31/12/2015
31/12/2014
Deferred tax assets
84.6
79.9
Less than one year
16.7
8.4
More than one year
67.9
71.5
(€ million)
(177.5)
(153.8)
Less than one year
(17.3)
(6.3)
More than one year
(160.2)
(147.5)
Deferred tax liabilities
32
Unused losses amounted to €238 million at 31 December 2015
of which €112 million were not recognised, taking into account
assumptions on the usability of these losses within available time
limits, which would represent a deferred tax asset of €26.2 million.
At each financial year end, the Group assesses for each tax entity
the probability of its having taxable profits against which to offset
its deferred tax assets or to use available unrecognised tax credits. In making this assessment, the Group takes account of,
among other factors, past and present taxable profit, and the
companies’ prospects for making future taxable profits.
The change in the net deferred taxes recorded in the statement of financial position breaks down as follows:
Net position
(€ million)
(73.9)
Opening balance on 1 January 2015
Recognised in equity
0.1
Recognised in profit for the year
6.8
(27.2)
Effect of consolidation scope changes
1.3
Foreign exchange translation difference and other movements
(92.9)
Closing balance on 31 December 2015
Net position
(€ million)
(100.3)
Opening balance on 1 January 2014
8.6
Recognised in equity
Recognised in profit for the year
21.3
Effect of consolidation scope changes
(5.2)
1.5
Foreign exchange translation difference and other movements
(73.9)
Closing balance on 31 December 2014
Net deferred taxes by type are as follows:
31/12/2015
31/12/2014
(152.8)
(140.8)
Staff benefits
45.9
40.7
Tax losses
29.2
29.9
Other timing differences
(15.2)
(3.7)
Closing balance on 31 December
(92.9)
(73.9)
(€ million)
Purchase accounting asset revaluations
33
5 • Notes to the consolidated statement of financial position
5.1 Goodwill
Changes in carrying amount
France
Continental
Europe
Australia
UK
North
America
Total
740.5
0.4
103.6
-
222.8
38.2
1,105.1
0.1
38.8
-
-
39.3
Disposals
Impairment loss for the period
-
-
-
-
-
-
-
-
-
-
-
-
(3.0)
(2.4)
(1.9)
-
2.6
(4.7)
At 31 December 2015
737.8
101.2
36.9
222.8
40.9
1,139.6
Of which gross value
737.8
103.2
37.2
222.8
51.3
1,152.3
-
(2.0)
(0.2)
-
(10.4)
(12.7)
(€ million)
At 1 January 2015
Acquisitions (1)
Foreign exchange translation differences and
others
Of which accumulated amortisation and
impairment charges
(1) The additional goodwill recorded in 2015 arises principally from the acquisition of ATE on 1 May 2015.
The assessment of assets and liabilities at the date of acquisition is currently underway and will be completed within one year.
(€ million)
At 1 January 2014
France
Continental
Europe
Australia
UK
North
America
Total
729.5
100.0
-
222.8
41.1
1,093.5
17.3
12.1
5.2
-
-
Disposals
-
-
-
-
-
-
Impairment loss for the period
-
-
-
-
(5.3)
(5.3)
(1.2)
(1.6)
-
-
2.4
(0.4)
At 31 December 2014
740.5
103.6
-
222.8
38.2
1,105.1
740.5
105.6
-
222.8
48.3
1,117.1
-
(2.0)
-
-
(10.0)
(12.1)
Acquisitions
Foreign exchange translation differences and
others
Of which accumulated amortisation and
impairment charges
Impairment testing
The main assumptions made for impairment tests are as follows:
Long-term growth rates
The growth rate applied to the main cash-generating units or
groups thereof was 2%.
Discount rate
The discount rate used is based on the average cost of capital
reflecting current market assessments of the time value of money
and the risks specific to the tested asset.
Sensitivity of recoverable amounts
Sensitivity tests on groups of cash-generating units were carried
out by varying the long-term growth rates or the WACC (weighted
average cost of capital).
The average weighted cost of capital has been determined by a
combination of two methods: the “Capital Asset Pricing Model”
(CAPM) method and the average weighted cost of capital method
for comparable listed companies. Taking into account these factors, the cost of capital used to discount future cash flows was set
at 4.8% in 2015 versus 5.6% in 2014.
A 0.5 point decrease in the indefinite growth rate leaves a positive
margin between the value in use and the carrying amount of cashgenerating units.
A 0.5 point increase in the discount rate leaves a positive margin
between the value in use and the carrying amount of cash-generating units.
These discount rates are rates after tax applied to cash flows after
tax. Use thereof results in recoverable amounts identical to those
obtained by using pre-tax rates applied to non-taxable cash flows,
in accordance with IAS 36.
34
5.2 Other intangible assets
Software
Trademarks
Contractual
rights
Other (1)
Total
At 1 January 2015
40.0
63.6
268.3
118.0
489.9
Acquisitions
20.7
-
-
41.0
61.6
(€ million)
Assets disposed of and scrapped
Amortisation
(1.3)
-
-
(1.4)
(2.7)
(21.1)
(2.0)
(25.4)
(26.1)
(74.6)
-
-
68.8
-
68.8
Foreign exchange translation
differences and other movements (2)
16.4
0.6
(1.6)
(24.6)
(9.3)
At 31 December 2015
54.6
62.3
310.1
106.9
533.9
144.7
70.4
552.4
230.9
998.4
Of which cumulative depreciation and
impairment losses
(90.1)
(8.1)
(242.3)
(124.0)
(464.5)
Software
Trademarks
Contractual
rights
Other (1)
Total
At 1 January 2014
33.8
65.6
281.6
94.7
475.6
Acquisitions
17.6
-
0.2
28.5
46.3
Changes in reporting scope
(€ million)
-
-
-
(0.5)
(0.5)
(18.5)
(2.0)
(20.7)
(22.7)
(64.0)
-
-
6.1
-
6.2
7.1
0.1
1.2
17.9
26.2
40.0
63.6
268.3
118.0
489.9
120.2
69.7
481.2
224.4
895.5
Of which cumulative depreciation and
impairment losses
(80.2)
(6.1)
(212.8)
(106.4)
(405.5)
Amortisation
differences and other movements (2)
At 31 December 2014
(1) Of which net value of intangible concession assets of €48.4 million in 2015 versus €56.7 million in 2014.
(2) Mainly relates to contractual rights acquired in Australia (ATE).
35
42.8
427.1
52.7
75.0
Other
Total
183.4
PPE under
construction
25.4
Transport
equipment
At 1 January 2015
Buildings
(€ million)
Land &
Developments
Equipment and
tooling
5.3 Property, plant and equipment
806.3
2.4
13.3
12.4
123.5
19.6
19.2
190.3
(1.8)
(3.3)
(1.6)
(20.8)
(1.0)
(6.3)
(34.8)
Depreciation
Acquisitions
(1.8)
(22.2)
(13.5)
(92.9)
0.1
(18.0)
(148.3)
Changes in reporting scope (1)
4.9
0.1
-
62.4
-
2.0
69.3
differences and other movements
8.6
46.8
7.2
(9.4)
(36.3)
(7.9)
9.0
At 31 December 2015
37.8
218.0
47.2
489.8
35.1
64.0
891.8
45.9
391.2
140.6
1,135.4
35.1
172.4
1 920.6
Of which cumulative depreciation
and impairment losses
(8.2)
(173.2)
(93.5)
(645.6)
-
(108.4)
(1,028.8)
44.2
379.9
37.2
67.8
729.0
11.4
8.3
116.6
39.9
25.2
205.2
(3.0)
(1.1)
(0.3)
(26.5)
(0.4)
(1.1)
(32.3)
Depreciation
(1.1)
(16.9)
(12.4)
(84.9)
-
(17.7)
(133.0)
-
0.7
-
35.3
-
1.0
37.0
0.1
15.1
2.9
6.6
(24.0)
(0.2)
0.5
At 31 December 2014
25.4
183.4
42.8
427.1
52.7
75.0
806.3
31.4
338.8
128.0
1,050.1
52.8
170.2
1,771.3
Of which cumulative depreciation
and impairment losses
(6.0)
(155.4)
(85.2)
(623.0)
(0.1)
(95.2)
(965.0)
differences and other movements
Other
Total
174.2
3.8
PPE under
construction
25.6
Acquisitions
Transport
equipment
At 1 January 2014
Buildings
(€ million)
Land &
Developments
Equipment and
tooling
(1) Relates mainly to acquisition in Australia (ATE).
Finance leases
At 31 December 2015, finance leased assets included within assets in the statement of financial position comprised:
Transport
equipment
(€ million)
Land and
Buildings
Total
Gross value
276.1
7.0
283.1
Depreciation
(143.3)
(3.9)
(147.2)
132.9
3.1
136.0
1 year
1 to 5 years
> 5 years
Total
26.1
77.9
19.6
123.6
5.3
7.7
4.5
17.5
31.4
85.6
24.1
141.1
Total finance leased fixed assets
Schedule of minimum finance lease payments
(€ million)
Principal
Interest
Finance lease payments
36
5.4 Investments under the equity method
The Group holds several investments in joint ventures and associates notably in the United Kingdom, consolidated under the equity
method.
The changes in the value of these investments during the financial year can be explained by the items below:
31/12/2015
31/12/2014
At 1 January
32.5
20.1
Net profit attributable to Group
22.4
16.0
(€ million)
-
-
Profit/(loss) from investments under equity method
22.4
16.0
Change in fair value affecting equity (1)
13.1
8.4
Foreign exchange translation differences
(1.5)
0.7
(31.9)
(12.9)
0.6
0.2
35.1
32.5
Depreciation
Dividends paid
Changes in consolidation scope & other
At 31 December
(1) Changes in fair value affecting equity relate to actuarial gains and losses within the defined benefit pension schemes of the Railways Pension Scheme which are a
function of franchise length.
The financial elements relating to significant joint ventures are presented below at 100% of their values:
Non-current assets
27.0
1.8
NA
NA
Net WCR
31.8
25.4
NA
NA
Equity
56.8
27.3
NA
NA
35.5
20.8
NA
NA
2.0
(0.1)
NA
NA
NA
NA
Incl. net profit
Net assets
56.8
27.3
Percentage owned
35%
45%
19.9
12.3
3.0
-
-
-
37.6
Total associates
Others
First / Keolis
Transpennine
Govia & subsidiaries
At 31 December 2014
Total associates
Others
First / Keolis
Transpennine
(€ million)
Govia & subsidiaries
At 31 December 2015
2.8
NA
NA
7.5
29.2
NA
NA
45.1
32.0
NA
NA
16.4
22.5
NA
NA
-
-
NA
NA
NA
NA
45.1
32.0
35%
45%
35.1
15.8
14.4
2.3
32.5
-
-
-
-
-
Reconciliation of financial data with value of
investments under equity method:
Group share of net assets
Goodwill
Other
Net book value of investments
-
-
-
-
-
-
-
-
19.9
12.3
3.0
35.1
15.8
14.4
2.3
32.5
37
Deposits and
guarantees
1.4
29.6
33.6
0.7
125.4
190.8
Impairment
-
(0.3)
-
-
-
(0.3)
Total
Securities
available for sale
Gross value
(€ million)
Concession
financial assets
Loans and
receivables
Derivative assets
5.5 Current and non-current financial assets
0.7
125.4
190.5
18.5
0.7
-
19.4
◗ More than one year
1.3
29.4
15.0
-
125.4
171.1
Securities
available for sale
Deposits and
guarantees
1.5
23.3
36.7
(€ million)
Total
33.6
-
Concession
financial assets
29.4
0.1
Net value
Derivative assets
1.4
◗ Less than one year
Loans and
receivables
At 31 December 2015
At 31 December 2014
Gross value
0.1
106.1
167.7
-
(0.3)
-
-
-
(0.3)
1.5
23.0
36.7
0.1
106.1
167.4
◗ Less than one year
(0.1)
-
19.7
0.1
-
19.7
◗ More than one year
1.6
23.0
17.0
-
106.1
147.7
Impairment
Net value
The securities available for sale relate to investments in companies which are not consolidated.
The changes in concession financial assets in the period include new acquisitions for €22.3 million and reimbursements for €8.1
million.
5.6 Inventories
At 31 December 2015
At 31 December 2014
Gross inventories
86.4
82.5
Provisions
(4.4)
(4.4)
Net inventories
82.0
78.0
(€ million)
38
5.7 Trade and other receivables
At 31 December 2015
At 31 December 2014
429.6
394.2
8.1
8.2
Amortisation of accounts receivable
(11.3)
(10.9)
Trade receivables
426.4
391.5
4.4
7.2
151.4
119.6
24.8
21.8
169.5
163.0
(1.3)
(1.1)
348.8
310.5
(€ million)
Trade receivables
Advances and down payments on orders
Receivables from staff and welfare agencies
Central government and local authorities
Prepayments
Other
(1)
Depreciation of other debtors
Other receivables
(1) Other receivables for 2015 include €65 million representing the Australian Department for Transport’s guarantee on extra holiday rights; these rights appear under liabilities as
payables to staff.
5.8 Cash and cash equivalents
Analysis by type
(€ million)
At 31 December 2015
At 31 December 2014
287.3
228.0
25.4
66.6
312.7
294.6
(189.9)
(117.7)
122.8
176.9
Cash
Short term investments
Total recognised as assets
Bank overdrafts
Net cash and cash equivalents
Cash equivalents include highly liquid short term investments that
are easily convertible into a known amount of cash and present
no significant risk of loss of value.
€27.4 million at 31 December 2015 versus €23.6 million at 31
December 2014.
The receivable arising in 2013, 2014 and 2015 from the CICE
implemented by the French government and recognised by
French consolidated tax groups was subject to a “Dailly” sale.
The Group takes the view that its UCITS classified by the AMF
(French financial markets authority) as “euro money-market” meet
the criteria necessary to classify them as cash equivalents.
In 2015, the Group carried out several transactions to monetise
trade receivables. The amount of receivables thus monetised was
39
5.9 Equity
Distributable reserves and earnings
At 31 December 2015, the company GROUPE KEOLIS S.A.S.
had distributable reserves and earnings of €143.0 million and
€29.2 million respectively.
Share capital and share premium
At 31 December 2015, the share capital was €237.9 million,
comprising 180,218,865 ordinary shares with a nominal value
of one euro and thirty-two cents each, fully paid up. The share
premium amounted to €303.2 million.
Non-controlling interests
At 31 December 2015, non-controlling interests amounted to
€51.9 million as against €21.0 million at 31 December 2014.
The main non-controlling interests are Keolis Commuter Services
LLC, Keolis Downer and KDR Victoria Pty Ltd.
The Group’s borrowing contracts do not include any mandatory
gearing ratio clauses.
Treasury shares
On 31 December 2015 all of GROUPE KEOLIS S.A.S.’ treasury
shares, totalling €1.9 million, were cancelled.
Foreign exchange translation reserve
During 2015, foreign exchange translation reserves increased by
€1.2 million.
The following were the main exchange rates against the euro used
for the 2015 and 2014 financial years:
2015
(for 1 euro)
2014
Average rate
Closing rate
Average rate
Closing rate
Pound sterling
0.725978
0.733950
0.806100
0.778900
Australian dollar
1.476802
1.489700
1.471900
1.482900
Danish crown
7.458912
7.462600
7.454800
7.445300
Swedish crown
9.352400
9.189500
9.098500
9.393000
Norvegian crown
8.944238
9.603000
8.354400
9.042000
US dollar
1.109067
1.088700
1.328500
1.214100
Canadian dollar
1.417910
1.511600
1.466100
1.406300
71.141807
72.021500
81.040600
76.719000
Indian rupee
5.10 Financial debt and long term borrowings
Financial debt breakdown by type
At 31 December 2015
(€ million)
Amounts in the
statement of financial
position
Term
Rates
Finance leasing
2.8
2016
Variable rates
Finance leasing
23.4
2016
Fixed rates
Derivatives
6.1
2016
-
Loans
4.3
2016
Fixed rates
Loans
42.2
2016
Variable rates
Subtotal less than 1 year
78.8
-
Owed to non-controlling shareholders (put option)
9.5
2017
-
Finance leasing
4.5
2017-2021
Variable rates
Finance leasing
93.0
2017-2021
Fixed rates
0.6
2017-2020
Fixed rates
Employee profit-sharing
-
-
Derivatives
Loans
37.8
2017-2021
Fixed rates
Loans
735.7
2017-2021
Variable rates
Subtotal more than 1 year
881.1
-
TOTAL
959.9
-
40
At 31 December 2014
Amounts in the
statement of financial
position
Term
Rates
Finance leasing
10.1
2015
Variable rates
Finance leasing
15.8
2015
Fixed rates
6.8
-
-
(€ million)
Derivatives
Loans
4.3
2015
Fixed rates
Loans
144.0
2015
Variable rates
Subtotal. less than 1 year
181.0
-
-
10.4
2016
-
Finance leasing
7.9
2015-2018
Variable rates
Finance leasing
82.1
2015-2018
Fixed rates
0.9
2015-2018
Fixed rates
Owed to non-controlling shareholders (put option)
-
-
-
Loans
17.5
2015-2018
Fixed rates
Loans
534.4
2015-2018
Variable rates
Subtotal. more than 1 year
653.1
-
-
TOTAL
834.1
-
-
Derivatives
At 31 December 2015, the amount drawn under the syndicated loan put in place on 12 July 2013 and amended on 11 June 2015
stood at €600 million and the amount undrawn was €300 million.
Financial debt breakdown by maturity
Maturity
(€ million)
2016
2017
2018
2019
2020
After
2020
Total
Finance leasing
26.2
26.7
24.8
16.6
9.6
19.6
123.7
Other liabilities
52.6
46.4
30.8
7.4
676.0
23.1
836.3
Total
78.8
73.2
55.6
24.1
685.6
42.7
959.9
Financial debt breakdown by currency
(€ million)
At 31 December 2015
At 31 December 2014
655.0
624.6
Canadian dollar
51.3
53.9
Euro
Pound sterling
17.8
0.7
Swedish crown
33.1
34.1
US dollar
76.3
73.5
Australian dollar
78.9
9.9
Danish crown
47.5
37.4
Norwegian crown
Total financial debts
41
-
-
959.9
834.1
Mandatory financial ratios
In the documentation for the syndicated loan, the “Leverage” financial ratio is to be complied with on a six-monthly basis. At 31 December
2015 this ratio under the syndicated loan was met.
The Leverage ratio corresponds to the ratio between the adjusted net debt and the adjusted recurring EBITDA.
The Group’s contracts, and those of its subsidiaries, also include cross acceleration clauses. If the Group or, under certain conditions,
its largest subsidiaries do not comply with their commitments, lending institutions may claim default and early reimbursement of a major
portion of the Group’s debt.
Taking account of the spread of this financing among various subsidiaries and the quality of the Group’s liquidity resources, the existence
of these clauses does not create a material risk to the Group’s financial situation.
In 2014 the Group introduced monitoring of the financial ratios relating to the financing of the Group and its subsidiaries in order to
anticipate any adverse changes to these ratios.
The aggregations used to calculate the financial ratio strictly comply with the definitions set out in the syndicated loan documentation.
(16.8)
4.2
(0.4)
7.8
26.2
-
-
-
-
-
-
-
6.8
-
-
-
-
(0.7)
6.1
Derivatives
At 31 December
2015
Impact of
exchange rate
5.4
Other
Changes in
reporting scope
25.9
Owed to non-controlling shareholders (put
option)
Decrease
Finance leasing
Increase
(€ million)
At 31 December
2014
Statement of changes in financial debts
Loans
148.3
6.1
(130.6)
0.8
1.8
20.2
46.5
Subtotal less than 1 year
181.0
11.5
(147.4)
5.0
1.4
27.3
78.8
Owed to non-controlling shareholders (put
option)
10.4
-
-
-
-
(0.8)
9.5
Finance leasing
90.0
27.2
(19.0)
6.5
(1.8)
(5.5)
97.5
0.9
-
-
-
-
(0.4)
0.6
-
-
-
-
-
-
-
Loans
551.8
237.9
(1.0)
3.9
-
(19.0)
773.6
Subtotal more than 1 year
653.2
265.1
(20.0)
10.4
(1.8)
(25.7)
881.1
TOTAL
834.1
276.6
(167.5)
15.4
(0.4)
1.6
959.9
Derivatives
42
5.11 Financial assets and liabilities by category
Total
Debts at amortised
cost
Fair value through P&L
and equity (derivative
instruments)
€ million
Fair value through
equity
Fair value through
profit and loss
At 31 December 2015
Book value by category of instruments
Investments available for resale
-
29.4
-
-
29.4
Other non-current financial assets
-
-
-
141.7
141.7
Trade receivables
-
-
-
426.4
426.4
Other receivables
-
-
-
348.8
348.8
-
-
0.7
18.6
19.4
25.4
-
-
287.3
312.7
ASSETS
0.7
1,222.8
1,278.3
25.4
29.4
-
-
-
881.1
881.1
-
-
6.1
72.7
78.8
Bank borrowings
-
-
-
189.9
189.9
Customer deposits and advances received
-
-
-
34.5
34.5
Trade and other payables
-
-
-
542.8
542.8
Other current operating liabilities
-
-
6.4
857.6
864.0
LIABILITIES
-
-
12.5
2,578.6
2,591.1
Total
Level 3:
Model based on
non-observable
parameters
€ million
Level 2:
Model based
on observable
parameters
Level 1:
Listed price
At 31 December 2015
Fair value by level
Investments available for resale
-
-
29.4
29.4
Other receivables
-
-
-
-
-
0.7
-
0.7
25.4
-
-
25.4
ASSETS
25.4
0.7
29.4
55.5
-
6.1
-
6.1
Other current operating liabilities
-
6.4
-
6.4
LIABILITIES
-
12.5
-
12.5
43
5.12 Risk management and financial derivatives
The Group uses derivative financial instruments to manage exposure to financial market risks resulting from its operational, financial
and investment activities:
◗Interest rate risk;
◗Foreign exchange risk;
◗Commodities risk.
As at 31 December 2015, the Group held derivative instruments:
◗eligible for hedge accounting and recognised as cash flow hedges (CFH), or as net investment hedges (NIH);
◗or non-eligible for hedge accounting and recognised in trading.
Fair values are calculated by using standard valuation methods and on a basis of mid-market conditions commonly used in the financial markets. The market data used is level 2 under the terms of IFRS 13.
The impacts on performance and the financial position of derivatives are presented in the table below:
Latent
financial
income/
(expense)
Other comprehensive income
account (OCI) (reclassifiable as
income)
(€ million)
Hedge accounting
Fair value at
31/12/2014
Change (1)
Reclassified (2)
Change (3)
Fair value at
31/12/2015
Interest rates
CFH
(5.3)
(2.2)
2.4
(0.1)
(5.2)
Interest rates
Trading
-
-
-
-
-
(5.3)
(2.2)
2.4
(0.2)
(5.2)
-
(0.1)
0.1
-
-
Underlying asset
Total Interest
rates
Currency
NIH
Currency
Trading
Total currency
(1.3)
-
-
1.1
(0.2)
(1.3)
(0.1)
0.1
1.1
(0.2)
Commodities
CFH
(6.5)
(4.2)
4.9
(0.5)
(6.3)
Commodities
Trading
(0.2)
-
-
-
(0.2)
(6.8)
(4.2)
4.9
(0.4)
(6.5)
(13.3)
(6.5)
7.4
0.5
(11.9)
Total
Commodities
Total
(1) Changes in market values, which have impacted the other comprehensive income account (reclassifiable reserves) for the financial year.
(2) Reclassifications from equity have had a negative impact of €4.9 million on EBITDA and a negative impact of €2.5 million on financial income / (expense).
(3) Changes in market values that impacted financial income (expense) for the financial year.
This table excludes accrued interest.
The impact on 2015 profit for the year is presented in the table below:
EBITDA
(€ million)
Underlying asset
Financial result obtained
Hedge accounting
Change
Change
Interest rates
CFH
-
(2.4)
Interest rates
Trading
-
(1.1)
-
(3.5)
-
(0.3)
Total Interest rates
Currency
NIH
Currency
Trading
Total currency
Commodities
CFH
Commodities
Trading
-
(9.6)
-
(9.9)
(6.6)
(0.3)
-
(0.3)
Total Commodities
(6.6)
(0.6)
Total
(6.6)
(14.0)
44
Derivative instruments are recognised in the statement of financial position at their fair value for the following amounts:
At 31 December 2015
(€ million)
At 31 December 2014
Assets
Liabilities
Assets
Liabilities
0.8
6.0
0.1
5.4
-
0.3
-
1.4
Interest rate instruments
Currency instruments
Commodities instruments
Total
-
6.5
-
6.8
0.8
12.8
0.1
13.6
Management of interest rate risk
The exposure of the Group to interest rate risk stems from its net financial debt. The Group covers this risk by using derivative
financial instruments.
The hedging instruments linked to the debt agreement put in place by Keolis S.A. in 2010 (“private placement with Caisses
Régionales de Crédit Agricole” or CRPP) matured at the same time as the debt on 30 September 2015.
Derivative financial instruments eligible for hedge accounting are recognised under cash flow hedges. The derivative financial instruments that are not eligible are recognised under trading.
The breakdown between the Group’s fixed and variable rate debt is as follows:
At 31 December 2015
At 31 December 2014
Variable rate
791.3
703.2
Fixed rate
159.1
120.6
Financial debt and long term borrowings adjusted
for accrued interest
950.4
823.8
(€ million)
(122.7)
(176.9)
Fixed rate cash and cash equivalents
-
-
Variable rate cash and cash equivalents
(122.7)
(176.9)
Accrued interest receivable
(0.1)
0.1
Loans and receivables
(1.4)
(1.5)
(33.6)
(36.6)
(0.7)
(0.1)
Deposits and guarantees
Derivative assets
Profit-sharing
Net financial debt
(0.6)
(0.9)
791.3
607.7
The Group is exposed to interest rate variability on the variable rate portion of its net financial debt.
At 31 December 2015, on the basis of a constant net financial debt, an increase of 50 basis points in market interest rates would
have increased the annual borrowing cost by €4.0 million (excluding accrued interest, derivatives and amounts owed to non-controlling shareholders) and in parallel would have increased the financial income from cash and cash equivalents by €0.6 million.
On the basis of the interest rate hedging portfolio, an instantaneous increase of 50 basis points in market interest rates would cut
the cost of annual debt by €2.0 million.
Hence, on the basis of constant net financial debt adjusted to reflect the impact of interest rate hedging derivative financial instruments, an immediate increase of 50 basis points in market interest rates would increase the annual cost of debt by €1.3 million.
Equally, on the basis of constant net financial debt adjusted to reflect the impact of interest rate hedging derivative financial instruments, an immediate decrease of 50 basis points in market interest rates would reduce the annual cost of debt by €1.4 million.
45
The derivative instruments are recognised in the statement of financial position at their fair value at the following amounts:
At 31 December 2015
At 31 December 2014
(€ million)
Assets
Liabilities
Assets
Liabilities
0.8
6.0
0.1
5.4
Interest rate instruments:
◗ Cash flow hedges
◗ Trading
Total
-
-
-
-
0.8
6.0
0.1
5.4
The nominal amounts and fair values of derivative financial instruments are detailed below:
At 31 December 2015
(€ million)
Nominal
Fair Value
385.0
(4.2)
Purchases of options
95.0
0.1
Collars
65.0
(1.1)
Rate swaps
Sales of options
TOTAL
-
-
545.0
(5.2)
The sensitivity of the portfolio of derivative financial instruments to an impact of 0.50% on interest rate levels is presented below:
At 31 December 2015
(€ million)
Market rate -0.5%
Impact OCI (reserve reclassifiable as income)
Impact financial income (expense)
Valuation
(12.9)
2.6
(0.8)
(0.3)
(13.7)
2.4
All of the interest rate hedging instruments held at 31 December 2015 mature between 2016 and 2023.
46
Market rate +0.5%
Foreign exchange risk management
The Group has put in place intra-group loans denominated in foreign currency and recognised in current accounts. In order to cover
the resulting foreign exchange risk, the Group uses derivative financial instruments which allow it to fix the exchange rate of these
intra-group loans.
The Group also makes investments in foreign entities. To cover the foreign exchange risk engendered by these investments, the
Group uses derivative financial instruments for controlled amounts, with the management objective being to maintain the reference
Some of the derivative financial instruments held by the Group are eligible for net investment hedge accounting as described by
IAS 39, the rest are recognised under trading.
Derivative financial instruments are recognised in the statement of financial position at their fair value at the following amounts:
At 31 December 2015
At 31 December 2014
(€ million)
Assets
Liabilities
Assets
Liabilities
-
-
-
-
-
0.3
-
1.4
-
0.3
-
1.4
Currency instruments:
◗ Net investment hedges
◗ Trading
Total
The derivative financial instruments hedge transactions in the following currencies in particular: AUD, CAD, DKK, SEK, NOK, AED,
USD and GBP.
All of the foreign exchange hedging derivatives held at 31 December 2015 mature in 2016.
The sensitivity of foreign exchange hedging contracts to a variation of plus or minus 10% in foreign exchange rates is detailed below:
At 31 December 2015
(€ million)
90% of the
exchange rate
110% of the
exchange rate
-
-
16.2
(16.6)
Fair Value
16.2
(16.6)
Impact OCI (reserves reclassifiable as income)
47
Management of risk of fluctuations in commodities prices
Within the scope of its activities, the Group is exposed to a risk of fluctuation in the price of certain commodities, in particular diesel.
The Group covers this risk by using derivative financial instruments.
Derivative financial instruments eligible for hedge accounting are recognised under cash flow hedges as described by IAS 39. The
derivative financial instruments that are not eligible are recognised under trading.
The derivative instruments are recognised in the statement of financial position at their fair value at the following amounts:
At 31 December 2015
(€ million)
At 31 December 2014
Assets
Liabilities
Assets
Liabilities
-
6.3
-
6.5
Derivative financial instruments on
commodities
◗ Cash flow hedges
◗ Trading
Total
-
0.2
-
0.2
-
6.5
-
6.8
The sensitivity of commodity hedging contracts to a variation of plus or minus 10% in commodities’ prices is detailed below:
At 31 December 2015
(€ million)
90% of diesel
price
110% of diesel
price
Impact OCI (reserves reclassifiable as income)
(7.8)
(5.0)
(0.2)
-
Impact Fair Value
(8.0)
(4.9)
All commodities’ hedging instruments held at 31 December 2015 mature between January 2016 and August 2017.
Nominal amounts for positions open at 31 December 2015 are as follows:
Type of hedge instrument
Volume in tonnes
yet to mature
Maturing in 2016
Maturing in 2017
32,632
28,932
3,700
11,500
9,900
1,600
1,950
1,950
-
46,082
40,782
5,300
Swaps
Tunnels
◗ Cap purchase and floor sale
◗ Floor sales
Total
Counterparty risk
The transactions generating a potential counterparty risk for the Group are as follows:
◗ cash deposits;
◗ derivative financial instruments;
◗ trade receivables.
In 2013, the Group established and implemented a counterparty risk procedure for bank counterparties relating to its investments
and derivative financial instruments. This procedure is based on the principles set out below:
◗ Definition of three categories within which the Group’s bank counterparties are divided:
• Authorised Banks;
• Banks under supervision;
• Non-authorised Banks.
48
These categories are defined based on criteria specific to banks (rating) or GROUPE KEOLIS S.A.S. (Group financing):
◗C
ash investments and derivative financial instruments are only undertaken with counterparties that belong to the “Authorised Banks”
category;
◗T
he portfolio of cash investments complies with weighting restrictions;
◗T
he “fair value at risk” (fair value in favour of the Group) of the portfolio of derivative financial instruments is monitored regularly so as to
spread the risk over various counterparties;
◗T
he banks and categories are monitored regularly.
If a bank that is a Group counterparty is removed from the “Authorised Banks” category, the portfolio of derivative financial instruments
is restructured so as to comply once again with the category criteria.
At 31 December 2015:
◗A
ll the investments made and all the derivative financial instruments held by the Group were established with bank counterparties in
the “Authorised Banks” category;
◗T
he analysis of fair values at risk indicates that there is no major counterparty risk to report.
Finally, the credit and debit valuation adjustment calculations for the counterparty risk, as required by IFRS 13, indicate that the
counterparty risk related to the valuation of the Group’s portfolios of derivative financial instruments is negligible.
Liquidity risk
The available, confirmed and undrawn syndicated credit facility at 31 December 2015 is €300 million. This credit line is available to
GROUPE KEOLIS S.A.S.
On 11 June 2015, an amendment to the syndicated loan was signed to renegotiate its terms, raise its nominal amount to €900 million
and extend its maturity to 11 June 2020 and possibly to 11 June 2022 if the two options to extend for one year are exercised.
In 2015, two credit facilities were set up by Keolis S.A.:
◗A
loan of €15 million taken out at Société Générale, set up and drawn on 15 October 2015 repayable in instalments over 8 years,
to finance rolling stock. This loan is fully hedged by a derivative financial instrument;
◗A
loan of €5 million taken out at the Banque Publique d’Investissement (BPI), set up in December 2014 and drawn in February
2015. This credit facility was amended on 7 December 2015 to increase its amount to €7 million repayable over 3 years.
< =1 year
2 years
From 3 to 5
years
> 5 years
Financial debt
(1.9)
(21.9)
(612.6)
(5.5)
Debt expense
(6.4)
(5.6)
(12.9)
(0.1)
(2.8)
(2.1)
(0.7)
0.1
(€ million)
◗o
f which interest rate hedges
The forecasted interest charges on the debt are calculated on the gross debt on the basis of the forward Euribor 1 month/3 months
rate on the date of closing, to which is added the Group’s interest margin.
It takes into account the impact of the interest rate derivative financial instruments.
At 31 December 2015
Forward Interest rates
2016
2017
2018
2019
2020
-0.27%
-0.23%
0.01%
0.31%
0.64%
The Group ensures that it has sufficient resources to meet its financial obligations.
To ensure this, each year the Group prepares a table of projected cash flows several years into the future to identify financing requirements and their seasonality.
49
5.13 Provisions
Analysis by type
At 31 December 2014
At 31 December 2015
(€ million)
More
than a
year
129.2
Less
than a
year
6.3
Other employee benefits
31.1
0.9
Employment and tax risks
12.3
Pensions
135.5
More
than a
year
117.9
Less
than a
year
2.4
120.3
32.0
30.1
0.9
31.0
16.3
28.6
13.8
16.8
30.6
2.6
2.4
5.0
4.1
2.6
6.7
-
2.9
2.9
-
1.9
1.9
12.4
24.9
37.3
9.2
26.2
35.4
8.8
1.9
10.7
7.0
1.6
8.6
196.4
55.6
252.0
182.1
52.4
234.5
Losses on contract termination and loss-making
contracts
Contract fines
Major repairs and maintenance
Other
Total
Total
Total
Movements during the financial year
(€ million)
At 1 January
2015
Charges
Reversals
Changes in
reporting
scope
At 31
December
2015
Other
movements
120.3
23.2
(9.2)
0.4
0.7
135.5
31.0
2.4
(1.3)
-
(0.1)
32.0
Employment and tax
risks
Losses on contract
termination and lossmaking contracts
30.6
6.8
(9.0)
0.1
0.2
28.6
6.7
5.0
(6.7)
-
-
5.0
1.9
2.9
(1.9)
-
-
2.9
35.4
6.3
(4.3)
-
(0.2)
37.2
Pensions
Contract fines
Major repairs and
maintenance
Other
Total
(€ million)
8.6
7.1
(4.9)
0.1
(0.1)
10.8
234.5
53.7
(37.3)
0.6
0.5
252.0
At 1 January
2014
Charges
Reversals
Changes in
reporting
scope
At 31
December
2014
Other
movements
104.1
8.9
(7.3)
-
14.6
120.3
14.2
2.5
(0.7)
-
15.0
31.0
Employment and tax
risks
Losses on contract
termination and lossmaking contracts
23.2
15.1
(7.4)
-
(0.3)
30.6
11.0
0.6
(5.7)
0.8
-
6.7
2.6
1.9
(2.6)
-
-
1.9
32.3
5.8
(2.9)
-
0.2
35.4
Pensions
Contract fines
Major repairs and
maintenance
Other
Total
9.6
4.3
(5.2)
-
(0.1)
8.6
196.9
39.1
(31.8)
0.8
29.4
234.5
50
Pensions and similar benefits
The amount of commitments recognised in the statement of financial position breaks down as follows:
(€ million)
At 31 December 2015
At 31 December 2014
135.5
120.3
32.0
31.0
167.5
151.3
160.3
148.0
7.2
3.3
Commitments recorded in the statement of
financial position:
Pensions and other post-employment benefits
Total
◗ Of which: Non-current
◗ Of which: Current
Pensions and other post-employment benefits
Actuarial assumptions
The following are the main actuarial assumptions adopted in evaluating pension commitments under the defined benefit schemes:
At 31 December 2015
(per cent)
Discount rate
Rate of increase in salaries
Expected rate of return on assets
At 31 December 2014
France
Canada
France
Canada
1.49
3.30
1.35
3.75
2.00-6.20
N/A
2.00-5.80
N/A
1.49
3.75
1.35
4.25
The plan assets break down as follows:
(€ million)
At 31 December 2015
At 31 December 2014
France
Canada
France
Canada
-
5.3
-
5.9
0.1
1.4
0.2
1.6
-
0.3
-
0.3
0.1
-
-
-
Equities
Bonds
Real estate
Other
The sensitivity to discount rates in relation to the assumptions adopted is as follows:
Commitment at
31/12/2015
Service cost 2016
Financial cost 2016
discount rate less 0.25%
138.8
8.5
2.0
discount rate (basic assumption)
135.5
8.3
2.2
discount rate plus 0.25%
131.9
8.1
2.4
(€ million)
51
Commitments recorded in the statement of financial position
The commitments recognised in the statement of financial position break down as follows:
(€ million)
At 31 December 2015
At 31 December 2014
133.0
121.1
9.7
7.3
142.7
128.4
(7.2)
(8.1)
135.5
120.3
Present value of non-financed liabilities
Present value of financed liabilities
Present value of total liabilities
Fair value of pension scheme assets
Present value of net liabilities
recognised
Analysis of changes in liabilities and assets
The net present value of the liabilities comprises:
31/12/2015
(€ million)
31/12/2014
128.3
111.4
Service cost
7.1
6.0
Financial cost
1.9
2.9
Benefits paid
(9.4)
(7.6)
-
-
Net present value of liabilities at 1 January
Employee contributions
14.1
0.1
1.0
14.9
Foreign exchange translation difference
(0.2)
0.3
Effect of changes in consolidation scope
(0.1)
0.3
Changes in pension schemes
Actuarial gains/(losses)
Effect of reductions and pension scheme settlements
Net present value of liabilities at 31 December
-
-
142.7
128.3
The fair value of the assets comprises:
31/12/2015
(€ million)
31/12/2014
Fair value of pension plan assets at 1 January
8.1
7.5
Expected return on assets
0.3
0.3
Actuarial gains/(losses) on pension fund returns
0.1
0.7
Employer contributions
0.2
0.3
-
-
Benefits paid
(0.9)
(0.9)
(0.6)
0.3
Effect of changes in consolidation scope
-
-
Effect of reductions and pension scheme settlements
-
-
7.2
8.1
Employee contributions
Fair value of pension plan assets at 31 December
52
The following are the actuarial gains and losses both in the light of experience and due to changes in actuarial assumptions:
31/12/2015
(€ million)
31/12/2014
(1.5)
11.9
Losses/(gains) in the light of experience
2.5
2.3
Actuarial losses/(gains) for the year
1.0
14.2
Impact of changes in assumptions
The following is the geographical breakdown of the liabilities and assets:
At 31 December 2015
(€ million)
Present value of the liabilities
Net Present Value of net obligations
France
Canada
Total
135.1
7.6
142.7
(0.2)
(7.0)
(7.2)
134.9
0.6
135.5
Benefit cost for the financial year
The cost of benefits recognised in the income statement breaks down as follows:
31/12/2015
(€ million)
7.1
Service cost
31/12/2014
6.0
1.9
2.9
Expected return on assets
(0.3)
(0.3)
Depreciation of past service costs
14.1
0.1
-
-
22.8
8.8
Interest cost
Changes in pension schemes
Total expense recognised in the income statement
The service cost is recognised within staff expenses.
The interest cost on liabilities and the expected return on the pension scheme assets are recognised as financial expense and
financial income respectively.
Change in the net commitment recorded as a liability in the statement of financial position
31/12/2015
(€ million)
Opening provision at 1 January
31/12/2014
120.3
104.1
0.1
0.3
Benefit cost for the financial year
22.9
8.7
Used (Benefits / Contributions paid)
(8.7)
(6.9)
1.0
14.2
Newly consolidated companies
Provision charged to/(reversed from) equity
Foreign exchange translation differences and other changes
Closing provision at 31 December
53
(0.1)
-
135.5
120.3
The cumulative movements in charges/ (reversals) recognised directly in equity are as follows:
31/12/2015
(€ million)
Cumulative opening balance of charges/(reversals)
Actuarial (gains) / losses for the year
31/12/2014
38.5
24.3
1.0
14.2
(0.2)
-
Cumulative closing balance of charges/(reversals)
39.3
38.5
Variations for the current financial year and for the three previous ones:
(€ million)
Present value of liabilities
Surplus (deficit) of the pension scheme
31/12/2015
31/12/2014
31/12/2013
31/12/2012
142.7
128.4
111.6
113.9
(7.2)
(8.1)
(7.5)
(8.7)
135.5
120.3
104.1
105.2
2.5
2.3
(3.8)
1.1
Adjustments related to experience
Description of commitments and actuarial assumptions
Other employee benefits consist of long-service awards to employees working in France and healthcare expenses of employees in
the USA who have taken early retirement. These schemes are not funded by external assets (e.g. insurance policies). The obligations
arising from these defined benefit schemes are measured using the same methods and assumptions as for the pension schemes.
The actuarial gains and losses arising from both experience and due to changes in actuarial assumptions are immediately recognised
in the income statement for the financial year.
Analysis of changes in obligations
exch
Change in Foreign
diff &
scope transl. other
0.1
31/12/2015
01/01/2015
Charge
Reversals
France – long service awards
15.7
1.8
(0.9)
USA – healthcare expenses of retired
employees
15.4
0.6
(0.5)
-
(0.2)
15.3
Total
31.1
2.4
(1.4)
-
(0.1)
32.0
(€ million)
16.7
The change in the USA relates to the provision for healthcare expenses recorded as part of the Boston tender award, counterbalanced
by the recording of an intangible asset depreciated over the contract’s duration.
5.14 Operating liabilities and other debt
At 31 December 2015
(€ million)
Trade receivables: advances and deposits received
Trade payables
At 31 December 2014
34.5
58.6
543.2
521.7
41.0
62.4
Payables to staff
479.5
460.1
Central government and local authorities
101.4
83.0
Deferred income (1)
137.0
141.6
Other
104.6
93.7
1,441.3
1,421.1
Payables to PPE suppliers
Total
(1) including €37.1 million as IFRIC 12 financial liabilities in 2015 compared to €44.3 million in 2014.
54
6 • Other commitments not recognised in the statement of
financial position and contractual commitments
(€ million)
At 31 December 2015
At 31 December 2014
508.6
318.1
43.8
41.2
677.8
651.8
-
-
721.6
693.1
Unutilised credit lines
Guarantees given to secure debt
Guarantees given for operating commitments
Securities provided
Total commitments made and guarantees given,
excluding operating leases
The amount of railway path access entitlements within the “Guarantees given for operating commitments” is €72.0 million at 31
December 2015 compared to €73.8 million at 31 December 2014.
The future minimum payments on operating lease contracts break down as follows:
(€ million)
At 31 December 2015
At 31 December 2014
Less than one year
171.6
174.8
One to five years
456.1
496.0
More than five years
286.1
333.8
Total
913.8
1,004.5
Future commitments linked to leases primarily relate to the rental of transport equipment and buildings. They comprise €435 million
internationally and €478.8 million in France. IT equipment rental contracts are in place for immaterial values.
France
Rental contracts
Contracts entered into on vehicles (buses and coaches) relate to average durations of
◗7 to 8 years for buses and coaches;
◗ 3 or 4 years for minibuses.
The manufacturer’s buyback undertaking corresponds to the estimated market value of the vehicle at the end of the rental period.
Most of these contracts are entered into directly by the subsidiaries, with a guarantee signed by Keolis S.A. in favour of the financing
bodies. This guarantee takes the form of an undertaking to continue the rental and binds Keolis S.A. only in terms of the payment
of the rental amounts that remain due under the contract if the subsidiary defaults. In return, the financing body undertakes to keep
the related vehicles available to the Group.
Outside France
We distinguish between railway contracts and bus contracts.
Railway contracts
Railway rental contracts are entered into for the term of the franchise contract.
Rentals under leases due in less than one year amount to €17.8 million.
Rentals under leases due in more than one year depend on the end date of each of the railway or similar franchises. They amount
to €98.9 million.
Bus and coach contracts
Rental instalments outstanding on these contracts amount to €202.5 million.
As in France, Keolis S.A. is required to provide guarantees of rental payments on behalf of its foreign subsidiaries.
55
7 • Disputes
The following director’s fees were paid to outside directors:
€337,000 in 2015 and €325,000 in 2014.
The estimates and underlying assumptions relating to current
disputes are continuously re-examined. In particular, current
disputes and litigation, especially with tax administrations or
relating to appeals on tenders or on warranty claims, have been
examined by the management with its advisers and lawyers for
the purpose of assessing the risk they entail to the measurement
of assets or liabilities.
There are no outstanding advances or credit facilities extended
to members of the Group’s management or executive committees.
9 • Post
balance sheet events
EFFIA becomes shareholder of SAEMES
At the beginning of January 2016, EFFIA became the main
industrial shareholder of Société anonyme d’economie mixte
d’exploitation du stationnement de la ville de Paris (SAEMES) by
acquiring a 33.27% share in the company.
EFFIA, which already manages more than 30,000 parking
spaces in the Ile-de-France region, thus initiates closer ties with
the second largest car park operator in the region SAEMES (€45
million turnover, 25,000 spaces).
SAEMES operates a number of major facilities, among which
Paris’ number 1 car park for revenue, Lyon-Méditerrannée,
located under Gare de Lyon.
The two companies which will remain commercially independent
but may join together on certain invitations to tender, already
jointly operate the Lyon-Diderot car park.
After this transaction, EFFIA becomes the second largest shareholder of SAEMES, behind Paris City Hall, which sold 26.50%
of the capital of SAEMES but remains majority shareholder with
a 50.06% share.
The impact of changes in accounting estimates is recognised
during the period of the change where they only affect that
period, or during the period of the change and subsequent
periods where the latter are also affected by the change.
Risks are measured at fair value and where appropriate a provision is made in the accounts (see note 5.13).
On 27 June 2014, the Group decided to terminate a subcontractor agreement. On 4 August 2014, the subcontractor filed a
claim against a subsidiary of the Group without producing any
evidence to support this action, which is thus entirely refuted by
the subsidiary concerned. At this stage in the procedure, no
provision has been made in the financial statements.
8 • Related party transactions
The revised IAS 24 norm, applicable from 1 January 2011, has
modified disclosure obligations for public entities regarding transactions with related parties.
Keolis acquires Transports Daniel Meyer in Ile-de-France
In January 2016, the Keolis Group announced the acquisition of
a leading bus and coach service operator in Ile-de-France,
Transports Daniel Meyer. With this strategic external growth
transaction, Keolis reinforces its foothold in Ile-de-France and
consolidates its position for future projects relating to Grand
Paris Express. Keolis Ile-de-France, which generated 400 million
euros of turnover in 2014, operates a fleet of 1,900 vehicles
across 25 depots. Established in all of the departments comprising the Paris region, its 19 subsidiaries employ 4,000 people
and carry 70 million passengers each year. The group Transports
Daniel Meyer has 440 employees and a fleet of 260 vehicles. It
generated a turnover of 40.4 million euros in 2014. Its main line
of business is in the operation of approximately 50 timetabled
bus lines, supplemented by school buses and school outings
and charter activity.
GROUPE KEOLIS S.A.S. is majority-owned by SNCF, a public
entity with an industrial and commercial activity whose capital is
wholly owned by the French State.
8.1 Transactions with the SNCF
69.69% of GROUPE KEOLIS S.A.S. is owned by SNCF
Participations and 30.00% by Caisse de Dépôt et Placement du
Québec. Transactions mainly correspond to general management services.
Transactions with the SNCF and its subsidiaries mainly concern
car park rentals, and either permanent or occasional passenger
transport services.
8.2 Transactions with joint ventures and associates
Transactions with joint ventures and associates are undertaken
according to normal market conditions.
8.3 Remuneration of the Group’s key managers
The key managers in the Group are defined as being the company officers of GROUPE KEOLIS S.A.S. and the members of
the executive committee. Remuneration and other short-term
benefits paid to these directors amounted to €5.1 million for 9
people in 2015, compared to €3.1 million for 8 people in 2014.
56
10 • Consolidation scope
10.1 Subsidiaries
Name
Country
Method of
consolidation
% of
shareholding
Aérobag
France
FC
100.00%
Aérolis
France
FC
50.10%
Aéroport de Troyes Barberey
France
FC
100.00%
Aérosat
France
FC
85.00%
Airelle
France
FC
100.00%
Athis Cars
France
FC
100.00%
Autocars Delion
France
FC
100.00%
Autocars Eschenlauer
France
FC
100.00%
Autocars Garrel et Navarre
France
FC
100.00%
Autocars Planche
France
FC
100.00%
Autocars Striebig
France
FC
100.00%
Caennaise de Services
France
FC
100.00%
Canal TP
France
FC
100.00%
Cariane Littoral
France
FC
100.00%
Caron Voyages
France
FC
100.00%
Cars de Bordeaux
France
FC
100.00%
Cars et Autobus de Cassis - SCAC
France
FC
100.00%
Cars Planche
France
FC
100.00%
Compagnie des Transports Méditerranéens
France
FC
100.00%
Compagnie du Blanc Argent
France
FC
99.43%
Devillairs
France
FC
100.00%
DROP&GO
France
FC
100.00%
EFFIA (Holding)
France
FC
100.00%
EFFIA Concessions
France
FC
100.00%
EFFIA Stationnement
France
FC
100.00%
EFFIA Stationnement Cassis
France
FC
100.00%
EFFIA Stationnement Grenoble
France
FC
100.00%
EFFIA Stationnement Lille
France
FC
100.00%
EFFIA Stationnement Lyon
France
FC
100.00%
EFFIA Stationnement Marseille
France
FC
100.00%
EFFIA Stationnement Saint-Etienne
France
FC
100.00%
EFFIA Synergies
France
FC
100.00%
EFFIA Transport
France
FC
100.00%
Enlèvement et Gardiennage Services
France
FC
100.00%
Fouache Evasion
France
FC
100.00%
GROUPE KEOLIS S.A.S.
France
FC
100.00%
Holding Striebig
France
FC
100.00%
Institut Keolis
France
FC
100.00%
Interhône-Alpes
France
FC
100.00%
Intrabus Orly
France
FC
100.00%
Keolis Abbeville
France
FC
99.02%
57
Name
Country
Method of
consolidation
% of
shareholding
Keolis Agen
France
FC
100.00%
Keolis Aix-les-Bains
France
FC
100.00%
Keolis Alençon
France
FC
100.00%
Keolis Alès
France
FC
100.00%
Keolis Amiens
France
FC
100.00%
Keolis Angers
France
FC
100.00%
Keolis Arles
France
FC
100.00%
Keolis Armor
France
FC
100.00%
Keolis Artois Gohelle
France
FC
100.00%
Keolis Atlantique
France
FC
100.00%
Keolis Auch
France
FC
100.00%
Keolis Aude
France
FC
100.00%
Keolis Baie des Anges
France
FC
100.00%
Keolis Bassin D’Arcachon
France
FC
100.00%
Keolis Bassin de Pompey
France
FC
100.00%
Keolis Beaune
France
FC
100.00%
Keolis Besançon
France
FC
99.96%
Keolis Blois
France
FC
100.00%
Keolis Bordeaux
France
FC
99.99%
Keolis Bordeaux Métropole
France
FC
100.00%
Keolis Boulogne sur Mer
France
FC
100.00%
Keolis Bourgogne
France
FC
99.50%
Keolis Brest
France
FC
100.00%
Keolis Bus Verts
France
FC
100.00%
Keolis Caen
France
FC
100.00%
Keolis Calvados
France
FC
100.00%
Keolis Camargue
France
FC
100.00%
Keolis Centre
France
FC
100.00%
Keolis Châlons-en-Champagne
France
FC
99.24%
Keolis Charente Maritime
France
FC
99.96%
Keolis Château Thierry
France
FC
100.00%
Keolis Châteauroux
France
FC
100.00%
Keolis Châtellerault
France
FC
100.00%
Keolis Chaumont
France
FC
100.00%
Keolis Chauny-Tergnier
France
FC
100.00%
Keolis Cherbourg
France
FC
100.00%
Keolis Concarneau*
France
FC
100.00%
Keolis Conseil et Projets
France
FC
100.00%
Keolis Dijon
France
FC
100.00%
Keolis Drôme
France
FC
100.00%
Keolis Drouais
France
FC
100.00%
Keolis Emeraude
France
FC
100.00%
Keolis en Cévennes
France
FC
99.19%
Keolis Epinal
France
FC
100.00%
58
Name
Country
Method of
consolidation
% of
shareholding
Keolis Eure et Loir
France
FC
100.00%
Keolis Garonne
France
FC
100.00%
Keolis Gascogne
France
FC
100.00%
Keolis Gironde ( ex SNCOA )
France
FC
100.00%
Keolis Grand Tarbes
France
FC
100.00%
Keolis Ille et Vilaine
France
FC
100.00%
Keolis Languedoc
France
FC
100.00%
Keolis Laval
France
FC
100.00%
Keolis Lille (ex Transports en Commun de la Métropole
Lilloise (Transpole))
France
FC
100.00%
Keolis Littoral
France
FC
100.00%
Keolis Lorient
France
FC
100.00%
Keolis Lyon
France
FC
99.99%
Keolis Manche
France
FC
100.00%
Keolis Maritime Brest
France
FC
100.00%
Keolis Maritime Lorient
France
FC
99.00%
Keolis Marmande
France
FC
100.00%
Keolis Mobilité Hauts de Seine
France
FC
100.00%
Keolis Mobilité Roissy
France
FC
100.00%
Keolis Montargis
France
FC
100.00%
Keolis Montélimar
France
FC
100.00%
Keolis Montluçon
France
FC
100.00%
Keolis Morlaix
France
FC
100.00%
Keolis Narbonne
France
FC
100.00%
Keolis Nevers
France
FC
100.00%
Keolis Nord Allier
France
FC
100.00%
Keolis Normandie Seine
France
FC
100.00%
Keolis Obernai
France
FC
100.00%
Keolis Oise
France
FC
100.00%
Keolis Orléans
France
FC
100.00%
Keolis Orly Rungis
France
FC
100.00%
Keolis Oyonnax
France
FC
100.00%
Keolis Pays d'Aix
France
FC
100.00%
Keolis Pays de Montbéliard
France
FC
100.00%
Keolis Pays des Volcans
France
FC
100.00%
Keolis Pays Nancéien
France
FC
100.00%
Keolis Pays Normands
France
FC
100.00%
Keolis PMR Rhône
France
FC
100.00%
Keolis Porte de l’Isère
France
FC
100.00%
Keolis Provence
France
FC
100.00%
Keolis Pyrénées
France
FC
95.16%
Keolis Quimper
France
FC
100.00%
Keolis Rennes
France
FC
100.00%
Keolis Réseau Départemental Sud Oise
France
FC
100.00%
59
Name
Country
Method of
consolidation
% of
shareholding
Keolis Roissy Services Aéroportuaires
France
FC
100.00%
Keolis Rouen Vallée de Seine
France
FC
100.00%
Keolis S.A.
France
FC
100.00%
Keolis Saint Malo
France
FC
100.00%
Keolis Saintes
France
FC
100.00%
Keolis Seine Maritime
France
FC
100.00%
Keolis Somme
France
FC
100.00%
Keolis Sud Allier
France
FC
100.00%
Keolis Sud Lorraine
France
FC
100.00%
Keolis Touraine
France
FC
100.00%
Keolis Tours
France
FC
100.00%
Keolis Travel Services
France
FC
100.00%
Keolis Trois Frontières
France
FC
100.00%
Keolis Urbest
France
FC
100.00%
Keolis Val d’Oise
France
FC
100.00%
Keolis Val de Maine
France
FC
100.00%
Keolis Val de Saône
France
FC
100.00%
Keolis Val Hainaut
France
FC
96.32%
Keolis Vesoul
France
FC
100.00%
Keolis Vichy
France
FC
100.00%
Keolis Voyages
France
FC
100.00%
Keolis Yvelines
France
FC
100.00%
KTA
France
FC
100.00%
Les Autobus d'Arcachon
France
FC
100.00%
Les Cars du Bassin de Thau
France
FC
100.00%
Les Cars Roannais
France
FC
100.00%
Les Courriers Catalans
France
FC
99.99%
Les Courriers de l'Ile-de-France
France
FC
99.99%
Les Courriers du Midi
France
FC
100.00%
Les Transports Dunois
France
FC
100.00%
Loisirs et Voyages
France
FC
100.00%
Millau Cars
France
FC
100.00%
Monnet Tourisme
France
FC
100.00%
Monts Jura Autocars
France
FC
99.99%
Motion Lines
France
FC
100.00%
MTI Conseil
France
FC
100.00%
Pacific Cars
France
FC
100.00%
Prioris
France
FC
100.00%
Réseau en Vosges
France
FC
70.00%
S.T.E.F.I.M.
France
FC
100.00%
SA SAP Drogoul
France
FC
100.00%
SAP Cariane Provence
France
FC
100.00%
SCAC Bagnis
France
FC
100.00%
Setver
France
FC
100.00%
60
Name
Country
Method of
consolidation
% of
shareholding
SFD
France
FC
100.00%
SNC du Parc Lyon Diderot
France
FC
50.00%
Société Bordelaise d’exploitation de Services
France
FC
100.00%
Société d’Exploitation des Transports Urbains
d’Oyonnax
France
FC
100.00%
Société d'exploitation de l'Aéroport de Dole Jura
France
FC
51.00%
Société d'exploitation de l'Aéroport Albert Picardie
France
FC
51.00%
Société de Gestion de l'Aéroport d'Angers-Marcé
France
FC
100.00%
Société de Transports et de Services Aéroportuaires
France
FC
100.00%
Société Départementale des Transports du Var
France
FC
95.08%
Société des Transports Côte d’Azur Riviéra
France
FC
100.00%
Société des Transports de la Communauté Urbaine
d'Arras
France
FC
100.00%
Société des Transports en Commun Nîmois
France
FC
100.00%
Société des Transports Robert
France
FC
100.00%
Société Nantaise de Fourrière Automobile
France
FC
100.00%
Société Rennaise de Transport et de Services
(Handistar)
France
FC
100.00%
Société pour la Mobilité à Paris (SOMAP)
France
FC
100.00%
STA
France
FC
100.00%
STAC
France
FC
100.00%
Strasbourgeoise d'Enlèvement et de Gardiennage
France
FC
100.00%
SVTU
France
FC
100.00%
TPR
France
FC
100.00%
Train Bleu St Marcellin
France
FC
100.00%
Trans Val de Lys
France
FC
99.99%
Transétude*
France
FC
100.00%
Transkeo
France
FC
51.00%
Transports de la Brière
France
FC
60.10%
Transports et Services Aérolignes
France
FC
100.00%
Transports Evrard
France
FC
100.00%
Transports Gep Vidal
France
FC
100.00%
Transroissy
France
FC
100.00%
Var Tours
France
FC
99.45%
Voyages Autocars Services
France
FC
100.00%
Voyages Chargelègue
France
FC
100.00%
Voyages Dourlens
France
FC
100.00%
Voyages Fouache
France
FC
100.00%
Voyages Monnet
France
FC
100.00%
Voyages Striebig
France
FC
100.00%
VTS Roissy
France
FC
100.00%
Westeel Voyages
France
FC
100.00%
Keolis Deutschland GmbH & Co. KG
Germany
FC
100.00%
Keolis Deutschland Holding GmbH
Germany
FC
100.00%
Keolis Deutschland Verwaltung GmbH
Germany
FC
100.00%
Schloemer Verkehrsbetrieb GmbH
Germany
FC
100.00%
61
Name
Country
Method of
consolidation
% of
shareholding
Striebig Deutschland
Germany
FC
100.00%
Striebig GmbH
Germany
FC
100.00%
Australian Transit Enterprises Pty Ltd
Australia
FC
51.00%
KDR Gold Coast Pty Ltd
Australia
FC
51.00%
KDR Victoria Pty Ltd
Australia
FC
51.00%
Keolis Australie
Australia
FC
100.00%
Keolis Downer Pty Ltd
Australia
FC
51.00%
Keolis Downer Bus and Coachlines Property Pty Ltd
Australia
FC
51.00%
Keolis Downer Bus and Coachlines Pty Ltd
Australia
FC
51.00%
Hornibrook Bus Lines Pty Ltd
Australia
FC
51.00%
Hornibrook Transit Management Pty Ltd
Australia
FC
51.00%
Link SA Pty Ltd
Australia
FC
51.00%
Path Transit Pty Ltd
Australia
FC
51.00%
South West Transit Pty Ltd
Australia
FC
51.00%
Southlink Pty Ltd
Australia
FC
51.00%
Autobus De Genval
Belgium
FC
100.00%
Autobus Dony
Belgium
FC
100.00%
Autobus Dujardin
Belgium
FC
100.00%
Autobus Lienard
Belgium
FC
100.00%
Cardona-Deltenre
Belgium
FC
100.00%
Cintra
Belgium
FC
100.00%
Cintral
Belgium
FC
100.00%
De Turck
Belgium
FC
100.00%
Eltebe
Belgium
FC
100.00%
Etablissements Picavet & Co
Belgium
FC
100.00%
Eurobus Holding
Belgium
FC
100.00%
Eurobussing Airport
Belgium
FC
100.00%
Eurobussing Brussels
Belgium
FC
100.00%
Eurobussing Wallonie
Belgium
FC
100.00%
Flanders Bus
Belgium
FC
100.00%
Garage Du Perron
Belgium
FC
100.00%
Gino Tours
Belgium
FC
100.00%
Heyerick
Belgium
FC
100.00%
Joye
Belgium
FC
100.00%
Keolis Vlaanderen
Belgium
FC
100.00%
Kibel (ex Belbus)
Belgium
FC
100.00%
Kortenbergse Busonderneming
Belgium
FC
100.00%
L.I.M. Collard-Lambert
Belgium
FC
100.00%
Le Cinacien
Belgium
FC
100.00%
N.V. Autobusbedrijf Bronckaers Hamont
Belgium
FC
100.00%
N.V. Autobussen De Reys
Belgium
FC
100.00%
N.V. Autocars Henri De Boeck En Reizen Andre Leloup
Belgium
FC
100.00%
Pirnay
Belgium
FC
100.00%
Ramoudt Tours
Belgium
FC
100.00%
62
Name
Country
Method of
consolidation
% of
shareholding
Reniers & Co
Belgium
FC
50.02%
S.A.D.A.R
Belgium
FC
100.00%
SA A.B.C. Cars
Belgium
FC
100.00%
Satracom
Belgium
FC
100.00%
Société de Transport Automobiles Cars Autobus SA*
Belgium
FC
100.00%
Sophibus
Belgium
FC
100.00%
Sprl Bertrand
Belgium
FC
100.00%
Sprl Taxis Melkior
Belgium
FC
100.00%
Sprl Voyages F. Lenoir
Belgium
FC
100.00%
Sprl Truck Bus Repair (Tbr)
Belgium
FC
100.00%
T.C.M. Cars
Belgium
FC
100.00%
Transport Penning
Belgium
FC
100.00%
Trimi
Belgium
FC
100.00%
Van Rompaye NV
Belgium
FC
100.00%
Voyages Doppagne
Belgium
FC
100.00%
Voyages Nicolay
Belgium
FC
100.00%
West Belgium Coach Company
Belgium
FC
100.00%
Keolis Canada Inc.
Canada
FC
100.00%
Keolis Grand River Sec
Canada
FC
100.00%
Keolis Bus Danmark (ex City-Trafik)
Denmark
FC
75.00%
Keolis Espagne
Spain
FC
100.00%
Keolis America Inc.
United States
FC
100.00%
Keolis Commuter Services LLC
United States
FC
60.00%
Keolis Rail Services America
United States
FC
100.00%
Keolis Rail Services Virginia
United States
FC
100.00%
Keolis Transit America
United States
FC
100.00%
Keolis Hyderabad Mass Rapid Transit System Private
Limited
India
FC
100.00%
Kilux
Luxembourg
FC
100.00%
Luxbus*
Luxembourg
FC
100.00%
Keolis Nederland
Netherlands
FC
100.00%
Keolis Norge (ex Fjord1 Partner AS)
Norway
FC
100.00%
Syntus BV
Netherlands
FC
100.00%
Keolis Amey Docklands Ltd
United Kingdom
FC
70.00%
Keolis UK
United Kingdom
FC
100.00%
Nottingham Trams Ltd
United Kingdom
FC
80.00%
Citypendeln
Sweden
FC
100.00%
CSG Commuter Security
Sweden
FC
100.00%
Keolis Nordic
Sweden
FC
100.00%
Keolis Sverige AB
Sweden
FC
100.00%
*companies removed from the consolidation scope on 31 December 2015.
63
10.2 Joint Ventures and associates
Name
Country
Method of
consolidation
% of
shareholding
Compagnie des Transports Collectifs de l’Ouest
Parisien
France
EM
50.00%
Effia SEM Roubaix
France
EM
50.00%
Orgebus
France
EM
50.00%
Passerelle CDG*
France
EM
34.00%
RDK
France
EM
50.00%
SCODEC
France
EM
35.00%
Société de Promotion et d'Exploitation de Parkings*
France
EM
49.97%
Société de Transport de l’Agglomération de Chauny
France
EM
50.00%
Trans Pistes
France
EM
40.00%
Transévry
France
EM
39.42%
Transports de l’Agglomération de Metz
France
EM
25.00%
Transports Intercommunaux Centre Essonne (TICE)
France
EM
19.00%
NETLOG
Germany
EM
33.00%
Shanghai Keolis Public Transport Operation
Management Co.
China
EM
49.00%
Wuhan Tianhe Airport Transport Center Operation and
Management Co. Ltd.
China
EM
40.00%
PROMETRO
Portugal
EM
20.00%
First Keolis Holding Limited
United Kingdom
EM
45.00%
First Keolis Transpennine Holding Limited
United Kingdom
EM
45.00%
First Keolis Transpennine Limited
United Kingdom
EM
45.00%
Govia
United Kingdom
EM
35.00%
Govia Thameslink Railway Limited
United Kingdom
EM
35.00%
London & Birmingham Railway Limited
United Kingdom
EM
35.00%
London & South Eastern Railway Limited
United Kingdom
EM
35.00%
New Southern Railway Limited
United Kingdom
EM
35.00%
Southern Railway Limited
United Kingdom
EM
35.00%
Thameslink Rail Limited
United Kingdom
EM
35.00%
* companies removed from the consolidation scope on 31 December 2015.
64
Statutory auditors’ report on the consolidated
financial statements (For the year ended December 31, 2015)
This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in the French
language and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information
specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the
consolidated financial statements and includes explanatory paragraphs discussing the auditors’ assessments of certain significant
accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated
financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken
outside of the consolidated financial statements.
This report also includes information relating to the specific verification of information given in the Group’s management report.
This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards
applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual
General Meeting, we hereby report to you, for the year ended
December 31, 2015, on:
◗ the audit of the accompanying consolidated financial statements
of Groupe Keolis S.A.S.;
◗ the justification of our assessments;
◗ the specific verifications required by law.
These consolidated financial statements have been approved by
the Executive Board. Our role is to express an opinion on these
consolidated financial statements based on our audit.
In our opinion, the consolidated financial statements give a true
and fair view of the assets and liabilities and of the financial position of the Group at December 31, 2015 and of the results of its
operations for the year then ended in accordance with
International Financial Reporting Standards as adopted by the
European Union.
II - Justification of our assessments
In accordance with the requirements of article L.823-9 of the
French Commercial Code (Code de commerce) relating to the
justification of our assessments, we bring to your attention the
following matters:
◗ Keolis carries out impairment tests on goodwill and indefinite life
assets and also assesses whether there is any indication of
impairment on non-current assets, as described in note 2.4.9
to the consolidated financial statements. We have examined the
methods used to carry out this impairment test as well as the
corresponding cash flow forecasts and assumptions, and have
verified that the notes to the consolidated financial statements
provide appropriate disclosures.
◗ Note 2.4.17 specifies the valuation methods for provisions for
pensions and other employee benefits. An evaluation of these
provisions was carried out by independent actuaries. Our work
consisted in examining the data and assumptions used and
verifying that note 5.13 to the consolidated financial statements
provides appropriate disclosures.
I - Opinion on the consolidated financial
statements
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material
misstatement. An audit involves performing procedures, using
sampling techniques or other methods of selection, to obtain
audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
65
◗ Note 2.4.17 specifies the methods used to take into account the
III - Specific verification
risks relating to ongoing litigation and contracts. Our work consisted in examining the procedures used by the Company to
identify and assess these risks and the accounting treatment
applied and in assessing the resulting estimates.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore
contributed to the opinion we formed which is expressed in the
first part of this report.
As required by law, we have also verified in accordance with
professional standards applicable in France the information presented in the Group’s management report.
We have no matters to report as to its fair presentation and its
consistency with the consolidated financial statements.
Neuilly-sur-Seine, March 7, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit
Deloitte & Associés
French original signed by
Françoise Garnier-Bel
Bertrand Boisselier
66
3. Unaudited financial statements
3.
Unaudited management
financial statements
The Group considers that the following financial statements, prepared without applying IFRS 10 and 11, are accurate indicators of the operational and financial performances of the Group. They should be considered as an additional source of information and are in no way a substitute for other strictly accounting-related forms of the measurement of operational and
financial performance as presented in the consolidated financial statements and the notes thereto, or referred to in the financial
report.
The management accounts as at 31 December 2015 have not been audited.
ContentS
1 • Key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
2 • Income statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
3 • Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
4 • Statement of cash flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
67
1 • key figures
(€ million)
31/12/2015
31/12/2014
6,425.4
5,564.5
◗ Revenue France
2,819.1
2,797.5
◗ Revenue International
3,606.3
2,766.9
Revenue net of sub-contracting
6,238.6
5,375.3
Recurring EBITDA
355.5
323.1
EBITDA
327.4
291.9
128.5
131.3
82.4
74.9
Operating profit after investments under equity method
82.1
75.2
25.7
27.2
Profit attributable to equity shareholders
33.3
26.0
Revenue
1,024.4
994.1
of which attributable to equity shareholders
972.9
973.4
Net cash flows from operating activities
301.7
344.5
Industrial investments
242.2
220.6
467.3
360.2
Total equity
Net financial debt (cash surplus)
(1)
(1) Surplus cash positions are presented in brackets
68
2 • income statement
(€ million)
Revenue
Other income from operations
Income from continuing operations
Sub-contracting
Purchases consumed and external expenses
Taxes
Staff costs, incentive schemes, profit-sharing
Other operating income
Other operating expense
31/12/2015
31/12/2014
6,425.4
5,564.5
20.8
26.1
6,446.2
5,590.6
(186.8)
(189.2)
(2,555.5)
(2,195.6)
(18.0)
(15.6)
(3,253.9)
(2,799.3)
50.5
50.5
(116.6)
(103.0)
(1.0)
(4.6)
(247.6)
(212.3)
Profit/(loss) on recurring fixed asset disposals
1.4
1.2
9.8
8.6
128.5
131.3
7.4
4.4
Other non-recurring expense
(32.5)
(32.6)
Depreciation and provisions on contractual rights
(21.0)
(28.1)
5.7
(5.3)
Profit before investments under the equity method
82.4
74.9
(0.3)
0.2
Net provisions on current assets
Other non-recurring income
Of which depreciation of other intangible assets and negative goodwill
Profit after investments under the equity method
Net cost of financial borrowing
82.1
75.2
(18.0)
(18.5)
Other financial income
12.4
6.7
Other financial expense
(24.2)
(17.4)
Financial income (expense)
(29.8)
(29.2)
Net profit before taxation
52.3
46.0
(26.6)
(18.7)
Net profit from continuing operations
25.7
27.2
Profit for the year
25.7
27.2
Profit attributable to non-controlling interests
7.6
33.3
(1.3)
26.0
Taxation
Profit attributable to Group
69
3 • statement of financial position
Assets
31/12/2015
31/12/2014
1,139.6
1,105.1
534.5
490.9
Property, plant and equipment
(€ million)
Goodwill
900.6
821.2
Investments under equity method
2.1
2.0
171.1
147.7
84.7
80.1
2,832.6
2,646.9
89.0
85.1
Trade receivables
466.6
437.3
Other receivables
456.8
387.3
Deferred tax asset
Non-current assets
Inventories and work in progress
14.0
13.7
655.3
563.5
Current assets
1,681.7
1,486.9
TOTAL ASSETS
4,514.4
4,133.8
Liabilities
31/12/2015
31/12/2014
Share capital
237.9
237.9
Reserves and premiums
701.6
709.5
Other current financial assets
(€ million)
Net profit/(loss) attributable to Group
Equity attributable to Group
Reserves attributable to non-controlling interests
33.3
26.0
972.9
973.4
59.1
19.5
(7.6)
1.3
1,024.4
994.1
Non-current provisions
194.9
180.8
881.2
653.7
Deferred tax liability
178.2
153.2
1,254.3
987.7
Profit for the year attributable to non-controlling interests
Equity
Current provisions
55.6
52.4
91.3
195.1
190.7
118.5
Trade payables and other liabilities
1,898.0
1,785.9
Current liabilities
2,235.6
2,151.9
TOTAL LIABILITIES
4,514.4
4,133.8
Bank borrowings
70
4 • statement of cash flows
31/12/2015
31/12/2014
82.4
74.9
Non-cash items
245.1
216.9
EBITDA
327.4
291.9
1.0
4.6
(€ million)
Elimination of provisions in current assets
Changes in working capital
Tax paid
A) Net cash from operating activities
Capital expenditure
Proceeds from sale of tangible and intangible assets
Investment grants received
Change in financial assets for concessions (IFRIC 12)
Financial investments
Gains/ (losses) from disposal of financial assets
30.5
77.9
(57.2)
(29.8)
301.7
344.5
(242.2)
(220.6)
39.4
35.0
7.7
7.3
(14.2)
(19.1)
(133.3)
(82.0)
5.6
35.1
4.9
27.2
(332.1)
(217.2)
Free cash flow
(30.4)
127.3
Net dividends paid
(50.6)
(0.7)
Cash flows on changes in reporting scope
B) Net cash from investing activities
Net dividends received
Change in equity (other transactions with shareholders)
New borrowings
Borrowings repaid
Interest received
Interest paid
0.5
0.5
38.7
13.0
243.8
108.3
(170.1)
(117.8)
2.2
2.4
(20.5)
(20.6)
0.2
0.4
Other
(7.9)
(10.2)
C) Net cash from financing activities
36.3
(24.8)
D) Foreign exchange translation differences
13.7
15.8
Change in cash and cash equivalents (A+B+C+D)
19.6
118.3
Cash and cash equivalents at beginning of period
445.0
326.7
Cash and cash equivalents at end of period
464.6
445.0
19.6
118.3
Change in other financial debts
Change in cash and cash equivalents
71
4.
Annual
Financial
Statements
4. Annual Financial Statements
4.
Annual Financial
Statements
ConTENTS
A
3.2 Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
3.3 Details of prepayments and deferred income . . . . 80
3.4 Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
3.5 Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
3.6 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
3.7 Exchange differences on receivables
and payables in foreign currencies. . . . . . . . . . . . . . 81
F
inancial statements
at 31 December 2015. . . . . . . . . . . . . . . . . . . . . 74
1 • Balance sheet
AT 31 dEcembER 2015 . . . . . . . . . . . . . . . . . . . . . 74
2 • INCOME STATEMENT
AT 31 DECEMBER 2015 . . . . . . . . . . . . . . . . . . . . . 76
B
4 • Notes on the INCOME STATEMENT . . . . . . . . . 81
4.1 Analysis of turnover. . . . . . . . . . . . . . . . . . . . . . . . . . . 81
4.2 Details of other operating income
and expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
4.3 Share of profit of joint ventures. . . . . . . . . . . . . . . . . 81
4.4 Transfers of expenses. . . . . . . . . . . . . . . . . . . . . . . . . 82
4.5 Gains and losses relating to prior years . . . . . . . . . 82
4.6 Financial income and expenses . . . . . . . . . . . . . . . . 82
4.7 Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
4.8 Exceptional income and expense. . . . . . . . . . . . . . . 82
N
otes to the annual
financial statements . . . . . . . . . . . . . . . . . . . . . 78
1 • Significant events of the
financial year. . . . . . . . . . . . . . . . . . . . . . . . . . . 78
2 • ACCOUNTING PRINCIPLES,
RULES AND METHODS . . . . . . . . . . . . . . . . . . . . . 78
2.1 Contract managed. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
2.2 Fixed assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
2.3 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
2.4 Receivables and payables . . . . . . . . . . . . . . . . . . . . . 78
2.5 Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . 78
2.6 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
2.7 Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
2.8 Employee benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
2.9 Public investment subsidies. . . . . . . . . . . . . . . . . . . . 79
2.10 Tax status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
5 • Other information. . . . . . . . . . . . . . . . . . . . . . . . 83
5.1 Related party transactions. . . . . . . . . . . . . . . . . . . . . 83
5.2 Financial Instruments . . . . . . . . . . . . . . . . . . . . . . . . . 83
5.3 Pension and long service award commitments. . . 85
5.4 Information on leasing. . . . . . . . . . . . . . . . . . . . . . . . . 85
5.5 Personal training account. . . . . . . . . . . . . . . . . . . . . . 85
5.6 Identity of the consolidating company. . . . . . . . . . . 85
5.7 Information on subsidiaries and investments . . . . 85
5.8 Post balance sheet events. . . . . . . . . . . . . . . . . . . . . 85
Statutory auditors’ report on the financial
statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
3 • Notes on the balance sheet . . . . . . . . . . . 79
3.1 Fixed assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
73
A
Financial statements at 31 December 2015
1 • Balance sheet AT 31 dEcembER 2015
31/12/2014
31/12/2015
Gross
Accumulated
Depreciation
Net
Net
343,750,090
-
-
343,750,090
-
343,750,090
-
-
-
-
-
758,667,888
310,584,600
2,755,580
538
1,415,758,697
-
758,667,888
310,584,600
2,755,580
538
1,415,758,697
757,955,588
2,403,268
538
1,104,109,484
40,178
-
40,178
-
3,697,559
68,311,138
-
-
3,697,559
68,311,138
-
6,351,755
232,371,814
-
5
598,707
-
5
598,707
5
389,902
in euros
Uncalled subscribed capital
INTANGIBLE ASSETS
Preliminary expenses
Development costs
Concessions, patents and related rights
Goodwill
Advances, down payments for intangible assets
PROPERTY, PLANT AND EQUIPMENT
Land
Buildings
Technical facilities, equipment, machinery
Other property, plant and equipment
PPE under construction
Advances and down payments
NON-CURRENT FINANCIAL ASSETS
Shareholdings under the equity method
Other shareholdings
Receivables from shareholdings
Other long-term investments
Loans
TOTAL FIXED ASSETS
(I)
INVENTORIES AND WORK IN
PROGRESS
Raw materials, supplies
Production in progress (goods)
Production in progress (services)
Semi-finished and finished goods
Goods
Advances and down payments on orders
TRADE RECEIVABLES
Trade receivables and related accounts
Other receivables
Subscribed called non paid-up capital
MISCELLANEOUS
Marketable securities held for trading
Cash
ACCRUALS
(II)
72,647,587
-
TOTAL CURRENT ASSETS
72,647,587
20,077
239,133,554
Unrealised losses on foreign exchange
transactions
(III)
-
-
-
-
(I to III)
1,488,406,284
1,488,406,284
1,343,243,038
Prepayments
TOTAL ASSETS
74
31/12/2015
31/12/2014
in euros
LIABILITIES
EQUITY
(I)
237,888,902
303,246,055
7,717,008
2,386,768
142,613,581
31,113,593
724,965,907
237,888,902
353,238,942
6,213,321
2,386,768
114,043,532
30,073,736
743,845,201
(iI)
6,297,021
6,297,021
3,215,309
3,215,309
620,669,969
4,720,473
3,516,234
127,884,369
510,390,057
2,783,475
6,281,409
76,727,586
756,791,045
352,312
1,488,406,284
596,182,528
1,343,243,038
136,791,045
86,182,527
620,000,000
510,000,000
669,969
390,057
Share capital or individual capital
Additional paid-in capital
Revaluation reserves
Legal Reserve
Statutory or contractual reserves
Regulated reserves
Other reserves
Retained earnings brought forward
NET PROFIT/(LOSS) FOR THE YEAR
Investment grants
Regulated provisions
TOTAL EQUITY
CONTINGENCY AND LOSS PROVISIONS
Provisions for contingencies
Provisions for charges
TOTAL PROVISIONS
DEBTS (1)
Convertible bond issues
Other bond issues
Bank borrowings (2)
Loans and other financial debts
Customer advances and down payments
Trade payables and related accounts
Tax and social security liabilities
Liabilities on assets and related accounts
Other liabilities
ACCRUALS
Deferred income
LIABILITIES AND ACCRUALS
(III)
Unrealised gains on foreign exchange transactions
(IV)
TOTAL LIABILITIES
(I TO IV)
(1) Liabilities and deferred income less than 1 year
(2) Overdrafts (short-term borrowings for cash requirements) and bank credit balances of which
- Amounts payable after one year
- Amounts due within one year
75
2 • INCOME STATEMENT AT 31 DECEMBER 2015
31/12/2015
31/12/2014
14,412,921
14,412,921
10,047,085
10,047,085
Production held as inventory
-
-
Capitalised production
-
-
Operating grants
-
-
Reversal of depreciation, provision and expense transfers
-
3,725,904
In euros
OPERATING REVENUE
Sales of goods
Services
NET REVENUE
12
4,052
14,412,933
13,777,041
Stock purchases (including customs duties)
-
-
Change in inventory of goods
-
-
Purchase raw materials, other supplies (including customs duties)
-
-
Change in inventory purchases (raw materials and supplies)
-
-
Other purchases and operating expenses
8,973,657
5,130,618
Taxes and similar payments
1,095,258
702,487
Wages and salaries
3,932,432
5,381,625
Welfare contributions
1,162,947
2,286,613
On capital/ fixed assets:
-
-
On current assets: charge to provisions
-
-
3,081,711
159,913
344,122
325,814
(II)
18,590,127
13,987,070
(I - II)
(4,177,194)
(210,029)
26,565,823
19,145,039
Other marketable and receivables from capitalized assets
-
-
Other interest and similar income
-
-
Reversal of provisions charged and expense transfers
-
-
Foreign exchange gains
-
-
Net gains on sales of marketable securities
-
-
26,565,823
19,145,039
-
-
8,540,090
9,518,513
-
75
Other income
TOTAL OPERATING INCOME
(I)
OPERATING ALLOWANCES
For contingency and loss provisions: charge to provisions
Other charges
TOTAL OPERATING EXPENSES
OPERATING PROFIT / (LOSS)
FINANCIAL INCOME
Financial income from shareholdings
TOTAL FINANCIAL INCOME
(III)
Changes to depreciation and provisions
Interest and similar expenses
Foreign exchange losses
-
Net expenses on sales of marketable securities
TOTAL FINANCIAL EXPENSES
FINANCIAL INCOME / (EXPENSE)
RECURRING PROFIT BEFORE TAX
76
(IV)
8,540,090
9,518,588
(III - IV)
18,025,733
9,626,452
(I - II + III - IV)
13,848,539
9,416,422
31/12/2015
31/12/2014
Exceptional gains on operations
-
-
Exceptional gains on equity transactions
-
-
Reversal of provisions charged and expense transfers
-
-
In euros
EXCEPTIONAL GAINS
-
-
14,179
-
Exceptional losses on equity transactions
-
-
Exceptional charges to depreciation and provisions
-
-
TOTAL EXCEPTIONAL GAINS
(V)
Exceptional losses on operations
TOTAL EXCEPTIONAL LOSSES
EXCEPTIONAL INCOME/ (LOSS)
Corporate income tax
TOTAL INCOME
TOTAL CHARGES
(VI)
14,179
-
(V - VI)
(14,179)
-
(VII)
-
-
(VIII)
(17,279,233)
(20,657,314)
(I + III + V)
40,978,756
32,922,080
(II + IV + VI + vii + VIII)
NET PROFIT/ (LOSS)
77
9,865,163
2,848,344
31,113,593
30,073,737
B
Notes to the annual financial statements
1 • Significant events of the
financial year
2.2 Fixed assets
2.2.1 Intangible assets
The goodwill recorded in the balance sheet as an intangible asset
is exclusively composed of technical losses from mergers.
Syndicated loan amendment
On 11 June 2015, GROUPE KEOLIS S.A.S. signed an amendment to the syndicated loan agreement dated 12 July 2013
arranged with a syndicate of 13 banks for a nominal amount of
€800 million maturing on 12 July 2018. This amendment provides for the renegotiation of borrowing conditions of the credit
line, the increase of its nominal amount to €900 million, the
extension of its maturity until 11 June 2020 and a provision under
which Keolis may extend maturity by an additional year, in 2016
and 2017, subject to the approval of the entire lending syndicate.
Maturity could thereby be extended until 11 June 2022.
Technical losses from mergers carried in goodwill are not amortised, but are tested for loss of value at each annual close by
reference to a separate review of the related underlying asset
values. Any losses in value would be recognised by the establishment of an impairment charge.
Technical losses from mergers within assets relate directly to the
investment in Keolis S.A.
2.2.2 Tangible assets
Nil.
Monetisation of CICE (Crédit d’Impôt pour la Compétitivité et
l’Emploi) receivable
The receivable arising in 2015 from the CICE, implemented by
the French government, was subject to a “Dailly” sale. This sale
resulted in net proceeds of €47.4 million for the Company on
behalf of the tax group. As the parent company of the tax group,
GROUPE KEOLIS S.A.S. recognised a debt owing to the companies that are part of the tax group for the amount of €49.5
million (gross amount). The impact of the CICE receivable sale
on GROUPE KEOLIS S.A.S’s income statement is €1.1 million
included as a financial expense.
2.2.3 Financial assets
Equity investments are recorded at acquisition cost, including
direct expenses. Under a specific tax provision, these expenses
are amortised pro rata over 5 years.
If this value is greater than the inventory value an impairment is
recognised for the difference. For each of the holdings, the inventory value is determined based on future cash flows which their
business activity could generate.
2.3 Inventories
Nil.
2 • Account
ing principles, rules
and methods
2.4 Receivables and payables
Receivables are recorded at their nominal value.
Where applicable, a depreciation is recognised whenever there
is a risk of non-recovery.
These financial statements are prepared in accordance with the
rules laid down by the general chart of accounts in accordance
with regulation ANC N°2014-03 dated 5 June 2014 of the
French Accounting Standards Authority (Autorité des Normes
Comptables) and principles generally accepted in the profession.
General conventions were applied in compliance with the prudence principle, in accordance with the basic assumptions of:
◗continuity of operations,
◗consistency of accounting methods from one year to another,
◗independence of financial years.
2.5 Marketable securities
Nil.
2.6 Cash
Cash balances in foreign currencies are converted at the closing
exchange rate of the financial period. The difference that results
from this adjustment is recognised in the year’s income statement in foreign exchange gains and losses.
The underlying method used to value the items in the accounts
is the historical cost method.
There were no exceptions from standards nor changes in
method that affected the annual financial statements.
2.7 Provisions
A provision for contingencies and charges is recorded when
the company has a legal or implicit obligation to a third party
arising from a past event, whose amount can be reliably estimated and where it is probable that its settlement will cause an
outflow of resources without compensation of at least an equivalent amount.
The main accounting policies used are described below.
2.1 Contract managed
Nil.
78
2.8 Employee benefits
Employee benefits relate to payments due on retirement.
Evaluations of these obligations are carried out annually using
the projected unit credit method.
The main actuarial assumptions used for the assessment of
employee benefits are:
◗ Discount rate 1.49%
◗ Long-term expected inflation rate
1.75%
◗ Rate of increase of payrolls used to calculate
payments due on retirement 3.70%
◗ Average turnover rate
2.20%
◗ Type of retirement
At the initiative of the employee
◗ Mortality table
INSEE TD/TV 2011-2013
2.10 Tax status
The Company opted for the tax group regime from the year
commencing 1st January 2008.
Procedures for allocating corporate tax are:
◗ tax is calculated as if the Company were taxed separately,
◗ the savings achieved by the parent company from the tax
losses and long-term capital losses of the subsidiary are taken
by the latter in its income statement.
However, in accordance with current corporate tax legislation
governing the carrying forward of losses, these are reallocated
to the subsidiary as and when it generates future profits.
These commitments appear under off-balance sheet commitments.
2.9 Public investment subsidies
Nil.
3 • Notes on the balance sheet
3.1 Fixed assets
(in euros)
Gross value at
beginning of
financial year
Increase
Decrease
Gross value at end
of financial year
343,750,090
-
-
343,750,090
757,955,588
712,300
-
758,667,888
-
310,584,600
-
310,584,600
538
-
-
538
Intangible assets
Goodwill
Financial assets
Shares
Receivables from shareholdings*
Deposits & guarantees
Loans
TOTAL
2,403,269
352,312
-
2,755,580
1,104,109,484
311,649,212
-
1,415,758,697
*On 7 July 2015, GROUPE KEOLIS S.A.S. entered into a loan agreement with Keolis S.A.
3.2 Receivables
Amount gross
Due in less than
one year
Due in more than
one year
3,697,559
3,697,559
-
Other receivables*
68,311,138
68,311,138
-
TOTAL
72,008,697
72,008,697
-
(in euros)
* Other receivables comprise €36,064 thousand in trade receivables from the Group, €23,247 thousand of tax group receivables, €7,968 thousand of tax receivables
and €49 thousand represented by a supplier credit note.
79
Receivables represented by commercial bills
Nil.
3.3 Details of prepayments and deferred income
Nil.
3.4 Equity
Statement of changes in equity (in euros)
Situation at the beginning of year
Balance
743,845,201
Equity before distribution of prior year retained profits
-
Distributions of prior year retained profits
743,845,201
Equity after distributions of prior year retained profits
Movements during the year
Changes in capital
Decreases
Increases
-
-
49,992,887
-
Changes in reserves
-
1,503,687
Changes in capital grants
-
-
Changes in untaxed reserves
-
-
Changes in share premium
-
28,570,050
Profit for the year
30,073,736
31,113,593
BALANCE
80,066,624
61,187,330
Other changes
Situation at the end of the year
Balance
724,965,907
Equity before appropriation
Share capital
The capital of the company amounts to €237,888,901.80, made up of 180,218,865 shares of €1.32 each.
GROUPE KEOLIS S.A.S. holds 0.14% of its own capital, or 257,000 shares (nominal value €1.32 each), following the acquisition in
2015 of 85,000 shares from FCPE GROUPE KEOLIS ACTIONNARIAT for a total of €712,300.00. These shares do not carry voting
rights.
Allocation of net income for the previous year
The General Meeting of 30 June 2015 allocated the result of financial year 2014 amounting to €30,073,736.55 as follows:
(in euros)
◗ Legal Reserve of:
1,503,686.83 euros
◗ Retained profits:
28,570,049.72 euros
Changes in paid-in capital
The company distributed reserves amounting to €49,992,887.05 from additional paid-in capital, in accordance with the written
resolution of the shareholders of 2 October 2015.
Regulated provisions and investment subsidies
Nil.
80
3.5 Provisions
A provision is recorded when the company has a legal or implicit obligation to a third party arising from a past event, whose amount
can be reliably estimated and where it is probable that its settlement will cause an outflow of resources.
The tax consolidation agreement obligates the parent company to return to its subsidiaries the tax savings resulting from the use
of their tax losses, which it has recorded in its income statement, as soon as they become profitable.
Pursuant to Article 322-1 of Regulation No. 2014.03 of the French Accounting Standards Authority (ANC), a provision has been
stated arising from this obligation where restitution in cash of the tax savings is likely.
(in euros)
Tax provisions
Other provisions
TOTAL
Gross value at
beginning of
financial year
Charge
Release
Gross value at
end of financial
year
2,550,197
2,707,058
-
5,257,256
665,112
374,653
-
1,039,765
3,215,309
3,081,711
-
6,297,021
3.6 Liabilities
At 31 December 2015, the amount of bank borrowings drawn down is €620 million and the undrawn balance is €300 million.
(in euros)
Amount gross
Due in less than
one year
Due in more
than one year
620,669,969
669,969
620,000,000
4,720,473
4,720,473
-
Tax and social security debts
3,516,234
3,516,234
-
Other liabilities
127,884,369
127,884,369
-
TOTAL
756,791,045
136,791,045
620,000,000
Bank borrowings
Other liabilities comprise €127,531 thousand of tax group payables and €353 thousand of miscellaneous creditors.
4•N
otes on the income
statement
Details of accrued liabilities at 31/12/2015
(in euros)
Bank borrowings
Accrued interest
Suppliers, invoices not yet received
Tax and social security debts
Staff, accrued charges
Social institutions, accrued charges
State, accrued charges
Total accrued liabilities
4.1 Analysis of turnover
The company generates all of its turnover in France.
153,181
4,350,494
4.2 Details of other operating income and expense
1,694,426
777,754
45,044
7,020,900
Income
(in euros)
Settlement differences
TOTAL
3.7 Exchange differences on receivables and payables in
foreign currencies
GROUPE KEOLIS S.A.S. took out a loan (convertible bond)
for 3 million dollars. It was booked on 31 December 2015 at
the closing exchange rate of €1 = USD 1.08870 equating to
an unrealised foreign exchange transaction gain of
€352,311.55.
12
12
Expenses
(in euros)
Attendance fees Settlement differences
TOTAL
4.3 Share of profit of joint ventures
Nil.
81
344,000
122
344,122
4.4 Transfers of expenses
Nil.
4.5 Gains and losses relating to prior years
Nil.
4.6 Financial income and expenses
Income
(in euros)
Income from shareholdings
Interest on loans
Losses/receivables related to shareholdings
Other financial income and expense
Total
Expense
Balance
24,226,938
-
24,226,938
-
(6,608,906)
(6,608,906)
2,338,885
-
2,338,885
-
(1,931,184)
(1,931,184)
26,565,823
(8,540,090)
18,025,733
Profit before tax
Tax due
Net profit
4.7 Taxation
The corporate income tax for the year consists of:
(in euros)
Current
Exceptional
13,848,539
13,848,539
(14,179)
(14,179)
Tax integration
Exceptional contribution
13,834,360
Total
4.8 Exceptional income and expense
(in euros)
Exceptional expenses
Tax penalties
Total
14,179
14,179
82
(18,779,233)
18,779,233
1,500,000
(1,500,000)
(17,279,233)
31 113 593
5 • Other information
5.1 Related party transactions
(in euros)
Assets
Investments
Receivables from shareholdings
Current accounts
Other operating receivables
Liabilities
Tax provision
Trade accounts payable and related accounts
Other operating payables
Current accounts
Income statement
Financial income
Financial expense
31/12/2015
31/12/2014
758,667,888
310,584,600
3,697,559
36,068,193
-
757,955,588
6,351,755
225,018,193
-
5,257,256
684,978
-
2,550,198
89,800
-
26,565,823
-
19,145,039
-
5.2 Financial instruments
GROUPE KEOLIS S.A.S. uses derivative financial instruments to manage its exposure to financial risks resulting from its financial
and investing activities:
◗interest rate risk;
◗foreign exchange risk.
At the end of the financial year, unrealised gains are not recognised in the accounts. Unrealised losses are accounted for except
when they relate to instruments qualified as hedging and falling within one of the following two cases:
◗to hedge underlying items in the balance sheet which have not been revalued;
◗to hedge future cash flows expected in a future year, under the principle of matching the accounting impact in the same financial
year.
The gains and losses realised are reported in the same income statement as the income and expenses on the hedged item.
Interest rate and foreign exchange derivative financial instruments are traded with first-class bank counterparties in accordance
with the Group’s counterparty risk management policy. Consequently, the counterparty risk can be regarded as negligible.
5.2.1 Interest rate risks relating to the variable rate portion of its financial debt
The Group’s interest rate risk exposure results from its financial debt. This financial debt mainly relates to its syndicated loan.
To cover this risk, the Group uses standard, liquid and market-available derivative financial instruments:
◗ swaps,
◗ cap calls,
◗ floor puts if tied with cap calls to create a symmetrical or asymmetrical collar,
◗ sales of caps to unwind an existing cap or to realise a cap spread,
◗ floor calls, in particular to buy back floors that constitute asymmetrical collars.
83
The distribution of GROUPE KEOLIS S.A.S.’ debt between fixed and variable rates, without taking into account the derivatives
portfolio, is as follows:
31/12/2015
31/12/2014
620.0
510.0
Loans and financial debts net of accrued interest
620.0
510.0
Cash and cash equivalents at variable rates
(35.8)
(224.9)
-
-
(35.8)
(224.9)
(0.6)
-
(€ million)
Variable rates
Fixed rates
Cash and cash equivalents at fixed rates
Total cash and cash equivalents
Accrued interest receivable
(310.0)
-
Premiums
(0.3)
(0.4)
Loans and guarantees
(3.7)
(3.9)
-
-
269.5
280.8
Variable rate financial receivables
Accrued interest payable
Net financial debt
GROUPE KEOLIS S.A.S. is subject to variations in interest rates on the part of its net debt at variable rates. At 31 December 2015,
an immediate increase of 50 basis points of market interest rates, based on unchanged net debt, would increase the annual cost
of debt by €3.1 million and in parallel would increase financial income in cash and cash equivalents by €0.2 million, and also would
increase the financial income of variable rate receivables by €1.5 million.
An immediate increase of 50 basis points in market interest rates on the hedge portfolio would reduce the annual cost of debt by
€1.7 million.
Hence, an immediate increase of 50 basis points in market interest rates on an unchanged amount of net debt, taking into account
the impact of hedges, would reduce the net annual debt cost by 0.3 million.
Equally, an immediate decrease of 50 basis points in market interest rates on an unchanged amount of net debt, taking into account
the impact of hedges, would increase the net annual debt cost by 0.3 million.
5.2.2 Foreign exchange risk
The Company GROUPE KEOLIS S.A.S., given its status as the parent company of the Group, carries out net investments in foreign
currencies in the capital of its foreign subsidiaries. To cover the foreign exchange risk engendered by these investments, GROUPE
KEOLIS S.A.S. uses derivative financial instruments for limited amounts. Management’s objective is to protect the reference
The instruments used by the Group are standard, liquid and market-available:
◗forward and futures sales and purchases;
◗foreign exchange swaps;
◗call options;
◗put options in combination with call options to provide symmetric or asymmetric collars.
At 31 December 2015, GROUPE KEOLIS S.A.S. had no open foreign exchange positions.
84
Other financial commitments
Committed credit lines available but not drawn down as at 31 December 2015 amount to €300 million, available to GROUPE
KEOLIS S.A.S.
In addition, on 22 January 2014 a €20 million bilateral bank loan agreement was set up, maturing on 22 January 2017. The nominal amount drawn down at 31 December 2015 is €20 million.
5.3 Pension and long service award commitments
The amount of pension liabilities at 31 December 2015 stood at 356,131 euros.
This sum is not provided for in the annual financial statements and appears under financial commitments.
5.4 Information on leasing
Nil.
5.5 Personal Training Account
The compte personnel de formation (CPF) replaced the droit individuel de formation (DIF) on 1 January 2015, taking over the training
entitlements accrued at 31 December 2014. It is funded by the single contribution to the state-approved collecting bodies which
have replaced the companies as responsible for its management.
5.6 Identity of the consolidating company
The Company belongs a group whose consolidating company is SNCF PARTICIPATIONS, incorporated and domiciled in France,
under SIRET number 572 150 977 01821, whose headquarters is located at 2 place aux Étoiles - CS 70001 - 93633 LA PLAINE
ST DENIS CEDEX. The Company’s accounts are fully consolidated within the consolidated accounts of SNCF PARTICIPATIONS.
5.7 Information on subsidiaries and investments
(in euros)
Name & registered
office
KEOLIS S.A.
EFFIA
20 - 22 RUE le peletier
75009 PARIS
Name & registered
office
KEOLIS S.A.
EFFIA
20 - 22 RUE le peletier
75009 PARIS
Capital
Shares held %
Gross value of
shares
Loans,
advances
Revenue
46,851,276.00
3,136,000.00
100.00%
100.00%
480,342,045
276,430,523
-
196,787,773
15,738,901
Equity
Dividends
received
Net value of shares
186,905,847
25,255,942
19,130,938
5,096,000
480,342,045
276,430,523
5.8 Post balance sheet events
There are no significant post balance sheet events to report.
85
Guarantees
-
Profit for the
year
37,599,518
6,924,520
Statutory auditors’ report on the financial
statements (For the year ended December 31, 2015)
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or
not. This information is presented below the opinion on the financial statements and includes explanatory paragraphs discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing
an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on
information taken outside of the financial statements.
This report also includes information relating to the specific verification of information given in the management report and in the document
addressed to shareholders.
This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your
Annual General Meeting, we hereby report to you, for the year
ended December 31, 2015, on:
◗ the audit of the accompanying financial statements of Groupe
Keolis S.A.S. ;
◗ the justification of our assessments;
◗ the specific verifications and information required by law.
II - Justification of our assessments
In accordance with the requirements of article L.823-9 of the
French Commercial Code (Code du commerce) relating to the
justification of our assessments, we inform you that the
assessments made by us focused on the appropriateness of
the accounting principles used and the reasonableness of the
significant estimates made by the management relating
particularly to the following matters:
◗ measure the recoverable amount of goodwill resulting from
technical losses on mergers (§2.2.1 of the notes);
◗ measure the value in use of financial investments (§2.2.3 of the
notes);
◗ measure the current tax provision made in application of the
tax consolidation regime (§3.5 of the notes).
These financial statements have been approved by the Executive
Board. Our role is to express an opinion on these financial
statements based on our audit.
I. Opinion on the financial statements
We conducted our audit in accordance with professional
standards applicable in France; those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit involves performing procedures, using
sampling techniques or other methods of selection, to obtain
audit evidence about the amounts and disclosures in the financial
statements. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of
accounting estimates made, as well as the overall presentation
of the financial statements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
In our opinion, the financial statements give a true and fair view
of the assets and liabilities and of the financial position of the
company at December 31, 2015 and of the results of its
operations for the year then ended in accordance with French
accounting principles.
These assessments were made as part of our audit of the
financial statements taken as a whole, and therefore contributed
to the opinion we formed which is expressed in the first part of
this report.
III. Specific verifications and information
We have also performed, in accordance with professional
standards applicable in France, the specific verifications required
by French law.
We have no matters to report as to the fair presentation and the
consistency with the financial statements of the information
given in the management report of the Executive Board and in
the documents addressed to shareholders with respect to the
financial position and the financial statements.
Neuilly-sur-Seine, March 7, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit
Deloitte & Associés
Françoise Garnier-Bel
Bertrand Boisselier
86
87

2015 Groupe Keolis SAS financial report

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