Annual report 2014 - Caisse Nationale des Autoroutes
Transcription
Annual report 2014 - Caisse Nationale des Autoroutes
annual report 2014 Caisse nationale des autoroutes a public institution managed by the Caisse des Dépôts on 31 december 2014, the length oF the netWorK oF conceded highWays at 9,048.1 km oF Which 7 359.8 km contents is conceded to semca and historic eX-semca entities linKed to the cna (asFa source) 1 outstanding loans From the cna at 31 december 2014 7.647 billion euros 2 general presentation oF tHe Cna (FrenCH national motorWay Fund) WitHin tHe FrenCH motorWay seCtor 4 Organisation and missions Financing procedures History 7 7 8 aCtiVity oF tHe semi-puBliC motorWay Companies in 2014 12 Construction and operation Financial results Outlook for development 15 17 17 aCtiVity oF tHe Cna in 2014 18 Economic and financial context Loans policy Loan programme Debt management 20 22 22 23 4 FinanCial elements For 2014 24 5 legal and regulatory texts 42 3 boarD of Directors a Word From the president in office on 26 march 2015 presiDent •/m./chRistophe/sAintillAn, director of transport infrastructures at the Ministry of Ecology, Sustainable development and Energy vice-presiDent •/m./FRAnÇois/chAmpARnAud, representing the Ministry of Finance and public Accounts in 2014, CNA issued €70M in debt securities to finance motorway concession-holders’ investments. At the same time, it repaid close to €1.5 bn on matured bonds. The reduction of the establishment’s debt thus continued in 2014, ending the year with €7.65 bn in liabilities, this being at the same level as the end of the 80s. The funding needs for the year were covered first by a new bond issue. in keeping with its policy of tapping its lines, CNA tapped its ‘3.75 % - 2025’ line for the fourth time since it was issued in July 2005, this time drawing €45M; its current liabilities now stand at €643.26M. aDministrators in addition, the CNA also requested a second draw of €25M on its €120M funding line (now •/m./gilles/oRZoni, to have greater flexibility to meet the needs of concessionary companies. representing the Ministry of Ecology, Sustainable development and Energy •/m./FRAncK/liRZin representing Ministry of Finance and public Accounts •/m./éRic/AZoulAy representing the Ministry of the interior •/m./dominiQue/AuVeRlot representing the Commissioner general for policy planning •/mme/nAthAlie/gilly representing the director general of the Caisse des dépôts (deposits fund) •/m./n. president of SEMCA representing the semi-public motorway concession-holders consumed at a level of €45M) with the Eib on 8 April 2013, to diversify its financing sources This loan programme was earmarked in full for Société Française du Tunnel routier du Fréjus (SFTrF). in fact, since the end of 2009, only the two tunnel companies, Autoroute et Tunnel du Mont-blanc (ATMb) and Société Française du Tunnel routier du Fréjus (SFTrF), whose debt with CNA now accounts for more than 17% of total debt as at 31 december 2014, are allowed recourse to the establishment to finance and, as needed, refinance their investments. however, these new transactions should not disrupt the process of amortising current debt, at an annual average of more than €1.7 bn through 2018. ChriSTOphE SAiNTillAN 5 caisse nationale des autoroutes annual report 2014 O1 general presentation of the cna within the french motorway 7 organisation and missions FinanCing proCedures 8 History 7 caisse nationale des autoroutes annual report 2014 organisation and missions Created in 1963, the Caisse nationale des autoroutes (CNA) is a financially independent public administrative institution whose mission is to raise finance for motorway concession-holders to build and develop toll motorways. To do this, it issues loans on the French and international markets and contracts loans from selected financial institutions. general presentation oF the cna organisation and missions • FinanCing proCedures The CNA is governed by Articles R 122-6 to R 122-15 of the French road system code (Code de la voirie routière), which contain the provisions of decree n° 63-585 of 20 June 1963 amended by decrees n° 68-972 of 5 November 1968 and n° 86-910 of 30 July 1986. The CNA is a financially independent institution, and it receives no funding from the government budget. It has a Board of Directors which discusses the budget, the accounts and the loans programme; its administration, accounting and financial management are dealt with by the Caisse des dépôts, under the control of the Board of Directors, under conditions fixed by a contract between the two institutions. Every year, within the terms of its mission, the CNA implements the loan programme drawn up in close collaboration with the supervisory ministries and eligible motorway concessionholders (SCA). The financial resources collected are distributed as loans among the eight companies: • Autoroutes Paris-Rhin-Rhône (APRR); • la société des Autoroutes Rhône-Alpes (AREA); • Autoroutes du Sud de la France (ASF); • Autoroutes et Tunnel du Mont-Blanc (ATMB); • la société des autoroutes Estérel, Côte-d’Azur, Provence, Alpes (ESCOTA); • la Société des autoroutes du nord et de l’est FinanCing proCedures Once the financing needs of the companies are determined, the concession-holders and the CNA together draw up a loan programme. The priority is to determine a maturity schedule that takes into account each company’s future capacity to reimburse the loan. The loan programme consists mainly of bond issues. The CNA’s years of experience, its status, and the volume and consistency of its issue programmes, make it a recognised player in the euro primary bond market. A bond operation generally involves several companies. Its loans, issued without any State guarantee since 1991, are rated AA by Fitch Ratings and by Standard & Poor’s1. Further, the CNA and the European Investment Bank (EIB) are linked by long-term financing agreements assigned to the construction of sections of motorway that were of use to the European Union as a whole and to programmes to improve sections of motorway that were already in service. Depending on the progress of works that have benefited from these financing agreements, the National Motorway Fund (CNA) draws on funds from the EIB in the form of loan contracts. The duration, rate of interest and currency of these loans are negotiated on a case-by-case basis. The CNA also benefits from loans from the Caisse des dépôts in the framework of new uses for national savings funds. In 2004, a budget of 3.5 billion euros was made available to finance large-scale transport infrastructure work. Given the nature of motorway company investments, the CNA seeks to raise funds with maturities of over 10 years and in euros, to avoid any exchange rate risks. de la France (Sanef); • la Société des Autoroutes Paris-Normandie (SAPN); • la Société Française du Tunnel Routier du Fréjus (SFTRF). The loan contracts between CNA and the companies define the reciprocal obligations of the two parties, in particular the obligation of the beneficiaries to repay CNA at scheduled instalment dates. What is more, the CNA pays out to the companies the whole of the sums collected, under the same conditions of interest rates and maturity. Consequently, the institution does not report an accounting result. 1 As part of the extension of the revision of the outlook for France, Standard and Poor’s confirmed the long term AA rating for the CNA on 14th October 2014 but revised its outlook from stable to negative. Following the deterioration of France’s rating, the CNA rating was downgraded to AA with a stable outlook on 17th December 2014 by Fitch Ratings. 9 caisse nationale des autoroutes annual report 2014 1981-1993 restructuring anD introDuction of an equalization mechanism Economic conditions began seriously to deteriorate in 1973, which prompted the authorities to restructure the motorway system. The State took over the loss-making private companies (APEL, ACOBA and AREA) and created a mechanism for allocating resources equally between the semi-public operating companies. This mechanism was managed by a public authority called “Autoroutes de France” (ADF) created in 1983. general presentation oF the cna History SANEF and APEL merged as SANEF at the end of 1985, which brought the total number of operating companies to ten, of which nine were SEM (including ATMB which was not funded by the CNA). In 1987, the government decided to strengthen the semi-public companies by an injection of equity capital. At the same time, it abolished the cash advances that had been necessary to launch the construction of the motorway network. 1955-1969 start of the motorway system anD formation of the first semi-public operating companies The Act of 18 April 1955 on the status of motorways enabled the French government to hand over the constructionand operation of sections of motorway to companies in which the French state was a majority stakeholder. The Fréjus French Road Tunnel Company (SFTRF) was created in 1962 and became the concession-holder of the Fréjus tunnel in 1974. The company then went on to hold the concession for the A 42 motorway, known as the “Maurienne Motorway”. The State, which had been the majority owner of these two companies’ equity, sold its holdings to the public fund for the development of an inter-modal transport policy in the Alps, by a decree issued on 7 May 2012. Five semi-public companies were formed in this period between 1956 and 1963: • la Société de l’autoroute Estérel / Côte-d’Azur, Alpes (ESCOTA) en 1956; • la Société des Autoroutes du Sud de la France (ASF, ex SAVR) en 1957; • la Société des Autoroutes Paris-Rhin-Rhône (SAPRR, ex SAPL) en 1961; • la Société des Autoroutes Paris-Normandie (SAPN) en 1963; • la Société des Autoroutes du Nord et de l’Est de la France (SANEF) en 1963. The Société du Tunnel routier sous le Mont-Blanc (STMB), was created in 1958, with the French government as the major shareholder. This company had held the concession for the Mont-Blanc road tunnel since 1959. It was renamed the Société des Autoroutes et du Tunnel du Mont-Blanc (ATMB), and in 1977 obtained the concession for the “l’Autoroute Blanche” the A 40. On 1 January 1991, the Société de l’autoroute de la Côte-Basque (ACOBA) merged with the Société des Autoroutes du Sud de la France (ASF), to form a single company called ASF. In 1992, ADF acquired a 49% stake in SFTRF. At the end of this period, some of the operating companies had reimbursed the whole of the advances granted by the State, as the increase in toll income had enabled them to achieve a cash-flow surplus. This situation highlighted the difference in the companies’ financial situations. A reform of the motorway system became necessary given that the Government was committed to speeding up the motorway construction programme as of 1994. 1970-1980 Deregulation of the motorway system anD formation of private operating companies In 1970, the French government decided to grant concessions to private companies, composed of civil engineering contractors and banks. Four such private companies were formed, between 1970 and 1973: • la Compagnie Financière et Industrielle des Autoroutes (COFIROUTE); • la Société des Autoroutes Rhône-Alpes (AREA); • la Société de l’Autoroute de la Côte-Basque (ACOBA); • la Société des Autoroutes Paris-Est-Lorraine (APEL). Moreover, the semi-public companies (SEM) were given greater responsibility, in particular with regard to road construction. 1994 the reform of 1994 The Government decision to speed up the progress of the motorway master plan made it necessary to adapt the structure of the semi-public motorway operating companies, and to redefine the relations between the State and the motorway sector. The reform centred on two objectives: a) To ensure the financial solidarity and soundness of the SEMCA by their recapitalization and the creation of three evenly balanced regional operating units The six largest SEMCA (AREA, ASF, SAPRR, ESCOTA, SAPN, and SANEF), whose share capital had been capped at 28 million French francs, had their equity raised to 1.03 billion French francs. The State had a direct 45% stake in the companies ASF, SAPRR and SANEF. Autoroutes de France (ADF) held another 45%, with the Caisse des dépôts at 8.5%. The remainder was held by local entities. Simultaneously, three regional groups were formed by making some companies into subsidiaries of the operators in the strongest financial positions. ASF now holds a 95% stake in ESCOTA, SANEF holds a 98% stake in SAPN and SAPRR holds a 97% stake in AREA. b) To establish contractual relations between the State and the SEMCA Five-year planning contracts between the State and the operating companies stipulate the commitments of each of the parties with regard to works and investments, pricing policy, and financial objectives. These agreements also define management indicators, social and employment policy, customer service, architectural design and construction and environmental impact. The first planning contracts were signed for the period 1995 - 1999. Since then, several planning contracts have been signed and most of the operating companies now hold such planning agreements. 2001 the 2001 reform The motorway financing procedures set up in France with the Act of 18 April 1955 enabled a modern motorway network to be constructed with virtually no contribution from the central government budget. It now has to be reformed to adapt it to its legal environment and enable it to operate more effectively in the present political and economic climate. This is why the reform launched in 2000 has three major objectives: 1) to intensify competition for the awarding of new motorway concessions, 2) to provide the motorway system with the necessary finance to complete the construction programme and 3) to ensure greater neutrality in the choices between types of investment and between transport systems. To achieve these objectives, two series of measures are being implemented concerning the procedures for awarding motorway concessions and the operating conditions of the semi-public motorway concession holders (SEMCA). 1. In order to widen competition and allow new operators to enter the market, the government put a stop to the so-called backing system. This system consisted of new sections of motorway being financed in part by toll income from existing sections operated by the same company whose concession was extended for the purpose. In fact, this was no longer compatible with fair competition between candidates for the award of a new concession, because it could give an unfair advantage to existing concessionholding companies over new operators. 10 11 caisse nationale des autoroutes caisse nationale des autoroutes annual report 2014 Now any public funding that might be required for the financial balance of future motorway concessions is provided in the form of subsidies. New sections, awarded in compliance with the provisions of the Works Directive “Travaux”1 replaced in 2004 by the Markets Directive “Marchés”2 and with the provisions of the Sapin Act, are covered by a specific contract. This procedure ensures a more effective comparison to be made between competing bids. 2. Secondly, the SEMCA management conditions have been aligned with those of private companies in order to enable them, if applicable, to submit comparable bids for new motorway projects. This involves in particular phasing out the advantages they enjoy (State guarantee to take over any liabilities outstanding at the end of the concession, specific accounting practices for depreciations and loss carry forwards, and no return on invested capital). In exchange, the SEMCA have had their concessions extended so that they now match the longer concessions granted to operators from the private sector. Given the implications of the reform, the French authorities had decided to consult with the European Commission on the reform methods, and in particular on the principle of extending the length of SEMCA concessions. In a report of 24 October 2000, the Commission announced that it would raise no objection to the French Government’s planned reform of the motorway concession operating plan. After this consultation procedure, the French government introduced the domestic legal provisions necessary for implementing the motorway reform. Act n° 2000-1 of 3 January 2001, published in the Official Journal of 4 January 2001, authorized the French Government to transpose community directives by ordinances. This enabled the Government to introduce measures to modernize the motorway operating system. Ordinance n° 2000-273 of 28 March 2001 concerning the reform of SEMCA operations defined the new terms of SEMCA concession contracts as they had been notified to the European Commission. The ordinance said that the extensions would be effective for drawing up the 2000 accounts, so as to apply the accounting reform to the 2000 accounts. This ordinance was ratified by Act n° 2001-1011 of 5 November 2001. 1 2 Directive 93/37/EEC of the Council of 14 June 1993 concerning coordination of procedures for works procurement contracts. Directive 2004/18/EC of the European Parliament and the Council of 31 March 2004 relative to the coordination of procedures for procurement contracts for works, supplies and services. annual report 2014 2002 successive opening up of capital of some companies It is in this context that the legal and financial system of the SEMCA was adapted to common company law. The French government then announced, on 16 October 2001, that ASF capital would be opened for investment in a minority interest, along with its initial public offering IPO. This first operation of its type consisted of transferring to the market the majority of shares held by ADF in ASF capital, accompanied by an increase in capital of 800 million euros. The bids included a retail public offering in France, a global placement and a bid reserved for employees. The product of the transfer of ASF shares held by ADF (1.8 billion euros) was paid back to the State in conformity with the provisions of Article 34 of the Finance Act for 2002 of 28 December 2001. Following the operation, ADF still holds 8.84% of ASF capital. 2004 On 29 July 2004, the French government announced that new shareholders for the Société des Autoroutes Paris-Rhin-Rhône (APRR) were being sought via a rights issue under an IPO (initial public offering) on 25 November 2004. APRR group capital rose to 1,300 million euros, underwritten by a retail public offering in France and an overall placement guaranteed open to all investors, French and non-French. At the same time, an offer reserved for employees was subscribed for 34 million euros. appointed as purchasers on 14 December 2005 1) Vinci for ASF, 2) the consortium composed of Eiffage and Macquarie for APRR, and 3) the consortium composed of Abertis, AXA, Caisse des Dépôts, CNP, FFP and Prédica for Sanef. The privatization decrees were respectively published By this operation, the accumulated holding in APRR capital by the State and its public institution Autoroutes de France (ADF) went from 98.92% to 70.22%. in the Journal officiel of 2 February for Sanef, 20 February for APRR and 8 March 2006 for ASF. These transfers produced 14 803 149 725 €, broken down as follows: • 9 326 827 816 € for the State • 5 476 321 909 € for ADF. 2005-2006 These partial privatizations, followed in March 2005 by the partial privatization of the Sanef group, enabled the major SEMCA to strengthen their financial structure. They were also able to increase their capacity for distributing dividends, which was one of the objectives fixed by the French Government under the CIADT 2003. The dividends paid to the State were allocated to financing new projects of nationwide transport infrastructures via the National Agency for Financing the Transport Infrastructures of France (AFITF) created by Decree n° 2004-1317 of 26 November 2004. transfers to the private sector In a statement made on 18 July 2005, the French Government announced its decision to wholly privatize the APRR, ASF and Sanef groups using invitations to tender. Specifications were published on 22 August 2005. After consulting with the Commission des participations et des transfers, the Government The specifications for the transfer contracts were modified along with the privatization process in order to add the commitments made by the buyers.The boards of directors of the three companies confirmed the commitments made and approved the provisions contained in the amendments, which were then duly approved by decrees in the Conseil d’État. For each of the concession-holders, these five-year planning contracts specify the concession specifications, and they fix the investments to be made and the service level objectives to be reached over the 5-year periods. In return for these arrangements, they also determine the increases in toll rates to be implemented over the period. Bearing this in mind, the companies Sanef and Cofiroute have a planning contract for the 2010-2014 period, likewise the companies ASF and Escota for the 2012-2016 period, as well as the companies APRR and AREA for the 2014-2018 period. 13 caisse nationale des autoroutes annual report 2014 O2 activity of the motorway concession-holDing companies in 2014 15 ConstruCtion and operation 17 FinanCial results outlooK For deVelopment it must be stressed from the outset that the French motorway system is essentially founded on the principle of conceding the construction and operation of motorways. under this system, the concession-holders are responsible for the construction, operation and maintenance of the infrastructures, in return for taking toll incomes to cover the operational expenses and the depreciation of the loans necessary for financing the construction work. This principle was profoundly shaken in 2006. Of the eight semi-public companies holding motorway concessions which historically had turned to the CNA financing system for their investments, six have been completely privatized. Since the end of the privatisation process, initiated in July 2005 and finalised during the first quarter of 2006, the French motorway system has comprised 17 concession-holders: 15 fully private companies and two publicprivate entities, the majority of whose equity is in the hands of the public fund for the development of an inter-modal transport policy in the Alps. 15 caisse nationale des autoroutes annual report 2014 ConstruCtion and operation ThE lAST TwO SEMi-publiC MOTOrwAy CONCESSiON hOldErS ArE: • la the Société Autoroutes et Tunnel du Mont-Blanc (ATMB) the operator for the tunnel du Mont-Blanc et de l’Autoroute Blanche (A 40) which provides access to it from France; ThE FiFTEEN privATE MOTOrwAy OpErATOrS ArE: actiVity oF the motorWay concession-holding companies in 2014 ConstruCtion and operation FinanCial results outlooK For deVelopment • • ASF and ESCOTA4; • APRR and AREA5; • Sanef and SAPN6; • la Compagnie financière et industrielle des autoroutes (Cofiroute); • la Compagnie Eiffage du Viaduc de Millau (CEVM); • la société de l’autoroute de liaison Seine-Sarthe (ALIS, operator of the A28 motorway between Rouen and Alençon); • la société Arcour (operator of the A 19 motorway • the French company of the Tunnel Routier du Fréjus (SFTRF), the operator for the road tunnel of Fréjus and the motorway of la Maurienne (A 43) which gives access to it from France. These two SEMCA remain in the French motorway concession system and are financed via the CNA (e1.378 billion of cumulative outstanding debt at 31 December 2013, i.e.15.37% of the CNA’s total debt). Also operating within the French road and motorway system are The Chambre de Commerce et d’Industrie of Le Havre, the concession holder for the Pont de Tancarville and the Pont de Normandie as well as local authorities who hold concessions for construction work. Their charges are fixed by Conseil d’État decree (article L 153-5 of the road system code). between Artenay and Courtenay); • la société Adelac (operator of the A 41 motorway between Annecy and Geneva); • la société A’liénor (operator of the A 65 motorway between Langon and Pau); • la société Alicorne (operator of the A 88 motorway between Falaise and Sées); • la société Atlandes operator of the A 63 motorway between Salles and Saint-Geoursde-Maremne); • la société Albéa (operator of the A 150 motorway between Ecalles-Alix and Barentin). The first six companies (ex-SEMCA) are the only companies that are now private to have used the CNA system to finance their investments; their outstanding debt with the CNA on 31 December 2013 was e7.590 billion (i.e. 84.63% of the total outstanding debt). In accordance with commitments made during their respective partial privatizations in March 2002, November 2004 and March 20057, the ASF, APRR and Sanef groups have gradually left the CNA system. So the ASF/ESCOTA and APRR/AREA and Sanef/SAPN groups have no longer been able to use CNA loans since year-end 2005, year-end 2008 and year-end 2009 respectively. The last nine private companies have never benefited from the CNA financing system. 4 5 6 7 Autoroutes du Sud de la France (parent company) and Société des autoroutes Estérel, Côte d’Azur, Provence et Alpes (subsidiary). Société des Autoroutes Paris-Rhin-Rhône (parent company) and Société des autoroutes Rhône-Alpes (subsidiary). Société des Autoroutes du Nord et de l’Est de la France (parent company) and Société des Autoroutes Paris-Normandie (subsidiary). These partial privatizations considerably improved the financial structures of the three groups, allowing them to obtain their financing directly from the market. 16 17 caisse nationale des autoroutes caisse nationale des autoroutes annual report 2014 annual report 2014 FinanCial results NEw SECTiONS OF MOTOrwAy brOughT iNTO SErviCE iN 2014 No new section of highway was put into service in 2014. iNCOME TrAFFiC dEvElOpMENT bETwEEN 2013 ANd 2014 In 2014, traffic throughout the entire conceded highway network in service is confirmed to be 87.3 billion travelled kilometres, this being an increase of +2.4% compared to 2013. (Source ASFA) ANNuAl TrAFFiC grOwTh ON ThE “STAblE” NETwOrk OF MOTOrwAy CONCESSiON hOldErS liNkEd TO ThE CNA 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 3 0.5 1.9 3.2 - 1.5 1.3 2.0 0.5 - 1.6 0.8 2.1 1.75 2 0.5 2.5 2.6 - 1.3 0.8 1.7 0.6 - 1.2 0.6 1.5 aprr 1.3 0.8 0.1 1.2 2.4 - 1.7 - 0.1 2.5 1.2 - 2.1 0.6 1.6 area 1.8 2.4 - 1.4 2.1 4.2 0.4 2.2 2.9 2.5 - 0.5 1.5 1.8 sanef 1.1 2.2 2.3 1 2.9 - 1.4 - 0.8 1.7 1.8 - 2.3 0.3 2.4 sapn 5.5 3 2.5 1.6 2.9 - 1.3 1.4 0.7 2.2 - 2.5 0.5 2.4 average ex-semCa 2.4 2.2 0.7 1.6 3 - 1.4 0.7 2.1 1.1 - 1.8 0.7 2.0 evolution in kilometres travelled on the atmB and sFtrF networks (including in the alpine tunnels of the mont-Blanc and Fréjus- France side) 4.0 2.3 - 0.2 2.0 2.1 evolution on the total “stable” network concessions 2.0 1.1 - 1.8 0.7 2.0 eVolution in % 2003 asF esCota outlooK For deVelopment For all of the SEMCA and ex-SEMCA linked to the CNA, the total pre-tax turnover in 2014 not including construction service provisions came to 7.4 billion euros. For the only privatized SCA in early 2006 and the two tunneling SEMCA which remain public, the outlook on future fiscal years is as follows: This is an increase of 3% compared to 2013. Investments should be showing their impact in the completion of the latest major projects, which will enable the networks of long-term motorway companies to come to maturity and landscaping to be carried out to minimize the environmental impact of the motorway. lOAN pAyMENTS The loan repayments rose to 1.516 billion euros in 2014, confirming the gradual reduction of the SEMCAs’ debt toward CNA. The volume of investments should be an expression of the motorway network’s gradual maturation. However, the democratization of new technologies is pushing concession-holders to invest in increasingly innovative operating systems in order to improve the quality of service offered. In respect of the two tunnel SEMCAs, the SFTRF is presently i n a planning contract period which means they can enjoy good visibility of their investments up till 2016, whereas the ATMB company’s contract came to an end at the close of 2014 and is presently negotiating with the State with a view to concluding a new contract for the 2015-2019 period. It is worth noting that most of the latest new large construction projects in progress or to come will not affect the CNA. Most of these construction projects should be carried out by ad hoc companies named after tender procedures. These companies are not eligible for the CNA, so these new projects should have no impact on outstanding CNA debt which is set to go down gradually. At the same time, the increase in tolls and traffic should continue to improve the turnover of long-term concessionholders, this also taking into account the 2.0% upturn in highway traffic noted in 2014, to ensure that interest charges and repayment of the CNA debt are covered. Source 2014: Association des Sociétés Françaises d’Autoroutes et d’ouvrages à péages (ASFA) “Traffic - Motorway concessions and toll facilities / 2014”. 19 caisse nationale des autoroutes annual report 2014 O3 activity of the cna in 2014 20 eConomiC and FinanCial Context 22 loans poliCy loan programme 23 deBt management 20 21 caisse nationale des autoroutes caisse nationale des autoroutes annual report 2014 annual report 2014 The upturn has in fact continued in the US, with GDP at 2.4% (the highest since 2010). This is pulled along by household demand and the acceleration of productive investment. The employment market has continued to improve as far as job creation is concerned, with unemployment down to 5.7% (the lowest since mid-2008). Low inflation that is trending at around 0.8% was magnified in the second part of the year by the reduced price of oil and other primary materials. The Federal Reserve has been gradually bringing to an end its purchasing of securities, though it has remained very cautious in the face of low inflation levels and the global slowdown, leaving its rates unchanged. In Asia, the Japanese recovery was short-lived and did not weather the VAT increase at the beginning of the year. GDP fell by 0.03% in 2014 in the wake of a drop in consumption (-1.2%). However the decline was tempered by foreign trade that benefited from the drop in the Yen. Taking this into account, the increase in inflation to 2.8% (the highest since 1992) continues to be linked to the increase in VAT as well as the price of imported prices rather than to increased wages. 0.7% In France, growth was slightly up in 2014 to 0.4% (0.3% in 2012 and 2013), supported by public spending and consumption. Alongside this, investment fell by 1.7% in the year, with an adjustment marked by property investment. The drop in oil prices kept household purchasing power afloat at the end of the year, but the Euro’s drop did not prevent there being a negative foreign trade contribution to growth, so the weakness of the nominal growth impacted on State revenues, increasing the deficit to -4.4% of GDP (as against -4.1% in 2013). 2014 was marked by a further reduction in risk premiums in Europe in relation to both credit and peripheral European governments. The announcements made at the end of the year by the ECB relating to a potential extension of the sovereign debt purchasing programme leant greater magnitude to the movement of the lowering of the risk premiums across all governments. The rates reached historic lows at the end of the year dropping to 0.54% on the 10 year German market, 0.82% on the 10 year French market, 1.61% on the 10 year Spanish market and 1.98% on the 10 year Italian one. Alongside this, there was – broadly speaking – a levelling out of rate curves. The divergence of monetary policy on both sides of the Atlantic has, on the other hand, manifested itself as a net drop of the Euro against the dollar (-12.82%). European shares – with a rise of barely 1.2% on the Eurostoxx 50 – continued to recede in comparison to American shares (+11.4% at S&P). 1% 0.6% 0.4% 0.8% 0.5% 0.75% 0.4% 0.3% 0.5% 0.3% 0.2% 0.2% 0.25% 0.1% 4 4 No De c. -1 14 v. -1 4 .-1 Oc t.- 4 gu Se pt st1 y1 Au M EvOluTiON OF SwAp rATES iN 2014 4 4 0% e1 0.1% Dec. Ju l Nov. 4 Oct. Ju n Sept. 14 August ay -1 July ril - June M May Ap April 4 March 14 Feb. ar ch - Jan. 4 0.0% -1 The recovery in the Eurozone continues to be weak, with a GDP of 0.9%. This increase is buoyed by Germany (+1.6%), whereas the recessions in Italy and Finland are ongoing. Growth has been pulled forwards by foreign trade against a background of a Euro that is falling, whilst household demand has grown by 0.9%. Budgetary adjustments have continued to be made, but these have not impacted as heavily on growth as was the case during the past three years. Generally speaking, this fragile growth has generated neither an upturn in credit nor an increase in inflation – on the contrary, inflation dropped significantly, finishing in negative territory at -0.2% in December. The same goes for Spain where the figure is -1.1%, with Italy at -0.1% and Portugal at -0.3%. In the face of the weak growth and the enhanced risk of deflation, the Central European Bank reduced its key rates in June and in September to 0.05%. As far as non-conventional methods are concerned, the Bank has launched a share purchase programme (ABS instruments and secured bonds). In November, the Bank also opened the door to an extension of this project to sovereign debts. Fed rates BCe rates Boe rates 0.5% euribor 6m eonia Fe b. -1 global growth has been less pronounced than expected, with emerging countries showing a downturn in performance. The reorientation of Chinese growth towards a model sustained by domestic demand has manifested itself through a gdp that is 7.3% down (the lowest since 2009) and a reduced demand for primary materials, contributing to a slowdown in worldwide asset exchanges. bearing this in mind, OpEC has not reduced its production quotas, which has accentuated the drop in oil prices which have reduced by half. The primary material exporting countries also suffered considerably in the second half-year following the increasing recession in russia and the fall in production in brazil. Finally, growth has been pulled forward by the uSA and the uk, where households have benefited from enhanced buying power linked to oil and to monetary policies that continue to be very accomodating. 0.8% dEvElOpMENT OF CENTrAl bANk iNTErvENTiON rATES iN 2014 Ja n eConomiC and FinanCial Context dEvElOpMENT OF ShOrT-TErM iNTErbANkiNg iN 2014 EvOluTiON OF FrENCh STATE lOAN rATES iN 2014 4.0% 2.5% 5 years swap 10 years swap 30 years 3.5% 2.0% 20 years 15 years 10 years 3.0% 2.5% 1.5% 2.0% 5 years 1.5% 1.0% 1.0% 0.5% 2014/01/02 2014/12/31 0.5% 0.0% 0.0% Jan. Feb. March April May June July August Sept. Oct. Nov. Dec. EvOluTiON OF ThE uSd/Eur ExChANgE rATE iN 2014 2015 2019 2023 2027 2031 2035 2039 2043 dEvElOpMENT OF CONSuMEr priCES (ipCh) iN 2014 ipCH France (monthly variation) ipCH France (reference base 100 =1996) ipCH Zone euro 2.0% 1.40% eur/usd 1.35% 1.5% 1.0% 0.5% 1.30% 0.0% 1.25% -0.5% -1.0% 1.20% Jan. Feb. March April May June July August Sept. Oct. Nov. Dec. Jan. Feb. March April May June July August Sept. Oct. Nov. Dec. 22 23 caisse nationale des autoroutes caisse nationale des autoroutes annual report 2014 annual report 2014 loans poliCy loan programme deBt management EurO bONd APRIL 2014 – JULY 2025 Motorway investments are financed by the CNA for the most part on the bond market; in addition, long-term financing agreements have been signed with the European investment bank for the partial financing of motorway projects or programmes of improvement work on the existing network. The SCA wanted to smooth out their debt maturities depending on their repayment capabilities. In response, the CNA had to issue over relatively long periods. The amount of the issues is determined by addition of the financing needs of several SCA. Given the activity of the companies financed, the natural market of the CNA is the euro market. Loans are launched for professional investors with no public offering. They are quoted on the Stock Exchange; loans in international legal form are also quoted in Luxembourg. With the aim of improving liquidity on the secondary market, the CNA builds lines of reference through successive additional contributions. The line of 2013 maturitie, created before 1st January 1999 and redenominated in euros, has an outstanding debt of more than one billion euros. In 2002, in just one transaction, the CNA issued a loan of one billion euros on the 2017 maturity and increased the 2014 line to one billion euros. In 2003, the CNA issued a bond of 500 million euros on maturity 2018, increased by €450M in 2004, €300M in 2005, €429M in 2006, €124M in 2007, €133.6M in 2008 and finally €55.4M in 2009 bringing to €1.992 billion the outstanding loan on this settlement date. Finally, the 2005 bond issue in the amount of €336.26M, maturing in 2025, has been regularly supplemented since 2011 and now represents total liabilities worth close to €650M. In all, the CNA has presently two lines of an outstanding debt higher than or equal to one billion euros. Another result of this issue policy is that the CNA has one single line with a maturity beyond 2015. It should be pointed out that the size of credit lines is limited naturally by the annual capacity to repay of the companies financed by the CNA. Moreover, as far as possible, new lines of credit have a minimum outstanding loan of 500 million euros. The bond is usually at a fixed rate. However, part of the debt can be made variable via interest rate swap contracts signed when certain loans are issued. The amount of the loans issued in 2014 for motorway concession-holding companies rose to 70 million euros, breaking down into: • €45 million raised on the euro bond market by assimilation with the existing bond in July 2025; and • €25 million in the form of a loan contracted with the European investment bank. amount: €45 000 000 bONd iSSuE yield at maturity: 2.312% This operation was launched on 1st April 2014, in conformity with the needs expressed by the beneficiary motorway concession-holding company. margin in relation to the oat curve: 8 basis points ThE FiNANCiAl CONTExT wAS AS FOllOwS: issue cost: 113.771% The main central banks have retained an accomodating policy of low rates. On 7th November 2013, the ECB introduced a new low of 25 re-financing rate basis points of 0.25%. In addition to this re-orientation of key rates, there has also been a non-conventional monetary policy in place to smooth out inter-bank market dysfunctions (the Outright Monetary Transactions, the programme of purchasing public securities, by the European Stability Mechanism the ESM), and declarations inviting “new shares if necessary”. These measures have meant that financial tensions that were impacting the Eurozone have been able to be drastically reduced: the 10 year OAT rate (Obligation Assimilable du Trésor, a bond issued by the French State) stood at 2.13% on 14th March 2014 following a historic low of 1.662% on 2nd May 2013. Spain and Italy in particular have seen their borrowing rates return to historically low levels. Alongside this, the geopolitical context in Syria and the Ukraine has focussed the attention of the markets. These tensions have provoked a ‘flight to quality’ movement that has enabled Government and supranational issuers as well as State agencies of the higher rated countries to see their bond issues given preferential treatment. In this context, the loan was issued on the international market in the form of a block of 45 million euros. This was assimilated with the CNA 3.75% 2025 line issued in July 2005 for 598.26 million euros. This operation brings this line’s outstanding debt to 643.26 euros, thus increasing stock equity. The loan was launched on 1st April, with a yield rate of 2.312% calculated by equivalence at 8 basis points above the interpolation rate of the curve of the OAT 4.25% 2023 and 6.00% 2025, this being 2.23%. The transaction’s management was entrusted to Natixis, after a consultation that began on 25 March 2014. The sale price to investors, corresponding to a yield of 2.312% settling down at 114.035 % of the nominal rate, with an accrued coupon of 3.020% on the date of the regulation set out on 5th May 2014. Some loans taken out by the CNA from the bEi are at contractually adjustable rates in periods of 4, 5 or 6 years. rate: fixed duration: 11 years and 71 days depreciation: at the end at par on 15 July 2025 Then CNA then went ahead with three borrowing rate revisions in 2014 with the European Investment Bank. Quotation exchange: paris • A loan of 10 million euros in favour of SAPN agreed in 2003 at a rate of 3.48% that changed to 4.50% in 2007 was adjusted to 0.515% until the expiry date determined as being on 12 November 2018. nominal rate: 3.75% • A loan of 20 millions euros in favour of Sanef agreed in 2003 at a rate of 3.48% that changed to 4.50% in 2007 was adjusted to 0.515% until the expiry date determined as being on 12 November 2018. issue price: 114.035% commissions: 0.175% + 40.05 K€ (Legal Fees) • A loan of 70 million euros in favour of Sanef agreed in 2003 subscription price: 117.055 548% of which 3.020 547% of accrued coupon interest entitlement date: 15 July 2013 On 31 December 2014, the CNA debt amounted to 7.647 billion euros (in historical value) with an average weighted rate of 4.87% and an average duration of 2.96 years (against respectively 10.311 billion euros, 4.89% and 3.37 years on 31 December 2013). settlement date: 5 may 2014 annual interest payment date: 15 July issue management: natixis Eib lOAN On 6 June 2014, in agreement with the beneficiary company, the CNA requested an initial draw of €25M with a payout date of 26 June 2014 on the funding line taken out with the EIB on 8 April 2013. The loan conditions were concluded as follows: • Total term: 12 years • Repayment: Bullet payments • Frequency: Semi-annually • Rate: 0.479%, revisable on 26 June 2017 dEbT STruCTurE by iNTErEST rATE TypE: • 80.20% at fixed rates; • 8.55% at revisable rates (every 4, 5 or 6 years); • 1.75% at variable rates (indexing on the French TAG or the EURIBOR); • 9.50% indexed to inflation. The loans granted by the CNA to the semi-public motorway concession-holders have the same conditions and the same due dates as the CNA loans which financed them. The table below gives the details of the loans per company and per type of resources. loans 2013 (in millions of euros) at a rate of 3.48% that changed to 4.55% in 2007 was adjusted to 0.515% until the expiry date determined as being on 12 November 2018. atmb sftrf total Bond 3.75% - 45 45 eiB contract - 25 25 total - 70 70 25 caisse nationale des autoroutes annual report 2014 O4 financial elements 2014 A • ACCOUNTS OF THE FINANCIAL year 2014 26 BalanCe sHeet on 31/12/2014 28 inCome statement on 31/12/2014 30 appendix B • ADDITIONAL INFORMATION 32 tHe BorroWings 38 tHe loans 41 amount oF BalanCe sHeets 26 caisse nationale des autoroutes annual report 2014 27 Financial elements 2014 Financial elements 2014 A • Accounts of the finAnciAl yeAr 2014 A • Accounts of the finAnciAl yeAr 2014 caisse nationale des autoroutes annual report 2014 balance sheet ON 31 DECEMBER 2014 assets (in euros) reF. note amount 31/12/2014 amount 31/12/2013 amount 31/12/2012 FiXed assets long-term investments liabilities (in euros) reF. note amount 31/12/2014 amount 31/12/2013 amount 31/12/2012 3.4 7,869,683,927.86 9,354,530,944.42 10,633,007,960.88 5,061,492,911.75 6,013,762,911.75 6,942,902,047.75 debt 3.1 direct loans to motorway concessions accrued interest total i 7,869,683,927.86 9,354,530,944.42 10,633,007,960.88 borrowings 7,646,785,402.03 9,090,907,929.89 10,311 690,031.98 Bond issues 222,898,525.83 263,623,014.53 321 317,928.90 7,869,683,927.86 9,354,530,944.42 10,633,007,960.88 accrued interest loan contracts accrued interest 2,316,716.42 2,354,116.37 74,654,995.36 89,027,552.55 100,383,452.04 9,354,530,944.42 10,633,007,960.88 3.5 3,687,568.28 3,578,471.88 3,645,115.56 72,363.49 625.43 63,131.60 3,615,204.79 3,577,846.45 3,581,983.96 total ii 3,687,568.28 3,578,471.88 3,645,115.56 3.6 126,162,000.00 123,432,000.00 119,754,000.00 126,162,000.00 123,432,000.00 119,754,000.00 126,162,000.00 123,432,000.00 119,754,000.00 7,999,533,496.14 9,481,541,416.30 10,756,407,076.44 amount 31/12/2014 amount 31/12/2013 amount 31/12/2012 euros to be received (against euros to be delivered) 150,000,000.00 150,000,000.00 150,000,000.00 euros to be delivered (against euros to be received) 150,000,000.00 150,000,000.00 150,000,000.00 2,447,181.31 2,316,716.42 2,354,116.37 2,447,181.31 operating Debt 1,370,851.86 1,224,355.51 1,197,934.25 trade payables and related Current account at the Caisse des dépôts 1,298,488.37 1,223,730.08 1,134,802.65 other debt 72,363.49 625.43 63,131.60 total ii 3,687,568.28 3,578,471.88 3,645,115.56 3.3 126,162,000.00 123,432,000.00 119,754 000.00 126,162,000.00 123,432,000.00 119,754,000.00 126,162,000.00 123,432,000.00 119,754,000.00 7,999,533,496.14 9,481,541,416.30 10,756,407,076.44 3.2 interest due liabilities variances asset variances Variances on indexed debt total iii Variances on indexed debt total iii general total (i + ii + iii) general total (i + ii + iii) 220,934,476.86 3,368,787,984.23 7,869,683,927.86 cash assets accounts receivable and related 174,595,461.98 3,077,145,018.14 total i current assets operating receivables 148,243,530.47 2,585,292,490.28 OFF-BALANCE-SHEET COMMITMENTS loan sWaps interest rate La référence note renvoie au paragraphe de l’annexe. reF. note 4. 28 caisse nationale des autoroutes annual report 2014 29 Financial elements 2014 Financial elements 2014 A • Accounts of the finAnciAl yeAr 2014 A • Accounts of the finAnciAl yeAr 2014 caisse nationale des autoroutes annual report 2014 income statement ON 31 DECEMBER 2014 eXpenses (in euros) reF. note amount 31/12/2014 amount 31/12/2013 amount 31/12/2012 operating eXpenses reF. note amount 31/12/2014 amount 31/12/2013 amount 31/12/2012 5.5 1,685,325.76 2,091,926.04 2,195,151.88 169,654.13 363,347.26 208,002.54 operating reVenues otHer external purCHases and expenses remuneration of intermediaries reVenues (in euros) 5.1 advertising services 1,685,325.76 2,091,926.04 2,195,151.88 118,800.00 257,250.00 157,500.00 13,798.00 21,352.10 22,658.48 Fees for financial services 5.2 - 151,811.25 207,099.48 repayment of administrative costs to CdC 5.3 1,397,212.43 1,462,042.20 1,650,330.91 155,515.33 199,470.49 157,563.01 1,685,325.76 2,091,926.04 2,195,151.88 other administrative expenses total i Financial eXpenses sHare oF sCa - of loan issuance costs - of administrative expenses 1,515,671.63 1,728,578.78 1,987,149.34 1,685,325.76 2,091,926.04 2,195,151.88 interest and otHer reVenues 398,641,624.07 457,678 743.11 570,195,291.45 interest on loans 398,569,260.58 457,678,117.68 570,132,159.85 72,363.49 625.43 63,131.60 total i Financial reVenues interest on cash assets otHer FinanCial expenses 413,513,845.89 483,773,312.55 581,128,654.35 otHer FinanCial reVenues 14,872,221.82 26,094,569.44 10,933,362.90 interest on borrowings and advances 398,569,260.58 457,678,117.68 570,132,159.85 other financial revenues 14,872,221.82 26,094 569.44 10,933,362.90 5.4 14,944,585.31 26,095,194.87 10,996,494.50 413,513,845.89 483,773,312.55 581,128,654.35 total ii 413,513,845.89 483,773,312.55 581,128,654.35 Financial revenues paid to sCa eXceptional eXpenses Concellation order repayment of the previous period total iii - 213.90 - - 213.90 - 415,199,171.65 485,865,452.49 583,323,806.23 total ii eXceptional reVenues - 213.90 - Warrant cancellation of the previous period - 213.90 - - 213.90 - 415,199,171.65 485,865,452.49 583,323,806.23 total iii total reVenues (i + ii + iii) total eXpenses (i + ii + iii) The reference notes refer to paragraphs in the Appendix. 30 caisse nationale des autoroutes annual report 2014 31 Financial elements 2014 Financial elements 2014 A • Accounts of the finAnciAl yeAr 2014 appendix on 31 deCemBer 2014 1. lEgAl STATuS OF ThE COMpANy The CNA is a national public-sector administrative institution with a corporate structure and financial independence. It is subject to the general principles of public-sector accounting and has a government accountant. In accordance with the decree establishing the CNA, the Caisse des Dépôts provides it with administrative management under the supervision of its Board of Directors. 2. gENErAl ACCOuNTiNg priNCiplES The financial statements are presented in compliance with General Instruction M-91 regarding the accounts of national public-sector administrative institutions. The accounting principles applied are: • Operational continuity; • Constant and consistent application of methods; • Independent accounting periods. The basic method of valuation in the accounts is the historical cost method. A • Accounts of the finAnciAl yeAr 2014 caisse nationale des autoroutes annual report 2014 3. METhOdS AppliEd TO ThE priNCipAl iTEMS OF ThE bAlANCE ShEET 4. OFF-bAlANCE ShEET COMMiTMENTS 5.3. rEpAyMENT OF AdMiNiSTrATivE COSTS TO ThE CAiSSE dES dépôTS lOAN SwApS assets These transactions concern interest-rate swaps. 3.1. lONg-TErM iNvESTMENTS In these operations, only the nominal values are recorded when the swaps are initiated. Theses expenses relate to administrative, accounting and financial management services performed by the Caisse des Dépôts for the CNA. The amount in the balance sheets corresponds to loans actually disbursed. Accrued interest is calculated on a pro rata basis and matched with the account for each individual loan. Each loan is recorded at gross value; fees, premiums and expenses are simultaneously charged to motorway operators. 3.2. TrAdE rECEivAblES This item essentially consists of accrued interest on swap transactions, to be recovered from motor way operators. 3.3. ASSET vAriANCES The loss on the indexation of indexed bond issues is recorded under this item: Given CNA’ s duty with regard to transparency to the SCA, no provisions on these items have been recorded. liabilities 3.4. bOrrOwiNgS Borrowings are booked at redemption value. Accrued interest on bonds and contracts are calculated pro rata. 3.5. CurrENT liAbiliTiES Current liabilities consist of cash advances from motorways operators. The impact of changes in accrued interest on motorway operators arises from swap transactions and current account interest due to motorway operators. 3.6. liAbiliTy vAriANCES This item includes the loss due to the effects of indexation of inflation-adjusted bond issues on loans to SCA. 5. COMMENTS ON ThE iNCOME STATEMENT eXpenses 5.1. rEMuNErATiON OF iNTErMEdiAriES This item essentially consists of agency fees disbursed for bond issues in France and abroad. 5.2. FEES FOr FiNANCiAl SErviCES These fees are paid to the holders of securities accounts and financial intermediaries in return for financial service performed in connection with the payment of interest on bonds and the redemption of bonds reaching maturity. 5.4. pAyMENT OF iNTErEST rECEivEd TO SCA Given that CNA must be transparent to the SCA, the CNA repays the SCA the interest on funds invested with the CDC and other financial revenues. reVenues 5.5. EquiTy iNTErESTS iN SCA The motorway companies share the reimbursement to the SCA of all operating and financial expenses. The net profit/loss of CNA is always zero. 32 caisse nationale des autoroutes annual report 2014 33 Financial elements 2014 Financial elements 2014 B • AdditionAl informAtion B • AdditionAl informAtion caisse nationale des autoroutes annual report 2014 the borrowings ON 31 DECEMBER 2014 iV. resourCes BorroWed From Foreign organisations. loans From tHe european inVestment BanK i. resourCes BorroWed on tHe FrenCH Bond marKet isin code loan description dated date Final term stocK marKet* rate %* nominal amount capital still due currency Fr0010212613 15/07/2005 15/07/2025 Fr 3.75 643,263,911.75 643,263,911.75 eur ii. resourCes BorroWed From FrenCH organisations isin code loan description 5.22 % 2002-2022 20 m eur atmB 4.87 % 2004-2027 80.65 m eur aprr dated date Final term 28/03/2002 14/06/2004 stocK marKet* rate %* nominal amount capital still due currency 28/03/2022 5.22 20,000,000,00 8,000,000.00 eur 01/07/2027 4.87 80,650,000,00 60,596,172.79 eur iii. resourCes BorroWed on tHe international marKet isin code loan description dated date Final term stocK marKet* rate %* nominal amount capital still due currency loans Without state guarantee Fr000048133 Fr0000486706 Fr0000488017 Fr0000473217 6.00 % 2000-2015 700 m eur Cnai 3.90 % 2001-2016 600 m eur 5.25 % 2002-2017 1000 m eur 4.50 % 2003-2018 1992.06 m eur loan description payment date Final term rate % nominal amount capital still due currency loans Without state guarantee loans Without state guarantee 3.75 % 2005-2025 643.26 m eur contract no 26/10/2000 26/10/2015 Fr - lu 6.00 700,000,000,00 700,000,000.00 eur 25/07/2001 25/07/2016 Fr - lu 4.72 726,162,000,00 726,162,000.00 eur 30/01/2002 30/01/2017 Fr - lu 5.25 1,000,000,000,00 1,000,000,000.00 eur 28/03/2003 28/03/2018 Fr - lu 4.50 1,992,067,000,00 1,992,067,000.00 eur * FR: PARIS / LU: LUXEMBOURG / CH: SWISS / GB: LONDON 17 888 7.60% 1995-2015 106.71 m eur sFtrF 28/04/1995 20/04/15 3.22 106,714,312.07 106,714,312.07 eur 8 249 6.59% 1995-2015 37.35 m eur sFtrF 28/11/1995 20/11/2015 3.39 37,350,009.22 37,350,009.22 eur 18 585 5.84% 1996-2015 106.71 m eur sFtrF 15/04/1996 15/04/2015 2.71 106,714,312.07 106,714,312.07 eur 19 000 5.67% 1996-2015 83.85 m eur sFtrF 15/10/1996 15/10/2015 2.04 83,846,959.48 83,846,959.48 eur 19 165 5.47% 1996-2015 13.26 m eur sFtrF 09/12/1996 30/11/2015 1.86 13,263,064.50 13,263,064.50 eur 19 347 5.08% 1997-2015 75.92 m eur sFtrF 28/02/1997 30/11/2015 2.34 75,919,610.58 75,919,610.58 eur 20 813 6.09% 2000-2015 40 m eur asF 07/12/2000 07/12/2015 6.09 40,000,000.00 40,000,000.00 eur 20 812 6.09% 2000-2015 30 m eur asF 07/12/2000 07/12/2015 6.09 30,000,000.00 30,000,000.00 eur 20 821 6.02% 2000-2015 60 m eur saneF 14/12/2000 14/12/2015 6.02 60,000,000.00 60,000,000.00 eur 20 347 6.02% 2000-2015 6 m eur sapn 14/12/2000 14/12/2015 6.02 6,000,000.00 6,000,000.00 eur 20 816 euriBor 2000-2015 53 m asF 15/12/2000 15/12/2015 0.21 53,000,000.00 53,000,000.00 eur 20 347 euriBor 2000-2015 64 m eur aprr 15/12/2000 15/12/2015 0.21 64,000,000.00 64,000,000.00 eur 20 347 5.48% 2001-2016 13.5 m eur sapn 05/09/2001 05/09/2016 5.48 13,500,000.00 13,500,000.00 eur 21 200 5.51% 2001-2016 30 m eur atmB 10/09/2001 10/09/2016 5.51 30,000,000.00 20,000,000.00 eur 21 288 5.12% 2001-2016 56 m eur saneF 21/11/2001 21/11/2016 5.12 56,000,000.00 56,000,000.00 eur 21 285 5.13% 2001-2016 22 m eur asF 21/11/2001 21/11/2016 5.13 22,000,000.00 22,000,000.00 eur 21 286 5.13% 2001-2016 29 m eur asF 21/11/2001 21/11/2016 5.13 29,000,000.00 29,000,000.00 eur 21 287 5.13% 2001-2016 24 m eur asF 21/11/2001 21/11/2016 5.13 24,000,000.00 24,000,000.00 eur 20 347 5.07% 2001-2016 77 m eur asF 23/11/2001 23/11/2016 5.07 77,000,000.00 77,000,000.00 eur 21 200 5.03% 2001-2016 11 m eur atmB 23/11/2001 23/11/2016 5.03 11,000,000.00 7,333,333.33 eur 21 505 6.15% 2002-2017 412.61 m eur asF 05/04/2002 05/04/2017 6.15 412,613,235.32 412,613,235.32 eur 21 506 6.18% 2002-2015 142.74 m eur esCota 05/04/2002 05/04/2015 6.18 142,742,797.92 47,580,932.64 eur 34 caisse nationale des autoroutes annual report 2014 35 Financial elements 2014 Financial elements 2014 B • AdditionAl informAtion B • AdditionAl informAtion iV. resourCes BorroWed From Foreign organisations. loans From tHe european inVestment BanK contract no loan description payment date Final term rate % summary oF outstanding loans at 31 deCemBer 2014 type oF loans nominal amount capital still due currency type oF rates bonds 5,061,492,911,75 Fixed rate 4,335,330,911.75 inflation indexed * 726,162,000.00 21 507 6.56% 2002-2016 459.11 m eur saneF 05/04/2002 05/04/2016 6.56 459,105,642.56 306,070,428.37 eur 21 508 6.68% 2002-2016 186.36 m eur sapn 05/04/2002 05/04/2016 6.68 186,357,825.30 124,238,550.20 eur 21 509 6.35% 2002-2017 453.55 m eur aprr 05/04/2002 05/04/2017 6.35 453,551,569.71 453,551,569.71 eur contractual loans 21 200 3.80% 2002-2017 19 m eur atmB 16/10/02 16/10/17 2.22 19,000,000.00 19,000,000.00 eur loans From tHe CdC-dFe 20 347 3.77% 2002-2017 33.40 m eur saneF 22/10/02 22/10/17 4.10 33,400,000.00 33,400,000.00 eur 20 347 3.94% 2002-2017 3.30 m eur sapn 22/11/02 22/11/17 4.07 3,300,000.00 3,300,000.00 eur 21 775 3.83% 2002-2017 15.60 m eur saneF 06/12/02 06/12/17 4.07 15,600,000.00 15,600,000.00 eur 21 775 3.83% 2002-2017 13.70 m eur sapn 06/12/02 06/12/17 4.07 13,700,000.00 13,700,000.00 eur 21 821 euriBor 2002-2017 17 m eur saneF 16/12/02 15/12/17 0.20 17,000,000.00 17,000,000.00 eur 21 775 3.48% 2003-2018 10 m eur sapn 12/11/03 12/11/18 0.52 10,000,000.00 10,000,000.00 eur 21 775 3.48% 2003-2018 20 m eur saneF 12/11/03 12/11/18 0.52 20,000,000.00 20,000,000.00 eur 21 775 3.48% 2003-2018 70 m eur saneF 12/11/03 12/11/18 0.52 70,000,000.00 70,000,000.00 eur 82 544 0.523% 2013-2025 20 m eur sFtrF 13/05/13 13/05/25 0.52 20,000,000.00 20,000,000.00 eur 82 544 0.479% 2014-2025 25 m eur sFtrF 26/06/14 26/06/26 0.48 25,000,000.00 25,000,000.00 eur total total bonDs 5,061,492,911.75 5,061,492,911.75 68,596,172.79 Fixed rate 68,596,172.79 loans From tHe eiB 2,516,696,317.49 Fixed rate 1,728,888,049.57 revisable rate 653,808,267.92 Variable rate 134,000,000.00 total contractual loans general total 2,585,292,490.28 2,585,292,490.28 7,646,785,402.03 7,646,785,402.03 * The valuation is increased on the basis of the last known indexation coefficient for the CNAI loan. situation oF interest rate exCHange operations on 31 deCemBer 2014 reFerence rate currency amount euriBor eur 115,000,000.00 euriBor eur 35,000,000.00 total 150,000,000.00 proFit From loan exCHange and interest rate operations (in euros) denomination Charges 2012 - 2013 - 2014 - products 8,404,362.90 7,425,552.87 8,556,471.82 result 8,404,362.90 7,425,552.87 8,556,471.82 caisse nationale des autoroutes annual report 2014 36 caisse nationale des autoroutes annual report 2014 37 Financial elements 2014 Financial elements 2014 B • AdditionAl informAtion B • AdditionAl informAtion summary oF moVements oF FinanCial year 2014 (in millions of euros) at 31/12/2013 Financial year operations historical balance translation adjustment balance sheet value (a+b) achievements Depreciations annual net (D-e) indexations translation adjustment balance sheet value (a+f+g+h) a b c d e F g h i Bond issues 5,891 - 5,891 45 1,000 - 955 126 - 5,062 Contractual loans 3,077 - 3,077 25 517 - 492 - - 2,585 total général 8,968 - 8,968 70 1,517 - 1,447 - 7,647 loan exCHange operations (off balance sheet / in millions of euros) at 31/12/2013 euros to be received (against euros to be delivered) euros to be delivered (against euros to be received) Financial year operations historical balance translation adjustment balance sheet value (a+b) a b c 150 - 150 achievements d - at 31/12/2014 Depreciations annual net (D-e) indexations translation adjustment balance sheet value (a+f+g+h) e F g h i - - - - annual report 2014 deBt staggering taKing interest rate exCHanges into aCCount at 31 deCemBer 2014 (in millions of euros) at 31/12/2014 126 caisse nationale des autoroutes year in capital in interest 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 1,953 1,476 1,383 2,097 5 5 6 6 5 5 669 31 6 371 264 191 117 27 27 26 26 246 25 25 1 1 total 7,647 1,127 The valuation is increased on the basis of the last known indexation coefficient for the CNAi loan. 150 2,500 150 - 150 - - - - - 150 IN INTERESTS IN CAPITAL 2,000 1,500 1,000 500 0 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 38 caisse nationale des autoroutes annual report 2014 39 Financial elements 2014 Financial elements 2014 B • AdditionAl informAtion loans paid to motorWay ConCession-Holding Companies sinCe tHe Beginning (in millions of euros) year aprr 1999 397 74 2000 295 25 total 2001 347 309 loans paid to motorWay ConCession-Holding Companies sinCe tHe Beginning (in millions of euros) aprr area asF atmb escota annual report 2014 B • AdditionAl informAtion the loans year caisse nationale des autoroutes saneF sapn sFtrF area asF atmb escota saneF sapn sFtrF total 686 - 89 34 83 135 1,498 664 42 75 140 31 91 1,363 32 1 162 121 35 103 13 - 1,813 11 796 79 36 274 32 - 1,537 1963 19 - 10 - - 5 4 - 38 2002 1964 10 - 14 - - 18 3 - 45 2003 300 - - 50 - 220 30 - 600 43 - 450 - - - - - 493 1965 13 - 17 - - 22 - - 52 2004 1966 21 - 22 - - 13 3 - 59 2005 38 - 300 12 - - - 336 686 210 85 - - - 90 44 - 429 1967 15 - 30 - 8 11 4 - 68 2006 1968 26 - 25 - 6 6 8 - 71 2007 7 17 - - - 75 25 - 124 1969 38 - 17 - 6 9 7 - 77 2008 91 - - - - 21 22 - 134 - - - - - 55 - - 55 1970 32 - 29 - 18 1 18 - 98 2009 1971 6 - 38 - 34 22 10 - 110 2010 - - - - - - - - 0 - - - - - - - 25 25 1972 2 - 15 - 35 1 4 - 57 2011 1973 - - 43 - 28 4 8 - 83 2012 - - - - - - - 90 90 - - - - - - - 167 167 - - - - - - - 70 70 1974 7 - 34 - 48 7 8 - 104 2013 1975 13 - 59 - 63 26 8 - 169 2014 1976 - - 49 - 51 44 18 - 162 1977 22 - 74 - 34 45 8 - 183 1978 38 - 131 - 20 42 1 - 232 1979 39 - 150 - 13 4 - - 206 1980 74 - 251 - 38 36 1 - 400 1981 74 - 272 - 29 75 3 - 453 1982 147 - 206 - 60 111 2 - 526 1983 233 - 73 - 67 107 9 - 489 1984 291 - 122 - 107 74 11 - 605 1985 260 17 166 - 107 146 19 - 715 1986 381 19 193 - 123 126 20 - 862 1987 403 120 210 - 117 222 30 - 1,102 1988 318 62 361 - 186 158 1 - 1,086 1989 379 156 421 - 249 105 - - 1,310 1990 316 253 408 - 214 187 - - 1,378 1991 406 299 400 - 175 250 - - 1,530 1992 479 159 458 - 136 375 122 - 1,729 1993 500 59 366 - 115 336 236 25 1,637 1994 950 81 560 - 125 540 313 87 2,656 1995 627 92 711 58 127 375 434 220 2,644 1996 576 75 747 42 150 449 363 356 2,758 1997 731 98 705 56 151 315 270 372 2,698 1998 707 103 618 15 161 205 136 243 2,188 deVelopment oF loans paid to motorWay ConCession-Holding Companies sinCe tHe Beginning (in millions of euros) 3,000 2,500 2,000 1,500 1,000 500 0 63 65 67 69 71 73 75 77 79 81 83 85 87 89 91 93 95 97 99 01 03 05 07 09 11 13 40 caisse nationale des autoroutes annual report 2014 41 Financial elements 2014 Financial elements 2014 B • AdditionAl informAtion 31/12/2012 amount aprr area asF atmB esCota saneF 2,468 31/12/2013 % 24.22% amount 2,129 amount of balance sheets 31/12/2014 % 23.74% amount 1,838 at 31 december (in millions of euros) % 24.44% 206 2.02 % 197 2.20% 123 1.64% 3,624 35.56% 3,270 36.46% 2,660 35.37% 235 2.31% 194 2.16% 163 2.17% 251 2.46% 151 1.68% 84 1.12% 1,553 15.24% 1,392 15.52% 1,205 16.02% sapn 691 6.78% 451 5.03% 306 4.07% sFtrF 1,164 11.41% 1,184 13.21% 1,142 15.17% 10,192 100.00% 8,968 100.00% 7,521 100.00% total annual report 2014 B • AdditionAl informAtion CHange in outstanding loan deBt in HistoriC Value By motorWay ConCession-Holding Company (in millions of euros) sca caisse nationale des autoroutes 2010 2011 2012 2013 2014 amount 13,813 12,000 10,756 9,482 8 000 percentage (*) - 11.12 - 13.13 - 10.37 - 11.84 - 15.63 * Percentage increase in relation to the previous year. 14,000 12,000 10,000 state oF tHe Fixed assets oF tHe loans (in millions of euros) HistoriCal BalanCe (a) 8,000 8,968 + indexation 123 balance at 31/12/2013 (a+b-c+D) + payments (B) 9,091 70 - depreciations (C) 6,000 4,000 - 1,517 + indexation (d) 126 balance at 31/12/2014 (a+b-c+D) 2,000 7,647 0 2010 2011 2012 2013 2014 43 caisse nationale des autoroutes annual report 2014 O5 legal anD regulatory teXts road system Code Act n° 89-413 of 22 June 1989 (Journal Officiel of 24 June 1989) lEgiSlATivE pArT titre ii - national road system ChApiTrE ii – MOTOrwAyS - SECTiON 1 - gENErAl prOviSiONS Article l. 122-4 In principle motorway use is free. Nevertheless, the French State can concede either the construction and operation of a motorway, or the operation of a motorway, as well as the construction and operation of its ancillary installations as defined in the specifications. The concession agreement and the specifications are approved by decree of the Conseil d’État. These acts can authorize the concession-holder to collect tolls with a view to reimbursing advances and expenses of any type made by the State and public authorities or institutions. The concession-holding company may also 1) reimburse the operation and possibly the maintenance and extension of the motorway and 2) reimburse and depreciate the capital it has invested. rEgulATOry pArT decree n° 89-631 of 4 September 1989 (Journal Officiel of 8 September 1989) Taking up the provisions of decree n° 63-585 of 20 June 1963 relating to the creation of a Caisse nationale des autoroutes. titre ii - national road system ChApiTrE ii - MOTOrwAyS Section 2 - Financial provisions Sous-section 1 - Caisse nationale des autoroutes (National Motorway Fund) Article r*. 122-6 La Caisse nationale des autoroutes is a financially independent national public administrative institution. Article r*. 122-7 La Caisse nationale des autoroutes is charged 1) with issuing loans to finance the construction or planning of toll motorways and 2) with sharing out the product of these loans among the authorities or companies granted a concession for the construction or operation of motorways in application of article L. 122.4. Article r*. 122-8 The CNA is administered by a Board of eight members composed of: a) Two representatives of the Minister in charge of the national road system; b) Two representatives of the Minister of the economy and finances; c) One representative of the Minister of the Interior; d) The Commissioner General of the Plan or his permanent representative; e) The Director General of the Caisse des dépôts et consignations or his permanent representative; f) One President of a semi-public concession-holding motorway company nominated by order of the Minister in charge of the national road system. The President and Vice-President of the Board of Directors, appointed from among its members, are nominated by joint order of the Minister of the economy and finances and of the Minister in charge of the national road system. In the event of an equal number of votes, the President of the Board of Directors has the casting vote. Article r*. 122-9 The Board of Directors rules on the affairs of the CNA. In particular it deliberates on the following points: a) Budget and financial account; b) Amount and nature of the loans to be issued; c) Allocation of the loan income; d) Drawing up the annual accounts. Article r*. 122-14 Under the control of the Board of Directors, the Caisse des dépôts et consignations manages the administration of CNA operations under the conditions fixed by an agreement signed between the two institutions. Article r*. 122-15 The Board of Directors meets when convened by its President and at least once a year. The CNA accounting officer is nominated by joint decree of the Minister of the economy and finances and of the Minister in charge of the national road system. Article r*. 122-10 The CNA resources include: a) The income from loans it issues with the authorization of the Minister of the economy and finances; b) The sums paid by the concession-holders mentioned in article R. 122-7 for the service of the aforesaid loans and to cover the CNA’s operational costs; c) Cash funds. order oF 13 march 2014 concerning the nomination oF the president and Vice-president oF the cna Article r*. 122-11 The CNA makes the income from its loans available to motorway concession-holders. The Minister of the economy and finances and the Minister in charge of the national road system give their approval and the payments are made on order of the President of the Board of Directors or another person mandated for the purpose. Article r*. 122-12 The President of the Board of Directors represents the CNA in justice and in all acts of civil life. He has the position of authorizing officer. Article r*. 122-13 The CNA’s financial and accounting operations are carried out under the conditions provided for by decree n° 62-1587 of 29 December 1962 relating to the general regulation on public accounting according to the modalities defined below. NOr: TRAT1402934A By order of the Minister of the Economy and Finance and of the Minister of Transport, Maritime Issues and Fishing under the Minister of Ecology, Sustainable Development and Energy, dated 13 March 2014: M. Christophe Saintillan, is the president of the CNA Board of Directors; M. François Champarnaud is the vice-president of the CNA Board of Directors. tHe ConCeded motorWay netWorK Le réseau autoroutier concédé A14/SAPN exploitée par la Boulogne-sur-Mer Exploitée par A29 Le Havre A813 A 28 A86 Paris Tunnel Maurice-Lemaire A19 La Roche-sur-Yon A87 A714 Moulins Montluçon A406 Clermont-Ferrand A410 A46 A466 A89 A40 A42 A432 A72 A430 Chambéry Tunnel du Mont Blanc A43 A41 A43 Tunnel du Fréjus Thenon Salles A63 Exploitée par A641 St Geours de Maremne A68 A680 A500 Montpellier A52 A50 A645 Tunnel du Puymorens Motorways not conceded Motorway type roads A57 Juillet 2015 - Source ASFA - Département communication - Reproduction autorisée sous licence Viaduc de Millau A65 July 2015 - source asFa - Communication department - reproduction authorised under license A88 tHe Board oF direCtors oF tHe Cna approVed tHe aCtiVity report and tHe FinanCial elements oF tHe year 2014 in its session oF 23 marCH 2015 the president, christophe saintillan photos/cRedits/ Cover: Viaduc de monestier-de-Clermont sur l’autoroute a51/area aprr: la France vue du ciel isère, adelac, Carole Barriquand-treuille, luc Benevello, pascal Brunet, sébastien Calvet, xavier Chabert, Christophe Huret, Jean-marie Huron, Véronique paul, mathieu payan, nicolas robin, léonard de serres / dr sanef: Claude abron, Éric Benard, matteo, thomas millet design: www.kazoar.fr Caisse nationale des autoroutes ///A/public/institution/mAnAged/by/the/cAisse/des/dépôts// head office: 56, rue de lille – 75007 paris n° siren: 180020034 – ape: 6492z administrative headquarters: 15, quai anatole france – 75356 paris 07 sp téléphone: +33 (0)1 58 50 83 87 – télécopie: +33 (0)1 58 50 05 66 e-mail: [email protected] //website:/cna-autoroutes.fr