2015 Keolis SA financial report

Transcription

keolis
s.a.
financiAL rEport 2015
CONTENTS
1.
Management Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Management Report of the Board
of Directors at the Annual General Meeting
on 12 April 2016.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Appendix 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Appendix 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Appendix 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.
onsolidATED
c
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Key figures for the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Consolidated financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Notes to the consolidated financial
statements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Statutory auditors’ report on the
consolidated financial statements .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
3.
naudited management
U
financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Key figures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Income statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Statement of financial position. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Statement of cash flows.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
4.
Annual Financial Statements . . . . . . . . . 95
Financial statements at 31 December 2015 .. . . . . . . . . . . . 96
Notes to the Annual Financial Statements . . . . . . . . . . . . . 100
Information on subsidiaries
and non-consolidated investments .. . . . . . . . . . . . . . . . . . . . . . . . . . 113
Statutory auditors’ report
on the financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
1.
Management Report
CONTENTS
A
Management Report of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
B
Appendices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix 1
Non-financial data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix 2
List of terms of office or functions performed in 2015 in other companies
by the executive officers of Keolis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Appendix 3
Summary of delegations of powers and authorities granted by the General Assembly
of the Board with regard to capital increases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Appendix 4
Table of earnings for the past five financial years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3
1. Management Report
A
Management Report of the Board of Directors
at the Annual General Meeting on 12 April 2016
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:
◗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
dial-a-ride services within 100km of Adelaide (South Australia);
◗Hornibrook, providing timetabled route and school bus services in the suburbs of Brisbane (Queensland).
Ladies and Gentlemen,
We have convened this Ordinary Annual General Meeting, in
accordance with legal, regulatory and statutory requirements to
report to you on the activities of our Company during the year
ended 31st December 2015 and submit for your approval the
annual and consolidated accounts of that year.
In addition, your Auditors will also read their reports to you.
For our part, we are at your disposal to provide any clarification
and further information that you might find desirable.
We will review below, successively, the various items of information as required by applicable regulations.
• HIGHLIGHTS OF THE FINANCIAL YEAR
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.
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
and appraise their financial impact. The expertise is currently
ongoing and will continue during 2016.
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.
The Group’s financial results for 2015
In the field of new connected mobility solutions, Keolis established 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.
The Group’s turnover for 2015 amounted to €4,817 million, an
increase of €542 million, or 12.7%, 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 (Doppagne/Sanglier, Schloemer, Dislaire/
Ourthe, Van Rompaye) and the tie-up with Nettbuss in Denmark.
Reimbursement of CRPP
In September 2015, Keolis paid back the €100 million five year
credit facility arranged in September 2010 with the Caisses
Régionales du Crédit Agricole.
The portfolio impact of contracts won and lost stands at +€172.1
million, comprising -€13.0 million in France and +€185.1 million
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
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
4
in London (+€95 million) and the loss of E23 in Sweden (-€27
million).
• CONSOLIDATED FINANCIAL
STATEMENTS
Excluding foreign exchange impact and change in reporting
scope, revenue is up +€315 million / +7.4%.
The consolidated financial statements are prepared in accordance with IFRS as adopted by the European Union.
Organic growth within existing contracts stands at +€145.7
million +3.4%, comprising -€20.2 million for France (large
networks +€11.9 million, major urban +€5.5 million, Territories
-€2.3 million, Ile-de-France +€5.0 million), and +€126.5 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).
Revenues from ordinary activities amount to €4,836 million.
Recurrent consolidated EBITDA stands at €227.2 million, up
+€13.3 million, or +6.2%, 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).
• ANNUAL FINANCIAL STATEMENTS
After taking into account all operating costs, operating profit after
investments under the equity method amounts to €59 million.
Consolidated net profit (group share) amounts to €12 million.
The financial statements of the Company are prepared in accordance with French GAAP.
Operating profit/(loss), including share of joint ventures, was
(€17,757) thousand compared with (€15,769) thousand in 2014.
Financial income amounted to €40,858 thousand as against
€17,181 thousand in 2014.
The organic variation of EBITDA including portfolio growth
stands at -€5.1M€ / -2.3%, with +€10,9 million coming from
France and -€3.2 million from international activities (the growth
of the UK and 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 reestablish profitability on the Boston contract.
Operational costs of the holding company are -€9.2 million
higher than in 2014, of which 4.3 million relates to the unwinding
of diesel hedges.
After the posting of an exceptional loss of €890 thousand and a
corporate income tax credit of €15,388 thousand, Keolis’ financial statements show a net profit of €37,600 thousand.
• SUBSIDIARIES AND HOLDINGS
The table attached to our balance sheet provides all the necessary
information concerning our company’s subsidiaries and holdings.
• NOTIFICATION OF MAJOR HOLDINGS
AND ACQUISITIONS OF CONTROL
Recurrent operating profit stands at €56.2 million, down -€17.0
million compared to 2014. One of the reasons for this is the entry
into force of a new agreement relating to payments due on retirement.
During the financial year 2015, Keolis S.A. acquired or took
control of the following companies:
Net income (Group share) for 2015 amounts to €12.0 million as
against €13.5 million in 2014.
Acquisition of companies in France
Name
Cash flow generation is -€183.8 million in 2015 (including
-€119.9 million due to acquisitions) compared to -€74.3 million
in 2014.
The net debt of Keolis S.A. amounts to €223.9 million at the end
of 2015 compared to €99.4 million at the end of 2014. The
increase is essentially a consequence of the Group’s active
external growth policy.
5
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
Acquisition of companies abroad
Name
HORNIBROOK TRANSIT
MANAGEMENT PTY
LTD
Date
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
Establishment of companies abroad
Percentage
Name
KEOLIS DOWNER BUS
AND COACHLINES PTY
LTD
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
Name
Date
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.
KEOLIS ROISSY
SERVICES
AEROPORTUAIRES
KEOLIS PORTE DE
L’ISERE
KEOLIS DOWNER BUS
AND COACHLINES
PROPERTY PTY LTD
10/03/2015
KEOLIS AMEY
METROLINK LIMITED
13/11/2015
KEOLIS DOWNER
PTY LTD: 100%
KEOLIS DOWNER
BUS AND
COACHLINES PTY
LTD: 100%
KEOLIS (UK)
LIMITED: 60%
AMEY RAIL
LIMITED: 40%
The company did not incur any research-related expenditure
during the year. Many development activities for new products
and services are, however, carried out closer to the operational
managers to ensure their ability to meet market requirements.
The corresponding expenses are not isolated in profit or loss and
have not been specifically monitored.
• FORESEEABLE TRENDS AND
FUTURE OUTLOOK
In France, the Group intends to consolidate its current positions
and will remain attentive to any opportunities. 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.
Percentage
26/02/2015
10/03/2015
Percentage
• RESEARCH AND DEVELOPMENT
ACTIVITY
Establishment of companies in France
KEOLIS BASSIN
D’ARCACHON
Date
Keolis wishes to develop its international footprint and will examine all the opportunities related to the chain of mobility in the
territories where it is already established and also in new
countries.
• SIGNIFICANT EVENTS SINCE
THE END OF THE YEAR
• 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
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
6
• INFORMATION ON SUPPLIER
PAYMENT SETTLEMENT
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 breakdown, as at the end of the last
financial year, the balance of amounts owing to our suppliers by
due date:
€ thousand
• NON-FINANCIAL INFORMATION
FY 2015
FY 2014
(173)
(396)
30
203
Breakdown by invoice due date
In application of article of the Act of Parliament of 12 July 2010
on the national commitment to the environment, the so-called
“Grenelle” II, Keolis S.A., as a non-listed company whose
balance sheet or net revenue exceeds 100 million euros and
whose average number of permanent employees during the
financial year exceeds 500, is obliged to publish its non-financial
data in its management report.
- Invoices due:
◗ from 0 to 30 days
186
(143)
◗ over 60 days
(389)
(456)
Invoices not yet due
7,656
13,605
Trade payables
7,483
9,011
◗ from 31 to 60 days
2,180
2,682
Supplier invoices not yet received
30,653
29,124
TOTAL
40,316
45,016
Trade payables and related
accounts
Liabilities on assets and related
accounts
35,264
37,827
5,052
7,189
TOTAL
40,316
45,016
Amounts owing by suppliers
For the benefit of readers, we publish all of this information in the
chapter “Non-financial data” appended to this document.
(Appendix 1)
It should be noted that the consolidation scope applicable to this
information has the same basis as that used for financial consolidation.
Furthermore, four Keolis subsidiaries will publish their own nonfinancial data insofar as they attain the thresholds for the application of the abovementioned article 225. These subsidiaries are
Keolis Bordeaux, Keolis Lille, Keolis Lyon and Keolis Rennes.
• ALLOCATION OF PROFIT
We propose to allocate the profit for the year, amounting to
€37,599,518.44, in the following manner:
Profit for the year
€37,599,518.44
DISTRIBUTABLE PROFIT
€37,599,518.44
Allocation:
7
Miscellaneous reserves
€37,599,518.44
Total
€37,599,518.44
• AGREEMENTS COVERED BY
ARTICLES L225-38 AND L225-102-1
OF THE COMMERCIAL CODE
1. Agreements covered by article L.225-38 of the
Commercial Code
Distributed income
not eligible for the
allowance
Distributed income
eligible for the
allowance
Dividend
Financial year
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 three previous financial
years were as follows:
2014
€19,130,937.70
€4.90 per share
-
€19,130,937.70
2013
€19,130,937.70
€4.90 per share
-
€19,130,937.70
2012
€19,130,937.70
€4.90 per share
-
€19,130,937.70
You will be read the Statutory Auditors’ report on agreements
made during the fiscal year and authorised by your Board
pursuant to Article L225-38 of the Commercial Code.
2. Agreements covered by article L.225-102-1, last
paragraph
Pursuant to the provisions of the last paragraph of article L.225102-1 of the Commercial Code, we specify that during the financial year no agreements were entered into other than ordinary
transactions concluded at normal terms and conditions,
between:
◗a
director, the Chairman & CEO or the Company GROUPE
KEOLIS S.A.S., a company holding more than 10% of the
voting rights in Keolis S.A.,
And
◗a
subsidiary in which Keolis S.A. directly or indirectly holds a
share in excess of 50%.
Non tax deductible expenses
We inform you that in the course of the past financial year, nontax deductible expenses, within the meaning of Articles 223
quater and 223 quinquies of the General Tax Code, totalled
233K€.
• DIRECTORS AND CONTROL OF THE
COMPANY
1. Mode of exercise of the General Management
We report, in accordance with Article 148 of the Decree of 23rd
March 1967, that your Board of Directors has opted to combine
the functions of Chairman of the Board and CEO.
• SHAREHOLDINGS
On 31st December 2015, GROUPE KEOLIS S.A.S. owned
100% of the capital.
Mr. Jean-Pierre Farandou was re-appointed Chairman and CEO
during the Board of Directors’ deliberations of 3 March 2016.
• EMPLOYEE SHARES IN THE CAPITAL
2. Terms of office and functions exercised by each of the
executive officers
On 31st December 2015, there were no employee shares in the
Company’s capital.
A list of the terms of office and functions exercised by each of
the executive officers in 2015 is appended to this report.
We hope that you will approve the above proposals and vote the
resolutions to be submitted to you.
THE BOARD OF DIRECTORS
8
B
Appendix 1
Non-financial data
Keolis, a leading public transport operator, plays its part in sustainable development through a wide range of corporate initiatives. The different aspects of this Social Responsibility are shared between the relevant departmentsHealth Safety Environment, Legal, Human Resources, Purchasing and Communications. The Health, Safety and
Environment department is responsible for coordinating Social Responsibility.
Social Responsibility is an item on the agenda of Keolis’ Executive Committee at least once a month in order to
review work undertaken, approve new initiatives and select the topics to be highlighted.
In addition to this, Keolis draws on discussions with its internal and external stakeholders to define the strategy
and recommendations for the entire Group.
1 • methodology
The reference period for environmental data is the calendar year,
from 1 January to 31 December. If this is not the case, rules for
estimation or consolidation on a deferred timescale are proposed to subsidiaries in the set of indicators.
1.1 Background
Keolis S.A. has voluntarily published non-financial data in the
Keolis Group annual report for more than ten years.
Environmental data has been calculated from data covering 82%
of Group staff (represented by 48 subsidiaries and 42 lower-tier
subsidiaries).
2015 is the second financial year in which non-financial data is
published in the Keolis S.A. financial report, in application of
Article 225 of the Act of 12 July 2010 on the national commitment to the environment. The entity concerned is Keolis S.A., a
non-listed company for which the balance sheet total or net
revenue is in excess of 100 million euros and for which the average number of permanent employees throughout the financial
year exceeds 500.
This scope may also vary depending on the availability of data
at the time of this report being approved for print.
1.3 Quantitative information
We have added new qualitative data indicated in italics in the list
below. The data for some of these items is only available for
2015.
In 2014, the set of indicators was revised and the reliability of the
scope improved. 2014 can therefore be considered as the year
of reference (year 0). This publication thus includes data for the
past two years: 2014 and 2015.
Some items of data published last year have been adjusted to
account for corrections/additions supplied after the publication
of last year’s report. These are indicated by an asterisk appended
to the updated figure.
The references indicated at the beginning of each paragraph
refer to the articles of the Implementation Decree followed for the
purposes of this publication.
In view of the current collection process, data that is not available
for this publication will be communicated next year.
1.2 Scope
Social responsibility / human resources
Workforce: workforce registered as at 31 December in all
Group subsidiaries and Keolis S.A.
Non-financial data is consolidated on the same scope as financial data (excluding EFFIA S.A., Technical Assistance and subsidiaries for which Keolis is not the majority shareholder).
Breakdown of workforce by geographical zone: breakdown
by country of workforce registered as at 31 December.
The scope of consolidation for employee data is the calendar
year, from 1 January to 31 December.
Generally, social data relates to all Group staff. This scope varies
by indicator, and depends on the availability of data at the time
of this report being approved for print.
Breakdown of workforce by age bracket: breakdown of
total Group and Keolis S.A. workforces by age bracket. The
comprehensive 2014 data supplied refers to the total Group
workforce, including Keolis S.A. and excluding Docklands Light
Railway (UK), and Keolis Deutschland (36 employees in
Germany).
The scope for company data also covers 100% of Group staff.
9
Percentage of women in the total workforce: percentage
of women in the total workforce of the Group and Keolis S.A.
The comprehensive 2014 data supplied refers to the total Group
workforce, including Keolis S.A. and excluding Docklands Light
Railway (UK), China (2 employees) and the United Arab Emirates
(7 employees).
the employees in the Group. Complete data for 2014 is only
available for France.
Total number of new employees: the cumulative number of
new employees in France for the year, (including the integration
of new subsidiaries), regardless of type of employment contract.
Total number of workers with a disability (number of
units): relates to the number of entitlement units calculated as
part of the mandatory annual declaration of the employment of
workers with a disability submitted to the Agefiph (DOETH) in
France. This entitlement unit is the full-time equivalent of a worker with a disability.
Number of employees having received training: 2015 data
relates to all of the employees in the Group. Complete data for
2014 is only available for France.
Total number of departures: the cumulative number of departures in France for the year, regardless of the reason for leaving
(excluding expired fixed-term contracts but including the loss of
subsidiaries during the year).
Environment
Total number of dismissals: refers to cumulative number of
departures in France during the year relating to dismissals.
Environmental data concerns consolidated operational subsidiaries and not the entity Keolis S.A., which has an administrative
function and does not operate passenger transport.
Payroll: Group personnel expenditure, including wages and
social charges, duties and taxes on remuneration and other
personnel expenses (ancillary costs, directors’ fees, employee
profit sharing, temporary staff and staff on secondment).
Number of employees covered by an ISO 14001 certification: relates to employees registered in the workforce at 31
December exercising an ISO 14001 certified activity.
Change in payroll: change in payroll between years N and N-1
in gross value and expressed as a percentage.
Percentage of employees covered by an ISO 14001 certification: relates to the number of employees exercising an ISO
14001 certified activity as a proportion of the total Group workforce.
Percentage of part-time employees: percentage of
employees with a part-time contract in the total workforce in
France as at 31 December.
Total quantity of hazardous waste: this measures the total
weight of hazardous waste produced over the year in question,
regardless of the type of processing. Hazardous waste is waste
defined as such in the regulations applicable to the production
site.
Percentage of drivers: percentage of driver employees in the
total Group workforce as at 31 December.
Rate of absence for sick leave: measures the rate of sick
leave, in France.
Total quantity of non-hazardous waste: this measures the
total weight of non-hazardous waste produced over the year in
question, regardless of the type of processing. Non-hazardous
waste is waste defined as such in the regulations applicable to
the production site.
Workplace accident frequency rate: measures the frequency
of workplace accidents declared per quarter leading to at least
one day of leave. This rate represents the average number of
workplace accidents leading to leave by a group of employees
having worked one million hours over the period considered.
Data available for this publication for France. NB: This rate
includes violent behaviour. It does not take into account all
ongoing dispute procedures.
Percentage of recovered hazardous waste: this measures
the percentage of non-hazardous waste recovered over the year
in question, regardless of the type of processing, in 24 subsidiaries (accounting for 44% of total Group workforce). Recovery is
a type of waste processing operation defined as such in the
regulations applicable to the production site.
Severity rate of workplace accidents: measures the severity
of accidents by assessing the total number of leave days due to
workplace accidents, excluding the day of the accident itself.
This represents the number of days compensated for 1,000
hours worked, in other words the number of days lost due to
temporary invalidity for 1,000 hours worked. Data available for
France.
Percentage of recovered non-hazardous waste: this measures the percentage of non-hazardous waste recovered over
the year in question, regardless of the type of processing, in 32
subsidiaries (accounting for 60% of total Group workforce).
Recovery is a type of waste processing activity defined as such
in the regulations applicable to the production site.
Total number of training hours: the 2015 data relates to all of
10
Total water consumption of the sites: this corresponds to
the volume of drinking water purchased by the subsidiary over
the period in question, charged to buildings and processes,
excluding watering of planted areas.
Traction energy consumption for commercial railway use
(in TOE): traction energy consumption for commercial railway
use corresponds to the quantity of energy purchased within the
framework of commercial services provided by rail (electrical or
thermal traction), dead mileage included.
Share of water consumption in water-shortage areas (per
country): this corresponds to the consumption of drinking water
in Keolis countries where water stress is very high (between 40
and 80%) or extremely high (over 80%). In 2015, these countries
were Australia and Belgium (according to the World Resources
Institute).
Energy consumption of company facilities (in TOE): energy
consumption of the sites corresponds to the quantity of energy
consumed or purchased on the sites, excluding traction energy.
CO2 emissions from commercial transport and company
facilities (in TCO2e): Greenhouse Gases emitted by the corresponding use of energy.
Traction energy consumption for commercial vehicle
fleets (in TOE, excluding rail): traction energy consumption
for commercial vehicle fleets corresponds to the quantity of
energy purchased within the framework of commercial services
(dead mileage included). The vehicles concerned are those
operated/owned by the company used for commercial services,
on behalf of others (passengers, Public Transport Authorities,
other transport providers, corporate customers). The indicator
incorporates all means of transport (bus, coach, metro, tram,
trolleybus).
1.4 Qualitative information
Qualitative information does not require any particular explanations.
11
2 • Social data
2.1 Employment
Article
code
I-1-a-1
Subject of
decree
– total workforce
and breakdown
of employees
by gender,
age and
geographical
location
2015 data
2014 data
54,749
including 1,468 Keolis S.A.
53,434*
including 1,414 Keolis S.A.
Number of
employees
registered
as at 31
December
France
Keolis S.A.
Sweden
United States
Belgium
Australia
Denmark
Netherlands
UK
Canada
Germany
India
Norway
China
United Arab
Emirates
Total number of
employees per
country
32,630
incl. 1,468
6,107
4,038
3,879
2,468
1,482
1,250
1,133
819
432
391
108
8
4
Group
1,701 (3%)
3,930 (7%)
5,367 (10%)
6,013 (11%)
7,512 (14%)
8,395 (15%)
9,075 (17%)
7,941 (15%)
3,294 (6%)
1,485 (3%)
I-1-a-2
I-1-a-3
– new hires and
dismissals
– remuneration
and its variation
France
Keolis S.A.
Sweden
Australia
United States
Belgium
Denmark
Netherlands
UK
Canada
Germany
India
Norway
China
United Arab Emirates
Keolis S.A.
79 (5%)
202 (14%)
239 (16%)
211 (14%)
249 (17%)
185 (13%)
151 (10%)
116 (8%)
32 (2%)
4 (0%)
< or = 25 years
26 to 30 years
31 to 35 years
36 to 40 years
41 to 45 years
46 to 50 years
51 to 55 years
56 to 60 years
61 to 65 years
Over 65 years
32,759*
including 1,414
6,802
3,721*
2,395
2,309
1,440
1,292
1,035*
843
403
326
100
7
2
Group
1,701 (3%)
3,930 (7%)
5,367 (10%)
6,013 (11%)
7,512 (14%)
8,395 (15%)
9,075 (17%)
7,941 (15%)
3,294 (6%)
1,485 (3%)
Keolis S.A.
79 (5%)
202 (14%)
239 (16%)
211 (14%)
249 (17%)
185 (13%)
151 (10%)
116 (8%)
32 (2%)
4 (0%)
Indicator
< or = 25 years
26 to 30 years
31 to 35 years
36 to 40 years
41 to 45 years
46 to 50 years
51 to 55 years
56 to 60 years
61 to 65 years
Over 65 years
Number of
employees per
age bracket
20.1%
Keolis S.A.: 40%
20.4%*
Keolis S.A.: 40.2%
6,318
of which Keolis S.A.: 269
5,552*
Total number of
new employees
2,910
2,490*
of which Keolis S.A.: 147*
Total number
of departures,
excluding expiring
fixed-term
contracts
756
661*
of which Keolis S.A.: 47*
Total number of
dismissals
2,820.6
2,458.8*
Payroll in € million
+14.7%
+9.8%*
% of change in
payroll
361.8
219.5*
Change in payroll
in € million
12
% of women in
the total workforce
2.2 Organisation of work
Article
code
Subject of decree
I-1-b-1
– organisation of
working time
II-1-b-1
– rate of absence
2015 data
2014 data
16.65%
Keolis S.A.: 3.15%
16.73%*
Keolis S.A.: 3.09%*
67.5%
Keolis S.A.:0%
68.5%*
Keolis S.A.: 0%
5.86%
Keolis S.A.: 1.39%
5.63%
Keolis S.A.: 1.23%*
Indicator
Percentage of part-time
employees
Percentage of driver employees
Rate of absence for sick leave
Absenteeism is an issue monitored locally by each Keolis Group subsidiary. In addition to local action plans, Keolis Group has
defined, via its corporate project, joint areas for progress in order to permanently control the rate of absence and ensure the wellbeing of employees. Time has been spent better defining the roles and responsibilities of local managers and developing their skills.
The regular monitoring of absence has also become one of their tasks.
2.3 Social relations
-Organisation of social dialogue, particularly staff information, consultation procedures and negotiations (article I-1c-1)
Each Group subsidiary, regardless of the country where it is active, has employee representative bodies in accordance with local
legislation. However, the structure, prerogatives and obligations of these bodies vary greatly from one country to the next, depending
on locally applicable legislation.
In France, the management of each subsidiary chairs these representative bodies and can negotiate company-wide agreements
with the subsidiary’s trade union delegates. All subsidiaries in France with over 50 employees have a works council and committees
for health, safety and working conditions (CHSCT).
The employee relations department of Keolis Group ensures that all subsidiaries have the necessary tools for their representative
bodies to operate in optimal conditions. It regularly contributes to subjects that may have an impact on the road transport sector
and provides updates on the legal situation via a two-monthly employee newsletter. In 2015, the following were supplied to Group
subsidiaries:
◗Legal memos relating firstly to the transfer of staff following the win or loss of an interurban transport contract, and secondly to
industrial action in urban transport,
◗A “career interview” kit to facilitate the introduction of this new interview in subsidiaries,
◗Employment contract templates.
In addition to this legal information, a new vocational training management solution, Sage Formation, is currently being deployed
in subsidiaries. This new tool will enable better monitoring of training followed by Group employees and career interviews conducted. Finally, a Group procedure memo relating to checking driving licences was sent out to all subsidiaries to ensure that all Group
employees tasked with driving have a valid driving licence.
•Review of collective agreements (article I-1-c-2)
The Keolis Group has an agreement concerning how the European Works Council should function. Keolis Group subsidiaries have
come to their own agreements at local level. In addition to these agreements, Keolis has implemented numerous unilateral decisions
to ensure that a minimum set of measures applies to certain fundamental issues.
13
2.4 Health and safety
-Health and safety at work (article I-1-d-1)
Following the 2014 launch of the Group’s safety approach as an essential workstream in the corporate programme, all specialist
job areas and in particular those of operations and maintenance are clearly concerned. The vast majority of subsidiaries in France
and abroad have reached level 2, qualified as ‘common practice’ on the Group’s scale of maturity. This level guarantees basic
compliance of safety management relating to employees and stakeholders, in particular our partners and subcontractors.
Training in roles and duties was extended to more than 400 managers, notably working in the operation and maintenance fields.
A safety and environment prevention guide was also distributed to more than 20,000 employees. This will be extended to international activities in 2016.
The use of the Knowledge Management tool Keoshare by the safety and environment community enabled the exchange of best
practices and the passing down of recommendations.
Internal audits have revealed that continuous improvement is ongoing.
-Review of agreements concluded with trade union organisations or staff representative organisations in terms of health
and safety at work (article I-1-d-2)
As previously stated concerning collective agreements, the Keolis Group has an agreement as to how the European Works Council
should function. Keolis Group subsidiaries have come to their own agreements at a local level. In addition to these agreements,
Keolis made a number of unilateral decisions to ensure that a minimum set of measures in relation to fundamental issues.
Article
code
Subject of decree
II-1-d-1
– workplace
accidents, notably
their frequency
and severity, and
occupational illness
2015 data
2014 data
Indicator
46.09
including Keolis S.A.:
2.16
52.69*
0.90*
Workplace accident frequency
rate
3.92
0.03
3.86*
0.01*
Severity rate of workplace
accidents
2.5 Training
-Policies implemented in terms of training (article I-1-e-1)
Keolis Group considers training as a tool to benefit its employees’ development at every stage of their career path.
Keolis commits to developing the skills of each employee according to their area of expertise in order to foster their career development, facilitate internal mobility and master key skills for the Group’s growth. Training has therefore been designed according to
a logical career path.
To this effect Keolis developed the training path ‘D’FI’ in 2015 aimed at subsidiary directors who have just arrived in their position.
This programme is spread over a year and alternates between sessions focusing on developing leadership skills and sessions to
improve specialist knowledge. The programme is designed and delivered by in-house specialists and external trainers and coaches,
with, as a common thread, the creation of a project presented to the France Division at the end of the programme.
Keolis also devised a programme tailored for the Tram Maintenance community comprising initial training but also ongoing courses
in the areas of rolling stock and infrastructure. In 2015, approximately fifty people followed the course, which will be further deployed
in 2016.
Keolis continued to develop its courses for young managers in 2015. These courses include practical training on transport and time
spent in the subsidiaries to give them the opportunity to become familiar with the professions and activities covered by the company.
In 2015, 26 people took this course in the areas of operations, marketing and maintenance, up 36% on the previous year. Since
2015, these incubators are open to in-house applicants from our operational work areas, which facilitates the career mobility of our
supervisors.
With the launch of the Group Training Department in 2015, Keolis intends to accelerate the reinforcement of the company culture,
the development of a common base of expertise in all Group countries and the support provided to the Group in setting up in new
14
markets. In 2015, Keolis redesigned the employee induction programme, ‘Welkome’, to better respond to the expectations of all
new Group managers. Finally, the Keolis Group actively supports basic training in the transport field. In acknowledgement of its
long-standing commitment, Olga Damiron, the Group’s former HR Director, was selected to be the sponsor of the 2015 class
graduating in the Master’s Degree of Regional and Urban Passenger Transport (TURP) at Lyon 2 Lumière University. The aim of this
degree is to train managers in managing the various facets of local mobility. This course is jointly certified by the National Public
Works School, ENTPE.
Keolis furthermore became a member in 2015 of the ‘Club des Partenaires’, created under the Chairmanship of Olivier Marembaud
(SNCF). This club brings together companies that wish to support the education of urban transport managers and specialists in
Africa through the provision of grants and the accommodation of interns. Keolis consequently provided financial assistance to
students taking the Master’s course in ‘Transport and mobility in African cities’ and will shortly be accommodating a student from
Togo within its Lyon subsidiary for a 6-month work placement.
Article
code
I-1-e-2
Subject of decree
– total number of
training hours
2015 data
2014 data
Indicator
1,239,811
of which Keolis S.A.:
40,513
681,775*
37,769
Total number of hours of training
40,461
992
26,043
1,002
Number of employees having
received training
2.6 Equality
-Measures implemented in favour of gender equality (article I-1-f-1)
For several years, the Keolis Group has led an ambitious professional gender equality strategy, the objective being to increase mix
and ensure equality between employees. This strategy is supported by Keolis’ general management team and is at the centre of
the company’s human resources policy, in the form of three main projects:
First, Keolis makes sure that professional equality is included in organisational and human resource processes. In 2015, the Group
received four gender equality certificates for its French subsidiaries Keolis Oise, Keolis Artois Gohelle, Keolis Rennes and Keolis
Mobilité. It also launched an international workplace gender equality project with the participation of subsidiaries in the USA, Australia,
the UK and northern Europe. The primary aim of this initiative is to promote the sharing of best practice between subsidiaries, such
as the “Driven Women” campaign by the Australian subsidiary KDR Victoria. This communication campaign aimed at women led
the organisation to record a 38% increase in female employees, resulting in an award from the Melbourne city council. The second
aim of Keolis’ general equality policy is to pool the efforts of several subsidiaries to carry out far-reaching actions. For example, fifteen
Keolis subsidiaries in France came together in 2015 to organise the Girls’ day, a day spent informing young female students about
career opportunities in our Group before they made their higher education applications. KCS Boston also committed to run a
similar initiative and consequently identified and trained women ambassadors from each department in the firm.
Secondly, Keolis set up an internal network, Keolis Pluriel, which allows male and female employees, regardless of their professional sector, to take part in promoting workplace equality. In 2015 Keolis Pluriel worked on the following topic: ‘Winning over and
retaining female passengers’. The aim of the working group was to understand the expectations and needs of female passengers
so as to design services for all. A trend book collating all the group’s recommendations and suggestions for services was presented
to Keolis’ top management team. In parallel, Keolis became involved for the fourth year running, alongside the Alliance for Gender
Mix in the Firm (AME), in the organisation of the Gender Mix in the Firm network summit, held in Lyon in October. Keolis Pluriel also
took part in sporting events such as the ‘La Parisienne’ run, and organised workshops and talks aimed at employees on subjects
relating to gender equality (including work-life balance, stereotyping and female leadership). Keolis Pluriel increased its membership
by 40 in 2015, including 20 men.
Thirdly, Keolis is committed to spreading its equality approach throughout the Group, operational departments and beyond. Keolis
ensures that its subsidiaries share Group values and accompanies them to guarantee equality between all employees, wherever
they are. The company also promotes equality and diversity among its external stakeholders through transport-specific media. For
example, Autocars Planche publicised the success factors of its equality action plan as part of the Lyon TV channel TLM’s series
of reports entitled ‘Embarquez’. An article on Keolis’ female outreach programme was published in the International Association of
Public Transport’s (UITP) magazine. Finally, Keolis also discussed its approach at an international conference on gender equality
and safety, organised by the European Bank for Reconstruction and Development in Almaty, Kazakhstan.
15
-Measures implemented in favour of employing people with a disability (article I-1-f-2)
Article
code
Subject of decree
I-1-f-2
– measures
implemented in
favour of employing
disabled people
2015 data
2014 data
1,341.07
3.77
1,451.5*
including Keolis
S.A.:3.17*.
Indicator
Total number of workers with
a disability (in units)
Keolis ensures that all of its operational subsidiaries fulfil their legal obligations in relation to disability as required by local legislation,
and undertake proactive awareness-raising and social inclusion actions to fight against all forms of discrimination and exclusion. In
2015, KDR Gold Coast signed a partnership with the ‘Special Olympics’ to introduce a programme to welcome people with Down
syndrome or with intellectual or developmental problems. The first participant in this programme was welcomed by the subsidiary
in November 2015 for one day per week for ten weeks. He was tasked with assisting administrative employees. This programme
has the dual goal of raising awareness among the workforce about mental illness and enabling the “Special Olympics” participants
to take their first steps into the professional work environment.
In parallel, Keolis S.A. and EFFIA Synergies started developing their disability policy, basing it on an audit which took place in the
second half of the year. The two entities also raised employee awareness about the issue of purchasing from the sheltered work
sector through a day jointly coordinated with the charity Handeco. The French Paralysis Association, SNCF and Keolis Mobility
were also in attendance to promote the benefits of using this type of organisation. This initiative took place alongside a photo exhibition about disability at work, produced by IMS Entreprendre pour la Cité.
Finally, through its ‘Actions for Solidarity’ programme (Coups de Coeur Solidaires) the Group rewards its employees’ involvement
in charitable work. In 2015 several prizes were awarded to charities working to promote awareness of disability and accessibility
issues. One key example is the charity Handi Cheval which offers people with disability or adjustment problems the chance to take
part in equestrian activities.
As a transport operator, Keolis also plays a major role in terms of mobility solutions for those with disabilities. The Keolis Group is
the leading carrier of passengers with reduced mobility (PRM) in France.
-Anti-discrimination policy (article I-1-f-3)
Keolis has been a signatory of the Diversity Charter since 2006 and has been a partner of AFMD (Association Française des
Managers de la Diversité) since 2014. By signing this charter the Group has committed to promoting the employment of young
people, seniors with experience or those changing career path, job-seekers, disabled workers and people of different nationalities
and cultural backgrounds. For several years, Keolis has developed essential partnerships with organisations such as Cap Emploi,
Pôle Emploi and local missions to help people who face difficulties when entering the workforce. With the aim of offering new
opportunities to people over the age of 50 and to people in career transition, Keolis works with regional units specialised in career
transition services, the ministry of Defence or the French national police.
In 2015, the Keolis Group launched a general anti-discrimination policy based on a collaborative network and entitled ‘Diversity &
Inclusion’. Keolis has established a diversity programme for all of its subsidiaries. This programme is part of the career path for each
employee as soon as they join the Group – via an awareness-building module during the induction course – then at each successive stage of their career. Finally, Keolis builds strong partnerships with specialist researchers in the field of diversity to enhance its
underlying thinking and establish its diversity and inclusion strategy. For example Keolis partnered with Bordeaux University to work
on a project entitled ‘Young people, employment and discrimination’. Keolis also plays a part in several conferences relating to
diversity management.
2.7 Promotion of and adherence to clauses in key agreements of the International Labour Organisation
-Eliminate discrimination in terms of employment and profession (article II-1-g-2)
In 2015 Keolis brought together a large number of people from France and abroad to write a charter setting out its commitments
to Diversity and Inclusion. These commitments relate to the following:
◗Compliance with the employment law of the countries in which Keolis is established and with international standards in relation
to Human Rights and fundamental liberties, anti-discrimination, anti-harassment and the promotion of career equality.
◗The creation of an equitable and inclusive work environment where each person feels recognised for their skills, commitment and
level of performance.
16
◗Respect for each individual, their identity and culture within the limitations imposed by health and safety requirements and internal
regulations.
◗The adoption of an open and empathetic approach to each person to understand their individual needs and expectations.
◗The promotion of diversity and job equality with our stakeholders.
Keolis Group works actively against all forms of discrimination in employment based on the following principles:
◗Priority is given to dialogue.
◗The Group aims to train managers and all HR staff in legal matters relating to discrimination depending on local situations.
◗Keolis Group commits to raising the awareness of managers and employees about diversity issues.
◗Keolis encourages its managers to remain objective when faced with problems in the organisation related to diversity issues.
◗Any problems are settled on a case-by-case basis and may lead to disciplinary action if behaviour does not comply with the values
and integration policies supported by the Group.
-Eliminate forced or compulsory labour (article II-1-g-3)
-Abolish child labour (article II-1-g-4)
Since 2004, Keolis Group has been a signatory of the United Nations’ Global Compact to promote and adhere to 10 principles
grouped into four categories, including Human Rights, international employment standards and anti-corruption.
3 • Information relating to corporate commitments in favour of
sustainable development
3.1 Territorial, economic and social impact of the company’s activities
-in terms of employment and regional development (article I-3-a-1)
-concerning neighbouring or local populations (article I-3-a-2)
Keolis has integrated an ‘Actor within the community’ project into its corporate programme. Its aim is to standardise practices by
allowing each subsidiary to build its own binding and reasoned partnership strategy. The main guidelines of these strategies are
shared by the Group and its subsidiaries: be consistent with the ‘Konformité’ programme, allow each subsidiary to build its own
approach and allow the Group to promote (internally and externally) the subsidiaries’ partnership actions.
3.2 Relations with people or organisations with an interest in the company’s activities, in particular associations
which promote inclusion, teaching establishments, environmental protection associations, consumer associations
and neighbouring populations
-Conditions of dialogue with these people or organisations (article I-3-b-1)
In October 2015, for the fifth successive year, Keolis brought together its external stakeholders, consisting of representatives of
associations, the French government and specialist companies. The aim was to obtain feedback from these stakeholders about
our activities, our position and our corporate programme. Members of the Executive Committee were also involved. Dialogue was
very productive, particularly in relation to the provision of transport services to rural areas and responsible purchasing policies.
Within the framework of this ‘Dialogue with external stakeholders’, Keolis also provides its subsidiaries with tools and methods to
allow them to enter into and/or organise dialogue with their own stakeholders. They are thus provided with a mapping model and
prioritisation criteria to be used depending on the challenges and the goal of the dialogue entered into. The subsidiaries also have
a model of the rules to be applied.
-Sponsorship or charitable actions (article I-3-b-2)
Sponsorship and corporate giving fall under the guidelines of two specific projects in the Group corporate programme: ‘Fairness
of practices’ and ‘Actor within the community’.
Since 2010, Keolis has been attributing annual awards as part of ‘Actions for solidarity’ ‘(Coups de coeur solidaires). The aim of this
activity is to encourage personal and voluntary commitment from Group employees to an association which acts in favour of soli-
17
darity between neighbourhoods to encourage diversity, or which helps promote the inclusion of vulnerable people or those in difficulty.
Applications are assessed by a panel made up of representatives of Keolis’ top management in France and employee representatives. The relevance and eligibility of submissions are assessed according to the following criteria: the target audience, social and
partnership dimensions, viability and originality, creation of social ties. Three winners are awarded a grant, which is directly paid to
the associations they represent.
The judging panel distinguished three charities for its 2015 edition. The first prize was awarded to the association Les Chérubinots
which works to raise funds for a joëlette: a special chair which enables people with disabilities to take part in hiking activities. This
charity was nominated by an employee from Keolis Bordeaux. The second prize went to the association Benecontre Phalempins,
nominated by our Lille subsidiary. This charity promotes social cohesion between people living in the same neighbourhood, particularly people living on their own and the elderly. The third prize went to the charity HANDI Cheval Mayenne which works in aid of
children with physical or motor disabilities. This charity was nominated by an employee from Keolis Laval.
3.3 Sub-contractors and suppliers
-Consideration of social and environmental issues in procurement policy (article I-3-c-1)
The Purchasing Charter, approved by the Group Executive Committee, defines the general principles of purchasing within the Group
and sets out rules regarding ethics and behaviour applicable to all internal and external actors involved in the purchasing process.
All employees acting on behalf of the Group or one of its subsidiaries must be familiar with, comply with and promote its principles
in the interests of fairness and transparency.
In compliance with the Group’s CSR commitments, all employees involved in purchasing must promote sustainable development
with their business partners. All employees involved in a purchasing process must therefore pass on these concerns to their own
suppliers and sub-contractors, encourage suppliers to develop a social and environmental progress plan, and ensure compliance
with national laws, regulations and international agreements concerning the protection of individuals (employees, sub-contractors,
product or service users) and the environment.
In 2015, the Purchasing Department enhanced its Purchasing Policy with three new workstreams to strengthen the Sustainable
and Supportive Purchasing approach:
◗T
he first workstream relates to the supportive economy and local patronage, promoting supportive purchasing approach by
increasing the use of sheltered work organisations as suppliers, contributing to the local economic community and reaffirming a
local presence.
◗T
he second workstream deals with environmental and safety issues by factoring into the procurement process (in particular through
supplier selection questionnaires, performance requirements, selection criteria and contracts) Keolis’ environmental policy, risks
relating to the safety of people and goods, and the protection of our data and know-how.
◗T
he third and final workstream relates to supplier relations by generalising the total cost approach, ensuring transparency and
equality of treatment of suppliers by reducing the risk of reciprocal dependence and of monopoly.
Over the past few years, Keolis has developed a range of initiatives to this effect:
◗T
he Group framework agreement for electricity supply includes an option allowing each subsidiary to subscribe on demand to
power from renewable energy sources.
◗T
he framework agreement for waste electrical and electronic equipment (WEEE) combines environmental concerns and supportive action as it is concluded with a sheltered work organisation.
◗T
he listing of a ‘green’ range of cleaning products, an organic part degreasing washer, printers with Imprim’Vert certification or
from the sheltered work sector.
◗V
arious clauses specific to waste processing and environmental protection are written into framework agreements about sensitive
products (notably batteries, tyres and lubricants). Product selection takes into account any awards or certification gained.
Some types of Purchasing are currently carried out at a local level following the recommendations of the Group Purchasing
Department. These purchasing items are of significant importance in the expenditure of subsidiaries and require local contact with
suppliers. The main categories of local purchases are:
◗V
ehicle and premises cleaning
◗S
ecurity
◗V
ehicle charter services (subcontracting)
18
◗G
ardening services
◗M
aintenance of some facilities and infrastructure.
Two purchasing guides, KeoClean and Keo’Guard, have thus been created to assist subsidiaries with their procurement of cleaning
and security services. These two guides include recommendations relating to social responsibility.
- Importance of sub-contracting and consideration of social and environmental responsibility in relation to suppliers and
sub-contractors (article II-3-c-1)
Keolis also includes in its supplier selection questionnaire or in its performance requirements a certain number of questions related
to Environment and Safety. These questions are tailored to the purchasing segment concerned.
Proposals are analysed by assessing total cost. Depending on the purchasing category and the issues at stake, some assessment
grids include evaluation criteria relating to environmental and/or social aspects. This is the case for example in the procurement of
rolling stock, printers, work clothing and batteries.
3.4 Fairness of practices
-Actions undertaken to prevent corruption (article II-3-d-1)
The Group’s growth ambitions in France increase commercial competition and therefore the exposure of managers and Keolis
entities to the risks of competition, fraud and corruption.
To minimise the risk of manager implication, and prevent financial and legal risks while continuing to develop in accordance with
business ethics, Keolis integrated the Konformité programme into its corporate programme in the form of the ‘Fairness of practices’
project. This covers three areas relating to all subsidiaries: strict compliance with free and fair competition, prevention of corruption
and fraud, and the protection of personal data.
In 2015 the Group decided to focus on the area of anti-corruption.
The Group President addressed a message to all of the Group’s managers reminding them of the principles of the Konformité
programme which should be exemplary in nature and act as a means to reduce corruption-related risks: legal, financial and reputational risks. This approach also provides a response to increasingly-expressed demands from clients but also from all our stakeholders and our employees.
All of the managers in the Group are invited to help to promote the programme, support its implementation, monitor it regularly and
raise their teams’ awareness of it.
The main manuals provided to Group managerial staff are:
◗T
he Guide for Ethical Business Conduct
◗T
he brochure ‘Konformité at a Glance’,
◗T
he practical guide ‘The Right Attitudes to prevent corruption’.
In addition, three areas have specific Group procedures applied to them which managers are responsible for following, with the
possibility of adjustments outside France where necessary, to comply with local law if it is stricter. These directives cover the three
following subjects:
◗G
ifts and hospitality,
◗S
ponsorship and corporate giving,
◗D
onations and relations with business partners.
As part of this approach, the guide ‘Relations with Business Partners’ was widely distributed during summer 2015. It reminds
readers that the ethical standards of business conduct must be adhered to by all of the Group’s entities and their employees, but
also shared with the business partners they work with. The Group expects these partners, be they consultants, providers of intellectual services or partners in joint ventures or consortia, to work with integrity and abide by all laws and regulations in force.
Employees that incur the Group’s liability through working relationships with business partners must observe the principles laid
down by this guide and communicate them to their partners. Vigilance must be exercised in three key phases of relations with
partners: the selection phase, the contract conclusion phase and the contract implementation and monitoring phase. The guide is
supplemented by a procedure for use only by Group employees.
19
Awareness and training initiatives continued in 2015.
◗A
module on ‘Governance and Business Ethics’ was introduced into the new employee induction course. A more developed
version of the module was inserted into the new training programme for subsidiary directors and will be delivered face-to-face
from February 2016.
◗ In the area of awareness development, a ‘Konformité’ breakfast was held during the June 2015 Keolife Week and was reported
on by a series of Group communications tools.
◗A
talk was given at head office by the Chairman of Ethic Intelligence in October 2015 on the theme of conducting preliminary
specific anti-corruption audits before mergers and acquisitions.
Finally, initiatives were conducted to reinforce management commitment to the deployment and effective application of Group
procedures. The International zones each appointed correspondents and formulated their road map for 2016.
-Measures taken in favour of consumers’ health and safety (article II-3-d-2)
Within the framework of Keolis Group’s activities, consumer safety means the safe operation of passenger transport services. The
security of services means prevention and measures taken with regard to external attacks and violent behaviour.
In passenger rail and metro activities, there were no passenger victims to report (excluding suicides). In the field of buses, coaches
and trams, pedestrians and passengers are more affected and continue to be more exposed. Our actions remain focused on
improving risk prevention concerning both our passengers (risks that we can manage) and our employees.
In 2015, various Group subsidiaries developed actions to improve the safety of operations. Several subsidiaries organised safety
events aimed at passengers and the general public (Rennes, Lyon, Courriers d’Ile-de-France). The corporate project focus week
entitled “KeoLife Week” was an opportunity to raise passenger awareness of the risks prevalent in public transport. A campaign
entitled ‘Rhino’ was deployed in a number of cities (in particular Brest and Caen) with the goal of passing on safety messages to
public transport customers and the broader public.
In partnership with the French Road Safety Association, a survey was conducted in the second half of 2015 relating to the wearing
of seatbelts in coaches. This coincided with the implementation on 1 September 2015 of a new law mandating the wearing of
seatbelts in coaches, and also offered insight into passenger behaviour. The findings of the survey will be published in the first half
of 2016.
Another initiative was to test an assistance mechanism aimed at coach and bus drivers called ‘Bird View’, giving them an overhead
view of their vehicle and enabling them to identify any type of risk to pedestrians or passengers. This test provided insight into driver
behaviour when at a stop or when moving away from one.
Keolis’ contribution to ensuring the security of its networks came in the form of tackling fare evasion and antisocial behaviour through
the following actions: reinforced patrols by inspection teams, the increase in video surveillance (90% of vehicles in France are now
fitted with surveillance equipment), internal communication campaigns, the intervention of liaison officers to resolve any conflicts,
the increase of its participation in community outreach offices (PIMM’S) and the maintenance of close relations with law enforcement
bodies and the public prosecutor.
In 2015, several networks equipped their inspectors with personal safety cameras in the stated aim of protecting them from antisocial and violent behaviour. This deployment will continue throughout 2016.
20
4 • Environmental information
4.1 General policy on environmental matters
Keolis offers solutions to build sustainable mobility such as promoting the growth of new forms of mobility, making our expertise
available to Public Transport Authorities or improving the environmental performance of public transport.
The Group’s Environment approach is mainly based on feedback from its subsidiaries and on an environment management system.
The Group Environment policy mentions the commitments and targets all of its activities (operations, maintenance, business,
administration). This policy applies to all Group subsidiaries and is part of its corporate project.
The Group Environment approach has been certified ISO 14001 since 2014. Initially, this certification applied to ten subsidiaries.
In 2015, four new subsidiaries were added to the certification including Keolis Commuter Services in Boston.
This joint certification has prompted proactive commitment to three issues:
◗c
ontinuing to optimise our energy consumption,
◗ improving waste management,
◗m
inimising drinking water consumption for industrial activities.
Article
code
Subject of decree
I-2-a-1
– organisation of the
company to take
environmental issues
into account and,
where applicable,
assessment
or certification
programmes in terms
of the environment
2015 data
2014 data
Indicator
14,551
9,431*
Number of employees covered
by ISO 14001 certification
26.6%
17.6%*
Percentage of employees
covered by ISO 14001
certification
The sum of provisions and guarantees for risks to the environment is not relevant data in view of the Group’s activities, as they do
not pose a major environmental threat.
-Actions taken to train and inform employees in terms of environmental protection (article I-2-a-2)
Training is developed in partnership with the Keolis Training Institute. Various training modules have been added to the Keolis training
catalogue to meet Group subsidiaries’ specific needs in terms of the environment.
Environmental issues are also incorporated into the compulsory training course for Group drivers and the induction course for all
new Keolis S.A. recruits.
Different internal communication channels exist to promote environmental approaches: France and International newsletters,
KeoAwards. In 2014, the first prize in the CSR category was awarded to Keolis Lille for substituting products used for maintenance
with products that are less harmful to the environment and health at work.
21
4.2 Pollution and waste management
-Measures to prevent, reduce or remedy emissions in the air, water and soil seriously affecting the environment
- Measures to prevent, recycle and eliminate waste (article I-2-b-2
The Group’s Environment policy has three specific goals, one of which is to improve waste management. This issue is an important
environmental challenge for the Group.
To this end, the HSE Department provides Group subsidiaries with specific tools, such as a booklet, which can be customised, to
raise employees’ awareness to sorting waste, a waste management procedure, a template register to monitor waste production
and treatment on each site.
The subsidiary Keolis Bordeaux Métropole, which has held ISO 14001 certification since 2012, came under the Group certification
in 2015. The subsidiary conducts a truly proactive environmental protection policy, working closely with its public transport authority Bordeaux Métropole. The ISO 14001 certification thus helped to accelerate the improvement of waste sorting and recovery.
The company’s canteen started to compost its food waste, resulting in 8 tonnes being composted which otherwise would have
been discarded with other household waste. Among other initiatives, the introduction of new instructions for the use of aerosols
and thinners led to reduction in waste by 30% and 50% respectively.
Article
code
I-2-b-2
Subject of decree
– measures to
prevent, recycle
and eliminate waste
2015 data
2014 data
4,283
3,289*
Indicator
Tonnes of hazardous waste
produced
6,976
Tonnes of non-hazardous waste
produced
73%
Percentage of hazardous waste
recovered
46%
Percentage of non-hazardous
waste recovered
The reduction in the quantity of hazardous waste produced is due to the improvement in monitoring occasional cleaning operations.
-Consideration of noise pollution and any other form of pollution specific to an activity (article I-2-b-3)
In light of the three specific objectives of the Group environment policy, noise pollution is not a significant environmental issue for
the Group.
In accordance with our general commitments, this subject is handled locally depending on any complaints received and/or the
regulations that apply on the sites concerned.
4.3 Sustainable use of resources
-Water consumption and water supply depending on local factors (article I-2-c-1)
Water consumption is an important environmental issue for the Keolis Group. Because of this, minimising consumption of drinking
water for our industrial activities is one of the three specific objectives of our Environment policy.
Locally, Group subsidiaries use drinking water as well as recycled and/or rain water to wash vehicles. As at end 2015, 58 facilities
were equipped with a vehicle washing water recycling system and 14 with a rainwater collection system. In Bordeaux for example,
the improvement of vehicle washing infrastructure saved 32% in water consumption.
22
In 2015, several Keolis Group subsidiaries are located in countries facing water shortages, i.e. Australia and Belgium (according to
the World Resources Institute).
Article
code
Subject of decree
2015 data
2014 data
744,622
641,492*
I-2-c-1
– water consumption
and water supply
depending on local
factors
8%
7%
Indicator
Volume of water purchased
in m3
Share of water consumption in
areas faced with water shortages
-Consumption of raw materials and measures taken to improve their efficient use (article I-2-c-2)
The Group’s service activity does not entail the substantial consumption of raw materials. This subject is therefore not a major
environmental issue for the Group.
-Energy consumption, measures taken to improve energy efficiency and use of renewable energies (article I-2-c-3)
Energy consumption is the main environmental impact of our activities. Optimising our consumption is one of the objectives of
Keolis Group’s environment policy.
Keolis also made a commitment to reducing its energy consumption by 10% between 2014 and 2020. This commitment will be
illustrated by a performance indicator to take into account the change in our level of business: energy consumption per kilometre
travelled (tonnes of oil equivalent / km).
To reach this objective and support the energy transition, Keolis works in three main areas:
• Improvement of behaviour
Eco-driving to reduce fuel consumption of vehicles. Simulator training raises bus, coach and tram drivers’ awareness of the benefits of eco-driving.
Smooth driving improves customer comfort and saves fuel, without having any impact on commercial speed. Keolis has also listed
a range of products suitable for buses and coaches called ‘Konfort’, to view how driving affects consumption by measuring acceleration and braking. Today no fewer than 3,613 vehicles are equipped with an eco-driving assistant (Konfort or similar).
• Measuring and controlling the energy efficiency of entrusted assets
A matrix of the main energy uses has been developed to help subsidiaries identify their areas for improvement.
• Supporting Public Transport Authorities in their approaches to improve the environmental performance of their fleet
and/or building renovations.
For several years, Keolis has invested in a range of solutions to reduce the environmental impacts of its activities, often being a
forerunner in the field.
The solutions implemented are tailored to the local context and the fleet: alternative energies, particle filters, recovery systems or
energy savings systems.
Keolis is particularly active in this field, calling on the entire range of alternative energies, such as bio-fuels, ethanol, products from
the gas sector and electrical energy. When purchasing vehicles, the Group always advises Public Transport Authorities to select
models which run on alternative fuels, notably biogas. In 2015, Keolis operated more than 3,800 vehicles throughout the world
running on fuels other than diesel, representing 15% of its total fleet. (By fuel type: Biodiesel (820), Bioethanol (400), Biogas (470),
Diester (500) NGV (1,090), electric (220) and hybrid (375).)
Keolis is continuing its actions in this field through active technological intelligence with manufacturers and equipment suppliers to
identify and possibly develop solutions to optimise the environmental performance of the vehicle fleet.
For example in Sweden, Keolis has been operating new hybrid buses since March 2015. These pollute 90% less than traditional
diesel buses and are exceptionally fast to recharge: in the space of a mere 6 minutes, the buses recharge their batteries to 100%
at their line terminuses and are ready to run another 8 km, at which point the biodiesel engine takes over. An added advantage is
that these buses are quieter and therefore more comfortable for passengers.
23
With regard to buildings, while their energy consumption is far lower than that needed to power vehicle fleets, Keolis nonetheless
conducts activities to optimise certain types of energy consumption: heating, air conditioning, hot water, lighting and related systems
(ventilation, pumps), machine tools and compressed air machines.
Excluding heating, lighting can account for up to 50% of an electricity bill of Keolis’ infrastructure and buildings. Keolis Rennes cut
its office lighting electricity consumption by 40% by fixing rules for using lighting according to needs, regularly measuring electricity
consumption and using low energy lighting systems.
Article
code
I-2-c-3
Subject of decree
– energy
consumption,
measures taken
to improve energy
efficiency and
use of renewable
energies
2015 data
2014 data
Indicator
229,266
215,932
Traction energy consumption
for commercial vehicle fleets
(excluding rail) in TOE
41,635
10,129
Traction energy consumption for
commercial railway use in TOE
21,842
15,097*
Energy consumption of company
facilities in TOE
292,743
241,158
Total energy consumption in TOE
The substantial increase in the consumption of energy for traction and that of company facilities relates to the inclusion within the
consolidation scope of a new rail subsidiary, Keolis Commuter Service in Boston.
-Land use (article II-2-c-1)
The Group’s activity does not have any significant impact on land use.
Concerning already urbanised areas, the use of public transport contributes to relieving traffic congestion from towns and cities.
For an identical number of passengers, the road footprint of the private car is nearly 20 times more than that of the tram and 5 times
more than that of the bus (source UITP).
4.4 Climate change
-Greenhouse gas emissions (article I-2-d-1)
Carbon dioxide emissions produced by Group activities are directly related to the energy consumption of commercial vehicles, the
Group’s leading source of emissions, and to energy use by buildings (heating, lighting).
In addition to the Greenhouse Gas (GHG) Emissions Statement issued by Keolis in 2012 and repeated in 2015 relating to article 75
of the French ‘Grenelle II’ Environment Act, methods to assess and reduce CO2 emissions have been put in place at subsidiary
level, voluntarily or in compliance with regulations. Action plans to reduce these emissions must be established and assessed locally,
particularly due to the number of contracts and the types of networks operated.
In all events, actions to reduce emissions are estimated and assessed by way of an indicator which includes the notion of trip or
traveller (CO2 emissions/trip/passenger.km). The Greenhouse Gas Emissions Statement for public transport must apply to a given
geographical zone. Modal shift from private car to public transport can thus be measured. This helps to show that public transport
is a solution to reduce global GHG emissions.
In Sweden, Keolis has three wind turbines located in three different locations. Generating 9.56 GWh per year, this new source of
renewable energy produces the equivalent of 33% of its annual electricity consumption. Keolis Sverige therefore plays its part in
improving the local energy mix.
24
Article
code
I-2-d-1
Subject of decree
2015 data
2014 data
5,751,885
671,688*
CO2 emissions from commercial
traction (excluding rail) in TCO2e
165,817
49,644
CO2 emissions from commercial
rail traction in TCO2e
59,049
28,184*
CO2 emissions of company
facilities in TCO2e
976,751
769,516
Total CO2 emissions
– greenhouse gas
emissions;
Indicator
The overall increase in the Group’s carbon dioxide emissions for 2015 can be explained by the integration of Keolis Commuter
Services in Boston and Docklands Light Railway in London.
The American subsidiary operates locomotives running on diesel which account for 30% of all rail kilometres travelled by the Group.
The British subsidiary operates electrically-powered light rail services. In this country, the electricity emission factor is high; on average ten times higher than in France.
- Adjusting to the consequences of climate change (article II-2-d-1)
Adjusting to climate change is not an immediate or major issue for the Keolis Group. As a public transport player, the Group may
offer recommendations for policy making, but is not a direct decision-maker in investments and other choices made by Public
Transport Authorities.
4.5 Protection of biodiversity
- Measures to preserve or develop biodiversity (article I-2-e-1)
The predominantly urban activity of the Group does not cause a significant impact on biodiversity. However, the experience and
know-how we have gathered throughout the world puts Keolis into a position where it can respond to biodiversity issues wherever
necessary.
25
B
Appendix 2
List of terms of office or functions performed in 2015 in other
companies by the executive officers of Keolis
Jean-Pierre FARANDOU
President / Sole Member of
the Executive Board
Chairman & CEO and
Director
Chairman of Board of
Directors
Chairman of Board of
Directors
Xavier HUBERT
GROUPE KEOLIS S.A.S.
Director
Director
Director
Director
KEOLIS
Union des Transports Publics
et Ferroviaires
(since 18/06/2015)
Orchestre National
d’Ile-de-France
Olga Damiron
Director
President / Director
Director
Michel LAMBOLEY
Director
Director
Director
Director
Director
Member of Supervisory
Board
Director
Director
KEOLIS LYON
KEOLIS S.A.
KEOLIS BORDEAUX
KEOLIS BORDEAUX METROPOLE
KEOLIS LILLE
LION / SENECA FRANCE 1
Member of Supervisory
Board
Member of the
Management Board
Managing Director
Permanent
Representative of Keolis
Director
Director
Director
Director
Director
Member of the
Supervisory Board
Director
Director
Director
Director
Director
KEOLIS
INSTITUT KEOLIS
KEOLIS RENNES
(since 10/11/2015)
Isabelle BALESTRA
Director
Director
Keolis S.A.
KEOLIS LILLE
(since 18/11/2015)
Patricia MEUNIER
EUROBUS HOLDING (Belgium)
KEOLIS ESPANA
Employee Director
CEO / Director
Arnaud VAN TROEYEN
Director
Director
KEOLIS
KEOLIS ORLEANS VAL DE LOIRE
KEOLIS RENNES
KEOLIS LILLE (until 18/11/2015)
Director
KEOLIS
STE. D’EXPLOITATION
AEROPORT ALBERT PICARDIE
AEROLIS
Director
Director
Director
STÉ D’EXPLOITATION
AEROPORT DOLE JURA
STÉ D’EXPLOITATION
AEROPORT DOLE JURA
KEOLIS LILLE
Director
KEOLIS
CIE TRANSPORTS DE
PERPIGNAN
SOCIÉTÉ AUTOMOBILES DE
PROVENCE
CIE DES TRANSPORTS
MEDITERRANEENS
KEOLIS BAIE DES ANGES
STE DES TRANSPORTS COTE
D’AZUR RIVERA
KEOLIS COTE D’AZUR
Éric PATOUX
Employee Director
Director
EFFIA (until 30/09/2015)
ONE PARK (since 14/10/2015)
KEOLIS TRANSIT AMERICA, INC
(until 01/07/2015)
3695158 CANADA INC.
(until 01/02/2015)
AUTOCARS ORLEANS EXPRESS
INC. (Canada) (until 14/04/2015)
KEOLIS NEDERLAND B.V.
Director
Director
Chief Executive
Chief Executive
Chief Executive
KEOLIS DOWNER PTY LTD
KDR VICTORIA PTY LTD
KDR GOLD COAST PTY LTD
KEOLIS DOWNER BUS AND
COACHLINES PTY LTD (Australie)
(since 10/03/2015)
KEOLIS DOWNER BUS AND
COACHLINES PROPERTY PTY
LTD (since 10/03/2015)
Director
KEOLIS
KEOLIS CHALONS EN
CHAMPAGNE
STE DES TRANSPORTS DE
L’AGGLOMERATION DE
CHAUNY
KEOLIS CHATEAU THIERRY
(until 26/06/2015)
KEOLIS CHÂTEAU THIERRY
(since 26/06/2015)
KEOLIS CHAUMONT
KEOLIS CHAUNY TERGNIER
(since 26/06/2015)
KEOLIS CHAUNY TERGNIER
(until 26/06/2015)
Marc VILLENEUVE
Employee Director
26
KEOLIS
B
B
Appendix 3
Summary of delegations of powers and authorities granted by the
general assembly of the board with regard to capital increases
Nil..
Appendix 4
Table of earnings for the past five financial years (in euros)
(Arts. 133, 135 and 148 of the Commercial Companies Decree)
2015
2014
2013
2012
2011
2010
46,851,276
46,851,276
46,851,276
46,851,276
46,851,276
46,851,276
3,904,273
3,904,273
3,904,273
3,904,273
3,904,273
3,904,273
196 787 773
186,836,372
175,946,238
166,466,450
156,170,734
155,223,584
13,568,616
14,909,693
48,656,168
33,829,455
33,497,304
63,711,712
(15,388,189 )
(15,845,019)
(10,378,714)
8,104,182
1,197,877
-327,452
-
-
-
1,916,846
-
-
37,599,518
25,151,149
38,731,482
59,750,217
45,477,141
20,490,765
-
19,130,938
19,130,938
19,130,938
19,130,938
19,130,938
7.42
7.88
15.12
6.10
8.27
16.40
9.63
6.44
9.92
15.30
11.65
5.25
4.90
4.90
4.90
4.90
4.90
1 - Capital at end of period
a) Share capital
b) number of ordinary shares
outstanding
c) Number of future shares to be
created
- by conversion of bonds
- through the exercise of
subscription rights
2 - Transactions and earnings for the period
a) Share capital
b) Earnings before tax, profit
sharing, depreciation and
provisions
c) Tax (tax credit) on profits
d) Employee profit sharing for the
year
e) Earnings after tax, profit sharing,
depreciation and provisions
f) Distributed earnings
3 - Earnings per share
a) Earnings after tax, but before
allocations to depreciation and
provisions
b) Earnings after tax and
allocations to depreciation and
provisions
c) Dividend paid on each share
(Net dividend)
4 - Staff
1,408
1,363
1,262
1,228
1,215
1,186
b) Payroll
92,565,343
90,570,432
83,312,146
78,350,555
72,169,782
74,251,465
c) Amounts paid in welfare benefits
(Social Security, company benefits,
etc.)
43,295,106
42,962,595
38,219,435
36,186,552
32,579,774
33,356,699
a) Average numbers employed
27
2.
consolidATED
FINANCIAL STATEMENTS
CONTENTS
A
Key figures for the Group. . . . . . . . . . . . . . . 30
B
Consolidated financial statements. . . . . 31
5•N
otes to the consolidated statement
of financial position. . . . . . . . . . . . . . . . . . . . . . 54
5.1 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
5.2. Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . 55
5.3 Property, plant and equipment . . . . . . . . . . . . . . . . . 56
5.4 Investments under the equity method. . . . . . . . . . . 57
5.5 Current and non-current financial assets. . . . . . . . 58
5.6 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.7 Trade and other receivables. . . . . . . . . . . . . . . . . . . . 59
5.8 Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . 59
5.9 Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.10 Financial debt and long term borrowings. . . . . . . 60
5.11 Financial assets and liabilities by category . . . . . 64
5.12 Risk management and financial derivatives . . . . 65
5.13 Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
5.14 Operating liabilities and other debt . . . . . . . . . . . . 75
6 • Other commitments not recognised
in the statement of financial position
and contractual commitments. . . . . . . . . . 76
7 • Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
8 • Related party transactions . . . . . . . . . . . . . 77
8.1 Transactions with GROUPE KEOLIS S.A.S. and
Groupe EFFIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
8.2 Transactions with joint ventures and associates. 77
8.3 Remuneration of the Group’s key managers. . . . . . . 77
9 • Post balance sheet events. . . . . . . . . . . . . . . 77
10 • Consolidation scope . . . . . . . . . . . . . . . . . . . . 78
10.1 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
10.2 Joint ventures and associates. . . . . . . . . . . . . . . . . 85
1 • Income statement. . . . . . . . . . . . . . . . . . . . . . . . . 31
2 • Statement of comprehensive income. . . . 32
3 • Statement of financial position . . . . . . . . . 33
4 • Statement of changes in equity. . . . . . . . . . 34
5 • Statement of cash flows. . . . . . . . . . . . . . . . . 35
C
otes to the consolidated financial
N
statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
1 • General information . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . .
3 • Highlights of financial year 2015 . . . . . . . .
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
36
36
38
38
38
49
50
50
50
50
51
51
Statutory auditors’ report on the
consolidated financial statements. . . . . . . . . . . 86
51
52
29
2. Consolidated financial statements
A
Key figures for the Group
Note
(€ million)
31/12/2015
31/12/2014
4,817.4
4,275.6
◗ Revenue France
2,625.3
2,602.2
◗ Revenue International
2,192.1
1,673.4
Revenue net of sub-contracting
4,637.2
4,101.3
Revenue
Recurring EBITDA
4.4
227.2
213.9
EBITDA
4.4
206.7
187.4
Recurring operating profit
4.3
56.2
67.7
Operating profit before investments under equity method
37.0
34.5
Operating profit after investments under equity method
59.4
50.5
4.4
14.8
12.0
13.6
Total equity
202.3
162.5
of which attributable to equity shareholders
150.8
141.7
Net cash flows from operating activities
108.2
141.9
Industrial investments
201.4
181.5
548.2
346.9
Profit after tax from continuing operations
Profit attributable to equity shareholders
Net financial debt (cash surplus)
1
(1) Surplus cash positions are presented in brackets
30
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
4,817.4
4,275.6
18.7
25.5
4,836.2
4,301.1
(180.2)
(174.3)
(1,596.8)
(1,451.8)
(15.0)
(13.6)
(2,820.6)
(2,458.8)
48.5
48.3
(35.6)
(21.9)
(0.1)
(4.6)
(187.9)
(163.5)
Profit/(loss) on recurring fixed asset disposals
1.3
1.4
Amortisation of grants received
6.3
5.4
Net provisions on current assets
Net depreciation and other provisions charged
56.2
67.7
Other non-recurring income
4.3
7.3
6.6
Other non-recurring expense
4.3
(24.9)
(30.4)
Depreciation and provisions on contractual rights
4.3
(1.6)
(9.4)
5.7
(5.3)
Operating profit/loss before investments under equity method
37.0
34.5
Profit/(loss) from associates
22.4
16.0
59.4
50.5
(12.3)
(8.7)
Of which depreciation of other intangible assets and negative goodwill
Operating profit/(loss) after investments under equity method
Net cost of financial borrowing
4.5
Other financial income
4.5
7.1
7.1
Other financial expense
4.5
(15.0)
(13.5)
(20.2)
(15.1)
39.2
35.4
Financial income (expense)
Profit before tax
4.7
(34.8)
(20.6)
4.4
14.8
Profit for the year
4.4
14.8
Profit/(loss) attributable to non-controlling interests
7.6
(1.3)
12.0
13.6
Taxation
Profit attributable to Group
31
2 • Statement of comprehensive income
31/12/2015
(€ million)
Profit for the year
Actuarial gains and losses on defined benefit pension schemes
31/12/2014
4.4
14.8
(0.3)
(14.0)
-
4.8
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
12.7
(0.8)
0.5
6.7
Tax on actuarial gains and losses on defined benefit pension schemes
Translation differences and others
Unrealised gains and losses on financial hedging instruments
Tax on items that may be reclassified to profit or loss
0.1
(7.8)
(0.1)
2.7
0.6
1.6
Total gains and losses recognised directly in equity
13.2
0.8
Total comprehensive income for the year
17.7
15.6
- Equity shareholders
25.2
13.7
- Non-controlling interests
(7.6)
1.9
Items that may be reclassified to profit or loss
of which attributable to:
32
3 • Statement of financial position
Assets
Note
(€ million)
31/12/2015
31/12/2014
Goodwill
5.1
267.3
233.6
Other intangible assets
5.2
203.9
149.7
Property, plant and equipment
5.3
711.3
620.5
Investments under the equity method
5.4
39.4
36.2
Non-current financial assets
5.5
181.0
149.8
Deferred tax asset
4.7
75.4
77.0
1,478.4
1,266.9
Inventories and work in progress
5.6
82.0
78.0
Trade receivables
5.7
398.1
365.6
Other receivables
5.7
430.7
367.5
Current financial assets
5.5
18.8
19.8
Cash and cash equivalents
5.8
310.6
284.7
Current assets
1,240.3
1,115.7
TOTAL ASSETS
2,718.7
2,382.5
31/12/2015
31/12/2014
Non-current assets
Liabilities
Note
(€ million)
Share capital
5.9
46.9
46.9
Reserves and premiums
5.9
91.9
81.3
Net profit/(loss) attributable to Group
5.9
Equity attributable to Group
Reserves attributable to non-controlling interests
Profit for the year attributable to non-controlling interests
Equity
12.0
13.6
150.8
141.7
59.1
19.5
(7.6)
1.3
202.3
162.5
Non-current provisions
5.13
189.3
176.9
Non-current financial debt
5.10
571.3
138.9
4.7
68.2
43.7
828.8
359.5
Deferred tax liability
Non-current liabilities
Current provisions
5.13
55.3
52.0
Current financial debt
5.10
68.2
167.7
5.8
266.4
376.9
5.14
1,297.6
1,263.9
Current liabilities
1,687.5
1,860.5
TOTAL LIABILITIES
2,718.7
2,382.5
Bank borrowings
Trade payables and other liabilities
33
4 • Statement of changes in equity
AT 31 DECEMBER 2013
Attributable to Keolis S.A. shareholders
Attributable to minority shareholders in subsidiaries
Dividends paid to Keolis S.A. shareholders
Total equity
Sub-total
Other unrecognised
gains / (losses),
latents, nets
Reserves
Share capital
(€ million)
Translation differences
Items that may be
reclassified to profit or loss
Other unrealised gains /
(losses), net, not
re-classifiable to profit or loss
RESERVES AND OTHER
46.9
46.9
-
140.0
126.7
13.3
(19.1)
(11.4)
(11.6)
0.2
-
0.3
0.3
-
(12.2)
(12.2)
-
116.7
103.2
13.5
(19.1)
163.5
150.0
13.5
(19.1)
Change in Keolis S.A. shareholdings in its subsidiaries without
losing control
OPERATIONS ATTRIBUTABLE TO KEOLIS S.A.
SHAREHOLDERS (A)
-
(2.8)
-
-
-
(2.8)
(2.8)
-
(22.0)
-
-
-
(22.0)
(22.0)
Dividends paid to minority shareholders in subsidiaries
-
(0.3)
-
-
-
(0.3)
(0.3)
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)
-
-
-
-
-
-
-
-
5.8
-
-
-
5.8
5.8
-
5.4
-
-
-
5.4
5.4
46.9
46.9
-
14.8
(2.8)
12.0
(4.6)
(8.4)
6.7
135.0
115.5
19.5
(19.1)
3.0
6.7
6.7
6.7
6.1
0.7
(4.3)
(5.6)
1.3
-
(5.1)
(5.1)
(5.1)
(5.1)
(4.9)
(4.9)
-
2.8
(0.8)
2.0
2.0
2.0
(10.2)
(10.2)
(0.1)
-
14.8
0.8
15.6
(1.0)
(5.5)
7.3
115.7
94.9
20.8
(19.1)
3.0
14.8
0.8
15.6
(1.0)
(5.5)
7.3
162.5
141.7
20.8
(19.1)
3.0
OPERATIONS ATTRIBUTABLE TO KEOLIS S.A.
SHAREHOLDERS (A)
-
(16.2)
-
-
-
(16.2)
(16.2)
Dividends paid to minority shareholders in subsidiaries
-
(0.5)
-
-
-
(0.5)
(0.5)
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
-
38.4
-
-
-
38.4
38.4
46.9
46.9
-
4.4
4.4
26.6
(4.2)
30.8
161.6
111.3
50.3
0.5
0.5
0.5
0.4
(3.8)
(5.1)
1.3
0.1
0.1
0.1
0.1
(4.8)
(4.8)
-
12.7
12.7
12.7
12.7
2.4
2.5
-
4.4
13.2
17.6
39.8
9.0
30.8
155.5
103.9
51.5
4.4
13.2
17.6
39.8
9.0
30.8
202.3
150.8
51.5
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 Keolis S.A. 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 2015
34
5 • Statement of cash flows
Note
(€ million)
31/12/2015
31/12/2014
4.3
37.0
34.5
Non-cash items
4.4
169.8
152.9
EBITDA
4.4
206.7
187.4
-
4.6
Changes in working capital
(70.6)
(32.3)
Tax paid
(28.0)
(17.8)
Elimination of provisions on current assets
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
108.2
141.9
(201.4)
(181.5)
44.5
33.9
8.1
2.5
(14.2)
(19.1)
(140.1)
(90.0)
6.5
10.9
4.7
27.2
B) Net cash from investing activities
(292.0)
(216.1)
Free cash flow
(183.8)
(74.3)
(19.6)
(19.7)
Net dividends received
31.8
13.3
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
Change in other financial debts
Other
C) Net cash from financing activities
D) Foreign exchange translation differences
Change in cash and cash equivalents (A+B+C+D)
443.7
59.3
(160.2)
(120.2)
1.3
1.1
(13.0)
(9.8)
0.1
0.1
(3.7)
(6.2)
319.1
(69.2)
1.5
3.0
136.7
(140.4)
Cash and cash equivalents at beginning of period
5.8
(92.5)
47.9
Cash and cash equivalents at end of period
5.8
44.2
(92.5)
136.7
(140.4)
Change in cash and cash equivalents
35
C
Notes to the consolidated financial statements
1 • General information
•Standards relative to the scope and method of consolidation
(IFRS 10, 11, 12, IAS 27 version IFRIC Interpretation 21 "Levies")
The activity of Keolis S.A. and its subsidiaries (“the Group”) is
multimodal passenger transport. The Group operates in 9
European countries, in Canada, Australia, the United States
(Washington, California, Florida and Virginia) and India as a licensed public service operator within public-private contracts.
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.
The company Keolis S.A., the Group’s holding company, is a
société anonyme (public limited company) 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 the Group for the financial year ended 31 December 2015 were approved by the Board
of Directors on 3 March 2016.
The financial statements of the Group are fully consolidated into
those of GROUPE KEOLIS S.A.S. which SNCF fully consolidates.
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 at 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
"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
2.2 Changes in accounting principles
Application of standards, amended standards and
interpretations that are mandatory as of 1st January 2015
36
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".
•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"
or 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.
•Limited amendments to IAS 19 "Employee Benefits"
or 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.
The Group has not applied the standards, annual improvements,
amendments to standards and interpretations that have not
been adopted by the European Union.
or 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 shortterm 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"
or 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"
or 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 become mandatory for the 2018 and ensuing annual
periods, subject to being adopted by the European Union.
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 explanation for the expression "elsewhere in the interim financial report".
37
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 post-acquisition movements in reserves is recognised in reserves. Post-acquisition 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, and up to the date on which the Group lost
control.
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.
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.
Exclusive control exists when Keolis S.A. 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
2.4.2 Translation of transactions and financial statements
of foreign companies
The Group’s consolidated financial statements are prepared in
38
euros, which is the functional and reporting currency of the
parent.
the income statement.
Commitments linked to earn-out clauses are measured at their
fair value on the acquisition date.
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 the financial statements of foreign
companies
The financial statements of consolidated foreign subsidiaries,
whose functional currency is different from the euro which is the
reporting currency, 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”.
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.
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.
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.
The goodwill recognised for an associate is included in the value
of the investment in it under “Investments under the equity
method”, in the statement of financial position.
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).
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.
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.
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
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).
Negative goodwill is recognised in the income statement on the
date of acquisition.
Acquisition costs are expensed in the year.
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.
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 in
39
These purchase commitments (firm or conditional) of non-controlling interests do not transfer risks and benefits. They are recognised in financial debts against a reduction of these earnings
attributable to non-controlling interests.
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.
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 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.
For those issued before that date, the change in valuation will be
booked against the associated goodwill.
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.
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. 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.
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.
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).
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”):
◗ the “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
an unconditional right to receive cash or other financial asset,
either directly or indirectly through guarantees given by the
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.
However, certain contracts may include a payment commitment
from the grantor which partially covers the investment, with the
40
balance covered through fees charged to users.
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.
In this case, the amount guaranteed by the grantor is recognised
as a financial asset and the balance as an intangible asset.
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.
Given the nature of the Group’s business, the activities of the
different subsidiaries do not include holding investment property
assets.
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.
Subsequent expenditure
Subsequent expenditure incurred in replacing property, plant or
equipment is recognised under PPE only if it satisfies the foregoing general criteria and qualify as components.
Otherwise, this expenditure is recognised in the income statement as incurred.
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.
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.
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.
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
purchase or production cost and all the costs directly incurred
in making them usable.
41
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.
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.
Recognition of operating leases
Payments made under operating lease agreements are recognised as expenses in the income statement.
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.
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.
This allocation must not result in the carrying amount of an individual asset being lower than its fair value, value in use or zero.
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 residual
value, if any, is spread systematically over the remaining useful
life.
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
42
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).
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.
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”.
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.
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.
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 is 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.
This category includes operating receivables, deposits and
guarantees, loans and concession financial assets.
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.
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 available
for sale financial assets are sold, or if there is an objective indication of impairment of these assets, any changes in fair value
that have been recognised directly in equity are transferred to
2.4.13 Cash and cash equivalents
This item includes cash, sight deposits and other short-term
43
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.
2.4.15 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.
2.4.14 Corporate income tax
Keolis S.A. and its French subsidiaries are part of the tax perimeter of its parent company GROUPE KEOLIS S.A.S. Other tax
consolidation regimes also exist in Europe and in the USA. The
effect of these regimes is recognised in the income statement.
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.
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.
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.
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.
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.
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.
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.
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.
Deferred tax assets and liabilities are not discounted.
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.
The changes in fair value of derivative financial instruments that
are not eligible for hedge accounting are recognised under financial income/(expense).
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 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.
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,
44
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.
◗ 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%.
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 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 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 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);
◗ changes in the time value of all derivative financial instruments;
◗ option premiums.
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
indexation included in the contracts signed by Keolis S.A. 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.
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 - other comprehensive income). The other
items are recognised as financial income/(expense):
45
Management’s objective for commodity risk management is to
defend the prices indexed under the contracts.
of its staff. In substance, the actuarial and investment risks lie
with the Group.
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:
◗ pension 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.
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.
recognised under cash flow hedges are entirely recognised
within equity (OCI). The other items are recognised as financial
income/(expense):
◗ the contango/backwardation component, corresponding to
the price difference between the forward price for swaps (or
exercise price for options) and the spot price;
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 Keolis S.A., which is measured on a perpetuity basis.
2.4.17 Provisions
Provisions for pension and post-employment
commitments (IAS19 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
pay, annuity revaluations and the discounted value of payable
sums. The specific assumptions for each plan take local economic and demographic factors into account.
(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
employees their entitlements. Hence, once the contributions are
paid, no liability is reported in the Group’s financial statements.
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.
(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
46
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.
formalised plan or has been started prior to the reporting date.
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 offset 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 event of long payment delays, the suppliers’ debt is discounted.
Other payables include deferred revenues, corresponding to
income received for services not yet provided, and investment
grants not yet credited in the income statement.
In the income statement, the cost of service earned during the
financial year is included in the operating profit.
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.
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
Furthermore, the Group has implemented a long-term employee
retention scheme.
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.
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.
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.
In the context of its activity, the Group is generally subject to a
contractual obligation to carry out multiyear heavy maintenance
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.
Revenues include fees from value added services arising from
the Group’s knowhow. These activities (excluding transportation)
mainly relate to the management of airports and bike rental.
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.
In cases of restructuring, an obligation is accrued in so far as the
restructuring has been announced and is the object of a detailed
47
◗ profit or loss from divestments of holdings which lead to a
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%.
change in the method of consolidation as well as, where applicable, the revaluation effects of retained non-controlling interests.
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.
Recurring EBITDA corresponds to EBITDA less material nonrecurring items.
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.
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 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.
Financial income includes income from deposits of cash or cash
equivalents and dividends received from non-consolidated companies.
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.
All interest on borrowings is recognised as a financial expense
as and when incurred.
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.
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 startup costs in a new country or zone, and to other
items that are by their nature non-recurring.
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.
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
non-controlling interests previously acquired in the case of an
acquisition in stages;
◗ subsequent earn-outs;
48
3 • Highlights of financial year 2015
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 100 km of Adelaide (South Australia);
Hornibrook, providing timetabled route and school bus services
in the suburbs of Brisbane (Queensland).
49
4 • Notes to the consolidated income statement
4.1 Staff costs
Staff costs
(€ million)
Wages and social charges
31/12/2015
31/12/2014
(2,367.8)
(2,173.6)
(61.4)
(61.1)
Taxes on remuneration
Other staff expenses
(1)
Total
(391.4)
(224.1)
(2,820.6)
(2,458.8)
31/12/2015
31/12/2014
2,012
1,769
(1) Other staff expenses include incentive schemes and profit sharing.
Average number of employees
Managers
6,165
5,919
Clerical and manual employees, drivers
45,089
42,143
Total
53,266
49,831
Supervisory and technical staff
The average 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 €48.0 million in 2015, compared to € 48.1 million in 2014.
4.3 Operating profit
(€ million)
31/12/2015
31/12/2014
56.2
67.7
(12.4)
(15.6)
0.5
1.0
(1.6)
(9.4)
Non-recurring costs of offensive bids
Profit/(loss) on non-recurring fixed asset disposals
Amortisation of contractual rights and trademarks
(1)
(5.7)
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)
(19.2)
(33.2)
37.0
34.5
(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.
50
4.4 EBITDA calculation
31/12/2015
(€ million)
37.0
34.5
187.9
163.5
Operating profit
31/12/2014
11.8
1.6
Depreciation and provisions on non-recurring items
◗ Including amortisation of contractual rights and trademarks
7.3
◗ Including Belgium negative goodwill and KTA goodwill depreciation
(5.7)
4.1
5.3
(6.3)
(5.4)
Reversals of operating provisions utilised on recurring items
(9.2)
(10.3)
Reversals of provisions utilised on non-recurring items
(2.3)
(4.2)
Profit/(loss) on non-recurring fixed asset disposals
(0.5)
(1.0)
(1.3)
(1.4)
206.8
187.4
Profit/(loss) on fixed asset disposals
EBITDA
20.5
26.6
227.2
213.9
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
(8.7)
(12.3)
Net cost of financial debt
(13.6)
◗ of which Cost of gross financial debt
(9.9)
1.3
◗ of which Income from cash and cash equivalents
1.2
7.1
7.1
Other financial income and charges
(13.5)
(15.0)
Other financial charges
(5.5)
◗ of which foreign exchange impact
(1.0)
(20.2)
(15.1)
(€ million)
31/12/2015
31/12/2014
Govia (UK)
12.4
5.7
First / Keolis Transpennine (UK)
9.4
10.1
Other associates (France)
0.8
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
51
4.7 Taxation
31/12/2015
31/12/2014
Current tax expense
(34.5)
(35.3)
Tax payable for the period
(34.2)
(35.9)
(€ million)
Adjustments in respect of prior years
(0.3)
0.6
Deferred tax income
(0.3)
14.6
Deferred tax for the period
(0.3)
17.7
Impairment loss on deferred tax asset
Tax expense for the year
-
(3.1)
(34.8)
(20.6)
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).
In reality, this rate of 38% will not 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 %
In € million
Profit for the year
Taxation
In %
In € million
4.4
14.8
(22.4)
(16.0)
34.8
20.6
16.8
Profit before tax and before profit/loss from associates
Legal rate of taxation in France
31/12/2014
19.4
34.43%
(5.8)
34.43%
(6.7)
-13.08%
2.2
3.59%
(0.7)
Effect of reduced rates and changes in tax rates
5.34%
(0.9)
-4.73%
1.0
Adjustment in respect of tax for prior years
1.60%
(0.3)
-3.18%
0.6
French / foreign taxation rate differentials
Other permanent differences
Crédit d’Impôt Compétitivité Emploi
39.80%
(6.7)
17.13%
(3.3)
-98.54%
16.5
-85.27%
16.6
47.02%
(7.9)
37.69%
(7.3)
Unrecognised deferred tax assets
190.81%
(31.9)
106.44%
(20.7)
Effective rate of taxation
207.39%
(34.8)
106.10%
(20.6)
Effect of direct taxation (CVAE)
Unrecognised deferred tax assets in 2015 mainly relate to North America and Germany.
Deferred tax included within non-current assets and liabilities breaks down as follows:
(€ million)
31/12/2015
31/12/2014
75.4
77.0
Less than one year
14.7
9.2
More than one year
60.7
67.9
Deferred tax assets
(68.2)
(43.7)
Less than one year
(15.2)
(7.8)
More than one year
(53.0)
(35.9)
Deferred tax liabilities
52
Unused losses amounted to €508 million at 31 December 2015
of which €367.7 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 €114.1
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)
33.3
Opening balance on 1 January 2015
-
Recognised in equity
(0.3)
Recognised in profit for the year
(27.3)
Effect of consolidation scope changes
Foreign exchange translation difference and other movements
1.4
Closing balance on 31 December 2015
7.2
Net position
(€ million)
14.8
Opening balance on 1 January 2014
7.6
Recognised in equity
Recognised in profit for the year
14.6
Effect of consolidation scope changes
(5.2)
1.5
Foreign exchange translation difference and other movements
33.3
Closing balance on 31 December 2014
Net deferred taxes by type are as follows:
(€ million)
Purchase accounting asset revaluations
Staff benefits
Tax losses
Other
Closing balance on 31 December
53
31/12/2015
31/12/2014
(52.2)
(33.2)
45.8
40.7
33.7
34.5
(20.1)
(8.5)
7.2
33.3
5 • Notes to the consolidated statement of financial position
5.1 Goodwill
Changes in carrying amount
(€ million)
At 1 January 2015
Acquisitions (1)
Australia
UK
North
America
Total
106.3
-
-
31.8
233.6
0.1
38.8
-
-
39.3
France
Continental
Europe
95.6
0.4
Disposals
-
-
-
-
-
-
Impairment loss for the period
-
-
-
-
-
-
Foreign exchange translation differences
and others
(3.0)
(2.2)
(1.9)
-
1.5
(5.6)
At 31 December 2015
92.9
104.2
36.9
-
33.3
267.3
Of which gross value
93.3
104.2
37.2
-
43.7
278.4
Of which accumulated amortisation and
impairment charges
(0.4)
-
(0.2)
-
(10.4)
(11.1)
(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.
France
Continental
Europe
Australia
UK
North
America
Total
At 1 January 2014
84.6
103.4
-
-
34.0
222.1
Acquisitions
12.1
5.2
-
-
-
17.3
Disposals
-
-
-
-
-
-
Impairment loss for the period
(€ million)
-
-
-
-
(5.3)
(5.3)
Foreign exchange translation differences and
others
(1.2)
(2.3)
-
-
3.1
(0.4)
At 31 December 2014
95.6
106.3
-
-
31.8
233.6
96.0
106.3
-
-
41.8
244.1
Of which accumulated amortisation and
impairment charges
(0.4)
-
-
-
(10.0)
(10.5)
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
cash-generating units.
A 0.5 point increase in the discount rate leaves a positive margin
between the value in use and the carrying amount of cashgenerating 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.
54
5.2 Other intangible assets
Software
Trademarks
Contractual
rights
Other
Total
At 1 January 2015
34.3
4.1
36.6
74.6
149.7
Acquisitions
13.8
-
-
35.9
49.7
(€ million)
(9.8)
-
-
(1.4)
(11.2)
(17.1)
(0.3)
(7.7)
(17.4)
(42.6)
Changes in reporting scope
(0.1)
-
68.8
-
68.7
Foreign exchange translation
differences and other movements
11.7
0.5
(1.6)
(21.0)
(10.4)
At 31 December 2015
32.7
4.3
96.1
70.7
203.9
107.0
5.9
124.2
166.9
404.0
Of which cumulative depreciation
and impairment losses
(74.3)
(1.6)
(28.1)
(96.2)
(200.2)
Software
Trademarks
Contractual
rights
Other
Total
At 1 January 2014
29.7
3.9
32.8
52.6
119.0
Acquisitions
14.7
-
0.2
25.7
40.5
-
-
-
(0.1)
(0.1)
(16.0)
(0.3)
(3.7)
(14.7)
(34.7)
-
-
6.1
-
6.2
5.9
0.5
1.2
11.2
18.8
34.3
4.1
36.6
74.6
149.7
102.8
5.4
56.9
153.5
318.6
(68.5)
(1.3)
(20.3)
(78.9)
(168.9)
Assets disposed of and scrapped
Amortisation
(€ million)
Amortisation
At 31 December 2014
55
29.2
426.4
24.9
67.5
620.5
11.3
10.1
123.3
9.0
18.4
174.6
(1.8)
(3.1)
(1.4)
(20.8)
(0.7)
(6.4)
(34.1)
Depreciation
(1.7)
(9.2)
(8.7)
(92.6)
0.1
(16.7)
(128.8)
Changes in reporting scope (1)
4.9
0.1
-
62.4
-
2.2
69.4
8.5
32.0
4.8
(9.4)
(17.9)
(8.3)
9.7
At 31 December 2015
37.8
78.1
34.1
489.2
15.5
56.7
711.4
45.2
152.5
95.7
1,133.4
15.5
156.2
1,598.5
(7.4)
(74.4)
(61.5)
(644.2)
-
(99.5)
(887.1)
Other
Buildings
Total
47.0
2.4
PPE under
construction
25.5
Acquisitions
Transport
equipment
At 1 January 2015
Equipment
and tooling
(€ million)
Land &
Developments
5.3 Property, plant and equipment
30.2
379.1
20.4
60.2
558.1
10.7
6.7
116.3
11.8
24.5
173.7
(3.0)
(0.9)
(0.3)
(26.3)
(0.4)
(1.1)
(31.8)
Depreciation
(1.0)
(6.9)
(7.8)
(84.6)
-
(16.6)
(116.9)
-
0.7
-
35.3
-
1.0
37.0
-
0.9
0.4
6.6
(7.0)
(0.5)
0.5
At 31 December 2014
25.5
47.0
29.2
426.4
24.9
67.5
620.5
30.8
110.6
85.9
1,048.3
25.0
154.2
1,454.8
(5.3)
(63.6)
(56.6)
(621.9)
(0.1)
(86.7)
(834.3)
Other
Buildings
Total
42.6
3.8
PPE under
construction
25.6
Acquisitions
Transport
equipment
At 1 January 2014
Equipment
and tooling
(€ million)
Land &
Developments
(1) Mainly relates to contractual rights acquired in Australia (ATE).
Finance leases
At 31 December 2015, finance leased assets included within assets in the statement of financial position comprised:
Transport
equipment
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
(€ million)
Total finance leased fixed assets
Schedule of minimum finance lease payments
(€ million)
Principal
Interest
Finance lease payments
5.3
7.7
4.5
17.5
31.4
85.6
24.1
141.1
56
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
36.2
23.5
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
(1.2)
1.0
(31.6)
(12.9)
Depreciation
Dividends paid
Changes in consolidation scope & other
At 31 December
0.6
0.2
39.4
36.2
(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:
Total associates
Others
First / Keolis
Transpennine
Govia & subsidiaries
Total associates
31/12/2014
Others
First / Keolis
Transpennine
(€ million)
Govia & subsidiaries
31/12/2015
Non-current assets
38.1
1.8
NA
NA
47.9
2.8
NA
NA
Net WCR
31.8
25.4
NA
NA
7.5
29.2
NA
NA
Equity
67.8
27.3
NA
NA
55.4
32.0
NA
NA
35.5
20.8
NA
NA
16.4
22.5
NA
NA
◗ Incl. Net profit
2.0
(0.1)
NA
NA
-
-
NA
NA
Net assets
67.8
27.3
NA
NA
55.4
32.0
NA
NA
Percentage owned
35%
45%
-
-
35%
45%
-
-
-
-
-
-
-
-
-
-
23.7
12.3
3.4
39.4
19.4
14.4
2.4
36.2
Goodwill
-
-
-
-
-
-
-
-
Other
-
-
-
-
-
-
-
-
23.7
12.3
3.4
39.4
19.4
14.4
2.4
36.2
Reconciliation of financial data with value of
investments under equity method:
Group share of net assets
Net book value of investments
57
Deposits and
guarantees
7.5
37.8
29.4
0.2
125.4
200.2
Impairment
-
(0.3)
-
-
-
(0.3)
Total
Securities available
for sale
Gross value
(€ million)
Derivative assets
Loans and
receivables
Concession financial
assets
5.5 Current and non-current financial assets
0.2
125.4
199.9
18.5
0.2
-
18.8
◗ More than one year
7.3
37.5
10.8
-
125.4
181.0
Securities available
for sale
Deposits and
guarantees
8.4
23.3
32.4
(€ million)
Total
29.4
-
Concession financial
assets
37.5
0.2
Net value
Derivative assets
7.5
◗ Less than one year
Loans and
receivables
At 31 December 2015
At 31 December 2014
Gross value
0.1
106.1
170.1
-
(0.3)
-
-
-
(0.3)
8.3
23.0
32.3
0.1
106.1
169.7
◗ Less than one year
0.1
-
19.7
0.1
-
19.8
◗ More than one year
8.2
23.0
12.6
-
106.1
149.8
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
31/12/2015
31/12/2014
Gross inventories
86.4
82.5
Provisions
(4.4)
(4.4)
Net inventories
82.0
78.0
(€ million)
58
5.7 Trade and other receivables
31/12/2015
31/12/2014
400.4
367.6
8.1
8.0
Amortisation of accounts receivable
(10.3)
(10.0)
Trade receivables
398.1
365.6
4.2
6.9
237.4
180.6
24.1
21.2
166.3
159.8
(1.3)
(1.1)
430.7
367.5
(€ 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)
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.
31/12/2015
31/12/2014
285.2
218.7
25.4
66.0
310.6
284.7
(266.4)
(377.1)
44.2
(92.5)
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
made by GROUPE KEOLIS S.A.S.
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 €27.4 million at 31 December 2015 versus €23.6 million at
31 December 2014.
59
5.9 Equity
Share capital and share premium
At 31 December 2015, the share capital was €46.9 million, comprising 3,904,273 ordinary shares with a nominal value of 12 euros
each. No diluting instrument was issued during the financial year ended 31 December 2015.
The Group’s borrowing contracts do not include any mandatory gearing ratio clauses.
Treasury shares
At 31 December 2015, Keolis S.A. held no treasury shares and was not a party to any purchase or sale option relating to Keolis
S.A. shares.
Distributable reserves and earnings
At 31 December 2015, Keolis S.A. held distributable reserves and earnings of €94.0 million and €37.6 million respectively.
Non-controlling interests
At 31 December 2015, non-controlling interests amounted to €51.5 million as against €21.7 million at 31 December 2014.
The main non-controlling interests are Keolis Commuter Services LLC, Keolis Downer and KDR Victoria Pty Ltd.
Foreign exchange translation reserve
During 2015, the foreign exchange translation reserves increased by €0.5 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
Norwegian 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
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.
60
Financial debt breakdown by type
At 31 December 2015
Amounts in the
statement of financial
position
Term
Rates
Finance leasing
2.8
2016
Variable rates
Finance leasing
23.4
2016
Fixed rates
Derivatives
0.3
2016
-
Loans
3.1
2016
Fixed rates
Loans
38.6
2016
Variable rates
Subtotal, less than 1 year
68.2
(€ million)
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
425.9
2017-2021
Variable rates
Subtotal, more than 1 year
571.3
TOTAL
639.5
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
1.6
-
-
(€ million)
Derivatives
Loans
1.8
2015
Fixed rates
Loans
138.5
2015
Variable rates
167.8
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
9.0
2015-2018
Fixed rates
28.6
2015-2018
Variable rates
-
Derivatives
Loans
Loans
138.9
TOTAL
306.7
61
Financial debt breakdown by maturity
Maturity
2020
After
2020
Total
16.6
9.6
19.6
123.7
7.4
386.0
23.1
515.9
24.1
395.6
42.7
639.5
(€ million)
2016
2017
2018
2019
Finance leasing
26.2
26.7
24.8
Other liabilities
42.0
26.6
30.8
Total
68.2
53.3
55.6
Financial debt breakdown by currency
At 31 December 2015
At 31 December 2014
334.6
97.2
Canadian dollar
51.3
53.9
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
-
-
639.5
306.7
(€ million)
Euro
Norwegian crown
TOTAL
62
Mandatory financial ratios
Contracts held by Keolis S.A. do not require compliance with any specific financial ratios.
The Group’s contracts, and those of its subsidiaries, 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.
4.2
(0.4)
7.8
26.2
-
-
-
-
-
31/12/2015
(16.8)
-
Other
5.4
-
Decrease
25.9
Increase
Impact of exchange
rate
Finance leasing
31/12/2014
(€ million)
Changes in
reporting scope
Statement of changes in financial debts
1.6
-
-
-
-
(1.2)
0.3
Loans
140.3
6.6
(124.4)
0.8
1.8
16.6
41.7
167.8
12.0
(141.2)
5.0
1.4
23.2
68.2
Derivatives
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
-
-
-
-
-
-
-
Derivatives
37.6
437.9
(0.1)
3.9
-
(15.5)
463.7
138.9
465.1
(19.1)
10.4
(1.8)
(22.2)
571.3
TOTAL
306.7
477.1
(160.3)
15.4
(0.4)
1.0
639.5
Loans
63
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
-
37.5
-
-
37.5
Other non-current financial assets
-
-
-
143.5
143.5
Trade receivables
-
-
-
398.1
398.1
Other receivables
-
-
-
430.7
430.7
-
-
0.2
18.7
18.8
25.4
-
-
285.2
310.6
ASSETS
25.4
37.5
0.2
1,276.3
1,339.3
-
-
-
571.3
571.3
-
-
0.3
67.9
68.2
Bank borrowings
-
-
-
266.4
266.4
Customer deposits and advances received
-
-
-
34.5
34.5
Trade and other payables
-
-
-
492.7
492.7
Other current operating liabilities
-
-
6.4
764.0
770.4
LIABILITIES
-
-
6.8
2,196.8
2,203.6
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
-
-
37.5
37.5
Other receivables
-
-
-
-
-
0.2
-
0.2
25.4
-
-
25.4
ASSETS
25.4
0.2
37.5
63.0
-
0.3
-
0.3
Other current operating liabilities
-
6.4
-
6.4
LIABILITIES
-
6.8
-
6.8
64
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;
◗F
oreign exchange risk;
◗C
ommodities risk.
As at 31 December 2015, the Group held derivative instruments:
◗e
ligible for hedge accounting and recognised as cash flow hedges (CFH), or as net investment hedges (NIH);
◗o
r 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:
Hedge accounting
Fair value at
31/12/2014
Interest rates
CFH
(0.2)
-
Interest rates
Trading
-
-
(0.2)
Underlying
asset
Latent
financial
income/
(expense)
Other comprehensive income
account (OCI)
(reclassifiable as income)
(€ million)
Total Interest
rates
Change (3)
Fair value at
31/12/2015
0.2
-
0.1
-
-
-
-
0.2
-
0.1
Change (1) Reclassified (2)
Currency
NIH
-
-
-
-
-
Currency
Trading
(1.3)
-
-
1.1
(0.2)
(1.3)
-
-
1.1
(0.2)
Commodities
CFH
(6.5)
(4.2)
4.9
(0.5)
(6.3)
Commodities
Trading
Total currency
(0.2)
-
-
-
(0.2)
Total
Commodities
(6.8)
(4.2)
4.9
(0.4)
(6.5)
Total
(8.3)
(4.2)
5.1
0.7
(6.6)
(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 €0.2 million on financial income / (expense)
(3) Changes in market values that have 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)
Interest rates
Underlying
Hedge accounting
CFH
Interest rates
Trading
Total Interest rates
Financial result obtained
Change
-
Change
(0.2)
-
(1.1)
-
(1.3)
Currency
NIH
-
-
Currency
Trading
-
(9.6)
-
(9.6)
Total currency
Commodities
CFH
(6.6)
(0.3)
Commodities
Trading
-
(0.3)
Total Commodities
(6.6)
(0.6)
Total
(6.6)
(11.5)
65
Derivative instruments are recognised in the statement of financial position at their fair value for the following amounts:
(€ million)
At 31 December 2015
At 31 December 2014
Assets
Liabilities
Assets
Liabilities
0.2
0.1
-
0.2
Currency instruments
-
0.3
-
1.4
Commodities instruments
-
6.5
-
6.8
0.2
6.9
-
8.4
Interest rate instruments
Total
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
471.3
186.7
Fixed rate
158.7
109.6
Financial debt and long term borrowings adjusted
for accrued interest
630.0
296.3
Variable rate cash and cash equivalents
(€ million)
(44.2)
92.2
Fixed rate cash and cash equivalents
-
-
(44.2)
92.2
Accrued interest receivable
(0.1)
(0.1)
Loans and receivables
(7.4)
(8.3)
(29.4)
(32.3)
(0.2)
(0.1)
Deposits and guarantees
Derivative assets
Profit sharing
Net financial debt
(0.6)
(0.9)
548.2
346.8
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 €2.4 million (excluding accrued interest, derivatives and amounts owed to non-controlling
shareholders) and in parallel would have generated financial income on cash and cash equivalents by €0.2 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 €0.2 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 have increased the annual cost of debt by €1.9 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 have reduced the annual cost of debt by €1.9 million.
66
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
0.2
0.1
-
0.2
Interest rate instruments:
◗ Cash flow hedges
◗ Trading
Total
-
-
-
-
0.2
0.1
-
0.2
The nominal amounts and fair values of the derivative financial instruments are as follows:
At 31 December 2015
(€ million)
Nominal
Fair Value
55.0
0.1
Purchases of options
-
-
Collars
-
-
Rate swaps
Sales of options
TOTAL
-
-
55.0
0.1
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)
Impact OCI (reserves reclassifiable as income)
Impact financial income/(expense)
Valuation
Market rate -0.5%
Market rate +0.5%
(2.3)
2.3
-
-
(2.3)
2.3
All of the interest rate derivative financial instruments held at 31 December 2015 mature between 2016 and 2023.
67
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 derivative financial instruments held by the Group are considered trading instruments under IAS 39.
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
Currency instruments:
◗ Net investment hedges
-
-
-
-
◗ Trading
-
0.3
-
1.4
-
0.3
-
1.4
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)
68
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
At 31 December 2014
Assets
Liabilities
Assets
Liabilities
◗ Cash flow hedges
-
6.3
-
6.5
◗ Trading
-
0.2
-
0.2
-
6.5
-
6.8
(€ million)
Derivative financial instruments on
commodities
Total
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
(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
Swaps
Tunnels
◗ Cap purchases and floor sales
◗ Floor sales
Total
1,950
1,950
-
46,082
40,782
5,300
Counterparty risk
The transactions generating a potential counterparty risk for the Group are as follows:
◗ cash deposits;
◗ derivative financial instruments;
◗ trade receivables.
69
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.
These categories are defined based on criteria specific to banks (rating) or Keolis (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
◗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)
(1.9)
(12.6)
(5.5)
Debt expense
(0.3)
(0.2)
(0.3)
(0.1)
(0.1)
(0.1)
-
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.
The forward Euribor 1 month/3 months interest rates at 31 December 2015 used to calculate interest charges are as follows:
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.
70
5.13 Provisions
Analysis by type
At 31 December 2014
At 31 December 2015
(€ million)
More
than a
year
127.8
Less
than a
year
6.3
Other employee benefits
30.9
0.9
Employment and tax risks
11.9
Pensions
Losses on contract termination and loss-making
contracts
Contract fines
Major repairs and maintenance
Less
than a
year
2.4
119.2
31.8
30.1
0.9
31.0
16.1
28.0
13.3
16.5
29.8
2.6
2.4
5.0
4.0
2.6
6.6
-
2.9
2.9
-
1.9
1.9
8.6
24.9
33.5
6.2
26.2
32.4
Total
7.6
1.8
9.4
6.5
1.5
8.0
189.4
55.3
244.7
176.9
52.0
228.9
Other
Total
134.1
More
than a
year
116.8
Total
Movements during the financial year
(€ million)
At 1 January
2015
Charges
Reversals
Changes in
reporting
scope
At 31
December
2015
Other
movements
119.2
23.0
(9.0)
0.4
0.4
134.1
31.1
2.3
(1.4)
-
(0.2)
31.8
Employment and tax
risks
Losses on contract
termination and lossmaking contracts
29.7
6.4
(8.5)
0.1
0.3
28.0
6.6
5.0
(6.6)
-
-
5.0
1.9
2.9
(1.9)
-
-
2.9
32.4
5.5
(4.3)
-
(0.2)
33.5
8.0
6.3
(4.9)
0.1
(0.2)
9.4
228.9
51.4
(36.6)
0.6
0.1
244.7
Pensions
Contract fines
Major repairs and
maintenance
Other
Total
(€ million)
At 1 January
2014
Charges
Reversals
Changes in
reporting
scope
At 31
December
2014
Other
movements
103.3
8.8
(7.3)
-
14.4
119.2
14.2
2.5
(0.7)
-
15.1
31.1
Employment and tax
risks
Losses on contract
termination and lossmaking contracts
22.7
14.7
(7.3)
-
(0.4)
29.7
10.4
0.6
(5.2)
0.8
-
6.6
2.6
1.9
(2.6)
-
-
1.9
29.5
5.7
(2.9)
-
0.1
32.4
8.6
4.4
(4.9)
-
(0.1)
8.0
191.3
38.6
(30.9)
0.8
29.1
228.9
Pensions
Contract fines
Major repairs and
maintenance
Other
Total
71
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
134.1
119.1
Commitments recorded in the statement of
financial position
Pensions and other post-employment benefits
31.8
31.0
165.9
150.1
158.7
142.9
7.2
7.5
Total
Of which:
◗ Non-current
◗ 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
-
1.4
-
1.6
0.1
5.3
0.2
5.9
-
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%
137.3
8.3
1.9
discount rate (basic assumption)
134.1
8.1
2.2
discount rate plus 0.25%
130.5
7.9
2.4
(€ million)
72
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
131.6
121.2
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
9.7
6.2
141.3
127.4
(7.2)
(8.1)
134.1
119.3
Analysis of changes in liabilities and assets
The net present value of the liabilities comprises:
31/12/2015
31/12/2014
127.5
110.8
Service cost
7.0
5.9
Financial cost (including Franchise Adjustment)
1.9
2.9
(9.3)
(7.5)
-
-
(€ million)
Net present value of liabilities at 1 January
Benefits paid
Employee contributions
14.1
0.1
0.7
14.6
Foreign exchange translation difference
(0.6)
0.3
Effect of changes in consolidation scope
(0.1)
0.3
Changes in pension schemes
Actuarial gains/(losses)
-
-
141.3
127.4
31/12/2015
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
Employee contributions
Effect of reductions and pension scheme settlements
Net present value of liabilities at 31 December
The fair value of the assets comprises:
(€ million)
-
-
Benefits paid
(0.9)
(0.9)
(0.5)
0.3
Effect of changes in consolidation scope
-
-
Effect of reductions and pension scheme settlements
-
-
7.2
8.1
Fair value of pension plan assets at 31 December
73
The following are the actuarial gains and losses both in the light of experience and due to changes in actuarial assumptions:
31/12/2015
31/12/2014
(1.5)
11.7
Losses/(gains) in the light of experience
2.2
2.2
Actuarial losses/(gains) for the year
0.7
13.9
(€ million)
Impact of changes in assumptions
The following is the geographical breakdown of the liabilities and assets:
At 31 December 2015
(€ million)
France
Present value of the liabilities
Net Present Value of net obligations
Canada
Total
133.7
7.6
141.3
(0.2)
(7.0)
(7.2)
133.5
0.6
134.1
31/12/2015
31/12/2014
7.0
5.9
Benefit cost for the financial year
The cost of benefits recognised in the income statement breaks down as follows:
(€ million)
Service cost
1.9
2.9
Expected return on assets
(0.3)
(0.3)
Depreciation of past service costs
14.1
0.1
-
-
22.7
8.6
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
(€ million)
Opening provision at 1 January
31/12/2015
31/12/2014
119.4
103,4
-
0.3
Benefit cost for the financial year
22.7
8.6
Used (Benefits / Contributions paid)
(8.6)
(6.9)
0.7
13.9
(0.1)
-
134.1
119.4
Newly consolidated companies
Provision charged to/(reversed from) equity
Foreign exchange translation differences and other changes
Closing provision at 31 December
74
The cumulative movements in charges/(reversals) recognised directly in equity are as follows:
(€ million)
31/12/2015
31/12/2014
38.3
24.3
0.7
13.9
Cumulative opening balance of charges/(reversals)
Actuarial (gains) / losses for the year
Foreign exchange translation differences and other changes
(0.2)
-
Cumulative closing balance of charges/(reversals)
38.8
38.3
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
141.3
127.5
111.6
113.9
(7.2)
(8.1)
(7.5)
(8.7)
134.1
119.4
104.1
105.2
2.2
2.3
(3.8)
1.1
Adjustments related to experience
Description of commitments and actuarial assumptions
Other employee benefits mainly 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 movements in obligations
(€ million)
01/01/2015
Charge
Reversals
exch
Change in Foreign
transl.
diff
& 31/12/2015
scope
other
16.6
France – long service awards
15.7
1.8
(0.9)
USA – healthcare expenses of early-retired
employees
15.4
0.6
(0.5)
-
(0.2)
15.3
Total
31.1
2.4
(1.4)
-
(0.2)
31.9
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
Payables to PPE suppliers
At 31 December 2014
34.5
58.4
493.4
481.4
23.0
33.6
459.8
440.0
Central government and local authorities
92.9
67.9
Deferred income
97.3
95.4
Payables to staff
Other
Total
75
96.7
87.3
1,297.7
1,263.9
6 • Other commitments not recognised in the statement of
financial position and contractual commitments
At 31 December 2015
(€ million)
Unutilised credit lines
Guarantees given to secure debt
Guarantees given for operating commitments
Securities provided
Total commitments made and guarantees given,
excluding operating leases
At 31 December 2014
8.6
8.1
44.3
42.1
666.4
640.6
-
-
710.7
682.7
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:
At 31 December 2015
At 31 December 2014
Less than one year
158.8
162.3
One to five years
408.6
449.2
More than five years
131.0
149.5
Total
698.5
761.0
(€ million)
Future commitments linked to leases primarily relate to the rental of transport equipment and buildings. They comprise €436.1
million internationally and €262.4 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.
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.
76
7 • Disputes
There are no outstanding advances or credit facilities extended to
members of the Group’s management or executive committees.
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.
9 • Post balance sheet events
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.
Access to GROUPE KEOLIS S.A.S.’ syndicated loan
On 20 February 2016, Keolis S.A. became an additional borrower on the €900 million syndicated loan contracted by
GROUPE KEOLIS S.A.S. on 12 July 2013. This modification
enables Keolis S.A. to reinforce its liquidity and its borrowing
capacity though direct access to an external source of finance
whilst benefitting from the guarantee of GROUPE KEOLIS S.A.S.
relating to the possible use of this line of credit.
The main characteristics of this syndicated loan, following
amendments made on 11 June 2015 are:
◗ a maximum amount of €900 million,
◗ a maturity on 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.
8 • Related party transactions
At 31 December 2015 the undrawn amount on this syndicated
loan stood at €300 million.
Keolis S.A. capital increase
On 3 March 2016, Keolis S.A. launched a capital increase
amounting to €300 million.
Fully subscribed to by its shareholder GROUPE KEOLIS S.A.S.,
this operation aims to reinforce Keolis S.A.’s capital base in order
to support the future development of its public transport activities
in France and worldwide.
This operation, conducted in the form of a set-off of claims
between GROUPE KEOLIS S.A.S. and Keolis S.A., reduced
Keolis S.A.’s net debt by €300 million. As a consequence, Keolis
S.A.’s net financial debt at 31 December 2015, taking into
account this capital increase, would stand at €248.2 million
instead of €548.2 million, and equity attributable to the Group
would amount to €450.8 million instead of €150.8 million.
The revised IAS 24 norm, applicable from 1 January 2011, has
modified disclosure obligations for public entities regarding transactions with related parties.
Keolis S.A. is wholly owned by GROUPE KEOLIS S.A.S. 69.69%
of GROUPE KEOLIS S.A.S. is owned by SNCF Participations
and 30.00% by Caisse de Dépôt et Placement du Québec.
SNCF is a public company with an industrial and commercial
activity whose capital is entirely owned by the French State.
8.1 Transactions with GROUPE KEOLIS S.A.S. and
Groupe EFFIA
Transactions with GROUPE KEOLIS S.A.S. mainly correspond
to general management services.
Keolis acquires Transports Daniel Meyer in Ile-de-France
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.
Transactions with Groupe EFFIA correspond to sub-contracting
services.
8.2 Transactions with joint ventures and associates
Transactions with joint ventures and associates are performed
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 and directors of Keolis S.A. and the members of
the Executive Committee. Remuneration and other short-term
benefits paid to these directors amounted to €4.9 million for 9
people in 2015, compared to €3.0 million for 8 people in 2014.
No directors’ fees were allotted to members of the Group’s
management or executive committees.
77
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%
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%
Fouache Evasion
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%
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%
78
Name
Country
Method of
consolidation
% of
shareholding
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%
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%
79
Name
Country
Method of
consolidation
% of
shareholding
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%
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%
80
Name
Country
Method of
consolidation
% of
shareholding
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%
Pacific Cars
France
FC
100.00%
100.00%
Prioris
France
FC
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%
SFD
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 pour la Mobilité à Paris – SOMAP
France
FC
100.00%
Société Rennaise de Transport et de Services
(Handistar)
France
FC
100.00%
STA
France
FC
100.00%
STAC
France
FC
100.00%
SVTU
France
FC
100.00%
TPR
France
FC
100.00%
81
Name
Country
Method of
consolidation
% of
shareholding
Train Bleu St Marcellin
France
FC
100.00%
Trans Val de Lys
France
FC
99.99%
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%
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 Australia
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%
LinkSA 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%
82
Name
Country
N° Siren
/ Pays
Country
Method of
consolidation
% of
shareholding
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%
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%
83
Name
Country
Method of
consolidation
% of
shareholding
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
84
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%
Orgebus
France
EM
50.00%
Passerelle CDG*
France
EM
34.00%
RDK
France
EM
50.00%
SCODEC
France
EM
35.00%
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
85
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 Keolis;
◗ the justification of our assessments;
◗ the specific verification required by law.
These consolidated financial statements have been approved by
the Board of Directors. 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 du commerce) relating to the
justification of our assessments, we bring to your attention the
following matters:
I. Opinion on the consolidated financial
statements
◗ Keolis carries out impairment tests on goodwill and indefinite life
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.
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.
86
◗ Note 2.4.17 specifies the valuation methods for provisions for
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.
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.
◗ Note 2.4.17 specifies the methods used to take into account the
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.
III. Specific verification
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
French original signed by
Françoise Garnier-Bel
Deloitte & Associés
Bertrand Boisselier
87
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
2 • Income statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
3 • Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
4 • Statement of cash flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
89
1 • Key figures
(€ million)
31/12/2015
31/12/2014
6,240.7
5,381.4
◗ Revenue France
2,634.4
2,614.5
◗ Revenue International
3,606.3
2,766.9
Revenue net of sub-contracting
6,057.9
5,204.4
Recurring EBITDA
286.8
259.5
EBITDA
Revenue
259.8
228.5
93.9
94.5
68.2
56.9
Operating profit after investments under equity method
68.0
57.2
4.4
14.8
12.0
13.6
Total equity
202.3
162.5
of which attributable to equity shareholders
150.8
141.8
Net cash flows from operating activities
208.2
239.3
Industrial investments
206.4
192.3
Net financial debt (cash surplus)
223.9
99.4
Profit attributable to equity shareholders
90
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 expense
31/12/2015
31/12/2014
6,240.7
5,381.4
20.2
25.5
6,260.9
5,406.9
(182.8)
(177.0)
(2,510.4)
(2,157.9)
(15.6)
(14.1)
(3,183.5)
(2,728.9)
48.8
48.5
(120.3)
(102.7)
(0.9)
(4.6)
(213.8)
(185.5)
Profit/(loss) on recurring fixed asset disposals
1.9
1.4
9.8
8.5
93.9
94.5
7.3
4.4
(31.4)
(32.6)
Net provisions on current assets
Other non-recurring income
Other non-recurring expense
(1.6)
(9.4)
5.7
(5.3)
Profit before investments under the equity method
68.2
57.0
(0.3)
0.2
68.0
57.2
(12.2)
(8.6)
Depreciation and provisions on contractual rights
Of which depreciation of other intangible assets and negative goodwill
Profit after investments under the equity method
Net cost of financial borrowing
Other financial income
12.2
10.7
Other financial expense
(20.1)
(17.1)
Financial income (expense)
(20.2)
(14.9)
Net profit before taxation
47.8
42.3
(43.4)
(27.5)
Net profit from continuing operations
4.4
14.8
Profit for the year
4.4
14.8
Taxation
Profit attributable to non-controlling interests
Profit attributable to Group
91
7.6
(1.3)
12.0
13.6
3 • Statement of financial position
Assets
31/12/2015
31/12/2014
Goodwill
271.4
237.5
204.7
150.8
Property, plant and equipment
(€ million)
722.6
636.5
Investments under equity method
2.1
2.0
181.0
149.9
45.0
46.6
1,426.9
1.223.3
89.0
85.1
Trade receivables
438.3
411.4
Other receivables
538.8
444.3
Deferred tax asset
Non-current assets
Inventories and work in progress
13.5
13.9
653.5
553.7
Current assets
1,733.0
1,508.4
TOTAL ASSETS
3,159.9
2,731.6
Liabilities
31/12/2015
31/12/2014
Share capital
46.9
46.9
Reserves and premiums
91.9
81.4
Other current financial assets
(€ million)
Net profit/(loss) attributable to Group
Equity attributable to Group
Reserves attributable to non-controlling interests
12.0
13.6
150.8
141.8
59.1
19.5
(7.6)
1.3
Equity
202.3
162.5
Non-current provisions
189.4
177.0
571.3
139.4
38.4
12.5
799.1
329.0
Profit for the year attributable to non-controlling interests
Deferred tax liability
Current provisions
55.3
52.0
80.7
181.9
267.2
377.8
Trade payables and other liabilities
1,755.3
1,628.3
Current liabilities
2,158.5
2,240.1
TOTAL LIABILITIES
3,159.9
2,731.6
Bank borrowings
(1) As published in the Keolis S.A. 2013 annual report.
92
4 • Statement of cash flows
31/12/2015
31/12/2014
68.2
56.9
Non-cash items
191.7
171.6
EBITDA
259.8
228.5
0.9
4.6
(€ million)
Elimination of provisions in current assets
Changes in working capital
(14.8)
31.9
Tax paid
(37.8)
(25.8)
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
Cash flows on changes in reporting scope
B) Net cash from investing activities
208.2
239.3
(206.4)
(192.3)
46.6
34.5
7.7
7.3
(14.2)
(19.1)
(140.3)
(86.1)
5.6
34.9
4.7
27.2
(296.3)
(193.6)
Free cash flow
(88.1)
45.7
Net dividends paid
(19.6)
(19.7)
Net dividends received
Change in equity (other transactions with shareholders)
New borrowings
Borrowings repaid
Interest received
Interest paid
Change in other financial debts
Other
C) Net cash from financing activities
0.4
0.3
38.7
13.0
443.7
63.3
(163.1)
(107.8)
2.8
2.3
(14.5)
(10.8)
0.1
0.1
(3.7)
(6.1)
284.9
(65.4)
13.7
15.8
Change in cash and cash equivalents (A+B+C+D)
210.5
(3.9)
Cash and cash equivalents at beginning of period
175.8
179.8
Cash and cash equivalents at end of period
386.3
175.9
Change in cash and cash equivalents
210.5
(3.9)
D) Foreign exchange translation differences
93
4. Annual Financial Statements
4.
Annual Financial
Statements
CONTENTS
A
5.2 Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
5.3 Details of prepayments and deferred income . . . 106
5.4 Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
5.5 Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
5.6 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
6 • Notes on the income statement . . . . . . . . 108
6.1 Analysis of turnover. . . . . . . . . . . . . . . . . . . . . . . . . . 108
6.2 Details of other income and expenses . . . . . . . . . 108
6.3 Transfers of expenses. . . . . . . . . . . . . . . . . . . . . . . . 108
6.4 Financial income and expense . . . . . . . . . . . . . . . . 109
6.5 Exceptional gains and losses. . . . . . . . . . . . . . . . . . 109
6.6 Corporate income tax . . . . . . . . . . . . . . . . . . . . . . . . 109
7 • Other information. . . . . . . . . . . . . . . . . . . . . . . 110
7.1 Related party information. . . . . . . . . . . . . . . . . . . . . 110
7.2 Financial commitments. . . . . . . . . . . . . . . . . . . . . . . 110
7.3 Pension and long service award commitments. . 110
7.4 Leasing commitments. . . . . . . . . . . . . . . . . . . . . . . . 111
7.5 Contractual obligations. . . . . . . . . . . . . . . . . . . . . . . 111
7.6 Personal training account. . . . . . . . . . . . . . . . . . . . . 111
7.7 Number of employees. . . . . . . . . . . . . . . . . . . . . . . . 111
7.8 Remuneration of directors. . . . . . . . . . . . . . . . . . . . 111
7.9 Post-balance sheet events. . . . . . . . . . . . . . . . . . . . 112
7.10 Identity of the consolidating company . . . . . . . . 112
Financial statements at 31 December 2015. . 96
1 • BALANCE SHEET AT 31 dEcembER 2015 . . . . 96
2 • INCOME STATEMENT
AT 31 DeCEMBer 2015 . . . . . . . . . . . . . . . . . . . . . 98
B
Notes to Annual Financial Statements. . . . 100
1 • Significant events
of the financial year. . . . . . . . . . . . . . . . . 100
2 • Accounting principles, rules
and methods . . . . . . . . . . . . . . . . . . . . . . . . . . 100
2.1 Fixed assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
2.2 Tangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
2.3 Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
2.4 Receivables and payables . . . . . . . . . . . . . . . . . . . . 101
2.5 Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . 101
2.6 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
2.7 Provisions for contingencies and charges. . . . . . 101
2.8 Employee benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . 101
2.9 Profit from joint ventures . . . . . . . . . . . . . . . . . . . . . 101
2.10 Tax status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
2.11 Crédit d’Impôt pour la Compétitivité
et l’Emploi (CICE). . . . . . . . . . . . . . . . . . . . . . . . . . . 102
3 • Use of assessments in the preparation
of financial statements. . . . . . . . . . . . . . . . 102
4 • Financial instruments. . . . . . . . . . . . . . . . . 102
5 • Notes on the balance sheet . . . . . . . . . . 104
5.1 Fixed assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Information on subsidiaries
and non-consolidated investments
. . . . . . . . . . . . .
113
Statutory auditors’ report
on the financial statements. . . . . . . . . . . . . . . . . . . . . 128
95
A
Financial statements at 31 December 2015
1 • BALANCE SHEET AT 31 dEcembER 2015
Gross
Depreciation Provision
31/12/15
31/12/14
35,273
68,018,583
24,871,229
13,308,518
-
35,273
47,238,723
17,015,018
-
20,779 859
7,856,211
13,308,518
-
17,832,120
7,856,211
17,422,127
-
9,859,507
31,116,990
827,618
13,813,407
2,250,948
-
1,553,583
7,835,872
643,886
9,737,874
-
8,305,923
23,281,118
183,732
4,075,533
2,250,948
-
6,763,103
11,745,637
105,196
3,057,075
13,337,847
-
853,074,008
305,427,035
188,361
695,548
1,779,617
1,325,266,641
77,656,048
16,572,150
7,622
178,296,051
775,417,960
288,854,885
180,738
695,548
1,779,617
1,146,970,590
636,607,568
217,874,792
180,738
727,277
3,290,444
936,800,135
389,429
-
389,429
178,234
45,049,187
194,441,644
-
439,404
29,115,902
-
44,609,783
165,325,742
-
51,054,985
180,700,311
-
18,800,902
112,793,706
-
18,800,902
112,793,706
63,317,410
40,732,148
(II)
1,339,394
372,814,263
29,555,306
1,339,394
343,258,957
1,014,794
336,997,881
(III)
3,763,079
-
3,763,079
2,400,374
(I to III)
1,701,843,984
207,851,357
1,493,992,627
1,276,198,390
(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
Prepayments
TOTAL CURRENT ASSETS
Unrealised losses on foreign exchange
transactions
TOTAL ASSETS
96
31/12/2015
31/12/2014
(in euros)
LIABILITIES
EQUITY
(I)
46,851,276
1,845,363
4,685,128
94,002,297
37,599,518
502,000
1,420,265
186,905,847
46,851,276
1,845,363
4,685,128
87,982,086
25,151,149
502,000
1,406,150
168,423,151
(II)
4,571,006
4,382,727
8,953,733
3,406,066
4,640,296
8,046,362
144,853,373
466,661,434
39,067
35,264,145
63,070,620
5,052,095
571,475,109
141,738,544
116,916,997
39,067
37,826,797
48,721,468
7,188,556
742,004,671
845,214
1,287,261,058
10,871,989
1,493,992,627
1,707,341
1,096,143,442
3,585,435
1,276,198,390
Share capital or individual capital
Additional paid-in capital
Revaluation reserves (1)
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
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
TOTAL LIABILITIES AND ACCRUALS
(III)
Unrealised gains on foreign exchange transactions
(IV)
TOTAL LIABILITIES
(I TO IV)
(1) Revaluation reserves incorporated in equity
(2) Including bank overdrafts & bank balances credit
1,845,363
1,845,363
144,853,373
141,738,544
Amounts payable after one year
29,929,892
10,570,000
Amounts payable within one year
114,923,481
131,168,544
97
2 • INCOME STATEMENT AT 31 DeCEMBer 2015
(in euros)
France
Export
31/12/2015
31/12/2014
196,787,773
196,787,773
186,836,372
186,836,372
-
-
5,977,701
2,057,089
43,205
10,600
5,885,584
4,915,127
OPERATING INCOME
Sales of goods
Services produced
188,775,8538,011,920
--
NET REVENUE
188,775,8538,011,920
Production held as inventory
Capitalised production
Operating grants
Reversal of depreciation, provision and expense transfers
9,457,457
11,453,079
218,151,720
205,272,268
Purchases of goods
8
-
Change in inventory purchases (goods)
-
-
267,995
-
-
-
75,988,151
65,367,350
9,312,814
8,611,379
Wages and salaries
92,565,343
90,570,432
Social contributions
44,009,931
43,410,303
13,501,011
10,714,491
-
-
Other income
TOTAL OPERATING revenue
(I)
Purchases of raw materials and other supplies
Change in inventory purchases (materials and other supplies)
Other purchases and operating expenses
Taxes and similar payments
OPERATING ALLOWANCES
On capital/fixed assets: ◗ depreciation expense
◗ charges
On current assets: charge to provisions
For contingency and loss provisions: charge to provisions
Other charges
TOTAL OPERATING EXPENSES
(II)
1. OPERATING PROFIT/ (LOSS)
(I - II)
98
-
-
1,500,291
4,234,359
10,485,665
6,403,405
247,631,210
(29,479,490)
229,311,718
(24,039,450)
(in euros)
France
Export
31/12/2015
31/12/2014
Attributed profit or transferred loss
(III)
17,302,982
15,101,308
Loss borne or transferred profit
(IV)
5,580,697
6,830,367
35,639,217
23,271,213
Joint ventures
FINANCIAL INCOME
Financial income from shareholdings
-
Income from non-current financial assets
7,780,204
2,523,468
Reversal of provisions charged and expense transfers
40,483,343
41,768,296
Foreign exchange gains
22,542,432
48,517,369
Other interest and similar income
Net gains on sales of marketable securities
TOTAL FINANCIAL INCOME
(V)
21,151
79,321
106,466,348
116,159,666
22,852,543
36,976,223
FINANCIAL EXPENSES
Financial charges to depreciation and provisions
Interest and similar expenses
Foreign exchange losses
2. FINANCIAL INCOME / EXPENSE
3. RECURRING PROFIT BEFORE TAX
9,364,077
52,638,381
-
-
(VI)
65,608,163
98,978,681
(V - VI)
40,858,185
17,180,984
(I - II + III - IV + V - VI)
23,100,980
1,412,476
-
-
13,053,730
15,775,457
Net expenses on sales of marketable securities
TOTAL FINANCIAL EXPENSES
8,753,887
34,001,732
EXCEPTIONAL GAINS
Exceptional gains on operations
Exceptional gains on equity transactions
2,235,324
2,542,576
15,289,054
18,318,033
5,114,913
5,141,037
10,378,469
4,727,577
685,323
555,765
(VIII)
16,178,705
10,424,379
(VII - VIII)
(889,650)
7,893,654
Reversal of provisions charged and expense transfers
TOTAL EXCEPTIONAL GAINS
(VII)
EXCEPTIONAL LOSSES
Exceptional losses on operations
Exceptional losses on equity transactions
Exceptional charges to depreciation and provisions
TOTAL EXCEPTIONAL LOSSES
4. EXCEPTIONAL INCOME/ (LOSS)
(IX)
-
-
Corporate income tax
(X)
(15,388,189)
(15,845,019)
(I + III + V + VII)
357,210,104
363,680,451
(II + IV + VI + VIII + IX + X)
319,610,586
338,529,302
37,599,518
25,151,149
TOTAL INCOME
TOTAL CHARGES
5. NET PROFIT/ (LOSS)
99
B
Notes to Annual Financial Statements
1 • Significant events of the
financial year
2 • Accounting principles, rules
and methods
Subscription to the capital increases of subsidiaries
Pursuant to regulations on the trade’s practices relating to the
financial capacity of public passenger transportation businesses,
in 2015, Keolis S.A. subscribed to capital increases in its subsidiaries for a total amount of €26,570,331.70.
The financial statements are prepared in accordance with 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.
The main subscriptions are as follows:
(in euros)
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.
Subsidiary name
Capital increase
Keolis Lille
18,000,003
Keolis Lyon
4,000,000
Keolis Brest
1,500,000
Keolis Centre
1,000,005
The basic method used to value the items in the accounts is the
historical costs method.
There were no exceptions from standards nor changes in
method that affected the annual financial statements.
CICE
The Crédit d’impôt pour la Compétitivité et l’Emploi (tax credit
for competitiveness and employment), or CICE, whose objective
is to improve firms’ competitiveness, was allotted to the replenishment of working capital (see note 6.6).
The main accounting policies used are described below.
Tangible and intangible assets are valued either at cost of acquisition of, when produced, at their production cost or revalued
amount according to legal requirements.
“Better fortunes” obtained
Following subsidies granted by Keolis S.A. in prior financial years
containing return to better fortune clauses, an entitlement
amounting to €2,648,524 was recognised under exceptional
income / loss at 31/12/2015.
2.1 Fixed assets
Goodwill
A technical loss on mergers is recognised further to a merger or
a complete transfer of assets and liabilities, and corresponds to
the negative difference between the net asset received and the
net carrying amount of the absorbed company’s securities
recorded on Keolis S.A.’s balance sheet under assets. When
applicable, it is adjusted to take into account the tax benefit
resulting from the allocation of unused losses transferred by the
absorbed company. This negative goodwill is not amortised.
(in euros)
Subsidiary name
Better fortunes obtained
Keolis Touraine
700,000
Keolis PMR Rhône
468,880
CTM
425,000
Keolis Côte d'Azur
219,000
Keolis Sud Lorraine
194,276
Keolis en Cévennes
146,178
Transports Evrard
143,885
122,788
Keolis Montluçon
88,000
Millau Cars
46,000
Keolis Pays Nancéien
37,279
Keolis Cherbourg
28,872
Keolis Saint-Malo
20,000
Keolis Obernai
TOTAL
At the year end, an impairment loss is recorded when the value
in use, determined using a discounted cash flow valuation
method, is less than the acquisition value of goodwill. The goodwill is grouped with other assets to determine its utility value as
part of impairment testing.
This item mainly concerns the cost of systems software acquired
which is amortized over 5 years for IT projects and 3 years for
desktop software.
Intangible assets in progress correspond to expenditure in
connection with the implementation of IT projects, and therefore
include all expenses that can be directly attributed to projects
and which are necessary in creating, producing and preparing
the asset in order to be able to function with the use intended by
management.
8,366
2,648,524
100
2.2 Tangible assets
Tangible assets are valued at their acquisition cost (purchase
price and incidental expenses) or their production cost.
2.5 Marketable securities
These are recorded at their acquisition cost. Where applicable, an
impairment loss is recognised for each line of securities of a similar nature, in order to bring their value to their average closing price,
or their probable trading value for unlisted securities.
Methods and depreciation periods are:
Duration
Method
15 to 20 years
Linear
Equipment and tooling
5 to 10 years
Linear
Office equipment and furniture
5 to 10 years
Linear
• Commercial vehicles
(GVM under 3.5 t.)
5 years
Linear
• Coaches and buses
10 to 15 years
Linear
2 to 14 years
Linear
Buildings
2.6 Cash
Cash balances in foreign currencies are converted at the closing
exchange rate of the financial period. Foreign exchange differences resulting from this adjustment with the transaction date
exchange rate appear under “foreign exchange translation differences”.
Automotive equipment
◗N
ew Vehicles
◗ Used Vehicles
2.7 Provisions for contingencies and charges
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 uncompensated outflow of resources.
2.3 Financial assets
2.8 Employee benefits
Employee benefits include payments due on retirement and long
service awards.
Evaluations of these obligations are carried out annually using
the projected unit credit method.
Equity and other investments
Equity investments are recorded at acquisition cost. If the acquisition value is greater than the inventory or utility value, an impairment is recognised for the difference. For each of the holdings,
the utility value is determined on the basis of a range of valuation
methods (discounted cash flow, revalued net position).
Other financial assets are stated at their acquisition cost. Where
applicable, an impairment is recorded if their utility value falls
below their acquisition cost.
The main actuarial assumptions used for the assessment of
employee benefits are as follows:
◗ Discount rate 1.49%
◗ Long-term expected inflation rate
1.75%
◗ Rate of salary increases 4.50%
◗ Mobility rate
6.40%
◗ Type of retirementAt the initiative of the employee
◗ Mortality tableINSEE TD/TV 2011 – 2013
Receivables related to equity and current accounts
Receivables related to equity and current accounts are recorded
at nominal value.
When equities are fully depreciated and the net assets of the
subsidiary is negative, an impairment of all receivables related to
equity and current accounts is recorded due to the risk of loss
of these receivables following the transfer or cessation of the
activities of the subsidiary.
These commitments appear under off-balance sheet commitments.
2.9 Profit from joint ventures
The profit or loss from joint ventures in which Keolis S.A. holds
an interest are recorded under “Attributed profit or transferred
loss” and “Loss borne or transferred profit”.
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.
Receivables and payables in foreign currencies are converted at
the year-end exchange rate of the functional currency. Foreign
exchange differences resulting from this adjustment with the
transaction date exchange rate appear under “foreign exchange
translation differences”. Unrealised foreign exchange losses are
subject to a provision for liabilities, unrealised foreign exchange
gains are not recorded in the income statement.
2.10 Tax status
The results of the Company are integrated within the framework
of a tax group The Group’s tax parent company is the Company
GROUPE KEOLIS S.A.S. Procedures provide that tax is calculated as if the Company were taxed separately
Any savings achieved by the parent company from the tax losses
and long-term capital losses of the subsidiary are taken by the
101
4 • Financial instruments
former in its income statement. However, these are reallocated
to the subsidiary as and when it generates future profits.
Keolis S.A. uses derivative financial instruments to manage its
exposure to financial risks resulting from its operation, financial and
investing activities:
◗ interest rate risk;
◗ foreign exchange risk;
◗ commodities risk.
2.11 Crédit d’Impôt pour la Compétitivité et l’Emploi
(CICE)
The CICE, which is a tax credit, is recognised as a deduction
from corporate income tax.
3 • Use of assessments in
the preparation of financial
statements
At the year end, unrealized gains are not recognised. Unrealised
losses are booked except when they relate to instruments qualified
as hedges entered into in 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.
For the preparation of annual accounts, Keolis S.A. management
may be required to make estimates and assumptions that affect
the book value of assets and liabilities, revenues and expenses
as well as information on assets and liabilities. Actual results
could differ substantially from these estimates.
The gains and losses realised are reported in the same income
statement as the income and expenses on the hedged item.
The estimates and underlying assumptions are made from past
experience and other factors considered reasonable in the circumstances. They serve as the basis for the exercise of judgment required in determining the carrying amounts of assets and
liabilities that cannot be obtained directly from other sources.
Actual values may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. In particular, disputes and litigation in progress or
with employees, have been subject to review by the management with their advisers or lawyers in order to reflect the risk on
the valuation of assets or liabilities.
Interest rate, foreign exchange and commodities 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.
Interest rate risk relating to the variable rate portion of its
financial debt
On 30th September 2010, Keolis S.A. contracted a syndicated
bullet loan arranged by Crédit Agricole CIB (“Private placement
with Caisses Régionales de Crédit Agricole” or CRPP) for a value
of €100 million. This loan was fully hedged by derivative financial
instruments. The CRPP was repaid in full when it matured on 30
September 2015 and all the CRPP hedging instruments were
unwound.
The impact of changes in accounting estimates is recorded
during the period of change if it affects only that period or during
the period of change and future periods if they are also affected
by the change.
◗ 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.
102
Commodity 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 distribution of debt between fixed and variable rates, excluding and including the derivatives portfolio is respectively:
(€ million)
Split excluding derivatives (€M)
Variable rates
Fixed rates
31/12/2015
31/12/2014
22
100
-
-
31/12/2015
31/12/2014
The diesel cost price fluctuation risk is generally hedged using
price indexation included in the contracts signed by Keolis S.A.
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.
(€ million)
Split including derivatives (€M)
Variable rates
Fixed rates
7
-
15
100
Management’s objective for commodity risk management is to
defend the prices indexed under the contracts.
For hedging purposes, the €7 million credit line obtained from
the BPI was incorporated into the calculation of total debt
contracted by GROUPE KEOLIS S.A.S.
Keolis S.A. 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.
Currency 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
rates of these intra-group loans.
The derivative financial instruments used by Keolis S.A. are standard, liquid and market-available:
◗ forward and futures sales and purchases;
◗ foreign exchange swaps.
Loans and borrowings are revalued on the closing date to the
closing price. The revaluation differences, positive or negative,
are recorded as financial income. Symmetrically, the variation in
value of these derivative financial instruments subscribed to
cover these intra-group loans is also recorded in financial
income.
Inter-company loan hedges that were still open at 31 December
2015 are as follows:
Hedging instruments
Nominal
Maturity
Forward sell AUD / EUR
swaps
AUD 5.7 M
2016
Forward sell CAD / EUR
swaps
CAD 32.0 M
2016
Forward sell DKK / EUR
swaps
DKK 334.6 M
2016
Forward sell GBP / EUR
swaps
GBP 15.0 M
2016
Forward sell USD / EUR
swaps
USD 80.3 M
2016
103
Hedges of diesel taken by Keolis S.A. as at 31st December 2015 are as follows:
Type of hedging 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
Swaps
Collars (symmetrical parts)
Cap purchase and floor sale
Collars (asymmetrical parts)
Floor sales
TOTAL
1,950
1,950
-
46,082
40,782
5,300
5 • Notes on the balance sheet
5.1 Fixed assets
Gross values
Transfers
Gross value at
between
end of year
items
Gross value at
start of year
Increase
Decrease
Concessions, patents, licences
56,104
5,985
(10,249)
Goodwill
24,871
-
17,422
12,100
8,317
1,543
-
-
9,860
1,722
-
11,209
27,262
(in € thousand)
Intangible assets
16,214
68,054
-
-
24,871
-
(16,214)
13,309
Tangible assets
Land and development
* dont 2 478 K€ d’écart de conversion des créances rattachées à des titres de participation
** dont 6 208 K€ de cessions -de
aux transmissions universelles
ontitres
ownliées
land
14,330de patrimoine
- on other land
1,807
-
(1,163)
1,163
1,808
- general facilities
2,047
-
-
-
2,047
717
111
-
-
828
Office and computer equipment
and furniture
11,261
2,799
(147)
-
13,813
Assets under construction
13,339
1,284
-
(12,372)
2,251
974,772
186,988
(3,258)
-
1,158,501
188
-
-
-
188
Buildings
Plant, equipment, tooling
Financial assets
Holdings
Other fixed investments
Loans and other financial assets
GRAND TOTAL
4,060
334
(1,919)
-
2,475
1,129,135
212,720
(16,736)
-
1,325,267
104
Intangible assets
Intangible assets principally include goodwill for €24,871 thousand (net value of €7,865 thousand) consisting of technical
deficits relating to equities of Keolis Sud Allier for €17,006 thousand and companies of the group Ernest Planche for €7,807
thousand.
◗ Keolis Australia: €22,616 thousand,
◗Keolis America: €21,058 thousand,
◗Syntus: €20,702 thousand,
◗Keolis Lille: €18,000 thousand,
◗Motion Lines: €7,225 thousand,
◗Voyages Fouache: €4,288 thousand,
◗Keolis Lyon: €4,000 thousand.
Assets under construction
Intangible assets in progress focus primarily on the design, development and deployment of new operations, pre-payroll and
maintenance software solutions. Implementation is carried out
by internal and external teams.
The major decreases in the year come from sales and liquidations. They are as follows:
◗ Transétude: €393 thousand,
◗Keolis Concarneau: €137 thousand,
◗Passerelle CDG: €13 thousand.
Tangible assets under construction are mainly related to real
estate.
Receivables related to investments
The major increases in the year are:
◗ Keolis Bus Danmark: €21,662 thousand,
◗Keolis UK: €15,006 thousand,
◗Keolis Lille: €10,700 thousand,
◗Keolis Bordeaux Métropole: €10,392 thousand,
◗Courriers d’Ile de France: €5,303 thousand.
Transport equipment
Investments in road passenger transport equipment are made
by the Group’s subsidiaries or funding bodies.
Investments
The major increases in the year arising from purchases, creation
of companies, exchanges and capital increases are:
The main decreases in the year:
◗ EFFIA Saint Etienne: €586 thousand,
◗Syntus: €10,702 thousand.
Depreciation and amortisation
Depreciation at
start of year
(€ thousand)
Increase
Decrease
10,415
(1,414)
Depreciation at
year end
Intangible assets
38,281
Intangible assets
47,283
Tangible assets
Land and development
- on own land
Buildings
- on other land
- general facilities
Plant, equipment and tooling
Other tangible assets
TOTAL
105
1,500
-
-
1,500
3,503
1,257
-
4,760
933
101
-
1,034
2,004
38
-
2,042
618
26
-
644
8,097
1,664
(23)
9,738
54,936
13,502
(1,437)
67,001
5.2 Receivables
(in € thousand)
Gross amount
Due in less
than one year
Due in more
than one year
305,427
2,953
302,474
696
-
696
1,780
-
1,780
Fixed assets
Loans
Other financial assets
Current assets
Prepayments and deposits made
Other receivables (1)
Deferred charges
TOTAL
389
389
-
45,049
45,049
-
194,442
194,442
-
1,339
1,339
-
549,122
244,173
304,950
(1) Other receivables: these include in particular €121,230 thousand of current accounts and €17,322 thousand of share of profits from joint ventures.
Details of accrued income at 31 December 2015
(in € thousand)
Accrued interest on advances and current accounts
3,352
Customer invoices outstanding
23,770
Supplier credit notes outstanding
4
Tax and social security receivables
184
TOTAL27,310
5.3 Details of prepayments and deferred income
Details of prepaid expenditure at 31 December 2015
(in € thousand)
Diesel swaps
15
Rent and charges
1,130
IT licences
73
Abu Dhabi balance
122
TOTAL1,340
Details of deferred income at 31 December 2015
(in € thousand)
Diesel swaps
845
TOTAL845
5.4 Equity
(in € thousand)
Capital
Revaluation difference
Amount at
31/12/2014
Distributions
2015
Profit
31/12/2015
Other
movements
Amount at
31/12/2015
46,851
-
-
-
46,851
1,845
-
-
-
1,845
4,685
-
-
-
4,685
Other reserves
87,982
6,020
-
-
94,002
Profit for the year
25,151
(25,151)
37,600
-
37,600
1,406
-
-
14
1,420
Legal reserve
Investment grants
TOTAL
502
-
-
-
502
168,423
(19,131)
37,600
14
186,906
106
Share capital
At 31 December 2015, capital is fixed at the sum of 46,851,276
euros divided into 3,904,273 shares of nominal value of €12.
The General Meeting of 11 May 2015 allocated the profit of the
2014 financial year, amounting to €25,151,148.94, as follows:
(in € thousand)
Profit for the year
25,151
DISTRIBUTABLE PROFIT
25,151
TOTAL
25,151
Dividends paid
19,131
Other reserves
6,020
Regulated provisions include in particular €1,023 thousand for
depreciation, including €14 thousand charged in the year.
5.5. Provisions
(in € thousand)
At start of year
Increase
Decrease
At year end
1,406
18
(4)
1,420
Provisions for contingencies and losses
Provisions for disputes
1,006
148
(346)
808
Provisions for exchange losses
2,400
3,763
(2,400)
3,763
Provisions for charges
4,089
1,555
(2,235)
3,409
552
469
(47)
974
17,006
-
-
17,006
Provisions for long service awards
Asset depreciation
Goodwill
54
-
-
54
Depreciation of investments
99,027
6,370
(27,741)
77,656
Depreciation of other financial assets
21,313
-
(4,733)
16,580
Land
439
-
-
439
26,077
13,097
(10,058)
29,116
173,369
25,420
(47,564)
151,225
Depreciation of client accounts
Other depreciation (1)
TOTAL
(1) composed primarily of write-downs of Group current accounts.
The major decreases in the year are:
(€ thousand)
◗ Keolis America 5,344
◗
STA4,868
◗ Keolis Brest
3,818
◗ Keolis Roissy Airport
2,519
◗ Caron Voyages
1,715
Reversals of provisions used amount to €2,468 thousand, including €819 thousand related to provisions for disputes.
Depreciation of investments
The major increases in the year are:
(€ thousand)
◗ Keolis Nord Allier
2,526
◗ Keolis Centre
1,000
◗ SCAC
949
◗ Aerolis
777
◗ Keolis Sud Allier
750
107
5.6 Liabilities
Gross amount
Up to 1
year
Bank borrowings (1)
144,853
466,661
Tax and social security debts
(in € thousand)
Between 1 and 5
years
More than 5
years
114,923
29,930
-
1,042
465,619
-
35,264
35,264
-
-
63,071
63,071
-
-
5,052
5,052
-
-
571,514
571,514
-
-
1,286,416
791,153
495,263
-
Debts on assets and related accounts
Other liabilities
(2)
TOTAL
(1) Includes €113,522 thousand of creditor bank balances and €1,402 thousand of loan repayments and accrued interest.
(2) Other liabilities: include short-term current account deposits and cash pooling from subsidiaries of €562,073 thousand and deferred income of €845 thousand.
6•N
otes on the income
statement
Details of accrued liabilities at 31/12/2015
(in € thousand)
Accrued interest on advances and current accounts
1,042
Supplier invoices not received
30,652
Tax and social security liabilities
32,701
Accrued cash interest
1,402
Discounts and rebates
1,177
TOTAL66,974
6.1 Analysis of turnover
The Company generates the vast majority of its revenue in
France. Revenue generated abroad amounts to 8,011,919.95
euros.
6.2 Details of other income and expenses
(in € thousand)
Details of borrowing
Borrowings can be broken down as follows:
(in € thousand)
Gains on diesel hedging 3,405
Supplier discounts
6,054
Other(2)
TOTAL9,457
Other bond issues and borrowing
Loans from credit institutions
29,930
Creditor bank balances
113,522
Accrued interest from borrowings 1,402
TOTAL144,853
Other operating expenses
Losses on diesel hedging
8,576
Royalties1,857
Other57
TOTAL10,486
Current account advances to subsidiaries
466,376
Guarantee deposits received on rented property 283
Other financial liabilities
3
TOTAL466,661
6.3 Transfers of expenses
(in € thousand)
Staff related expenditure
240
Government vocational training agency refunds
119
Insurance1,059
Construction work
3
TOTAL 1,421
108
6.4 Financial income and expense
(in € thousand)
Income
Income from investments
Depreciation and provisions, net of reversals
Interest on current accounts
Interest on loans
Foreign exchange gains / losses
Expense
Balance
24,275
-
24,275
40,483
(22,853)
17,631
11,365
(3,963)
7,402
-
(2,614)
(2,614)
22,542
(34,002)
(11,459)
Losses/receivables related to investments
-
-
-
Income from sale of marketable securities
21
-
21
Technical gains/losses on mergers
Other financial income and expense
TOTAL
-
(25)
(25)
7,780
(2,152)
5,628
106,466
(65,608)
40,858
Gains
Losses
Balance
6.5 Exceptional gains and losses
(in € thousand)
-
(5,085)
(5,085)
Income / (loss) from intangible asset disposals
8,787
(8,686)
100
Income / (loss) from tangible asset disposals
1,162
(1,285)
(123)
Income / (loss) from financial asset disposals
370
(407)
(37)
Staff related expenditure
-
(30)
(30)
Other exceptional income (inc. better fortunes on 2011 subsidies(1) )
2,735
-
2,735
Depreciation and provisions, net of reversals
2,235
(685)
1,550
-
-
-
15,289
(16,179)
(890)
Tax penalties
Other exceptional items
TOTAL
(1) See details of return to better fortunes, note 1.
6.6 Corporate income tax
The corporate income tax for the year consists of:
Profit before tax
(in € thousand)
Current
Exceptional
CICE
Other tax credits
Total
109
Tax due
Net profit
23,101
852
22,249
(890)
(306)
(584)
-
(15,879)
15,879
-
(55)
55
22,211
(15,388)
37,600
Increase and reduction in future tax liabilities
The deferred tax bases are as follows:
(€ thousand)
Deferred tax base
at 1 January 2015
Increase
Decrease
Deferred tax base
at 31 December
2015
2,400
3,763
(2,400)
3,763
686
-
-
686
Provisions and deferred charges
Provisions for foreign exchange losses
Other provisions
Other temporary differences
Contribution Sociale de Solidarité
Translation difference - liability
Translation difference - asset
Income subject to deferred taxation
912
617
(913)
616
3,585
10,872
(3,585)
10,872
(1,015)
2,400
(3,763)
(2,378)
1,690
-
(845)
845
54
-
(3)
51
8,312
17,652
(11,509)
14,455
Other
Total
7 • Other information
7.2. Financial commitments
7.1 Related party information
No disclosures are made with regard to transactions between
related parties, insofar as these transactions are completed at
normal market conditions.
Other financial commitments
On 30th September 2010, Keolis S.A. contracted a syndicated
bullet loan arranged by Crédit Agricole CIB (“Private placement
with Caisses Régionales de Crédit Agricole” or CRPP) for a value
of €100 million. This loan was fully hedged by derivative financial
instruments. The CRPP was repaid in full when it matured on 30
September 2015 and all the CRPP hedging instruments were
unwound.
(€ thousand)
ASSETS
Investments
Other operating receivables
LIABILITIES
Debts on fixed assets
Other operating liabilities
FINANCIAL INCOME
Income from investments
Guarantees and others
FINANCIAL EXPENSES
At
31/12/2015
◗ 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.
853,074
305,427
39,034
191,576
466,376
10,238
225,604
576,881
At 31 December 2015, the portfolio of guarantees and securities
given by Keolis S.A. breaks down as follows.
24,275
7,780
11,386
Bank guarantees
(guarantees and endorsements):
Parent company guarantee:
3,963
€356.5 million
€793.7 million
7.3 Pension and long service award commitments
Retirement payments
The amount of pension liabilities at 31 December 2015 stood at
€23,195 thousand.
This sum is not provided for in the annual financial statements
and appears under financial commitments.
110
Long service awards
The amount provisioned in the annual financial statements at 31 December 2015 related to long service awards stands at €974
thousand.
7.4 Leasing commitments
The booking as capital assets and depreciation of goods financed by leasing would have resulted in the following values at 31
December 2015:
Depreciation charges
ASSETS UNDER LEASE
(€ thousand)
Initial cost
In year
Accumulated
Net value
278
-
-
278
1,517
-
1,517
-
912
38
815
97
2,707
38
2,332
375
Land
Buildings
Transport equipment
TOTAL
Commitments at 31 December 2015 are as follows:
LEASING
COMMITMENTS
Rentals paid
Rentals yet to be paid
Accumulated
Up to 1
year
Between
1 year
and 5
years
+ 5 years
Total to
be paid
Residual
purchasing
price
Land, buildings
1,239
-
-
-
-
-
Transport equipment
2,574
-
-
-
-
-
TOTAl
3,813
-
-
-
-
-
(in € thousand)
In year
7.5 Contractual obligations
The operating leases taken out mainly by Keolis S.A. subsidiaries
on vehicles (coaches and buses) are signed with financial institutions for periods not exceeding eight years; the residual value
is equal to the projected market value at the end of the rental
period. Rentals excluding VAT still outstanding at 31 December
2015 amounted to €254,588 thousand, split up as follows:
◗ less than one year: €65,610 thousand,
◗ from 1 to 5 years : €159,467 thousand,
◗ more than 5 years : €29,511 thousand.
7.7 Number of employees
The average annual headcount can be broken down as follows:
Keolis provides an undertaking to continue the rental 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.
7.8 Remuneration of directors
No directors’ fees are allotted to members of the Group’s management or executive committees.
Executives
Supervisors and
technicians
Employees
TOTAL
31/12/2015
1,203
31/12/2014
1,153
175
171
30
39
1,408
1,363
Remuneration of members of management bodies
No remuneration was paid to members of the Group’s management bodies during 2015.
7.6 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.
111
7.9 Post-balance sheet events
Keolis acquires Transports Daniel Meyer in Ile-de-France
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.
Access to GROUPE KEOLIS S.A.S.’ syndicated loan
On 20 February 2016, Keolis S.A. became an additional borrower on the €900 million syndicated loan contracted by
GROUPE KEOLIS S.A.S. on 12 July 2013. This modification
enables Keolis S.A. to reinforce its liquidity and its borrowing
capacity though direct access to an external source of finance
whilst benefitting from the guarantee of GROUPE KEOLIS S.A.S.
relating to the possible use of this line of credit.
The main characteristics of this syndicated loan, following
amendments made on 11 June 2015 are:
◗ a maximum amount of €900 million,
◗ a maturity on 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.
7.10 Identity of the consolidating company
The Company belongs to a Group whose consolidating company is GROUPE KEOLIS S.A.S., incorporated and domiciled
in France, under SIRET number 49432127600037, headquartered at 20/22 Rue Le Peletier, 75009 Paris.
At 31 December 2015 the undrawn amount on this syndicated
loan stood at €300 million.
Keolis S.A. capital increase
On 3 March 2016, Keolis S.A. launched a capital increase
amounting to €300 million.
Fully subscribed to by its shareholder GROUPE KEOLIS S.A.S.,
this operation aims to reinforce Keolis S.A.’s capital base in order
to support the future development of its public transport activities
in France and worldwide.
This operation, conducted in the form of a set-off of claims
between GROUPE KEOLIS S.A.S. and Keolis S.A., reduced
Keolis S.A.’s net debt by €300 million. As a consequence of this
capital increase, equity attributable to the Group would amount
to €486.9 million instead of €186.9 million.
The consolidated accounts of GROUPE KEOLIS S.A.S. are
established in accordance with articles L 233-16 to L 233-28 of
the French Commercial Code.
112
Information on subsidiaries and non-consolidated
investments (position at 31 December 2015)
Detailed information on shareholdings whose carrying amounts exceed 1%
of the capital of the Company required to publish its financial statements
Dividends collected
by the Company during
the 2015financial year
Net profit or loss (-)
for financial year ended
31/12/2014
Revenue excl. VAT for
financial year ended
31/12/2014
Amount of deposits and
guararantees supplied
by the Company at
31 December 2015
Loans and advances
granted by the Company
and not refunded
in credit at
31 December 2015
Net carrying value
of securities held at
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
A - SUBSIDIARIES (AT LEAST 50% OF CAPITAL HELD BY THE COMPANY)
1) FRENCH SUBSIDIARIES
Keolis Chalons en Champagne
148
483
99.24
861
861
1,746
-1,779
100.00
1,715
-
44
18
100.00
44
44
90
-3
99.98
90
90
8
27
50.00
4
-
25
21
100.00
25
25
45
31
100.00
45
197
115
100.00
325
2,241
300
-708
-
6,165
280
193
-
-
-6
-
-26
-
-
-
-
93
-
1,993
-1
-
-
-
-13
-
155
-
2,017
10
15
45
-286
-
1,296
25
18
197
197
-779
-
5,619
48
-
100.00
3,088
2,338
773
-
6,950
250
-
611
100.00
660
660
-525
-
3,772
110
-
160
943
100.00
9,279
9,279
-2,361
-
8,990
295
-
220
232
99.79
1,982
1,982
1,375
-
2,842
112
-
38
971
100.00
1,608
1,608
-295
-
4,078
121
28
10
-26
100.00
10
-
93
-
-
-3
-
Chemin des Grèves - BP 68 51000 Chalons-en-Champagne
Keolis Touriscar Ain
20 rue de la Villette - 69328 Lyon
Société d'Exploitation des
Transports Urbains d'Oyonnax
7 Place Vaillant Couturier 01100 Oyonnax
Keolis Oyonnax
Rue de la Tuilerie - 01100 Arbent
Sté des Transports de
l'Agglomération de Chauny
150 Avenue Jean Jaurès 02300 Chauny
Keolis Château-Thierry
5 rue Vallée - 02400 Château-Thierry
Keolis Chauny-Tergnier
150 avenue Jean Jaurès 02300 Chauny
Keolis Montluçon
Rue des Canaris - 03100 Montluçon
Keolis Sud Allier
14 boulevard Alsace Lorraine 03300 Cusset
Keolis Vichy
Boulevard Alsace Lorraine 03300 Cusset
Cie Transports Méditerranéens
Allée des Cormorans - ZI la Frayère
Mandelieu - 06150 Cannes la Bocca
Société Automobile de Provence
840 Avenue Emile Hugues 06140 Vence
Keolis Garonne
ZI de Bonzom - 09270 Mazères
Société de gestion de l'Aéroport
de Troyes en Champagne
20-22 rue Le Peletier - 75009 Paris
113
Keolis Aude
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
1,783
-913
100.00
2,857
2,857
-477
-
9,506
-23
-
504
-549
100.00
720
720
-1,041
-
8,647
-156
-
126
156
100.00
624
624
-125
-
1,583
138
-
290
360
100.00
289
289
-633
-
3,292
235
-
7,305
-6,827
100.00
10,790
10,790
-1,792
-
14,252
93
-
58
73
99.97
2,889
76
-66
-
-26
55
-
38
2,421
99.96
821
821
-2,169
-
7,855
552
-
46
1,005
99.97
840
840
72
-
8,324
299
182
1,870
-1,614
100.00
2,510
2,510
3,948
-
36,082
-376
-
2,711
-2,913
100.00
4,308
0
1,058
-
6,119
-876
-
135
-137
100.00
136
5
59
-
-
-1
-
11
39
100.00
11
11
-124
-
1,073
16
10
1,100
3,067
100.00
1,152
1,152
-4,458
-
31,736
2,077
619
Pech Loubat - 11000 Narbonne
Keolis Narbonne
Avenue de Pech Loubat 11000 Narbonne Cedex
Keolis Aveyron Millau Cars
ZA Saint Martin - 8 Impasse de
l'Aigoutal - 12100 Creissels
Keolis Cote d'Azur
59. rue de la Buffa - 06000 Nice
Keolis Baie des Anges
742 route de Grenoble - 06200 Nice
Keolis Camargue
20. rue de la Villette - 69328 Lyon
Société Transports Robert
31 avenue José Nobre - BP 57 13500 Martigues
Société Autocars de Provence
289 rue des Roseaux 13320 Bouc Bel Air
Keolis Pays d'Aix
Rue des roseaux - Quartier du verger
- 13320 Bouc Bel Air
SCAC SA
398 Avenue du Mistral - ZI ATHELIA 13600 - La Ciotat
Keolis Arles
20. rue de la Villette - 69328 Lyon
Caennaise de Services
40. rue de Bengales - 14000 Caen
Keolis Calvados
19. chemin de Courcelle - BP 127 14128 Mondeville
Keolis Bus Verts
100.00
19 chemin de Courcelles 14120 Mondeville
276
186
100.00
1,268
-
-77
-
3,058
217
-
1,065
1,931
100.00
2,251
2,251
-9,189
-
53,474
528
532
3,566
-3,460
100.00
4,258
4,258
-142
-
13,765
-669
-
140
48
100.00
139
139
-608
-
2,836
35
17
ZI la Madeleine. rue de l'Ile du Marais
Carentan - 50500 Carentan
Keolis Caen
15 rue de la Geôle - 14000 Caen
Keolis Littoral
2 avenue du Pont Neuf 17300 Rochefort
Keolis Saintes
Rue des Perches - ZI Charriers 17100 Saintes
114
Compagnie du Blanc Argent CBA
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Percentage
of capital held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Gross value of
securities held at
31 December 2015
279
760
99.41
4,139
4,139
-1,398
-
5,961
397
295
4,061
-3,730
100.00
5,163
-
-244
-
6,545
-336
-
153
2,629
99.50
1,917
1,917
-4,446
-
13,107
973
434
100.00
60
60
Gare de Romorantin 41200 Romorantin
Keolis Centre
86 rue du village d'En Haut 18230 Saint Doulchard
Keolis Bourgogne
17. rue du Bailly - ZI Dijon Saint
Apollinaire - 21000 Dijon
Keolis Beaune
17. rue du Bailly - ZI Dijon Saint
Apollinaire - 21000 Dijon
Keolis Dijon
1,206
528
100.00
1,414
1,414
-12,440
-
65,639
342
94
2,329
-576
100.00
10,196
10,196
462
-
23,726
-396
-
546
233
100.00
542
542
-5,736
-
18,331
168
68
91
9
99.96
89
89
-95
-
-
-
-
640
652
100.00
801
801
-859
-
1,421
140
440
573
1,668
100.00
3,507
3,507
-2,478
-
13,277
535
164
47
81
100.00
47
47
-642
-
3,010
35
-
467
2,620
100.00
1,555
1,555
-910
-
10,631
1,179
350
538
1,797
100.00
2,363
2,363
-1,209
-
8,319
682
296
82
62
100.00
82
82
-671
-
3,179
20
-
259
124
100.00
257
257
-2,353
-
11,975
68
-
3,826
-4,073
100.00
5,318
5,318
-900
-
37,974
-1,745
-
59
65
100.00
57
57
-516
-
2,454
31
22
49. rue des ateliers - 21000 Dijon
Monts Jura Autocars
4. rue Berthelot - 25000 Besançon
Keolis Pays Montbéliard
CD 126 La Chamotte 25420 Voujeaucourt
Keolis Besançon
46 rue de Trey - BP 1123 25002 Besançon
Keolis Urbest
4 rue Berthelot - 25000 Besançon
Keolis Drôme Ardèche
26. rue Laurent de Lavoisier 26800 Portes-lès-Valence
Keolis Montélimar
8 avenue de la Feuillade - ZA du
Meyrol - 26200 Montélimar
Keolis Eure
2 rue Lakanal - ZI n° 2 27031 Evreux
Keolis Eure et Loir
Les Fenots - 28100 Dreux
Keolis Drouais
Les Fenots - 28100 Dreux
Keolis Quimper
1 Rond Point de Quistinidal 29000 Quimper
Keolis Brest
7 rue Ferdinand de Lesseps 29806 Brest
Keolis Morlaix
ZI de Kérivin 29600 St Martin des Champs
115
Keolis Maritime Brest
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
8
-668
100.00
8
-
540
-
7,674
-248
-
97
233
99.19
95
95
-1,457
-
6,738
34
-
100.00
100
1 rue Eperon - Port de Commerce BP 80713 - 29200 Brest
Keolis en Cévennes
389 chemin du Viguet - 30100 Alès
Keolis Alès
1,119
389 chemin du Viguet - 30100 Alès
Sté des Transports en Commun
Nimois
750
460
100.00
1,090
1,090
-10,749
-
48,913
244
141
78
47
100.00
81
-
386
-
1,545
10
-
264
641
49.97
379
379
952
-
5,663
231
94
684
8,312
90.65
6,658
6,658
-6,799
-
17,545
1,042
713
217
2,352
100.00
2,931
2,931
-1,910
-
3,084
60
431
5,000
-3
100.00
5,000
5,000
-37,195
-
-3
-
18,058
-11,229
100.00
18,058
10,106
-6,348
-
201,131
3,149
-
100.00
200
388 rue Robert Bompard 30000 Nîmes
Keolis Auch
7 Place de la Libération - 32000 Auch
Les Cars de Bordeaux
8. rue d'Artagnan - 33000 Bordeaux
Keolis Gironde
ZA les Artigons Issac - 33160 Saint
Médard en Jalles
Autobus d'Arcachon
1431 bd de l'Industrie 33260 La Teste de Buch
Keolis Bordeaux Métropole
12 boulevard Antoine Gautier 33000 Bordeaux
Keolis Bordeaux
12 Boulevard Antoine Gautier 33000 Bordeaux
Keolis Bassin d'Arcachon
-200
1431 boulevard de l'industrie 33260 La Teste Buch
Les Courriers du Midi
2,039
1,083
100.00
5,117
5,116
-2,428
-
18,250
474
-
90
984
99.98
899
899
-1,246
-
6,268
393
234
278
392
100.00
278
278
-301
-
4,212
315
185
1,562
-703
100.00
1,878
1,878
-564
-
8,590
-201
-
1,472
5,405
77.71
10,877
10,877
-2,686
-
36,143
986
-
9. rue de l'Abrivado - BP 85121 34073 Montpellier Cedex 3
Keolis Languedoc
927. avenue Joliot Curie 30000 Nîmes
Cars du Bassin de Thau
21 av de la Méditerranée - Lieudit
Etang d'Ingril 34110 Frontignan-La Peyrade
Keolis Emeraude
Rue des Rougeries ZI Sud 35400 Saint Malo
Keolis Armor
26. rue du Bignon - CS 27403 35135 Chantepie
116
Société Rennaise de Transports &
Services Handistar
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
43
54
100.00
44
44
-1,049
-
3,323
28
14
461
222
100.00
461
461
-1,343
-
8,609
12
-
2,458
-1,174
100.00
3,096
3,096
-20,034
-
109,145
-1,024
-
170
54
100.00
169
169
-317
-
4,421
26
-
6,087
-3,243
100.00
7,472
7,472
-1,331
-
15,033
19
-
1,910
-15
100.00
1,906
1,906
-10,248
-
57,559
151
-
274
-25
99.97
594
510
12
-
1,518
-12
-
537
-1,134
100.00
2,505
-
937
-
844
-847
-
100.00
300
300
26 rue Bignon - 35135 Chantepie
Keolis Saint Malo
rue des Rougeries BP 70548 35405 Saint Malo Cedex
Keolis Rennes
Rue Jean Marie Huchet - CS94001 35040 Rennes
Keolis Châteauroux
6 allée de la Garenne - ZI 36000 Châteauroux
Keolis Touraine
Impasse de Florence 37700 St Pierre des Corps
Keolis Tours
Avenue de Florence 37700 Saint Pierre des Corps
Train Bleu SARL
3 impasse Claude Charon 38160 St Marcellin
Voyages Monnet
Route de Grenoble 38590 St Etienne de St Geoirs
Keolis Porte d'Isère
Avenue du Lemand 38090 Villefontaine
Sté d'exploitat de l'aéroport Dole
Jura
50
56
51.00
26
-
700
-
2,379
-28
-
135
655
52.89
594
594
625
-
7,398
210
19
308
-87
100.00
427
427
369
-
10,010
-126
-
156
1,977
100.00
374
374
-2,026
-
3,609
521
293
94
920
100.00
874
874
52
-
3,906
94
82
2,076
4,713
100.00
9,926
9,926
-1,974
-
36,749
2,543
778
92
926
59.80
1,221
-
-189
-
3,317
-199
-
33 place de la Comédie 39000 Lons Le Saunier
Keolis Gascogne
215 Route de Benquet ZA de la Téoulière 40280 Saint Pierre du Mont
Keolis Blois
9 rue Alexandre Vezin - 41000 Blois
Les Cars Roannais
ZI les Guérins - 42120 Le Coteau
Cars Planche
10 boulevard Duguet 42600 Savigneux
Keolis Atlantique
3 rue de la Garde - ZI Bois Briand 44300 Nantes
Transports de la Brière
7 rue Pierre Vergniaud - Penhoet 44600 Saint-Nazaire
117
Keolis Voyages
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Percentage
of capital held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Loans and advances
and not refunded
in credit at
31 December 2015
8
92
100.00
7
7
-75
-
4,116
7
-
163
56
100.00
163
163
-630
-
3,948
34
20
802
707
100.00
802
802
913
-
67,241
400
80
-
-
5
1
-
224
34
100.00
224
224
-1,145
-
7,158
26
-
110
-54
100.00
135
135
-173
-
2,184
-45
-
35
2
100.00
35
35
-113
-
1,137
5
-
8
-281
100.00
8
-
1,003
-
1,732
-174
-
922
550
100.00
921
921
-10,432
-
56,883
314
116
497
528
100.00
3,102
3,102
-903
-
6,010
143
93
299
14
100.00
382
382
-1,166
-
8,904
58
-
149
36
100.00
149
149
-589
-
3,123
34
-
369
29
100.00
368
368
-2,545
-
13,264
38
-
2,575
-844
100.00
2,576
2,576
-718
-
25,622
-
-
95
44
100.00
95
95
-515
-
1,540
44
29
3 rue de la Garde-Zone de Bois
Briand - 44300 Nantes
Keolis Montargis
16 rue de la Baraudière 45700 Villemandeur
Keolis Orléans Val de Loire
64 rue Pierre Louget45800 Saint Jean de Braye
Keolis Cahors
-
127 boulevard Léon Gambetta 46000 Cahors
Keolis Agen
Rue Georges Clemenceau 47240 Bon Encontre
Keolis Marmande
Impasse Doumayne - ZA de Girauflat
- 47200 Marmande
Keolis Val de Maine
Rue du Bois Rinier ZI Saint Barthélémy 49124 Saint Barthélémy d'Anjou
Société de Gestion de l'Aéroport
d'Angers Marcé
Aéroport d'Angers-Marcé 49140 Marcé
Keolis Angers
Rue du Bois Rinier 49124 Saint Barthélémy d'Anjou
Keolis Manche
La Fosse Yvon 50440 Beaumont Hague
Keolis Cherbourg
491 rue de la Chasse aux Loups 50110 Tourlaville
Keolis Chaumont
Rue du Vieux Moulin 52000 Chaumont
Keolis Laval
Centre JM Moron - rue Henri Batard BP 0909 - 53009 Laval Cedex
Keolis Sud Lorraine
1 rue de la Sablière 54136 Bouxières Aux Dames
Keolis Bassin de Pompey
3 rue de la Sablière 54136 Bouxières Aux Dames
118
Keolis Lorient
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Percentage
of capital held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Gross value of
securities held at
31 December 2015
489
92
100.00
563
563
-5,682
-
29,724
26
-
10
644
99.00
10
10
-760
-
2,284
168
158
1,976
3,365
100.00
5,869
5,869
-3,824
-
35,154
2,122
986
324
6
100.00
324
324
-1,456
-
6,768
6
-
1,101
3,205
100.00
2,027
2,027
-6,182
-
23,135
1,019
1,057
165
2,107
96.32
3,222
3,222
-2,845
-
7,053
793
366
23,544
-30,379
100.00
42,041
42,041
44,849
-
308,330
-12,905
-
1,320
-1
100.00
8,450
-
2,812
-
9,098
-
-
183
6,715
100.00
4,027
4,027
4,683
-
22,075
343
-
38
969
100.00
38
38
-181
-
2,565
-8
-
581
-80
100.00
669
669
-
10,675
52
-
908
885
99.99
677
677
-
55,662
499
363
1,410
-1,259
100.00
2,365
2,365
660
-
5,062
-434
-
331
-326
100.00
841
841
-765
-
2,732
-176
-
100.00
4,288
-
-610
-
-
-
Boulevard Yves Demaine 56323 Lorient Cedex
Keolis Maritime Lorient
1 rue Yves Montand 56260 Larmor-Plage
Keolis 3 Frontières
5 rue de l'Abbé Grégoire 57050 Metz
Keolis Nevers
120 route de Marzy - 58000 Nevers
Trans Val-de-Lys
ZA de la nouvelle énergie - Rue de
l'énergie prolongée - 59560 Comines
Keolis Val Hainaut
36 rue Ernest Macarez 59300 Valenciennes
Keolis Lille
Château Rouge - 276 avenue de la
Marne - 59700 Marcq en Baroeuil
Transports Evrard
304 avenue du Tremblay - ZI de Vaux
- 60100 Creil
Keolis Oise
21 avenue Felix Louat - 60300 Senlis
Keolis Alençon
20 rue Ampère - 61000 Alençon
Keolis Arras
Rue Mongolfier ZI Est - 62000 Arras
Keolis Artois Gohelle
59 avenue Van Pelt - 62300 Lens
Caron Voyages
Resurgat 1 - 64 Boulevard industriel 62230 Outreau
Voyages Dourlens
ZAL n°3 - rue de Belle Vue 62700 Bruay La Buissiere
Voyages Fouache
1321 route Nationale 62117 Brebières
Keolis Boulogne sur Mer
359
218
100.00
559
559
-638
-
-
33
-
3,325
-116
100.00
5,520
5,520
-1,795
-
20,115
706
-
46/48 Rue des Canonniers 59000 Lille
Westeel Voyages
2. rue F. Jiolat - 62430 Sallaumines
119
Fouache Evasion
100.00
53
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Percentage
of capital held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Gross value of
securities held at
31 December 2015
-33
1321 route Nationale 62117 Brebières
Loisirs et Voyages
914
1,969
100.00
4,254
4,254
-2,004
1,943
-1,751
94.41
2,526
-
1,084
341
-9
100.00
2,250
2,250
296
1,367
711
95.16
2,626
2,626
179
16
100.00
747
2,160
-1,530
100.00
1,073
-628
100.00
-
11,688
605
352
5,211
-516
-
-
3,589
-106
-
-143
-
10,524
393
234
747
-916
-
4,694
24
-
3,401
618
-446
-
-
-31
-
2,087
2,087
373
-
4,008
-27
-
78
78
-84
-
-
-
-
655
7
12
-
-
-
ZI de l'Industrie - 63600 Ambert
KEOLIS NORD ALLIER
140 route de Lyon - 03400 Yzeure
TPR SARL
Chemin de la Saligue - 64140 Lons
Keolis Pyrénées
Quartier Lasbats - Route de Pau 65420 Ibos
Keolis Grand Tarbes
Centre Kennedy - Rue Jean Loup
Chrétien - 65000 Tarbes
Les Courriers Catalans
7 rue Jean Perrin - 66000 Perpignan
Transports GEP Vidal
7 rue Jean Perrin - 66000 Perpignan
Compagnie des Transports de
Perpignan
Holding Striebig
335
-
100.00
11,159
11,159
1
31
21
100.00
31
31
-
100.00
900
900
1,193
198 avenue de Strasbourg 67170 Brumath
Keolis Obernai
-
7 rue de la Gare 67210 Obernai Cedex
Autocars Striebig
198 avenue de Strasbourg 67170 Brumath
Autocars Eschenlauer
-
-
79.30
735
735
131
5,000
12,781
100.00
6,567
6,567
-11,901
-
33,623
2,311
1,500
1,639
-644
100.00
1,639
735
-1,107
-
3,600
72
-
40
2,014
100.00
38
38
-1,982
-
699
-39
-
45,946
-44,070
100.00
49,998
49,998
-53,694
-
371,095
-5,598
-
Route de Dresenheim 67620 Soufflenheim
Autocars Planche
69 rue du Champ du Garet 69400 Arnas
Keolis PMR Rhône
ZI La Bandonnière - 4 rue Maurice
Audibert - 69800 Saint-Priest
Interhône Alpes
69 rue du Champ du Garet BP 80157 - Arnas 69655 Villefranche sur Saône
Keolis Lyon
19 boulevard Vivier Merle 69212 Lyon Cedex 03
120
Keolis Val de Saône
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
953
271
99.27
1,006
1,006
-1,318
-
10,829
74
-
540
-310
100.00
540
-
-313
-
4,499
36
-
162
905
100.00
162
162
1,065
-
13,765
127
-
37
1,679
100.00
37
37
-2,100
-
-
1,672
1,672
185
4,166
100.00
5,631
5,631
-4,773
-
16,259
717
295
63
406
100.00
63
63
-894
-
4,161
153
125
344
24,112
99.99
560
560
20,382
-
105,362
4,359
2,233
37
2,207
100.00
660
660
-2,302
-
5,084
872
420
6,108
-11,178
100.00
6,104
-
4,346
-
6
-79
-
2,519
-3,190
100.00
3,419
3,419
-13
-
11,177
-948
-
50
2,220
85.00
43
43
-478
-
13,503
1,217
880
104
-192
100.00
324
324
-3,026
-
8,484
-147
-
100.00
180
180
30 rue de Guerlande - Zone Verte 71880 Chatenay le Royal
Keolis Aix Les Bains
1700 boulevard Lepic - 73100 Aix
Les Bains
Société pour la Mobilité à Paris
58 averue des Terroirs de France 75012 Paris
Institut Keolis
Keolis Seine Maritime
55/57 le Nid de Verdier - 76400
Fécamp
Keolis Rouen Vallée de Seine
3 Bis rue Nicephore Niepce - Zone
Industrielle - 76300 Sotteville les Rouen
Les Courriers de l'Ile-de-France
34 rue de Guivry 77980 Le Mesnil-Amelot
Val Trans Services Roissy
Rue des Acacias 77990 Le Mesnil Amelot
Airelle
1 à 9 avenue Francois Mitterand Immeuble Le Jade 93200 Saint Denis
Transroissy SNC
Rue de Paris Lieu-dit La Maladrerie 77990 Mesnil Amelot
Aerosat
Rue des Acacias 77990 Le Mesnil Amelot
Keolis Mobilité Roissy
34 rue de Guivry 77990 Le Mesnil Amelot
Keolis Roissy Services
Aeroportuaires
-
-
Rue de Paris - Lieu-dit La Maladrerie 77990 Le Mesnil Amelot
Cie des Transports Collectifs de
l'Ouest Parisien
40
1,437
50.00
20
20
-300
-
8,280
171
85
680
8,591
99.90
2,960
2,960
-1,285
-
29,277
1,311
440
358
-102
99.68
959
959
2,758
-
4,467
33
-
18 rue de la Senette 78755 Carrières sous Poissy
SVTU SA
12 avenue du Général de Gaulle Les Manèges - 78000 Versailles
Keolis Yvelines
12 avenue du Général de Gaulle Les Manèges - 78000 Versailles
121
Keolis Somme
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
219
96
99.99
219
219
-354
-
1,855
-
15
50
-118
50.96
26
-
191
-
404
-145
-
162
107
99.02
186
186
33
-
2,414
33
49
2,762
-2,345
100.00
2,824
2,824
-457
-
5,086
-125
-
1,344
2,419
95.08
5,303
5,303
170
-
17,104
55
-
113
55
100.00
111
111
-751
-
3,687
39
28
141
506
100.00
141
141
396
-
4,918
235
296
47
6,394
100.00
5,783
5,783
-4,310
-
11,491
844
848
50
51
100.00
1,982
-
-114
-
229
128
-
230
5,882
100.00
5,594
5,594
3,580
-
31,669
1,220
438
3,004
-2,148
100.00
5,705
5,705
3,443
-
9,529
-656
-
282
1,350
100.00
759
759
-710
-
12,078
414
211
40
-490
100.00
40
-
1,873
-
723
-497
-
482
572
100.00
2,557
2,557
158
-
7,281
270
190
10
-1,388
100.00
10
-
1,387
-
15
-79
-
40
527
100.00
1,184
566
-562
-
-
-1
-
397
-482
100.00
517
-
465
-
1,686
-253
-
ZI du Frier - 80290 Poix de Picardie
Société d'Exploitation de
l'Aéroport Albert Picardie
Rue Henri Potez - 80300 Meaulte
Keolis Abbeville
Place de la Gare - 80100 Abbeville
Cariane Littoral
Place de la Gare - 59820 Gravelines
Société Départementale des
Transports du Var
175 Chemin du Palyvestre - 83400
Hyères Keolis Châtellerault
6 rue Le Prince Ringuet - 86100
Châtellerault
Keolis Epinal
ZAC de la Magdeleine - 88000 Epinal
Autocars Garrel et Navarre
19 rue Charles Mory - 91210 Draveil
Société d'Exploitation Transport
de Voyageurs Evry-Ris
172 Avenue François Mitterrand 91200 Athis Mons
Athis Cars SA
172 avenue François Mitterrand 91200 Athis Mons
STA SARL
110 route Nationale 191 La belle Etoile - 91540 Mennecy
Intrabus EURL
1 à 3 avenue François. Mitterand 93200 Saint Denis
Société & Exp. Francilienne Inter
Modalité (STEFIM)
1 à 3 avenue Francois Mitterand Immeuble Le Jade 93200 Saint Denis
Autocars Delion
12 rue Jean Perrin - 92000 Nanterre
Keolis Mobilité Hauts de Seine
1-3 av Francois Mitterrand - Batiment
le Jade - 93200 La Plaine St Denis
S.F.D
Keolis Travel Services
12 rue Jean Perrin - 92000 Nanterre
122
Voyages Autocars Services
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Percentage
of capital held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Loans and advances
and not refunded
in credit at
31 December 2015
2,064
-1,413
100.00
4,020
4,020
6,859
-
8,595
308
-
1,300
-2,895
100.00
4,581
-
2,086
-
98
-133
-
38
3
100.00
38
38
-37
-
-
-34
-
150
26
100.00
98
98
-174
-
-
-14
-
8
-
100.00
8
8
-27
-
16
-1
-
128
1,668
99.99
130
130
3,261
-
5,596
269
85
8
-2,813
100.00
8
-
2,763
-
5,301
-221
-
259
879
50.10
777
-
4,981
-
27,732
360
-
8
236
100.00
8
8
1,039
-
2,975
235
235
10
8
100.00
7,235
7,235
-32
-
-
-
-
196
196
-
228
228
-
52 rue Jean Lemoine 93230 Romainville
Pacific Cars
20 rue du Bailly 93210 La Plaine Saint-Denis
Prioris
1 à 3 avenue François Mitterand 93200 La Plaine Saint Denis
Société des Transports et de
Serv. Aéroportuaires
1 à 3 avenue Francois Mitterand Bâtiment Le Jade 93200 Saint Denis
Transports Services Aérolignes
34 rue de Guivry 77990 Le Mesnil Amelot
Keolis Val d'Oise
1 chemin Pavé 95340 Bernes sur Oise
Aérobag
Rue de Paris - lieu-dit La Maladrerie 77990 Le Mesnil Amelot
Aerolis
Lieu-dit La Maladrerie - Rue de Paris
77990 Le Mesnil Amelot
Keolis Conseil & Projets
20 rue de la Villette - Immeuble le
Bonnel - 69003 Lyon
Motion Lines
20 rue Hector Malot - 75012 Paris
SCI St Nicolas
55/57 le Nid de Verdier 76400 Fécamp
SCI Héron Verdier
55/57 Le Nid de Verdier 76400 Fécamp
REV (Réseau en Vosges)
10
7
70.00
7
7
-180
-
2,481
3
-
654
390
100.00
654
654
-8,206
-
32,145
217
65
629
-461
100.00
651
165
-160
154
-7
-
250
218
83.97
210
210
-977
7,214
108
-
3 place Gambetta 88300 Neufchâteau
Keolis Amiens
45 rue Dejean - 80000 Amiens
Les Transports Dunois
Route de la souterraine 23800 Dun le Palestel
STA Creilloise
ZI du Marais sec - rue du pont de la
brèche sud - 60780 Villers Saint-Paul
123
Companies or groups
of companies
Voyages Chargélègue
TRANSKEO
KLP02
KLP03
1,291
Equity at
31 December 2014
-1,731
20 rue Le Peletier - 75009 Paris
124
20 rue Grand rue Vasles 79340 Menigoute
266 avenue du Président Wilson Immeuble Le Stadium 93200 Saint Denis
20 rue Le Peletier - 75009 Paris
100.00
1,772
-
51.00
51
51
100.00
10
-
100.00
10
-
191
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Percentage
of capital held at
31 December 2015
Other
equity
(€ thousand)
Share
capital
297
1
-
-
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
2) FOREIGN SUBSIDIARIES
Keolis Nordic *
c/o Advokatfirman Vinge KB - Box
1703 - 111 87 Stockholm - Sweda
Keolis Espagne
Via Augusta, 291 - 08017 Barcelona
- Spain
Keolis Canada Inc *
1 place Ville Marie - H3B 4M7
Montréal - Canada
Keolis UK *
Evergreen Buiding North 160 Euston Road - NW1 2DX London United Kiingdom
Keolis Bus Danmark *
2/4, Thorvald Borgs Gade 2300 Copenhagen - Danmark
Keolis Deutschalnd Gmbh & Co. KG
Rheinstrasse 4E - 55116 Mainz Germany
Keolis Deutschland
Verwaltungsgesellschaft GmbH
KG Postfach-103255 40023 Düsseldorf - Germany
Keolis Vlaanderen
Oosterring 17 - 3600 Genk - Belgium
Keolis America *
c/o National Corporate Research,
615 South Dupont Highway
Dover, Kent County 19901 Delaware
- USA
Keolis Australie *
140 William Street VIC 3000 Melbourne - Australia
Keolis Tramway d'Alger *
2 impasse Bossuet - Alger - Algeria
Eurobus Holding SA
62 av. de Navagne - 4600 Visé Belgium
Keolis Hyderabad Mass Rapid
Transit System Private Limited *
Cyber Tower - Q3 L4 - 500081
Hyderabad - India
Kilux
Weiswampach - Grand Duché Luxembourg
Striebig Deutschland GmbH
Lundelbrunnstrasse 6 - 76887 Bad
Bergzabern - Germany
KIBEL
62 av. de Navagne - 4600 Visé Belgium
100
-86,032
100.00
8,355
8,355
SEK
SEK
4,508
-527
100.00
20,445
3,997
29,569
-23,274
100.00
20,892
-
-15,886
SEK
SEK
-3,925
-
130
-
20,892
21,207
81,834
-9,703
-
100.00
3,059
3,059
20,437
CAD
CAD
2,000
1,899
GBP
GBP
24,857
110,326
DKK
DKK
51
-13,571
100.00
736
-
26
-15
100.00
26
7,348
8,905
100.00
46,565
-17,796
100.00
USD
USD
-
16,841
75.00
100.00
15,790
-
CAD
CAD
-
2,789
GBP
GBP
600,951
-13,932
DKK
DKK
126,664
-2,647
-
14
-
-
-
22,708
22,708
-
2,732
-
56,181
56,181
-
-6,902
-
USD
USD
11,275
22,616
11,275
22,616
44,835
-39,900
74,129
3,826
AUD
-
-831
AUD
AUD
-
-
-
100.00
198
-
36,461
100.00
131,453
131,453
-
156
-
3,500
121,641
100.00
50
50
327,905
83,040
1,439
INR
INR
INR
INR
13
20
DZD
DZD
25,000
37,671
30,433
100.00
20
20
468
9
-
100.00
1,000
1,000
-
-
-
100.00
81,708
81,708
-
1,302
-
125
-155,559
SYNTUS
5 Visbystraat - 7418 BE Deventer Netherlands
Keolis Nederland
5 Visbystraat - 7418 BE Deventer Netherlands
RDK
272
-7,843
100.00
22,248
22,248
-
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
122,633
-7,858
-
-
-1,362
-
18
-1,667
100.00
68
68
50.00
-
-
-7,290
54 quai de la Rapée - 75012 Paris
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Loans and advances
and not refunded
in credit at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Percentage
of capital held at
31 December 2015
B - NON CONSOLIDATED INVESTMENTS (BETWEEN 10% AND 50% HELD BY COMPANY)
1) French subsidiaries
T.I.C.E
182
1,153
19.00
35
35
-
-
-
338
617
35.00
111
111
92
-
-
-
763
2,340
34.02
1,687
1,687
3,717
9,431
903
99
80
50
40.00
32
-
932
-108
-
2,000
-90
25.00
500
500
43,649
-19
-
359
2,516
40.36
310
310
6,083
13,878
28
-
904
153
45.97
416
416
287
5,546
216
-
20.25
1,750
1,750
49.97
379
379
5,390
223
94
352 rue des Champs Elysées 91026 Evry
Scodec Voyages SCOP
La Tuilerie du Vignault - 79140
Cerisay
Canal TP
20 bd Poniatowski - 75012 Paris
Trans Pistes
37-39 rue d'Athènes - 13127 Vitrolles
Transports de l'Agglomération de
Metz Metropole
10 rue des intendants Joseph et
Ernest Joba - 57000 Metz
Société Transports Voyageurs
Devillairs
12 avenue du Général De Gaulle 78000 Versailles
Keolis Pays des Volcans
14, avenue de la Gare - 63260
Aigueperse
ONE PARK
35
Essec - Avenue Bernard Hirsch
BP 50105 - 95021 Cergy Pontoise
Cedex
Les Cars de Bordeaux
264
734
8, rue d’Artagnan 33000 Bordeaux
126
-
-
Dividends collected
31/12/2014
31/12/2014
by the Company at
31 December 2015
Net carrying value
31 December 2015
Gross value of
securities held at
31 December 2015
Percentage
of capital held at
31 December 2015
Other
equity
Companies or groups
of companies
Equity at
31 December 2014
Share
capital
(€ thousand)
Loans and advances
and not refunded
in credit at
31 December 2015
2) Foreign subsidiaries
Prometro
500
466
20.00
100
100
4,287
4,287
579
46,812
-127
-
Rua de Campo Alegre 17,
2 - 4150-177 Porto - Portugal
Goldlinq Holdings Pty Ltd
Level 2, 7 Bay Street -Southport QLD
4215 - Australia
Wuhan Tianhe Airport Transport
Center Operation and
Management Co., Ltd
47 HuangXiaoHe Road- District of
Jiang An- Wuhan - China
Shanghai KEOLIS Public
Transport
Operation Management Co.
5F Building N°1- 909 Guilin Road 201 103 Shanghai - China
STAR
Abidjan plateau - Avenue Nogue
Immeuble Brodway - 011450 Abidjan
- Ivory Coast
1,739
-
100.00
85
85
-
-
-
1,503
-438
100.00
724
724
-
-438
-
CNY
CNY
25.00
1
1
CNY
* Subsidiaries presented in local currency for Equity, Revenue and Net profit.
127
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,
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 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 value in use of financial investments and the
recoverable value of current accounts and receivables from
investments (§2.3 of the notes);
◗ measure the recoverable amount of goodwill resulting from
technical losses on mergers (§2.1 of the notes);
◗ risks related to current litigations (§2.7 of the notes).
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 Keolis;
◗ the justification of our assessments;
◗ the specific verifications and information required by law.
These financial statements have been approved by the Board of
Directors. 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 Board of Directors and
in the documents addressed to shareholders with respect to the
financial position and the financial statements.
According to the law, we have ensured that the information
related with acquisitions of subsidiaries or increases in their
share capital were communicated to you in the management
report.
Neuilly-sur-Seine, March 7, 2016
The Statutory Auditors
PricewaterhouseCoopers Audit
Deloitte & Associés
Françoise Garnier-Bel
Bertrand Boisselier
128
129

2015 Keolis SA financial report

Transcription

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