keolis sa 2015 financial report

financiaL rEport 2015keolis s.a.

CONTENTS

1. ManageMent RepoRt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Management Report of the Board of Directors at the Annual General Meeting on 12 April 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Appendix 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Appendix 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Appendix 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Appendix 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

2. consolidated Financial stateMents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Key figures for the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Notes to the consolidated financial

statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Statutory auditors’ report on theconsolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

3. UnaUdited ManageMent Financial stateMents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89Key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

4. annUal Financial stateMents . . . . . . . . 95Financial statements at 31 December 2015 . . . . . . . . . . . . 96

Notes to the Annual Financial Statements . . . . . . . . . . . . 100

Information on subsidiariesand non-consolidated investments . . . . . . . . . . . . . . . . . . . . . . . . . . 113

Statutory auditors’ report on the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128

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1. MANAGEMENT REpORT

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

CONTENTS

Management Report of the Board of Directorsat the Annual General Meeting on 12 April 2016A

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1. ManageMent RepoRt

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 informa-tion 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.

in continental Europe, Keolis renewed the Hellweg-netz contract in Germany, won the odense bus contract and aarhus tram contract in Denmark, won the Zwenzwoka railway tender and Utrecht bus tender in the netherlands and won the Dalarna bus contract in Sweden. in the United Kingdom, Keolis opened two new tram lines in nottingham, almost doubling the size of the network. in north america, Keolis renewed the urban contract for Mrc Les Moulins in canada and the railway operating contract VrE in the USa.

in the field of new connected mobility solutions, Keolis esta-blished 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 ser-vices projects for all public transport authorities.

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.

acquisition of aTe in australia

on 1 May 2015, Keolis Downer (51%-owned by Keolis and 49% by Downer EDi), australia’s largest light rail operator, acquired

australian Transit enterprises (atE), one of the country’s biggest bus operators.as a result of this acquisition, Keolis Downer has become the leading privately-owned multi-modal public transport operator in australia.Established in 1974 as a family business, atE has since conti-nued 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 com-pany 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 ser-

vices 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 ser-

vices in the suburbs of Brisbane (Queensland).

lille ticketing system

in Lille, malfunctions of the ticketing system delivered by parkeon resulted in its late implementation compared to the initial contrac-tual 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.

The Group’s financial results for 2015

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.

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 ope-rations on the Boston contract (+€118 million), the DLr contract

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in London (+€95 million) and the loss of E23 in Sweden (-€27 million).

Excluding foreign exchange impact and change in reporting scope, revenue is up +€315 million / +7.4%.

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).

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).

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 counter-balanced the poor results of north america, australia and new territories). an action plan has been established and is currently being deployed to boost north america and in particular re-establish profitability on the Boston contract. operational costs of the holding company are -€9.2 million higher than in 2014, of which 4.3 million relates to the unwinding of diesel hedges.

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 reti-rement.

net income (Group share) for 2015 amounts to €12.0 million as against €13.5 million in 2014.

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.

• CoNsoliDaTeD FiNaNCial sTaTeMeNTs

the consolidated financial statements are prepared in accor-dance with ifrS as adopted by the European Union.

revenues from ordinary activities amount to €4,836 million.

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.

• aNNUal FiNaNCial sTaTeMeNTs

the financial statements of the company are prepared in accor-dance 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.

after the posting of an exceptional loss of €890 thousand and a corporate income tax credit of €15,388 thousand, Keolis’ finan-cial 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

During the financial year 2015, Keolis S.a. acquired or took control of the following companies:

aCQUisiTioN oF CoMPaNies iN FRaNCe

name Date Percentage

Voyages a. fouache 15/10/2015 100% Keolis

fouache Evasion 15/10/2015 100% Keolis

prioris 30/10/2015 34% of shares held by Sia

forcity 18/03/2015 acquisition of a 5% share

onepark 14/10/2015 acquisition of a 20.25% share

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• ReseaRCH aND DeVeloPMeNT aCTiViTY

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 autho-rity 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.

Keolis wishes to develop its international footprint and will exa-mine 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

aCQUisiTioN oF CoMPaNies aBRoaD


HorniBrooK tranSit ManaGEMEnt ptY LtD

27/05/2015

KEoLiS DoWnEr BUS anD

coacHLinES ptY LtD: 100%

SoUtH WESt tranSit ptY LtD 27/05/2015

HorniBrooK tranSit

ManaGEMEnt ptY LtD: 100%

aUStraLian tranSit EntErpriSES ptY LtD 27/05/2015

HorniBrooK tranSit

ManaGEMEnt ptY LtD: 100%

HorniBrooK BUS LinES ptY LtD 27/05/2015


coacHLinES ptY LtD: 83.33%

HorniBrooK tranSit

ManaGEMEnt ptY LtD: 16.67%

patH tranSit ptY LtD 27/05/2015aUStraLian

tranSit EntErpriSES:

100%

SoUtHLinK ptY LtD 27/05/2015aUStraLian


100%

LinKSa ptY LtD 27/05/2015aUStraLian


100%

MaSaBi 23/10/2015 acquisition of a 5.13% share

esTaBlisHMeNT oF CoMPaNies iN FRaNCe


KEoLiS BaSSin D’arcacHon 26/02/2015 100% Keolis S.a.

KEoLiS orLY rUnGiS 03/03/2015 100% Keolis Seine Val de Marne

KEoLiS aLES 11/08/2015 100% Keolis S.a.

tranSKEo 07/10/201551% Keolis S.a.

49 % Sncf participations

KEoLiS BEaUnE 23/11/2015 100% Keolis S.a.

KEoLiS roiSSY SErVicES aEroportUairES

01/12/2015 100% Keolis S.a.

KEoLiS portE DE L’iSErE 02/12/2015 100% Keolis S.a.

KLp02 14/12/2015 100% Keolis S.a.

KLp03 14/12/2015 100% Keolis S.a.

esTaBlisHMeNT oF CoMPaNies aBRoaD

name Date PercentageKEoLiS DoWnEr BUS anD coacHLinES ptY LtD

10/03/2015 KEoLiS DoWnEr ptY LtD: 100%

KEoLiS DoWnEr BUS anD coacHLinES propErtY ptY LtD

10/03/2015


coacHLinES ptY LtD: 100%

KEoLiS aMEY MEtroLinK LiMitED 13/11/2015

KEoLiS (UK) LiMitED: 60%

aMEY raiLLiMitED: 40%

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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 gene-rated 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.

• NoN-FiNaNCial iNFoRMaTioN

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.

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 conso-lidation. furthermore, four Keolis subsidiaries will publish their own non-financial data insofar as they attain the thresholds for the appli-cation of the abovementioned article 225. these subsidiaries are Keolis Bordeaux, Keolis Lille, Keolis Lyon and Keolis rennes.

€ thousand FY 2015 FY 2014

Breakdown by invoice due date

- invoices due: (173) (396)

◗ from 0 to 30 days 30 203

◗ from 31 to 60 days 186 (143)

◗ over 60 days (389) (456)

invoices not yet due 7,656 13,605

TRaDe PaYaBles 7,483 9,011

amounts owing by suppliers 2,180 2,682

Supplier invoices not yet received 30,653 29,124

ToTal 40,316 45,016

trade payables and related accounts 35,264 37,827

Liabilities on assets and related accounts 5,052 7,189

ToTal 40,316 45,016

• 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:

Miscellaneous reserves €37,599,518.44

ToTal €37,599,518.44

• iNFoRMaTioN oN sUPPlieR PaYMeNT seTTleMeNT

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:

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Non tax deductible expenses We inform you that in the course of the past financial year, non-tax deductible expenses, within the meaning of articles 223 quater and 223 quinquies of the General tax code, totalled 233K€.

• sHaReHolDiNGs

on 31st December 2015, GroUpE KEoLiS S.a.S. owned 100% of the capital.

• eMPloYee sHaRes iN THe CaPiTal

on 31st December 2015, there were no employee shares in the company’s capital.

• 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

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.225-102-1 of the commercial code, we specify that during the finan-cial 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%.

• 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.

Mr. Jean-pierre farandou was re-appointed chairman and cEo during the Board of Directors’ deliberations of 3 March 2016.

2. Terms of office and functions exercised by each of the executive officers

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

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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

in accordance with legal requirements, you are requested to note that the amount of the dividend distributed and that of the cor-responding dividend tax credit for the three previous financial years were as follows:

Appendix 1 Non-financial dataB

1 • MeTHoDoloGY

1.1 Background

Keolis S.a. has voluntarily published non-financial data in the Keolis Group annual report for more than ten years.

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 commit-ment 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 ave-rage number of permanent employees throughout the financial year exceeds 500.

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.

the references indicated at the beginning of each paragraph refer to the articles of the implementation Decree followed for the purposes of this publication.

1.2 scope

non-financial data is consolidated on the same scope as finan-cial data (excluding Effia S.a., technical assistance and sub-sidiaries for which Keolis is not the majority shareholder).

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.

the scope for company data also covers 100% of Group staff.

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 pro-posed to subsidiaries in the set of indicators.

Environmental data has been calculated from data covering 82% of Group staff (represented by 48 subsidiaries and 42 lower-tier subsidiaries).

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.

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.

in view of the current collection process, data that is not available for this publication will be communicated next year.

social responsibility / human resourcesWorkforce: workforce registered as at 31 December in all Group subsidiaries and Keolis S.a.

Breakdown of workforce by geographical zone: breakdown by country of workforce registered as at 31 December.

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).

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keolis, a leading public transport operator, plays its part in sustainable development through a wide range of cor-porate initiatives. The different aspects of this social Responsibility are shared between the relevant departments- Health 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.

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).

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 departures: the cumulative number of depar-tures 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).

Total number of dismissals: refers to cumulative number of departures in France during the year relating to dismissals.

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).

Change in payroll: change in payroll between years n and n-1 in gross value and expressed as a percentage.

Percentage of part-time employees: percentage of employees with a part-time contract in the total workforce in france as at 31 December.

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.

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.

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.

Total number of training hours: the 2015 data relates to all of

the employees in the Group. complete data for 2014 is only available for france.

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 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 wor-ker with a disability.

environment

Environmental data concerns consolidated operational subsi-diaries and not the entity Keolis S.a., which has an administrative function and does not operate passenger transport.

Number of employees covered by an ISO 14001 certifica-tion: relates to employees registered in the workforce at 31 December exercising an ISO 14001 certified activity.

Percentage of employees covered by an ISO 14001 certi-fication: relates to the number of employees exercising an ISO 14001 certified activity as a proportion of the total Group work-force.

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.

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.

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 subsidia-ries (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.

Percentage of recovered non-hazardous waste: this mea-sures 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.

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.

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).

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).

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.

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 cor-responding use of energy.

1.4 Qualitative information

Qualitative information does not require any particular explana-tions.

11


2 • soCial DaTa

2.1 employment

Article code

subject of decree 2015 data 2014 data indicator

i-1-a-1

– total workforce and breakdown of employees by gender, age and geographical location

54,749 including 1,468 Keolis S.a.

53,434* including 1,414 Keolis S.a.

number of employees registered

as at 31 December

32,630incl. 1,468

6,1074,0383,8792,4681,4821,2501,133

819432391108

84

franceKeolis S.a.SwedenaustraliaUnited StatesBelgiumDenmarknetherlandsUKcanadaGermanyindianorwaychinaUnited arab Emirates

32,759*including 1,414

6,802 3,721* 2,395 2,309 1,440 1,292

1,035* 843403 326 100

7 2

franceKeolis S.a.SwedenUnited StatesBelgiumaustraliaDenmarknetherlandsUKcanadaGermanyindianorwaychinaUnited arab Emirates

total number of employees per

country

Group1,701 (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%)

< or = 25 years 26 to 30 years31 to 35 years36 to 40 years 41 to 45 years46 to 50 years51 to 55 years56 to 60 years61 to 65 years over 65 years

Group1,701 (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%)

< or = 25 years 26 to 30 years31 to 35 years36 to 40 years 41 to 45 years46 to 50 years51 to 55 years56 to 60 years61 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%

% of women in the total workforce

i-1-a-2 – new hires and dismissals

6,318 of which Keolis S.a.: 269

5,552* of which Keolis S.a.: 303

total number of new employees

2,910 of which Keolis S.a.: 172

2,490* of which Keolis S.a.: 147*

total number of departures,

excluding expiring fixed-term contracts

756 of which Keolis S.a.: 38

661* of which Keolis S.a.: 47*

total number of dismissals

i-1-a-3 – remuneration and its variation

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


2.2 organisation of work

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 well-being 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-1-c-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 conduc-ted. 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.

Article code


i-1-b-1 – organisation of working time

16.65% Keolis S.a.: 3.15%

16.73%* Keolis S.a.: 3.09%*

percentage of part-time employees

67.5% Keolis S.a.:0%

68.5%* Keolis S.a.: 0% percentage of driver employees

ii-1-b-1 – rate of absence 5.86% Keolis S.a.: 1.39%

5.63% Keolis S.a.: 1.23%* rate of absence for sick leave

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 interna-tional 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.

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 deve-lopment, 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

Article code


ii-1-d-1

– workplace accidents, notably their frequency and severity, and occupational illness

46.09 including Keolis S.a.:

2.16

52.69* including Keolis S.a.:

0.90*

Workplace accident frequency rate

3.92 including Keolis S.a.:

0.03

3.86* including Keolis S.a.:

0.01*

Severity rate of workplace accidents

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.

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 professio-nal 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.

Article code


i-1-e-2 – total number of training hours

1,239,811 of which Keolis S.a.:

40,513

681,775* of which Keolis S.a.:

37,769total number of hours of training

40,461 of which Keolis S.a.:

992

26,043 of which Keolis S.a.:

1,002

number of employees having received training

15


- Measures implemented in favour of employing people with a disability (article i-1-f-2)

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 exhi-bition 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 succes-sive 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.

Article code


i-1-f-2

– measures implemented in favour of employing disabled people

1,341.07 including Keolis S.a.:

3.77

1,451.5* including Keolis

S.a.:3.17*.

total number of workers with a disability (in units)

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 diffi-culty. applications are assessed by a panel made up of representatives of Keolis’ top management in france and employee representa-tives. 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, parti-cularly 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:◗ the 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.

◗ the 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.

◗ the 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:◗ the Group framework agreement for electricity supply includes an option allowing each subsidiary to subscribe on demand to

power from renewable energy sources.◗ the framework agreement for waste electrical and electronic equipment (WEEE) combines environmental concerns and suppor-

tive action as it is concluded with a sheltered work organisation.◗ the listing of a ‘green’ range of cleaning products, an organic part degreasing washer, printers with imprim’Vert certification or

from the sheltered work sector.◗ Various 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:◗ Vehicle and premises cleaning◗ Security◗ Vehicle charter services (subcontracting)

18


◗ Gardening services◗ Maintenance 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 repu-tational risks. this approach also provides a response to increasingly-expressed demands from clients but also from all our stake-holders 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:◗ the Guide for Ethical Business conduct◗ the brochure ‘Konformité at a Glance’,◗ the 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:◗ Gifts and hospitality,◗ Sponsorship and corporate giving,◗ Donations 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 intel-lectual 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 anti-social 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: ◗ continuing to optimise our energy consumption, ◗ improving waste management, ◗ minimising drinking water consumption for industrial activities.

Article code


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

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


- 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.

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-2the 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 autho-rity 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 – measures to

prevent, recycle and eliminate waste

4,283 3,289* 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.

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


i-2-c-1

– water consumption and water supply depending on local factors

744,622 641,492* Volume of water purchased in m3

8% 7% 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 behaviourEco-driving to reduce fuel consumption of vehicles. Simulator training raises bus, coach and tram drivers’ awareness of the bene-fits 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 acce-leration 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 assetsa 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.

- 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.

Article code


i-2-c-3

– energy consumption, measures taken to improve energy efficiency and use of renewable energies

229,266 215,932traction 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.

24


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 ave-rage 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.

Article code


i-2-d-1 – greenhouse gas emissions;

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

25


Appendix 2List of terms of office or functions performed in 2015 in other companies by the executive officers of KeolisB

26


Jean-Pierre FaRaNDoU

president / Sole Member of the Executive Board

GroUpE KEoLiS S.a.S.

chairman & cEo and Director

KEoLiS

chairman of Board of Directors

Union des transports publics et ferroviaires

(since 18/06/2015)chairman of Board of Directors

orchestre national d’ile-de-france

Michel laMBoleY

Director KEoLiS LYonDirector KEoLiS S.a.Director KEoLiS BorDEaUXDirector KEoLiS BorDEaUX MEtropoLEDirector KEoLiS LiLLEMember of Supervisory Board

Lion / SEnEca francE 1

Director EUroBUS HoLDinG (Belgium)Director KEoLiS ESpana

arnaud VaN TRoeYeN

Director KEoLiSDirector StE. D’EXpLoitation

aEroport aLBErt picarDiEMember of Supervisory Board

aEroLiS

Member of the Management Board

StÉ D’EXpLoitation aEroport DoLE JUra

Managing Director StÉ D’EXpLoitation aEroport DoLE JUra

permanent representative of Keolis

KEoLiS LiLLE

Director Effia (until 30/09/2015)Director onE parK (since 14/10/2015)Director KEoLiS tranSit aMErica, inc

(until 01/07/2015)Director 3695158 canaDa inc.

(until 01/02/2015)Director aUtocarS orLEanS EXprESS

inc. (canada) (until 14/04/2015)Member of the Supervisory Board

KEoLiS nEDErLanD B.V.

Director KEoLiS DoWnEr ptY LtD Director KDr Victoria ptY LtDDirector KDr GoLD coaSt ptY LtDDirector KEoLiS DoWnEr BUS anD

coacHLinES ptY LtD (australie) (since 10/03/2015)

Director KEoLiS DoWnEr BUS anD coacHLinES propErtY ptY

LtD (since 10/03/2015)

Xavier HUBeRT

Director KEoLiSDirector KEoLiS orLEanS VaL DE LoirEDirector KEoLiS rEnnESDirector KEoLiS LiLLE (until 18/11/2015)

olga DaMiRoN

Director KEoLiS president / Director inStitUt KEoLiSDirector KEoLiS rEnnES

(since 10/11/2015)

isabelle BalesTRa

Director KEoLiS S.a.Director KEoLiS LiLLE

(since 18/11/2015)

Patricia MeUNieR

Employee Director KEoLiScEo / Director ciE tranSportS DE

pErpiGnanDirector SociÉtÉ aUtoMoBiLES DE

proVEncEDirector ciE DES tranSportS

MEDitErranEEnSDirector KEoLiS BaiE DES anGESDirector StE DES tranSportS cotE

D’aZUr riVEraDirector KEoLiS cotE D’aZUr

Éric PaToUX

Employee Director KEoLiSDirector KEoLiS cHaLonS En

cHaMpaGnEDirector StE DES tranSportS DE

L’aGGLoMEration DE cHaUnY

Director KEoLiS cHatEaU tHiErrY (until 26/06/2015)

chief Executive KEoLiS cHÂtEaU tHiErrY (since 26/06/2015)

chief Executive KEoLiS cHaUMontchief Executive KEoLiS cHaUnY tErGniEr

(since 26/06/2015)Director KEoLiS cHaUnY tErGniEr

(until 26/06/2015)

Marc VilleNeUVe

Employee Director KEoLiS

Appendix 3Summary of delegations of powers and authorities granted by the general assembly of the board with regard to capital increasesBAppendix 4Table of earnings for the past five financial years (in euros)B

27


2015 2014 2013 2012 2011 2010

1 - Capital at end of period

a) Share capital 46,851,276 46,851,276 46,851,276 46,851,276 46,851,276 46,851,276

b) number of ordinary shares outstanding 3,904,273 3,904,273 3,904,273 3,904,273 3,904,273 3,904,273

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 196 787 773 186,836,372 175,946,238 166,466,450 156,170,734 155,223,584

b) Earnings before tax, profit sharing, depreciation and provisions

13,568,616 14,909,693 48,656,168 33,829,455 33,497,304 63,711,712

c) tax (tax credit) on profits (15,388,189 ) (15,845,019) (10,378,714) 8,104,182 1,197,877 -327,452

d) Employee profit sharing for the year - - - 1,916,846 - -

e) Earnings after tax, profit sharing, depreciation and provisions 37,599,518 25,151,149 38,731,482 59,750,217 45,477,141 20,490,765

f) Distributed earnings - 19,130,938 19,130,938 19,130,938 19,130,938 19,130,938

3 - earnings per share

a) Earnings after tax, but before allocations to depreciation and provisions

7.42 7.88 15.12 6.10 8.27 16.40

b) Earnings after tax and allocations to depreciation and provisions

9.63 6.44 9.92 15.30 11.65 5.25

c) Dividend paid on each share (net dividend) 4.90 4.90 4.90 4.90 4.90

4 - staff

a) average numbers employed 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

(arts. 133, 135 and 148 of the commercial companies Decree)

nil..

29

2. CONSOlIDATED FINANCIAl STATEMENTS

A Key figures for the Group . . . . . . . . . . . . . . . 30

B Consolidated financial statements . . . . . 31

1 • iNCoMe sTaTeMeNT . . . . . . . . . . . . . . . . . . . . . . . . 312 • sTaTeMeNT oF CoMPReHeNsiVe iNCoMe . . . . 323 • sTaTeMeNT oF FiNaNCial PosiTioN . . . . . . . . 334 • sTaTeMeNT oF CHaNGes iN eQUiTY . . . . . . . . . 345 • sTaTeMeNT oF CasH FloWs . . . . . . . . . . . . . . . . 35

C Notes to the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

1 • GeNeRal iNFoRMaTioN . . . . . . . . . . . . . . . . . . . . 362 • sUMMaRY oF siGNiFiCaNT aCCoUNTiNG

PoliCies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362.1 Basis of preparation . . . . . . . . . . . . . . . . . . . . . . . . . . 362.2 Changes in accounting principles . . . . . . . . . . . . . . . 382.3 Use of Management estimates

in the application of the Group’s accounting standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

2.4 accounting principles . . . . . . . . . . . . . . . . . . . . . . . . 383 • HiGHliGHTs oF FiNaNCial YeaR 2015 . . . . . . . 494 • NoTes To THe CoNsoliDaTeD iNCoMe

sTaTeMeNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504.1 staff costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504.2 other operating income . . . . . . . . . . . . . . . . . . . . . . 504.3 operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504.4 eBiTDa calculation . . . . . . . . . . . . . . . . . . . . . . . . . . 514.5 Financial income / (expense) . . . . . . . . . . . . . . . . . . 514.6 share in net profit for the year from investments

under the equity method . . . . . . . . . . . . . . . . . . . . . . 514.7 Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

5 • NoTes To THe CoNsoliDaTeD sTaTeMeNT oF FiNaNCial PosiTioN . . . . . . . . . . . . . . . . . . . . . 54

5.1 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 545.2. other intangible assets . . . . . . . . . . . . . . . . . . . . . . 555.3 Property, plant and equipment . . . . . . . . . . . . . . . . 565.4 investments under the equity method . . . . . . . . . . 575.5 Current and non-current financial assets . . . . . . . 585.6 inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585.7 Trade and other receivables . . . . . . . . . . . . . . . . . . . 595.8 Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . 595.9 equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605.10 Financial debt and long term borrowings . . . . . . 605.11 Financial assets and liabilities by category . . . . 645.12 Risk management and financial derivatives . . . . 655.13 Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715.14 operating liabilities and other debt . . . . . . . . . . . 756 • oTHeR CoMMiTMeNTs NoT ReCoGNiseD

iN THe sTaTeMeNT oF FiNaNCial PosiTioN aND CoNTRaCTUal CoMMiTMeNTs . . . . . . . . . 76

7 • DisPUTes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 778 • RelaTeD PaRTY TRaNsaCTioNs . . . . . . . . . . . . 778.1 Transactions with GRoUPe keolis s.a.s. and

Groupe eFFia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 778.2 Transactions with joint ventures and associates 778.3 Remuneration of the Group’s key managers . . . . . . 779 • PosT BalaNCe sHeeT eVeNTs . . . . . . . . . . . . . . 7710 • CoNsoliDaTioN sCoPe . . . . . . . . . . . . . . . . . . . 7810.1 subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7810.2 Joint ventures and associates . . . . . . . . . . . . . . . . 85

Statutory auditors’ report on the consolidated financial statements . . . . . . . . . . . 86

CONTENTS

30

2. Consolidated finanCial statements

(€ million) Note 31/12/2015 31/12/2014

Revenue 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

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

profit after tax from continuing operations 4.4 14.8

Profit attributable to equity shareholders 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

Net financial debt (cash surplus)1 548.2 346.9(1) Surplus cash positions are presented in brackets

Key figures for the GroupA

31


1 • iNCoMe sTaTeMeNT

(€ million) Note 31/12/2015 31/12/2014

revenue 4,817.4 4,275.6

other income from operations 18.7 25.5

iNCoMe FRoM CoNTiNUiNG oPeRaTioNs 4,836.2 4,301.1

Sub-contracting (180.2) (174.3)

purchases consumed and external expenses (1,596.8) (1,451.8)

taxes (15.0) (13.6)

Staff costs, incentive schemes, profit-sharing 4.1 (2,820.6) (2,458.8)

other operating income 4.2 48.5 48.3

other operating expense (35.6) (21.9)

net provisions on current assets (0.1) (4.6)

net depreciation and other provisions charged (187.9) (163.5)

profit/(loss) on recurring fixed asset disposals 1.3 1.4

amortisation of grants received 6.3 5.4

ReCURRiNG oPeRaTiNG PRoFiT 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)

Of which depreciation of other intangible assets and negative goodwill 5.7 (5.3)

oPeRaTiNG PRoFiT/loss BeFoRe iNVesTMeNTs UNDeR eQUiTY MeTHoD 37.0 34.5

profit/(loss) from associates 22.4 16.0

oPeRaTiNG PRoFiT/(loss) aFTeR iNVesTMeNTs UNDeR eQUiTY MeTHoD 59.4 50.5

net cost of financial borrowing 4.5 (12.3) (8.7)

other financial income 4.5 7.1 7.1

other financial expense 4.5 (15.0) (13.5)

FiNaNCial iNCoMe (eXPeNse) (20.2) (15.1)

profit before tax 39.2 35.4

taxation 4.7 (34.8) (20.6)

PRoFiT aFTeR TaX FRoM CoNTiNUiNG oPeRaTioNs 4.4 14.8

PRoFiT FoR THe YeaR 4.4 14.8

profit/(loss) attributable to non-controlling interests 7.6 (1.3)

PRoFiT aTTRiBUTaBle To GRoUP 12.0 13.6

Consolidated financial statements B

32


(€ million) 31/12/2015 31/12/2014


actuarial gains and losses on defined benefit pension schemes (0.3) (14.0)

tax on actuarial gains and losses on defined benefit pension schemes - 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)

translation differences and others 0.5 6.7

Unrealised gains and losses on financial hedging instruments 0.1 (7.8)

tax on items that may be reclassified to profit or loss (0.1) 2.7

iTeMs THaT MaY Be ReClassiFieD To PRoFiT oR loss 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

of which attributable to:

- Equity shareholders 25.2 13.7- non-controlling interests (7.6) 1.9

2 • sTaTeMeNT oF CoMPReHeNsiVe iNCoMe

33


asseTs(€ million)

Note 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

NoN-CURReNT asseTs 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

liaBiliTies(€ million)

Note 31/12/2015 31/12/2014

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 12.0 13.6

eQUiTY aTTRiBUTaBle To GRoUP 150.8 141.7

reserves attributable to non-controlling interests 59.1 19.5

profit for the year attributable to non-controlling interests (7.6) 1.3

eQUiTY 202.3 162.5non-current provisions 5.13 189.3 176.9

non-current financial debt 5.10 571.3 138.9

Deferred tax liability 4.7 68.2 43.7

NoN-CURReNT liaBiliTies 828.8 359.5

current provisions 5.13 55.3 52.0

current financial debt 5.10 68.2 167.7

Bank borrowings 5.8 266.4 376.9

trade payables and other liabilities 5.14 1,297.6 1,263.9

CURReNT liaBiliTies 1,687.5 1,860.5

ToTal liaBiliTies 2,718.7 2,382.5

3 • sTaTeMeNT oF FiNaNCial PosiTioN

34


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aT 31 DeCeMBeR 2013 46.9 140.0 (11.4) 0.3 (12.2) 116.7 163.5attributable to Keolis S.a. shareholders 46.9 126.7 (11.6) 0.3 (12.2) 103.2 150.0attributable to minority shareholders in subsidiaries - 13.3 0.2 - - 13.5 13.5Dividends paid to Keolis S.a. shareholders - (19.1) - - - (19.1) (19.1)change in Keolis S.a. shareholdings in its subsidiaries without losing control - (2.8) - - - (2.8) (2.8)

oPeRaTioNs aTTRiBUTaBle To keolis s.a. sHaReHolDeRs (a) - (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 - 5.8 - - - 5.8 5.8

oPeRaTioNs aTTRiBUTaBle To MiNoRiTY sHaReHolDeRs iN sUBsiDiaRies (B) - 5.4 - - - 5.4 5.4

profit for the year - 14.8 - - - 14.8 14.8requalification of non-classifiable reserves related to mergers - (2.8) - - 2.8 - - Gains / (losses) recognised directly in equity - - 6.7 (5.1) (0.8) 0.8 0.8CoMPReHeNsiVe iNCoMe (C) - 12.0 6.7 (5.1) 2.0 15.6 15.6CHaNGe iN THe YeaR (a+B+C) - (4.6) 6.7 (5.1) 2.0 (1.0) (1.0)attributable to Keolis S.a. shareholders - (8.4) 6.1 (5.1) 2.0 (5.5) (5.5)attributable to minority shareholders in subsidiaries - 6.7 0.7 - - 7.3 7.3aT 31 DeCeMBeR 2014 46.9 135.0 (4.3) (4.9) (10.2) 115.7 162.5attributable to Keolis S.a. shareholders 46.9 115.5 (5.6) (4.9) (10.2) 94.9 141.7attributable to minority shareholders in subsidiaries - 19.5 1.3 - (0.1) 20.8 20.8Dividends paid to Keolis S.a. shareholders - (19.1) - - - (19.1) (19.1)other changes (including effects of application of ifric 21) - 3.0 - - - 3.0 3.0oPeRaTioNs 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 - 38.9 - - - 38.9 38.9

oPeRaTioNs aTTRiBUTaBle To MiNoRiTY sHaReHolDeRs iN sUBsiDiaRies (B) - 38.4 - - - 38.4 38.4

profit for the year - 4.4 - - - 4.4 4.4Gains / (losses) recognised directly in equity - - 0.5 0.1 12.7 13.2 13.2CoMPReHeNsiVe iNCoMe (C) - 4.4 0.5 0.1 12.7 17.6 17.6CHaNGe iN THe YeaR (a+B+C) - 26.6 0.5 0.1 12.7 39.8 39.8attributable to Keolis S.a. shareholders - (4.2) 0.4 0.1 12.7 9.0 9.0attributable to minority shareholders in subsidiaries - 30.8 - - - 30.8 30.8aT 31 DeCeMBeR 2015 46.9 161.6 (3.8) (4.8) 2.4 155.5 202.3attributable to Keolis S.a. shareholders 46.9 111.3 (5.1) (4.8) 2.5 103.9 150.8attributable to minority shareholders in subsidiaries - 50.3 1.3 - - 51.5 51.5

4 • sTaTeMeNT oF CHaNGes iN eQUiTY

RESERVES AND OTHERItems that may be

reclassified to profit or loss

35


(€ million) Note 31/12/2015 31/12/2014

operating profit before investments under equity method 4.3 37.0 34.5

non-cash items 4.4 169.8 152.9

eBitda 4.4 206.7 187.4

Elimination of provisions on current assets - 4.6

changes in working capital (70.6) (32.3)

tax paid (28.0) (17.8)

a) NeT CasH FRoM oPeRaTiNG aCTiViTies 108.2 141.9

capital expenditure (201.4) (181.5)

proceeds from the sale of tangible and intangible assets 44.5 33.9

investment grants received 8.1 2.5

change in financial assets for concessions (ifric 12) (14.2) (19.1)

financial investments (140.1) (90.0)

proceeds from disposal of financial assets 6.5 10.9

cash flows on changes in reporting scope 4.7 27.2

B) NeT CasH FRoM iNVesTiNG aCTiViTies (292.0) (216.1)

FRee CasH FloW (183.8) (74.3)

net dividends paid (19.6) (19.7)

net dividends received 31.8 13.3

change in equity (other transactions with shareholders) 38.7 13.0

new borrowings 443.7 59.3

Borrowings repaid (160.2) (120.2)

interest received 1.3 1.1

interest paid (13.0) (9.8)

change in other financial debts 0.1 0.1

other (3.7) (6.2)

C) NeT CasH FRoM FiNaNCiNG aCTiViTies 319.1 (69.2)

D) FoReiGN eXCHaNGe TRaNslaTioN DiFFeReNCes 1.5 3.0

CHaNGe iN CasH aND CasH eQUiValeNTs (a+B+C+D) 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)

CHaNGe iN CasH aND CasH eQUiValeNTs 136.7 (140.4)

5 • sTaTeMeNT oF CasH FloWs

36


1 • GeNeRal iNFoRMaTioN

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 licen-sed public service operator within public-private contracts.

the company Keolis S.a., the Group’s holding company, is a société anonyme (public limited company) registered and domi-ciled in france, with its registered office located at 20/22, rue Le peletier, 75320 paris cedex 09.

the consolidated financial statements of the Group for the finan-cial 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 consoli-dates.

2 • sUMMaRY oF siGNiFiCaNT aCCoUNTiNG PoliCies

2.1 Basis of preparationthe Group's consolidated financial statements for the reporting period ending 31 December 2015 have been prepared in accor-dance with ifrS (standards and interpretations) published by iaSB as adopted by the European Union and rendered manda-tory from 1st January 2015. they are available at this site: http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm

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 seg-ments (ifrS 8).

the assets and liabilities in the Group’s consolidated financial sta-tements are measured and recognised according to various mea-surement bases authorised by ifrS, primarily at the historical cost basis of accounting, with the exception of derivative financial instru-ments and financial assets held for trading purposes or classified as afS (available for sale), which are measured at fair value.

2.2 Changes in accounting principles

application of standards, amended standards and interpretations that are mandatory as of 1st January 2015

•Standardsrelativetothescopeandmethodofconsolidation(ifrS 10, 11, 12, iaS 27 version ifric interpretation 21 "Levies")

ifric interpretation 21 "Levies" identifies the "obligating event", on the liability side of the balance sheet, which triggers taxes that fall within the scope of application of iaS 37 "provisions, contingent Liabilities and contingent assets". taxes are outflows of resources that represent economic benefits imposed by public authorities by virtue of the laws or regulations.

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.

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.

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 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 authori-ties' changes to the valuation methods for the 2016 fiscal year.

•AnnualImprovementstoIFRSs2011-2013Cycle

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 exceptio-nally allows for fair value to be measured not only for a series of

Notes to the consolidated financial statementsC

37


financial assets and liabilities on a net basis, but also for the mea-surement 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 lia-bilities under iaS 32 "financial instruments: presentation".

these improvements have no impact on the presentation of the last financial year.

standards, amendments to standards and interpretations not subject to early applicationin general, the Group does not apply in advance the standards and interpretations adopted by the European Union that apply to annual periods that start before 1 January 2015.

the Group has not applied the standards, annual improvements, amendments to standards and interpretations that have not been adopted by the European Union.


the amendments applicable to the annual periods starting on 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 short-term receivables and payables, with no stated interest rate on the invoice amounts; iaS 16 "property, plant and Equipment" and iaS 38 "intangible assets", which indicate that accumulated depreciation is calculated on the difference between the gross amount and the net amount accounted for; and iaS 24 "related party Disclosures", which stipulates that the reporting entity is exempted from the obligation to report the amount of the remu-neration paid to top executives, but it must indicate the amount of fees paid to service provider entities.


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 involve-ment in a transferred asset via a service agreement and the lack of information on the offsetting of financial assets and financial liabilities in condensed interim financial statements; iaS 19 "Employee Benefits" clarifying that the discount rate should be applied no longer at country level but according to the currency; and iaS 34 "interim financial reporting", which provides an expla-nation for the expression "elsewhere in the interim financial report".

•AmendmentstoIAS1:"PresentationofFinancialStatements"the amendments applicable to the annual periods starting on or after 1 January 2016 stipulate that the application of the mate-riality 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 infor-mation on accounting methods included in the notes.

•AmendmentstoIAS16:"Property,PlantandEquipment"andiaS 38 "intangible assets"

the amendments applicable to the annual periods starting on or after 1 January 2016 indicate that the use of the revenue based depreciation methods are not appropriate.

•LimitedamendmentstoIAS19"EmployeeBenefits"the amendments applicable to the annual periods starting on 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.

•AmendmentstoIAS27"EquityMethodinSeparateFinancialStatements"

the amendments applicable to the annual periods starting on 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.

•AmendmentstoIFRS11"JointArrangements"the amendments applicable to the annual periods starting on or after 1 January 2016 describe the method to recognize acqui-sitions of interests in a joint operation whose operations consti-tute 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 instru-ments, the deprecation of financial assets and hedge accoun-ting. 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.

38


the Group is examining these standards in order to determine their impact on the consolidated financial statements, as well as their practical consequences.

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 assump-tions 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.

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.

2.4 accounting principles2.4.1 Methods of consolidationSubsidiaries 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 subsidiariesall the Group’s subsidiaries are companies it exclusively controls directly or indirectly. the Group’s consolidated financial state-ments include the assets, liabilities, income and expenses of these companies.

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

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”.

Structured entities substantially controlled by the Group are fully consolidated.

associates and joint ventures consolidated under the equity methodEntities in which the Group exerts significant influence without exercising control are associates. Significant influence is presu-med 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, whe-reas its share of post-acquisition movements in reserves is reco-gnised 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.

Non-controlling investmentsa non-controlling investment is the share of interest in a subsi-diary which is not directly attributable to the parent company. non-controlling investments are recognised at fair value on the takeover date.

Year-end closing timing differencesfor 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 statementstransactions between consolidated companies which have an impact on their balance sheet or income statement are elimina-ted. 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.

2.4.2 translation of transactions and financial statements of foreign companies the Group’s consolidated financial statements are prepared in

39


euros, which is the functional and reporting currency of the parent.

Translation of the financial statements of foreign companiesthe 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 acqui-

sition of companies whose functional currency is not the euro are considered to be the assets and liabilities of such compa-nies: 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 reco-gnised in consolidated equity under the item “foreign exchange translation reserves”.

Translation of foreign currency transactionsthe functional currency of Group companies is their local cur-rency. transactions denominated in foreign currency are trans-lated by the subsidiaries into their functional currency at the rate of exchange prevailing at the transaction date.

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).

2.4.3 Business combinationsthe 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 fol-lowing 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).

acquisition costs are expensed in the year.

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

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.

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 goodwillGoodwill 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.

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.

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 acqui-sition, 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 aggre-gation as described in note 2.4.9.

negative goodwill is recognised in the income statement on the date of acquisition.

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.

40


these purchase commitments (firm or conditional) of non-control-ling interests do not transfer risks and benefits. they are reco-gnised in financial debts against a reduction of these earnings attributable to non-controlling interests. Where the value of the commitment exceeds the amount of ear-nings attributable to non-controlling interests the balance is reco-gnised in equity attributable to Group shareholders.

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-control-ling 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.

2.4.6 service concession arrangements Presentation of the iFRiC 12 interpretationan 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.

in its public transport activities, the Group is in particular the holder of outsourced public service contracts.

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 ope-rator 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

grantor on the amount of cash payments from the public ser-vice. 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 reco-gnised payments of fixed and variable fees in the ifric 12 asset valuation.

Financial asset modelin 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.

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 modelthe 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.

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 construc-

tion are completed;◗ remuneration relating to the provision of services.

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

41


balance covered through fees charged to users.

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 goodwillintangible assets are shown in the statement of financial position at their acquisition cost less the accumulated amortisation and impairments.

intangible assets mainly consist of patents, licences, trademarks, rights under contracts, pension plan assets, software and ser-vice concession intangible assets as defined by ifric 12.

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 rela-tionship 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.

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).

2.4.8 property, plant and equipmentExpenditure 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.

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.

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 dereco-gnition 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.

Given the nature of the Group’s business, the activities of the different subsidiaries do not include holding investment property assets.

subsequent expenditureSubsequent expenditure incurred in replacing property, plant or equipment is recognised under ppE only if it satisfies the fore-going general criteria and qualify as components.otherwise, this expenditure is recognised in the income state-ment as incurred.

through its public passenger transport activity, the Group incurs multiyear expenditure on heavy maintenance and major servicing operations on its light rail (underground railway, tramway) and passenger rail rolling stock. these are capitalised as assets as a component overhaul, which is subsequently depreciated. furthermore, expenditure which relates to refurbishments or leads to an increase in productive capacity and modifications bringing new functionality or that extend lifespans are contribu-tions that can be qualified as operator assets.

Depreciationthe 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 esti-mated useful lives are as follows:

Buildings 15 - 20 years

Equipment and tooling 5 - 10 years

office equipment and furniture 5 - 10 years

Vehicles:

Cars 5 years

Coaches and buses 10 - 15 years

Rolling stock 15 - 30 years

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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.

Recognition of finance leasesat the point of initial recognition the assets treated as finance leases are posted as tangible assets, with a corresponding finan-cial debt. the asset is recognized at the fair value of the asset at the start of the lease or, if it is lower, the present value of the minimum payments under the lease.

Recognition of operating leases payments made under operating lease agreements are reco-gnised as expenses in the income statement.

Government investment grantsGovernment grants wholly or partly covering the cost of investing in an asset are recognised as “trade payables and other liabili-ties” 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 assetsthe 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.

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 indi-cated.

cash Generating Units (cGUs) are the smallest group of assets generating cash flows largely independently of other 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 profita-bility assumptions taking account of past performance, fore-seeable 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.

Value impairment is recognised in the income statement, under other non-recurring expense, if the carrying amount of a cash-generating unit or group of such units is greater than its recove-rable 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.

this allocation must not result in the carrying amount of an indi-vidual 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 impair-ment loss or a reversal of an impairment loss has been reco-gnised, 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.

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2.4.10 Financial assetspurchases 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 finan-cial assets measured at fair value, for which transaction costs are recognised directly in the income statement).

financial assets are derecognised from the statement of financial position to the extent that entitlements to future cash flows have expired or have been transferred to a third party, and the Group has transferred virtually all the risks and benefits or the control of such assets. financial assets, the maturity (or intended holding period) of which exceeds one year, are recognised under “non-current financial assets”.

on the date of initial recognition, according to the purpose for which the asset is acquired, the Group classifies the financial asset in one of the accounting categories specified by iaS 39, “financial instruments: recognition and Measurement”. the Group does not use the “Held-to maturity investments” category.

Financial assets at fair value, recognised in profit or lossthese 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 instru-ments. they are measured at fair value and their subsequent fair value changes are recognised in the income statement.

loans and receivablesLoans 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 esti-mated recoverable amount is below the carrying amount. this category includes operating receivables, deposits and guarantees, loans and concession financial assets.

available for sale (aFs) financial assetsthese 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 posi-tion; changes in value are recognised in equity. When available for sale financial assets are sold, or if there is an objective indi-cation of impairment of these assets, any changes in fair value that have been recognised directly in equity are transferred to 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.

this category consists mainly of non-consolidated shareholdings.

impairment of financial assetsimpairment is recognised on a financial asset or group of financial assets where there is an objective indication of impairment arising from one or more events that have occurred since the initial recognition of the asset, and such impairing event has an impact on the estimated future cash flows from the financial asset or group of financial assets, and if its carrying value is higher than its estimated recoverable value.

2.4.11 inventoriesinventories consist mainly of consumables and miscellaneous goods or supplies used for the maintenance and upkeep of vehicles or intended for resale.

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.

2.4.12 trade receivables and other debtorstrade receivables and receivables from other debtors are initially recognised at their fair value which, in most cases is their nomi-nal value, given the generally short payment times. the carrying amount is subsequently measured where required at an amor-tised 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.

2.4.13 cash and cash equivalentsthis item includes cash, sight deposits and other short-term

44


deposits as well as other easily convertible liquid instruments with negligible risk of a change in value, maturing less than three months from the date of acquisition.

2.4.14 corporate income tax Keolis S.a. and its french subsidiaries are part of the tax peri-meter 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.

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.

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 carry-forward 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.

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.

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.

2.4.15 Financial debt and long term borrowingsall borrowings are initially recognised at fair value, less the related borrowing costs. thereafter, they are recognised at amortised cost, using the effective interest rate method, with the difference between the cost and the redemption value recognised in the income statement over the term of the borrowings.

the effective interest rate is the rate used to obtain the original carrying amount of a loan by discounting the future cash inflows or outflows over the loan’s term. the original carrying amount of the loan includes the transaction costs of the operation and any issuance premiums.

When a debt is reimbursed early, any non-amortised costs are recognised as expenses.

2.4.16 derivative financial instrumentsthe 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 reco-gnised at fair value in the statement of financial position on the date they are established, then on each financial year end date.

fair value is measured by using standard valuation methods and is based on the mid-market conditions commonly used in the markets. the market data used is Level 2 data, as described in ifrS 13.

the treatment of the gains and losses under the fair value revalua-tion depends on whether or not the derivative instrument is consi-dered a hedging instrument and the nature of the hedged item.

the changes in fair value of derivative financial instruments that are not eligible for hedge accounting are recognised under finan-cial 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.

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,

45


◗ the use of effectiveness testing to demonstrate the effectiveness of the hedging relationship prospective to the date of establish-ment, and retrospective to each financial close. this effective-ness must be reliably measured and fall within 80% and 125%.

interest rate, foreign exchange and commodity derivative finan-cial instruments are entered into with first-class bank counter-parties in accordance with the Group's counterparty risk management policy. consequently, the counterparty risk can be regarded as negligible.

interest rate risks relating to the variable rate portion of its financial debtthe Group's interest rate risk exposure results from its financial debt. the Group covers this risk by using derivative financial instruments.

the objective of the risk management is to protect the Group's financial income/(expense) from an increase in interest rates, while taking advantage of a decrease in rates to the greatest extent possible. the interest rate hedging policy implemented consists in favou-ring 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.

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 asym-

metrical collar;◗ floor calls, in particular to buy back floors that constitute asym-

metrical collars;◗ swaption calls;◗ swaption puts if tied with calls to constitute swaption collars.

Derivative financial instruments eligible for hedge accounting are recognised under cash flow hedges. the derivative financial instruments that are not eligible are recognised under trading.

changes in the intrinsic value of derivative financial instruments recognised under cash flow hedges are entirely recognised within equity (oci - other comprehensive income). the other items are recognised as financial income/(expense):◗ changes in fair value of derivative financial instruments not eli-

gible for hedge accounting (for example, the asymmetrical portion of collars);

◗ changes in the time value of all derivative financial instruments;◗ option premiums.

Foreign exchange riskthe 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 deri-vative financial instruments which allow it to fix the exchange rate of these intra-group loans.

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 invest-ments in local currency. the foreign exchange hedging policy implemented to achieve this objective consists of maintaining a reference exchange rate defined for the year.

the derivative financial instruments used by the Group are stan-dard, liquid and market-available:◗ forward and futures sales and purchases;◗ foreign exchange swaps;◗ call options;◗ put options in combination with call options to provide sym-

metric or asymmetric collars.

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.

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 eli-


◗ changes in the time value of all derivative financial instruments;◗ option premiums.

Commodities price risksWithin the scope of its activities, the Group is exposed to a risk in the fluctuation of the price of certain commodities, in particu-lar 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.

46


Management’s objective for commodity risk management is to defend the prices indexed under the contracts.

the Group covers this commodities risk using standard, liquid and market-available derivative financial instruments, namely:◗ swaps;◗ cap calls;◗ cap puts to unwind an existing cap or to realise a cap spread;◗ floor puts if tied with cap calls to create symmetrical or asym-

metrical collars;◗ floor calls, in particular to buy back floors that constitute asym-

metrical collars.

Derivative financial instruments eligible for hedge accounting are recognised under cash flow hedges. the derivative financial instruments that are not eligible are recognised under trading.

changes in the intrinsic value of derivative financial instruments recognised under cash flow hedges are entirely recognised within equity (oci). the other items are recognised as financial income/(expense):◗ changes in fair value of derivative financial instruments not eli-


◗ changes in the time value of all derivative financial instruments;◗ the contango/backwardation component, corresponding to

the price difference between the forward price for swaps (or exercise price for options) and the spot price;

◗ option premiums.

2.4.17 provisionsProvisions 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.

(a) Defined contribution plansDefined 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.

(b) Defined benefit plansDefined benefit plans refer to plans providing post-employment benefits other than defined contribution plans. the Group has a duty to accrue provisions for the benefits to be paid to serving members of its staff, and to pay the benefits of former members

of its staff. in substance, the actuarial and investment risks lie with the Group.

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 plansapart 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).

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 agree-ments applied within the Group:◗ “Convention collective des transports publics urbains”

(ccn_3099) – the national collective labour agreement for urban public transport;

◗ “Convention collective des transports routiers” (ccn_3085) – the national road-haulage collective labour agreement.

these schemes are partly financed by insurance policies. their value is measured over the average term of the policies (20 years) except in the case of Keolis S.a., which is measured on a per-petuity basis.

annual actuarial evaluations of the commitments of the defined benefit schemes are carried out each year end primarily by inde-pendent 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 long-term 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 econo-mic and demographic factors into account.

the value entered in the statement of financial position under pro-visions “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.

47


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 esti-mated life of the contract.

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.

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.

Long service medals are valued on the same basis as pension commitments, with the exception of the recognition of actuarial gains and losses. actuarial gains and losses are recognised in the income statement.

furthermore, the Group has implemented a long-term employee retention scheme.

other types of provisions provisions are accrued where at the end of the reporting period there is a present legal or implicit obligation towards third parties arising from a past event and there is a probability that an outflow of resources embodying economic benefits will be required to settle this obligation and a reliable estimate can be made of the amount.

in the context of its activity, the Group is generally subject to a contractual obligation to carry out multiyear heavy maintenance 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 contrac-tual obligation are greater than the economic benefits of the contract.

in cases of restructuring, an obligation is accrued in so far as the restructuring has been announced and is the object of a detailed

formalised plan or has been started prior to the reporting date.provisions due in more than one year are discounted whenever the impact is material.

2.4.18 payments in shares and similar paymentsthe Group has no share option plans or share purchase war-rants for the benefit of its members of staff.

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 dis-counting at the market rate would have a material impact. in the event of long payment delays, the suppliers’ debt is dis-counted. other payables include deferred revenues, corresponding to income received for services not yet provided, and investment grants not yet credited in the income statement.

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.

they are measured net of discounts and commercial benefits given, where the service has been provided. no income is reco-gnised where there exists significant uncertainty as to the reco-verability 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.

the revenue from urban passenger transport companies is recognised according to the terms of the contract signed with the public transport authority, taking account of all additional clauses and any vested rights (indexation clauses, etc). the same applies for revenue from intercity passenger transport companies, and other activities not under contract, recognised according to the services provided.

revenues include fees from value added services arising from the 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 consis-ting mainly of revenues classified by the Group as incidental, as well as the remuneration of concession financial assets.

2.4.21 other operating expensesSince 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.

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2.4.22 other operating incomeother 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, prospec-tion 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%.

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 reim-bursed to the company.

the Group holds the view that the cicE is a type of public sub-sidy within the application of iaS 20, insofar as it is used for financing working capital related expenditure. the cicE is reco-gnised under operating subsidies in the line “other operating income” of the consolidated income statement.

2.4.23 Recurring operating profitrecurring operating profit corresponds to the whole of the expenses and income arising from the Group’s recurring opera-ting 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 tran-sactions 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.

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;

◗ profit or loss from divestments of holdings which lead to a change in the method of consolidation as well as, where appli-cable, the revaluation effects of retained non-controlling inte-rests.

2.4.25 eBitda calculationEBitDa is calculated based on operating profit/(loss), plus or minus the profit or loss on asset disposals, the amounts repre-senting depreciation and amortisation, increases and reversals of provisions and the share of grant income released. recurring EBitDa corresponds to EBitDa less material non-recurring items.

2.4.26 Financial income / (expense)financial expenses include interest on borrowings and financial debt calculated using the effective interest rate method, the cost of early loan repayments or of cancelling credit lines, the financial interest not directly attributable to the operating margin and the financial cost of discounting non-current liabilities.

financial income includes income from deposits of cash or cash equivalents and dividends received from non-consolidated com-panies.

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 deri-vatives 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 accoun-ting, 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.

2.4.27 changes made to comparative periodsthe 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.

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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 conti-nued 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 com-pany 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 100 km of adelaide (South australia);

Hornibrook, providing timetabled route and school bus services in the suburbs of Brisbane (Queensland).

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4 • NoTes To THe CoNsoliDaTeD iNCoMe sTaTeMeNT

4.1 staff costs

staff costs

4.3 operating profit

average number of employees

(€ million) 31/12/2015 31/12/2014

Wages and social charges (2,367.8) (2,173.6)

taxes on remuneration (61.4) (61.1)

other staff expenses (1) (391.4) (224.1)

ToTal (2,820.6) (2,458.8)

31/12/2015 31/12/2014

Managers 2,012 1,769

Supervisory and technical staff 6,165 5,919

clerical and manual employees, drivers 45,089 42,143

ToTal 53,266 49,831

the average number of staff in the companies acquired during the period is averaged over the period.

(1) Other staff expenses include incentive schemes and profit sharing.

(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.

(€ million) 31/12/2015 31/12/2014


non-recurring costs of offensive bids (12.4) (15.6)

profit/(loss) on non-recurring fixed asset disposals 0.5 1.0

amortisation of contractual rights and trademarks (1) (1.6) (9.4)

other non-recurring items (5.7) (9.3)

◗ Net reorganisation expenses (8.5) (6.0)

◗ Change in provisions for contract losses 1.4 3.3

◗ Other 0.2 (6.6)

ToTal NoN-ReCURRiNG iTeMs (19.2) (33.2)

oPeRaTiNG PRoFiT BeFoRe iNVesTMeNTs UNDeR eQUiTY MeTHoD 37.0 34.5

4.2 other operating incomeUnder the cicE, the Group received €48.0 million in 2015, compared to € 48.1 million in 2014.

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4.4 eBiTDa calculation

4.5 Financial income / (expense)

(€ million) 31/12/2015 31/12/2014

oPeRaTiNG PRoFiT 37.0 34.5

net depreciation and other provisions charged 187.9 163.5

Depreciation and provisions on non-recurring items 1.6 11.8

◗ Including amortisation of contractual rights and trademarks 7.3 4.1

◗ Including Belgium negative goodwill and KTA goodwill depreciation (5.7) 5.3

amortisation of grants received (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)

profit/(loss) on fixed asset disposals (1.3) (1.4)

eBiTDa 206.8 187.4

non-recurring income and expense (1) 20.5 26.6

ReCURRiNG eBiTDa 227.2 213.9(1) non-recurring income and expense include significant offensive bid costs, major restructuring expenses and other significant exceptional items.

(€ million) 31/12/2015 31/12/2014

net cost of financial debt (12.3) (8.7)

◗ of which Cost of gross financial debt (13.6) (9.9)

◗ of which Income from cash and cash equivalents 1.3 1.2

other financial income and charges 7.1 7.1

other financial charges (15.0) (13.5)

◗ of which foreign exchange impact (5.5) (1.0)

FiNaNCial iNCoMe / (eXPeNse) (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

other associates (international, excluding UK) (0.1) -

ToTal JoiNT VeNTURes aND assoCiaTes 22.4 16.0

4.6 share in net profit for the year from investments under the equity method

52


4.7 Taxation

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:

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

CURReNT TaX eXPeNse (34.5) (35.3)

tax payable for the period (34.2) (35.9)

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 - (3.1)

TaX eXPeNse FoR THe YeaR (34.8) (20.6)

31/12/2015 31/12/2014

In % In € million In % In € million


profit/(loss) from associates (22.4) (16.0)

taxation 34.8 20.6

PRoFiT BeFoRe TaX aND BeFoRe PRoFiT/loss FRoM assoCiaTes 16.8 19.4

Legal rate of taxation in france 34.43% (5.8) 34.43% (6.7)

french / foreign taxation rate differentials -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

other permanent differences 39.80% (6.7) 17.13% (3.3)

Crédit d’Impôt Compétitivité Emploi -98.54% 16.5 -85.27% 16.6

Effect of direct taxation (cVaE) 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)

(€ million) 31/12/2015 31/12/2014

DeFeRReD TaX asseTs 75.4 77.0

Less than one year 14.7 9.2

More than one year 60.7 67.9

DeFeRReD TaX liaBiliTies (68.2) (43.7)

Less than one year (15.2) (7.8)

More than one year (53.0) (35.9)

53


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 cre-dits. 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:

(€ million) Net position

oPeNiNG BalaNCe oN 1 JaNUaRY 2015 33.3recognised in equity -

recognised in profit for the year (0.3)

Effect of consolidation scope changes (27.3)

foreign exchange translation difference and other movements 1.4

ClosiNG BalaNCe oN 31 DeCeMBeR 2015 7.2

(€ million) Net position

oPeNiNG BalaNCe oN 1 JaNUaRY 2014 14.8recognised in equity 7.6

recognised in profit for the year 14.6

Effect of consolidation scope changes (5.2)

foreign exchange translation difference and other movements 1.5

ClosiNG BalaNCe oN 31 DeCeMBeR 2014 33.3

net deferred taxes by type are as follows:

(€ million) 31/12/2015 31/12/2014

purchase accounting asset revaluations (52.2) (33.2)

Staff benefits 45.8 40.7

tax losses 33.7 34.5

other (20.1) (8.5)

ClosiNG BalaNCe oN 31 DeCeMBeR 7.2 33.3

54


5 • NoTes To THe CoNsoliDaTeD sTaTeMeNT oF FiNaNCial PosiTioN

5.1 Goodwill

Changes in carrying amount

(€ million) France Continental Europe Australia UK North

America total

at 1 January 2015 95.6 106.3 - - 31.8 233.6

acquisitions (1) 0.4 0.1 38.8 - - 39.3

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 - 43.7 278.4of which accumulated amortisation and impairment charges (0.4) - (0.2) - (10.4) (11.1)

(€ million) 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 - - - - (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

of which gross value 96.0 106.3 - - 41.8 244.1of which accumulated amortisation and impairment charges (0.4) - - - (10.0) (10.5)

impairment testingthe main assumptions made for impairment tests are as follows:

discount ratethe 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.

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.

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.

long-term growth ratesthe growth rate applied to the main cash-generating units or groups thereof was 2%.

sensitivity of recoverable amountsSensitivity 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).

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 cash- generating units.

(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.

55


5.2 other intangible assets

(€ million) 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

assets disposed of and scrapped (9.8) - - (1.4) (11.2)

amortisation (17.1) (0.3) (7.7) (17.4) (42.6)

changes in reporting scope (0.1) - 68.8 - 68.7foreign 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

of which gross value 107.0 5.9 124.2 166.9 404.0of which cumulative depreciation and impairment losses (74.3) (1.6) (28.1) (96.2) (200.2)

(€ million) 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

assets disposed of and scrapped - - - (0.1) (0.1)

amortisation (16.0) (0.3) (3.7) (14.7) (34.7)

changes in reporting scope - - 6.1 - 6.2foreign exchange translation differences and other movements 5.9 0.5 1.2 11.2 18.8

at 31 December 2014 34.3 4.1 36.6 74.6 149.7

of which gross value 102.8 5.4 56.9 153.5 318.6of which cumulative depreciation and impairment losses (68.5) (1.3) (20.3) (78.9) (168.9)

56


5.3 Property, plant and equipment

(€ million)

land

&

Dev

elop

men

ts

Bui

ldin

gs

Equi

pmen

t an

d to

olin

g

Tran

spor

t eq

uipm

ent

pp

E un

der

cons

truc

tion

Oth

er

tota

l

at 1 January 2015 25.5 47.0 29.2 426.4 24.9 67.5 620.5

acquisitions 2.4 11.3 10.1 123.3 9.0 18.4 174.6

assets disposed of and scrapped (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 69.4foreign exchange translation differences and other movements 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

Of which gross value 45.2 152.5 95.7 1,133.4 15.5 156.2 1,598.5Of which cumulative depreciation and impairment losses (7.4) (74.4) (61.5) (644.2) - (99.5) (887.1)

(1) Mainly relates to contractual rights acquired in australia (atE).

(€ million)

land

&

Dev

elop

men

ts

Bui

ldin

gs

Equi

pmen

t an

d to

olin

g

Tran

spor

t eq

uipm

ent

pp

E un

der

cons

truc

tion

Oth

er

tota

l

at 1 January 2014 25.6 42.6 30.2 379.1 20.4 60.2 558.1

acquisitions 3.8 10.7 6.7 116.3 11.8 24.5 173.7

assets disposed of and scrapped (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)

changes in reporting scope - 0.7 - 35.3 - 1.0 37.0foreign exchange translation differences and other movements - 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

Of which gross value 30.8 110.6 85.9 1,048.3 25.0 154.2 1,454.8Of which cumulative depreciation and impairment losses (5.3) (63.6) (56.6) (621.9) (0.1) (86.7) (834.3)

Finance leases at 31 December 2015, finance leased assets included within assets in the statement of financial position comprised:

Schedule of minimum finance lease payments

(€ million)Transport

equipmentland and Buildings total

Gross value 276.1 7.0 283.1

Depreciation (143.3) (3.9) (147.2)

ToTal FiNaNCe leaseD FiXeD asseTs 132.9 3.1 136.0

(€ million) 1 year 1 to 5 years > 5 years total

principal 26.1 77.9 19.6 123.6

interest 5.3 7.7 4.5 17.5

FiNaNCe lease PaYMeNTs 31.4 85.6 24.1 141.1

57


5.4 investments under the equity methodthe 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:

the financial elements relating to significant joint ventures are presented below at 100% of their values:

(€ million)

Gov

ia &

sub

sidi

arie

s

Firs

t / K

eolis

Tr

ansp

enni

ne

Oth

ers

Tota

l ass

ocia

tes

Gov

ia &

sub

sidi

arie

s

Firs

t / K

eolis

Tr

ansp

enni

ne

Oth

ers

Tota

l ass

ocia

tes

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

◗ incl. net profit 35.5 20.8 na na 16.4 22.5 na na

non-current liabilities 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% - -reconciliation of financial data with value of investments under equity method: - - - - - - - -

Group share of net assets 23.7 12.3 3.4 39.4 19.4 14.4 2.4 36.2

Goodwill - - - - - - - -

other - - - - - - - -

Net book value of investments 23.7 12.3 3.4 39.4 19.4 14.4 2.4 36.2

(€ million) 31/12/2015 31/12/2014

aT 1 JaNUaRY 36.2 23.5

net profit attributable to Group 22.4 16.0

Depreciation - -

PRoFiT/(loss) FRoM iNVesTMeNTs UNDeR eQUiTY MeTHoD 22.4 16.0

change in fair value affecting equity (1) 13.1 8.4

foreign exchange translation differences (1.2) 1.0

Dividends paid (31.6) (12.9)

changes in consolidation scope & other 0.6 0.2

aT 31 DeCeMBeR 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.

31/12/201431/12/2015

58


5.5 Current and non-current financial assets

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.

(€ million)

loan

s an

d

rece

ivab

les

Sec

uriti

es a

vaila

ble

for s

ale

Dep

osits

and

gu

aran

tees

Der

ivat

ive

asse

ts

Con

cess

ion

finan

cial

as

sets

tota

l

at 31 December 2015

Gross value 7.5 37.8 29.4 0.2 125.4 200.2

impairment - (0.3) - - - (0.3)

Net value 7.5 37.5 29.4 0.2 125.4 199.9

◗ Less than one year 0.2 - 18.5 0.2 - 18.8

◗ More than one year 7.3 37.5 10.8 - 125.4 181.0

5.6 inventories

(€ million) 31/12/2015 31/12/2014

Gross inventories 86.4 82.5

provisions (4.4) (4.4)

NeT iNVeNToRies 82.0 78.0

(€ million)

loan

s an

d

rece

ivab

les

Sec

uriti

es a

vaila

ble

for s

ale

Dep

osits

and

gu

aran

tees

Der

ivat

ive

asse

ts

Con

cess

ion

finan

cial

as

sets

tota

l

at 31 December 2014

Gross value 8.4 23.3 32.4 0.1 106.1 170.1

impairment - (0.3) - - - (0.3)

Net value 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

59


5.7 Trade and other receivables

(€ million) 31/12/2015 31/12/2014

trade receivables 400.4 367.6

advances and down payments on orders 8.1 8.0

amortisation of accounts receivable (10.3) (10.0)

TRaDe ReCeiVaBles 398.1 365.6

receivables from staff and welfare agencies 4.2 6.9

central government and local authorities 237.4 180.6

prepayments 24.1 21.2

other(1) 166.3 159.8

Depreciation of other debtors (1.3) (1.1)

oTHeR ReCeiVaBles 430.7 367.5

(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) 31/12/2015 31/12/2014

cash 285.2 218.7

Short term investments 25.4 66.0

ToTal ReCoGNiseD as asseTs 310.6 284.7

BaNk oVeRDRaFTs (266.4) (377.1)

NeT CasH aND CasH eQUiValeNTs 44.2 (92.5)

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.

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.

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.

60


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 earningsat 31 December 2015, Keolis S.a. held distributable reserves and earnings of €94.0 million and €37.6 million respectively.

Non-controlling interestsat 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:

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.

(for 1 euro) 2015 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

indian rupee 71.141807 72.021500 81.040600 76.719000

61


Financial debt breakdown by type

At 31 December 2015

(€ million)amounts in the

statement of financial position

term Rates

finance leasing 2.8 2016 Variable rates

finance leasing 23.4 2016 Fixed rates

Derivatives 0.3 2016 -

Loans 3.1 2016 Fixed rates

Loans 38.6 2016 Variable rates

sUBToTal, less THaN 1 YeaR 68.2

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

Employee profit-sharing 0.6 2017-2020 Fixed rates

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

(€ million)amounts in the

statement of financial position

term Rates

finance leasing 10.1 2015 Variable rates

finance leasing 15.8 2015 Fixed rates

Derivatives 1.6 - -

Loans 1.8 2015 Fixed rates

Loans 138.5 2015 Variable rates

sUBToTal, less THaN 1 YeaR 167.8

owed to non-controlling shareholders (put option) 10.4 2016 -

finance leasing 7.9 2015-2018 Variable rates

finance leasing 82.1 2015-2018 Fixed rates

Employee profit-sharing 0.9 2015-2018 Fixed rates

Derivatives -

Loans 9.0 2015-2018 Fixed rates

Loans 28.6 2015-2018 Variable rates

sUBToTal, MoRe THaN 1 YeaR 138.9

ToTal 306.7

62


Financial debt breakdown by maturity

Financial debt breakdown by currency

Maturity

(€ million) 2016 2017 2018 2019 2020 After 2020 total

finance leasing 26.2 26.7 24.8 16.6 9.6 19.6 123.7

other liabilities 42.0 26.6 30.8 7.4 386.0 23.1 515.9

ToTal 68.2 53.3 55.6 24.1 395.6 42.7 639.5

(€ million) at 31 December 2015 At 31 December 2014

Euro 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

norwegian crown - -

ToTal 639.5 306.7

63


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.

statement of changes in financial debts

(€ million)

31/1

2/20

14

incr

ease

dec

reas

e

cha

nges

in

repo

rtin

g sc

ope

impa

ct o

f exc

hang

e ra

te

oth

er

31/1

2/20

15

finance leasing 25.9 5.4 (16.8) 4.2 (0.4) 7.8 26.2

owed to non-controlling shareholders (put option) - - - - - - -

Derivatives 1.6 - - - - (1.2) 0.3

Loans 140.3 6.6 (124.4) 0.8 1.8 16.6 41.7

sUBToTal, less THaN 1 YeaR 167.8 12.0 (141.2) 5.0 1.4 23.2 68.2

owed to non-controlling shareholders (put option) 10.4 - - - - (0.8) 9.5

finance leasing 90.0 27.2 (19.0) 6.5 (1.8) (5.5) 97.5

Employee profit-sharing 0.9 - - - - (0.4) 0.6

Derivatives - - - - - - -

Loans 37.6 437.9 (0.1) 3.9 - (15.5) 463.7

sUBToTal, MoRe THaN 1 YeaR 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

64


5.11 Financial assets and liabilities by category

at 31 december 2015Book value by category of instruments

€ million

Fair

valu

e th

roug

h pr

ofit a

nd lo

ss

Fair

valu

e th

roug

h eq

uity

Fair

valu

e th

roug

h p

&l

and

equi

ty (d

eriv

ativ

e in

stru

men

ts)

Deb

ts a

t am

ortis

ed

cost

Tota

l

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

current financial assets - - 0.2 18.7 18.8

cash and cash equivalents 25.4 - - 285.2 310.6

asseTs 25.4 37.5 0.2 1,276.3 1,339.3

non-current financial debt - - - 571.3 571.3

current financial debt - - 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

at 31 december 2015Fair value by level

€ million

leve

l 1:

list

ed p

rice

leve

l 2:

Mod

el b

ased

on

obs

erva

ble

para

met

ers

leve

l 3:

Mod

el b

ased

on

non-

obse

rvab

le

para

met

ers

Tota

l

investments available for resale - - 37.5 37.5

other receivables - - - -

current financial assets - 0.2 - 0.2

cash and cash equivalents 25.4 - - 25.4

asseTs 25.4 0.2 37.5 63.0

current financial debt - 0.3 - 0.3

other current operating liabilities - 6.4 - 6.4

liaBiliTies - 6.8 - 6.8

65


(€ million)other comprehensive income

account (oci)(reclassifiable as income)

latent financial income/

(expense)

Underlying asset Hedge accounting

Fair value at 31/12/2014 change (1) Reclassified (2) change (3)

Fair value at 31/12/2015

interest rates cfH (0.2) - 0.2 - 0.1

interest rates trading - - - - -ToTal iNTeResT RaTes (0.2) - 0.2 - 0.1

currency niH - - - - -

currency trading (1.3) - - 1.1 (0.2)

ToTal CURReNCY (1.3) - - 1.1 (0.2)

commodities cfH (6.5) (4.2) 4.9 (0.5) (6.3)

commodities trading (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.

the impact on 2015 profit for the year is presented in the table below:

(€ million) eBitda Financial result obtained

Underlying Hedge accounting change changeinterest rates cfH - (0.2)

interest rates trading - (1.1)

ToTal iNTeResT RaTes - (1.3)

currency niH - -

currency trading - (9.6)

ToTal CURReNCY - (9.6)

commodities cfH (6.6) (0.3)

commodities trading - (0.3)

ToTal CoMMoDiTies (6.6) (0.6)

ToTal (6.6) (11.5)

this table excludes accrued interest.

5.12 Risk management and financial derivatives the Group uses derivative financial instruments to manage exposure to financial market risks resulting from its operational, financial and investment activities:◗ interest rate risk;◗ foreign exchange risk;◗ commodities risk.

as at 31 December 2015, the Group held derivative instruments:◗ eligible for hedge accounting and recognised as cash flow hedges (cfH), or as net investment hedges (niH); ◗ or non-eligible for hedge accounting and recognised in trading.

fair values are calculated by using standard valuation methods and on a basis of mid-market conditions commonly used in the finan-cial 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:

66


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

interest rate instruments 0.2 0.1 - 0.2

currency instruments - 0.3 - 1.4

commodities instruments - 6.5 - 6.8

ToTal 0.2 6.9 - 8.4

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 ins-truments that are not eligible are recognised under trading.

the breakdown between the Group’s fixed and variable rate debt is as follows:

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.


Variable rate 471.3 186.7

fixed rate 158.7 109.6FiNaNCial DeBT aND loNG TeRM BoRRoWiNGs aDJUsTeD FoR aCCRUeD iNTeResT 630.0 296.3

Variable rate cash and cash equivalents (44.2) 92.2

fixed rate cash and cash equivalents - -

CasH aND CasH eQUiValeNTs (44.2) 92.2

accrued interest receivable (0.1) (0.1)

Loans and receivables (7.4) (8.3)

Deposits and guarantees (29.4) (32.3)

Derivative assets (0.2) (0.1)

profit sharing (0.6) (0.9)

NeT FiNaNCial DeBT 548.2 346.8

67


(€ million)

at 31 December 2015 At 31 December 2014


interest rate instruments:

◗ cash flow hedges 0.2 0.1 - 0.2

◗ trading - - - -

ToTal 0.2 0.1 - 0.2

(€ million)

at 31 December 2015

Nominal Fair Value

rate swaps 55.0 0.1

purchases of options - -

collars - -

Sales of options - -

ToTal 55.0 0.1

(€ million)

at 31 December 2015

Market rate -0.5% Market rate +0.5%

impact oci (reserves reclassifiable as income) (2.3) 2.3

impact financial income/(expense) - -

ValUaTioN (2.3) 2.3

the sensitivity of the portfolio of derivative financial instruments to an impact of 0.50% on interest rate levels is presented below:

the derivative instruments are recognised in the statement of financial position at their fair value at the following amounts:

the nominal amounts and fair values of the derivative financial instruments are as follows:

all of the interest rate derivative financial instruments held at 31 December 2015 mature between 2016 and 2023.

68


Foreign exchange risk managementthe 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:

(€ million)



currency instruments:

◗ net investment hedges - - - -

◗ trading - 0.3 - 1.4

ToTal - 0.3 - 1.4

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:

(€ million)

at 31 December 2015

90% of the exchange rate

110% of the exchange rate

impact oci (reserves reclassifiable as income) - -

impact financial income/(expense) 16.2 (16.6)

FaiR ValUe 16.2 (16.6)

69


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:

the sensitivity of commodity hedging contracts to a variation of plus or minus 10% in commodities’ prices is detailed below:

(€ million)

at 31 December 2015

90% of diesel price

110% of diesel price

impact oci (reserves reclassifiable as income) (7.8) (5.0)

impact financial income/(expense) (0.2) -

iMPaCT FaiR ValUe (8.0) (4.9)

(€ million)



Derivative financial instruments on commodities

◗ cash flow hedges - 6.3 - 6.5

◗ trading - 0.2 - 0.2

ToTal - 6.5 - 6.8

Counterparty riskthe transactions generating a potential counterparty risk for the Group are as follows:◗ cash deposits;◗ derivative financial instruments;◗ trade receivables.

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 instrumentVolume in tonnes

yet to mature Maturing in 2016 Maturing in 2017

Swaps 32,632 28,932 3,700

tunnels◗ cap purchases and floor sales 11,500 9,900 1,600

◗ floor sales 1,950 1,950 -

ToTal 46,082 40,782 5,300

70


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: •AuthorisedBanks; •Banksundersupervision; •Non-authorisedBanks.these categories are defined based on criteria specific to banks (rating) or Keolis (Group financing).◗ cash investments and derivative financial instruments are only undertaken with counterparties that belong to the “authorised

Banks” category;◗ the portfolio of cash investments complies with weighting restrictions;◗ the “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;◗ the 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:◗ all the investments made and all the derivative financial instruments held by the Group were established with bank counterparties

in the “authorised Banks” category;◗ the 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 riskin 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.

(€ million) < = 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)

◗ of which interest rate hedges (0.1) (0.1) - 0.1

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 2016 2017 2018 2019 2020

forward interest rates -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 requi-rements and their seasonality.

71


5.13 Provisions

analysis by type

(€ million)


More than a

year

less than a

yearTotal

More than a

year

less than a

yearTotal

pensions 127.8 6.3 134.1 116.8 2.4 119.2

other employee benefits 30.9 0.9 31.8 30.1 0.9 31.0

Employment and tax risks 11.9 16.1 28.0 13.3 16.5 29.8Losses on contract termination and loss-making contracts 2.6 2.4 5.0 4.0 2.6 6.6

contract fines - 2.9 2.9 - 1.9 1.9

Major repairs and maintenance 8.6 24.9 33.5 6.2 26.2 32.4

other 7.6 1.8 9.4 6.5 1.5 8.0

ToTal 189.4 55.3 244.7 176.9 52.0 228.9

Movements during the financial year

(€ million)at 1 January

2015 charges Reversalschanges in reporting

scopeother

movementsat 31

December 2015

pensions 119.2 23.0 (9.0) 0.4 0.4 134.1

other employee benefits 31.1 2.3 (1.4) - (0.2) 31.8Employment and tax risks 29.7 6.4 (8.5) 0.1 0.3 28.0

Losses on contract termination and loss-making contracts

6.6 5.0 (6.6) - - 5.0

contract fines 1.9 2.9 (1.9) - - 2.9Major repairs and maintenance 32.4 5.5 (4.3) - (0.2) 33.5

other 8.0 6.3 (4.9) 0.1 (0.2) 9.4

ToTal 228.9 51.4 (36.6) 0.6 0.1 244.7

(€ million)at 1 January

2014 charges Reversalschanges in reporting

scopeother

movementsat 31

December 2014

pensions 103.3 8.8 (7.3) - 14.4 119.2

other employee benefits 14.2 2.5 (0.7) - 15.1 31.1Employment and tax risks 22.7 14.7 (7.3) - (0.4) 29.7

Losses on contract termination and loss-making contracts

10.4 0.6 (5.2) 0.8 - 6.6

contract fines 2.6 1.9 (2.6) - - 1.9Major repairs and maintenance 29.5 5.7 (2.9) - 0.1 32.4

other 8.6 4.4 (4.9) - (0.1) 8.0

ToTal 191.3 38.6 (30.9) 0.8 29.1 228.9

72


Pensions and similar benefitsthe amount of commitments recognised in the statement of financial position breaks down as follows:


Commitments recorded in the statement of financial position

pensions and other post-employment benefits 134.1 119.1

other employee benefits 31.8 31.0

ToTal 165.9 150.1

of which:

◗ non-current 158.7 142.9

◗ current 7.2 7.5

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:.


(per cent) France Canada France Canada

Discount rate 1.49 3.30 1.35 3.75

rate of increase in salaries 2.00-6.20 N/A 2.00-5.80 n/a

Expected rate of return on assets 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

Equities - 1.4 - 1.6

Bonds 0.1 5.3 0.2 5.9

real estate - 0.3 - 0.3

other 0.1 - - -

the sensitivity to discount rates, in relation to the assumptions adopted is as follows:

(€ million)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

73


Commitments recorded in the statement of financial position

the commitments recognised in the statement of financial position break down as follows:

Analysis of changes in liabilities and assets

the net present value of the liabilities comprises:


present value of non-financed liabilities 131.6 121.2

present value of financed liabilities 9.7 6.2

PReseNT ValUe oF ToTal liaBiliTies 141.3 127.4

fair value of pension scheme assets (7.2) (8.1)PReseNT ValUe oF NeT liaBiliTies ReCoGNiseD 134.1 119.3

(€ million) 31/12/2015 31/12/2014

NeT PReseNT ValUe oF liaBiliTies aT 1 JaNUaRY 127.5 110.8

Service cost 7.0 5.9

financial cost (including franchise adjustment) 1.9 2.9

Benefits paid (9.3) (7.5)

Employee contributions - -

changes in pension schemes 14.1 0.1

actuarial gains/(losses) 0.7 14.6

foreign exchange translation difference (0.6) 0.3

Effect of changes in consolidation scope (0.1) 0.3

Effect of reductions and pension scheme settlements - -

NeT PReseNT ValUe oF liaBiliTies aT 31 DeCeMBeR 141.3 127.4

the fair value of the assets comprises:

(€ million) 31/12/2015 31/12/2014

FaiR ValUe oF PeNsioN PlaN asseTs aT 1 JaNUaRY 8.1 7.5Expected 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 - -

Benefits paid (0.9) (0.9)

foreign exchange translation differences (0.5) 0.3

Effect of changes in consolidation scope - -

Effect of reductions and pension scheme settlements - -

FaiR ValUe oF PeNsioN PlaN asseTs aT 31 DeCeMBeR 7.2 8.1

74


the following are the actuarial gains and losses both in the light of experience and due to changes in actuarial assumptions:

the following is the geographical breakdown of the liabilities and assets:

(€ million) 31/12/2015 31/12/2014

impact of changes in assumptions (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)at 31 December 2015

France Canada Total

present value of the liabilities 133.7 7.6 141.3

fair value of pension scheme assets (0.2) (7.0) (7.2)

NeT PReseNT ValUe oF NeT oBliGaTioNs 133.5 0.6 134.1

Benefit cost for the financial year

the cost of benefits recognised in the income statement breaks down as follows:

(€ million) 31/12/2015 31/12/2014

Service cost 7.0 5.9interest cost 1.9 2.9

Expected return on assets (0.3) (0.3)

Depreciation of past service costs 14.1 0.1

changes in pension schemes - -

ToTal eXPeNse ReCoGNiseD iN THe iNCoMe sTaTeMeNT 22.7 8.6

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) 31/12/2015 31/12/2014

oPeNiNG PRoVisioN aT 1 JaNUaRY 119.4 103,4newly consolidated companies - 0.3

Benefit cost for the financial year 22.7 8.6

Used (Benefits / contributions paid) (8.6) (6.9)

provision charged to/(reversed from) equity 0.7 13.9

foreign exchange translation differences and other changes (0.1) -

ClosiNG PRoVisioN aT 31 DeCeMBeR 134.1 119.4

75


the cumulative movements in charges/(reversals) recognised directly in equity are as follows:

(€ million) 31/12/2015 31/12/2014

CUMUlaTiVe oPeNiNG BalaNCe oF CHaRGes/(ReVeRsals) 38.3 24.3actuarial (gains) / losses for the year 0.7 13.9

foreign exchange translation differences and other changes (0.2) -

CUMUlaTiVe ClosiNG BalaNCe oF CHaRGes/(ReVeRsals) 38.8 38.3

(€ million) 31/12/2015 31/12/2014 31/12/2013 31/12/2012

present value of liabilities 141.3 127.5 111.6 113.9

fair value of pension scheme assets (7.2) (8.1) (7.5) (8.7)

Surplus (deficit) of the pension scheme 134.1 119.4 104.1 105.2

adjustments related to experience 2.2 2.3 (3.8) 1.1

(€ million) 01/01/2015 Charge Reversals Change in scope

Foreign exch transl. diff &

other31/12/2015

france – long service awards 15.7 1.8 (0.9) - - 16.6USa – 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

Variations for the current financial year and for the three previous ones:

other employee benefits

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

the change in the USa relates to the provision for healthcare expenses recorded as part of the Boston tender award, counter-balanced by the recording of an intangible asset depreciated over the contract’s duration.

5.14 operating liabilities and other debt


trade receivables: advances and deposits received 34.5 58.4trade payables 493.4 481.4

payables to ppE suppliers 23.0 33.6

payables to staff 459.8 440.0

central government and local authorities 92.9 67.9

Deferred income 97.3 95.4

other 96.7 87.3

ToTal 1,297.7 1,263.9

76


6 • oTHeR CoMMiTMeNTs NoT ReCoGNiseD iN THe sTaTeMeNT oF FiNaNCial PosiTioN aND CoNTRaCTUal CoMMiTMeNTs

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:

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 FranceWe distinguish between railway contracts and bus contracts.

Railway contractsrailway 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 contractsrental 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.


UNUTiliseD CReDiT liNes 8.6 8.1Guarantees given to secure debt 44.3 42.1

Guarantees given for operating commitments 666.4 640.6

Securities provided - -ToTal CoMMiTMeNTs MaDe aND GUaRaNTees GiVeN, eXClUDiNG oPeRaTiNG leases 710.7 682.7


Less than one year 158.8 162.3one to five years 408.6 449.2

More than five years 131.0 149.5

ToTal 698.5 761.0

77


7 • DisPUTes

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.

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 provi-sion is made in the accounts (see note 5.13).on 27 June 2014, the Group decided to terminate a subcontrac-tor agreement. on 4 august 2014, the subcontractor filed a claim against a subsidiary of the Group without producing any evidence to support this action, which is thus entirely refuted by the subsidiary concerned. at this stage in the procedure, no provision has been made in the financial statements.

8 • RelaTeD PaRTY TRaNsaCTioNs

the revised iaS 24 norm, applicable from 1 January 2011, has modified disclosure obligations for public entities regarding tran-sactions 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 eFFiatransactions with GroUpE KEoLiS S.a.S. mainly correspond to general management services.

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 com-pany 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.

there are no outstanding advances or credit facilities extended to members of the Group’s management or executive committees.

9 • PosT BalaNCe sHeeT eVeNTs

access to GRoUPe keolis s.a.s.’ syndicated loanon 20 february 2016, Keolis S.a. became an additional bor-rower 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.

at 31 December 2015 the undrawn amount on this syndicated loan stood at €300 million.

keolis s.a. capital increaseon 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.

keolis acquires Transports Daniel Meyer in ile-de-Francein 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 compri-sing 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.

78


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%

79



% 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%

80



% 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%

81



% 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%

Prioris france fc 100.00%

Réseau en Vosges france fc 70.00%

s.T.e.F.i.M. france fc 100.00%

sa sap Drogoul france fc 100.00%

saP Cariane Provence france fc 100.00%

sCaC Bagnis france fc 100.00%

setver france fc 100.00%

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%

82



% 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%

83



% 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%

n° Siren / payscountry

84



% 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

85



% 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

10.2 Joint ventures and associates

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.

I. OpInIOn On the COnsOlIdAted fInAnCIAl stAtementsWe 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 consoli-dated 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.

in our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial posi-tion 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 Assessmentsin 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:

◗ Keolis carries out impairment tests on goodwill and indefinite life assets and also assesses whether there is any indication of impairment on non-current assets, as described in note 2.4.9 to the consolidated financial statements. We have examined the methods used to carry out this impairment test as well as the corresponding cash flow forecasts and assumptions, and have verified that the notes to the consolidated financial statements provide appropriate disclosures.

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.

86


neuilly-sur-seine, March 7, 2016

the statutory auditors

Bertrand Boisselierfrançoise Garnier-Bel

pricewaterhousecoopers audit French original signed by

deloitte & associés French original signed by

◗ note 2.4.17 specifies the valuation methods for provisions for pensions and other employee benefits. an evaluation of these provisions was carried out by independent actuaries. our work consisted in examining the data and assumptions used and verifying that note 5.13 to the consolidated financial statements provides appropriate disclosures.

◗ 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.

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.

III. speCIfIC verIfICAtIOnas 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.

87


89

3. UnaUdited financial statements

3. UNAUDITED MANAGEMENT FINANCIAl STATEMENTS

1 • keY FiGURes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

2 • iNCoMe sTaTeMeNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

3 • sTaTeMeNT oF FiNaNCial PosiTioN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

4 • sTaTeMeNT oF CasH FloWs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

CONTENTS

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.

90


1 • keY FiGURes

(€ million) 31/12/2015 31/12/2014

Revenue 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 259.8 228.5

recurring operating profit 93.9 94.5


operating profit after investments under equity method 68.0 57.2

profit after tax from continuing operations 4.4 14.8

Profit attributable to equity shareholders 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

91


2 • iNCoMe sTaTeMeNT

(€ million) 31/12/2015 31/12/2014

revenue 6,240.7 5,381.4

other income from operations 20.2 25.5

iNCoMe FRoM CoNTiNUiNG oPeRaTioNs 6,260.9 5,406.9

Sub-contracting (182.8) (177.0)

purchases consumed and external expenses (2,510.4) (2,157.9)

taxes (15.6) (14.1)

Staff costs, incentive schemes. profit-sharing (3,183.5) (2,728.9)

other operating income 48.8 48.5

other operating expense (120.3) (102.7)

net provisions on current assets (0.9) (4.6)

net depreciation and other provisions charged (213.8) (185.5)

profit/(loss) on recurring fixed asset disposals 1.9 1.4

amortisation of grants received 9.8 8.5


other non-recurring income 7.3 4.4

other non-recurring expense (31.4) (32.6)

Depreciation and provisions on contractual rights (1.6) (9.4)

Of which depreciation of other intangible assets and negative goodwill 5.7 (5.3)

PRoFiT BeFoRe iNVesTMeNTs UNDeR THe eQUiTY MeTHoD 68.2 57.0

profit/(loss) from associates (0.3) 0.2

PRoFiT aFTeR iNVesTMeNTs UNDeR THe eQUiTY MeTHoD 68.0 57.2

net cost of financial borrowing (12.2) (8.6)

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

taxation (43.4) (27.5)

NeT PRoFiT FRoM CoNTiNUiNG oPeRaTioNs 4.4 14.8


profit attributable to non-controlling interests 7.6 (1.3)

PRoFiT aTTRiBUTaBle To GRoUP 12.0 13.6

92


asseTs(€ million)

31/12/2015 31/12/2014

Goodwill 271.4 237.5

other intangible assets 204.7 150.8

property, plant and equipment 722.6 636.5

investments under equity method 2.1 2.0

other non-current financial assets 181.0 149.9

Deferred tax asset 45.0 46.6

NoN-CURReNT asseTs 1,426.9 1.223.3

inventories and work in progress 89.0 85.1

trade receivables 438.3 411.4

other receivables 538.8 444.3

other current financial assets 13.5 13.9

cash and cash equivalents 653.5 553.7

CURReNT asseTs 1,733.0 1,508.4

ToTal asseTs 3,159.9 2,731.6

liaBiliTies(€ million)

31/12/2015 31/12/2014

Share capital 46.9 46.9

reserves and premiums 91.9 81.4

net profit/(loss) attributable to Group 12.0 13.6

eQUiTY aTTRiBUTaBle To GRoUP 150.8 141.8

reserves attributable to non-controlling interests 59.1 19.5

profit for the year attributable to non-controlling interests (7.6) 1.3

eQUiTY 202.3 162.5non-current provisions 189.4 177.0

non-current financial debt 571.3 139.4

Deferred tax liability 38.4 12.5

NoN-CURReNT liaBiliTies 799.1 329.0

current provisions 55.3 52.0

current financial debt 80.7 181.9

Bank borrowings 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

3 • sTaTeMeNT oF FiNaNCial PosiTioN

(1) as published in the Keolis S.a. 2013 annual report.

93


(€ million) 31/12/2015 31/12/2014


non-cash items 191.7 171.6

eBitda 259.8 228.5

Elimination of provisions in current assets 0.9 4.6

changes in working capital (14.8) 31.9

tax paid (37.8) (25.8)

a) NeT CasH FRoM oPeRaTiNG aCTiViTies 208.2 239.3

capital expenditure (206.4) (192.3)

proceeds from sale of tangible and intangible assets 46.6 34.5

investment grants received 7.7 7.3

change in financial assets for concessions (ifric 12) (14.2) (19.1)

financial investments (140.3) (86.1)

Gains/ (losses) from disposal of financial assets 5.6 34.9

cash flows on changes in reporting scope 4.7 27.2

B) NeT CasH FRoM iNVesTiNG aCTiViTies (296.3) (193.6)

FRee CasH FloW (88.1) 45.7

net dividends paid (19.6) (19.7)

net dividends received 0.4 0.3

change in equity (other transactions with shareholders) 38.7 13.0

new borrowings 443.7 63.3

Borrowings repaid (163.1) (107.8)

interest received 2.8 2.3

interest paid (14.5) (10.8)

change in other financial debts 0.1 0.1

other (3.7) (6.1)

C) NeT CasH FRoM FiNaNCiNG aCTiViTies 284.9 (65.4)

D) FoReiGN eXCHaNGe TRaNslaTioN DiFFeReNCes 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)

4 • sTaTeMeNT oF CasH FloWs

4. ANNUAl FINANCIAl STATEMENTS

CONTENTS

95

4. AnnuAl FinAnciAl StAtementS

A Financial statements at 31 December 2015 . . 96

1 • BalaNCe sHeeT aT 31 DeCeMBeR 2015 . . . .962 • 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1002.2 Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1012.3 Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1012.4 Receivables and payables . . . . . . . . . . . . . . . . . . . .1012.5 Marketable securities . . . . . . . . . . . . . . . . . . . . . . . .1012.6 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1012.7 Provisions for contingencies and charges . . . . . .1012.8 employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .1012.9 Profit from joint ventures . . . . . . . . . . . . . . . . . . . . .1012.10 Tax status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1012.11 Crédit d’Impôt pour la Compétitivité

et l’Emploi (CiCe) . . . . . . . . . . . . . . . . . . . . . . . . . . .1023 • Use oF assessMeNTs iN THe PRePaRaTioN

oF FiNaNCial sTaTeMeNTs . . . . . . . . . . . . . . . 1024 • FiNaNCial iNsTRUMeNTs . . . . . . . . . . . . . . . . 1025 • NoTes oN THe BalaNCe sHeeT . . . . . . . . . 1045.1 Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .104

5.2 Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1065.3 Details of prepayments and deferred income . . .1065.4 equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1065.5 Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1075.6 liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1086 • NoTes oN THe iNCoMe sTaTeMeNT . . . . . . . .1086.1 analysis of turnover . . . . . . . . . . . . . . . . . . . . . . . . . .1086.2 Details of other income and expenses . . . . . . . . .1086.3 Transfers of expenses . . . . . . . . . . . . . . . . . . . . . . . .1086.4 Financial income and expense . . . . . . . . . . . . . . . .1096.5 exceptional gains and losses. . . . . . . . . . . . . . . . . . 109 6.6 Corporate income tax . . . . . . . . . . . . . . . . . . . . . . . .1097 • oTHeR iNFoRMaTioN . . . . . . . . . . . . . . . . . . . . . . . 1107.1 Related party information . . . . . . . . . . . . . . . . . . . . .1107.2 Financial commitments . . . . . . . . . . . . . . . . . . . . . . .1107.3 Pension and long service award commitments . .1107.4 leasing commitments . . . . . . . . . . . . . . . . . . . . . . . .1117.5 Contractual obligations . . . . . . . . . . . . . . . . . . . . . . .1117.6 Personal training account . . . . . . . . . . . . . . . . . . . . .1117.7 Number of employees . . . . . . . . . . . . . . . . . . . . . . . .1117.8 Remuneration of directors . . . . . . . . . . . . . . . . . . . .1117.9 Post-balance sheet events . . . . . . . . . . . . . . . . . . . .1127.10 identity of the consolidating company . . . . . . . .112

Information on subsidiaries and non-consolidated investments . . . . . . . . . . . . 113

Statutory auditors’ report on the financial statements . . . . . . . . . . . . . . . . . . . . 128

96


1 • BalaNCe sHeeT aT 31 DeCeMBeR 2015

gross depreciation - provision 31/12/15 31/12/14

(in euros)

Uncalled subscribed capitaliNTaNGiBle asseTs

preliminary expenses 35,273 35,273 - -Development costs - - - -concessions, patents and related rights 68,018,583 47,238,723 20,779 859 17,832,120Goodwill 24,871,229 17,015,018 7,856,211 7,856,211other intangible assets 13,308,518 - 13,308,518 17,422,127advances, down payments for intangible assets - - - -PRoPeRTY, PlaNT aND eQUiPMeNT

Land 9,859,507 1,553,583 8,305,923 6,763,103Buildings 31,116,990 7,835,872 23,281,118 11,745,637technical facilities, equipment, machinery 827,618 643,886 183,732 105,196other property, plant and equipment 13,813,407 9,737,874 4,075,533 3,057,075ppE under construction 2,250,948 - 2,250,948 13,337,847advances and down payments - - - -NoN-CURReNT FiNaNCial asseTs

Shareholdings under the equity method - - - -other shareholdings 853,074,008 77,656,048 775,417,960 636,607,568receivables from shareholdings 305,427,035 16,572,150 288,854,885 217,874,792other long-term investments 188,361 7,622 180,738 180,738Loans 695,548 - 695,548 727,277other non-current financial assets 1,779,617 - 1,779,617 3,290,444ToTal FiXeD asseTs (i) 1,325,266,641 178,296,051 1,146,970,590 936,800,135iNVeNToRies aND WoRk iN PRoGRessraw materials, supplies - - - -production in progress (goods) - - - -production in progress (services) - - - -Semi-finished and finished goods - - - -Goods - - - -advances and down payments on orders 389,429 - 389,429 178,234TRaDe ReCeiVaBles

trade receivables and related accounts 45,049,187 439,404 44,609,783 51,054,985other receivables 194,441,644 29,115,902 165,325,742 180,700,311Subscribed called non paid-up capital - - - -MisCellaNeoUs

Marketable securities held for trading 18,800,902 - 18,800,902 63,317,410cash 112,793,706 - 112,793,706 40,732,148aCCRUals

prepayments 1,339,394 - 1,339,394 1,014,794ToTal CURReNT asseTs (ii) 372,814,263 29,555,306 343,258,957 336,997,881Unrealised losses on foreign exchange transactions (iii) 3,763,079 - 3,763,079 2,400,374

ToTal asseTs (i To iii) 1,701,843,984 207,851,357 1,493,992,627 1,276,198,390

Financial statements at 31 December 2015A

97


31/12/2015 31/12/2014

(in euros)

LiaBiLitiESeQUiTY

Share capital or individual capital 46,851,276 46,851,276additional paid-in capital - -revaluation reserves (1) 1,845,363 1,845,363Legal reserve 4,685,128 4,685,128Statutory or contractual reserves - -regulated reserves - -other reserves 94,002,297 87,982,086retained earnings brought forward - -Net profit/(loss) for the year 37,599,518 25,151,149investment grants 502,000 502,000regulated provisions 1,420,265 1,406,150ToTal eQUiTY (i) 186,905,847 168,423,151CoNTiNGeNCY aND loss PRoVisioNs

provisions for contingencies 4,571,006 3,406,066provisions for charges 4,382,727 4,640,296ToTal PRoVisioNs (ii) 8,953,733 8,046,362DeBTs

Bank borrowings (2) 144,853,373 141,738,544Loans and other financial debts 466,661,434 116,916,997customer advances and down payments 39,067 39,067trade payables and related accounts 35,264,145 37,826,797tax and social security liabilities 63,070,620 48,721,468Liabilities on assets and related accounts 5,052,095 7,188,556other liabilities 571,475,109 742,004,671aCCRUals

Deferred income 845,214 1,707,341ToTal liaBiliTies aND aCCRUals (iii) 1,287,261,058 1,096,143,442Unrealised gains on foreign exchange transactions (iV) 10,871,989 3,585,435ToTal liaBiliTies (i To iV) 1,493,992,627 1,276,198,390 (1) revaluation reserves incorporated in equity 1,845,363 1,845,363

(2) including bank overdrafts & bank balances credit 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

98


2 • iNCoMe sTaTeMeNT aT 31 DeCeMBeR 2015

(in euros) France Export 31/12/2015 31/12/2014

oPeRaTiNG iNCoMe

Sales of goods - - - -Services produced 188,775,853 8,011,920 196,787,773 186,836,372NeT ReVeNUe 188,775,853 8,011,920 196,787,773 186,836,372

production held as inventory - -

capitalised production 5,977,701 2,057,089

operating grants 43,205 10,600

reversal of depreciation, provision and expense transfers 5,885,584 4,915,127

other income 9,457,457 11,453,079

ToTal oPeRaTiNG ReVeNUe (i) 218,151,720 205,272,268

purchases of goods 8 -

change in inventory purchases (goods) - -

purchases of raw materials and other supplies 267,995 -

change in inventory purchases (materials and other supplies) - -

other purchases and operating expenses 75,988,151 65,367,350

taxes and similar payments 9,312,814 8,611,379

Wages and salaries 92,565,343 90,570,432

Social contributions 44,009,931 43,410,303

oPeRaTiNG alloWaNCes

on capital/fixed assets: ◗ depreciation expense 13,501,011 10,714,491

◗ charges - -

on current assets: charge to provisions - -

for contingency and loss provisions: charge to provisions 1,500,291 4,234,359

other charges 10,485,665 6,403,405

ToTal oPeRaTiNG eXPeNses (ii) 247,631,210 229,311,7181. oPeRaTiNG PRoFiT/ (loss) (i - ii) (29,479,490) (24,039,450)

99


(in euros) France Export 31/12/2015 31/12/2014

JoiNT VeNTURes

attributed profit or transferred loss (iii) 17,302,982 15,101,308

Loss borne or transferred profit (iV) 5,580,697 6,830,367

FiNaNCial iNCoMe

financial income from shareholdings 35,639,217 23,271,213

income from non-current financial assets -

other interest and similar income 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

net gains on sales of marketable securities 21,151 79,321

ToTal FiNaNCial iNCoMe (V) 106,466,348 116,159,666

FiNaNCial eXPeNses

financial charges to depreciation and provisions 22,852,543 36,976,223

interest and similar expenses 8,753,887 9,364,077

foreign exchange losses 34,001,732 52,638,381

net expenses on sales of marketable securities - -

ToTal FiNaNCial eXPeNses (Vi) 65,608,163 98,978,681

2. FiNaNCial iNCoMe / eXPeNse (V - Vi) 40,858,185 17,180,984

3. ReCURRiNG PRoFiT BeFoRe TaX (i - ii + iii - iV + V - Vi) 23,100,980 1,412,476

eXceptional gains

Exceptional gains on operations - -

Exceptional gains on equity transactions 13,053,730 15,775,457

reversal of provisions charged and expense transfers 2,235,324 2,542,576

ToTal eXCePTioNal GaiNs (Vii) 15,289,054 18,318,033

eXceptional losses

Exceptional losses on operations 5,114,913 5,141,037

Exceptional losses on equity transactions 10,378,469 4,727,577

Exceptional charges to depreciation and provisions 685,323 555,765

ToTal eXCePTioNal losses (Viii) 16,178,705 10,424,379

4. eXCePTioNal iNCoMe/ (loss) (Vii - Viii) (889,650) 7,893,654

Employee profit-sharing (iX) - -

corporate income tax (X) (15,388,189) (15,845,019)

ToTal iNCoMe (i + iii + V + Vii) 357,210,104 363,680,451

ToTal CHaRGes (ii + iV + Vi + Viii + iX + X) 319,610,586 338,529,302

5. NeT PRoFiT/ (loss) 37,599,518 25,151,149

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1 • siGNiFiCaNT eVeNTs oF THe FiNaNCial YeaR

subscription to the capital increases of subsidiariespursuant 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 subsi-diaries for a total amount of €26,570,331.70.

the main subscriptions are as follows:(in euros)

subsidiary name Capital increase

Keolis Lille 18,000,003

Keolis Lyon 4,000,000

Keolis Brest 1,500,000

Keolis centre 1,000,005

cicethe 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 reple-nishment of working capital (see note 6.6).

“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.

(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

Keolis pays normands 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 8,366ToTal 2,648,524

2 • aCCoUNTiNG PRiNCiPles, RUles aND MeTHoDs

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.

General conventions were applied in compliance with the pru-dence principle, in accordance with the basic assumptions of:◗ continuity of operations;◗ consistency of accounting methods from one year to another;◗ independence of financial years.

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.

The main accounting policies used are described below. tangible and intangible assets are valued either at cost of acqui-sition of, when produced, at their production cost or revalued amount according to legal requirements.

2.1 Fixed assets

Goodwilla 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.

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 good-will is grouped with other assets to determine its utility value as part of impairment testing.

other intangible assetsthis 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.

Notes to Annual Financial StatementsB

101


2.2 Tangible assetstangible assets are valued at their acquisition cost (purchase price and incidental expenses) or their production cost.

Methods and depreciation periods are:

Duration Method

Buildings 15 to 20 years Linear

Equipment and tooling 5 to 10 years Linear

office equipment and furniture 5 to 10 years Linear

automotive equipment

◗ new Vehicles

•Commercialvehicles (GVM under 3.5 t.)

5 years Linear

•coaches and buses 10 to 15 years Linear

◗ Used Vehicles 2 to 14 years Linear

2.3 Financial assets

Equity and other investmentsEquity investments are recorded at acquisition cost. if the acqui-sition value is greater than the inventory or utility value, an impair-ment 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.

Receivables related to equity and current accountsreceivables 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.

2.4 Receivables and payablesreceivables 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.

2.5 Marketable securitiesthese are recorded at their acquisition cost. Where applicable, an impairment loss is recognised for each line of securities of a simi-lar nature, in order to bring their value to their average closing price, or their probable trading value for unlisted securities.

2.6 Cashcash balances in foreign currencies are converted at the closing exchange rate of the financial period. foreign exchange diffe-rences resulting from this adjustment with the transaction date exchange rate appear under “foreign exchange translation dif-ferences”.

2.7 Provisions for contingencies and chargesa 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 uncompen-sated outflow of resources.

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.

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 retirement at the initiative of the employee◗ Mortality table inSEE tD/tV 2011 – 2013

these commitments appear under off-balance sheet commit-ments.

2.9 Profit from joint venturesthe 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”.

2.10 Tax statusthe 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 calcu-lated 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

102


former in its income statement. However, these are reallocated to the subsidiary as and when it generates future profits.

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

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 estimates and underlying assumptions are made from past experience and other factors considered reasonable in the cir-cumstances. they serve as the basis for the exercise of judg-ment 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 manage-ment with their advisers or lawyers in order to reflect the risk on the valuation of assets or liabilities.

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.

4 • FiNaNCial iNsTRUMeNTs

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.

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.

the gains and losses realised are reported in the same income statement as the income and expenses on the hedged item.

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 debton 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.

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’investis-sement (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.

103


the distribution of debt between fixed and variable rates, exclu-ding and including the derivatives portfolio is respectively:

(€ million)

split excluding derivatives (€M) 31/12/2015 31/12/2014

Variable rates 22 100

fixed rates - -

(€ million)

split including derivatives (€M) 31/12/2015 31/12/2014

Variable rates 7 -

fixed rates 15 100

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.

Currency riskthe 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 deri-vative 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 stan-dard, 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

Commodity price risksWithin the scope of its activities, the Group is exposed to a risk in the fluctuation of the price of certain commodities, in particu-lar diesel.

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.

Management’s objective for commodity risk management is to defend the prices indexed under the contracts.

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 asym-

metrical collars;◗ floor calls, in particular to buy back floors that constitute asym-

metrical collars.

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Hedges of diesel taken by Keolis S.a. as at 31st December 2015 are as follows:

Type of hedging instrumentVolume in tonnes

yet to mature Maturing in 2016 Maturing in 2017

sWaPs 32,632 28,932 3,700

collars (symmetrical parts) cap purchase and floor sale 11,500 9,900 1,600

collars (asymmetrical parts) floor sales 1,950 1,950 -

ToTal 46,082 40,782 5,300

5 • NoTes oN THe BalaNCe sHeeT

5.1 Fixed assets

Gross values

* dont 2 478 K€ d’écart de conversion des créances rattachées à des titres de participation** dont 6 208 K€ de cessions de titres liées aux transmissions universelles de patrimoine

(in € thousand) Gross value at start of year Increase Decrease

Transfers between

items

Gross value at end of year

iNTaNGiBle asseTs

concessions, patents, licences 56,104 5,985 (10,249) 16,214 68,054

Goodwill 24,871 - - - 24,871

other intangible assets 17,422 12,100 - (16,214) 13,309

TaNGiBle asseTs

Land and development 8,317 1,543 - - 9,860

Buildings

- on own land 14,330 1,722 - 11,209 27,262

- on other land 1,807 - (1,163) 1,163 1,808

- general facilities 2,047 - - - 2,047

plant, equipment, tooling 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

FiNaNCial asseTs

Holdings 974,772 186,988 (3,258) - 1,158,501

other fixed investments 188 - - - 188

Loans and other financial assets 4,060 334 (1,919) - 2,475

GRaND ToTal 1,129,135 212,720 (16,736) - 1,325,267

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Depreciation and amortisation

(€ thousand)Depreciation at

start of yearIncrease Decrease

Depreciation at year end

iNTaNGiBle asseTs

intangible assets 38,281 10,415 (1,414) 47,283

TaNGiBle asseTs

land and development 1,500 - - 1,500

Buildings

- on own land 3,503 1,257 - 4,760

- on other land 933 101 - 1,034- general facilities 2,004 38 - 2,042

plant, equipment and tooling 618 26 - 644

other tangible assets 8,097 1,664 (23) 9,738

ToTal 54,936 13,502 (1,437) 67,001

intangible assetsintangible assets principally include goodwill for €24,871 thou-sand (net value of €7,865 thousand) consisting of technical deficits relating to equities of Keolis Sud allier for €17,006 thou-sand and companies of the group Ernest planche for €7,807 thousand.

assets under constructionintangible assets in progress focus primarily on the design, deve-lopment and deployment of new operations, pre-payroll and maintenance software solutions. implementation is carried out by internal and external teams.

tangible assets under construction are mainly related to real estate.

Transport equipmentinvestments in road passenger transport equipment are made by the Group’s subsidiaries or funding bodies.

investmentsthe major increases in the year arising from purchases, creation of companies, exchanges and capital increases are:

◗ 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.

the major decreases in the year come from sales and liquida-tions. they are as follows:◗ transétude: €393 thousand,◗ Keolis concarneau: €137 thousand, ◗ passerelle cDG: €13 thousand.

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.

the main decreases in the year:◗ Effia Saint Etienne: €586 thousand,◗ Syntus: €10,702 thousand.

106


5.4 equity

5.3 Details of prepayments and deferred income

Details of prepaid expenditure at 31 December 2015(in € thousand) Diesel swaps 15rent and charges 1,130it licences 73abu Dhabi balance 122total 1,340

Details of deferred income at 31 December 2015 (in € thousand) Diesel swaps 845total 845

(1) other receivables: these include in particular €121,230 thousand of current accounts and €17,322 thousand of share of profits from joint ventures.

5.2 Receivables

Details of accrued income at 31 December 2015(in € thousand) accrued interest on advances and current accounts 3,352customer invoices outstanding 23,770Supplier credit notes outstanding 4tax and social security receivables 184total 27,310

(in € thousand) Gross amount Due in less than one year

Due in more than one year

FiXeD asseTs

receivables related to investments 305,427 2,953 302,474

Loans 696 - 696

other financial assets 1,780 - 1,780

CURReNT asseTs

prepayments and deposits made 389 389 -

trade receivables and related accounts 45,049 45,049 -

other receivables (1) 194,442 194,442 -

Deferred charges 1,339 1,339 -

ToTal 549,122 244,173 304,950

(in € thousand)Amount at

31/12/2014Distributions

2015profit

31/12/2015Other

movementsAmount at

31/12/2015

capital 46,851 - - - 46,851

revaluation difference 1,845 - - - 1,845

Legal reserve 4,685 - - - 4,685

other reserves 87,982 6,020 - - 94,002

profit for the year 25,151 (25,151) 37,600 - 37,600

regulated provisions 1,406 - - 14 1,420

investment grants 502 - - - 502

ToTal 168,423 (19,131) 37,600 14 186,906

107


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 25,151DisTRiBUTaBle PRoFiT 25,151

ToTal 25,151

Dividends paid 19,131

other reserves 6,020

share capitalat 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.

Regulated provisions regulated provisions include in particular €1,023 thousand for depreciation, including €14 thousand charged in the year.

(in € thousand) at start of year increase decrease at year end

ReGUlaTeD PRoVisioNs 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

provisions for long service awards 552 469 (47) 974

asseT DePReCiaTioN

Goodwill 17,006 - - 17,006

Land 54 - - 54

Depreciation of investments 99,027 6,370 (27,741) 77,656

Depreciation of other financial assets 21,313 - (4,733) 16,580

Depreciation of client accounts 439 - - 439

other depreciation (1) 26,077 13,097 (10,058) 29,116

ToTal 173,369 25,420 (47,564) 151,225

5.5. Provisions

reversals of provisions used amount to €2,468 thousand, inclu-ding €819 thousand related to provisions for disputes.

Depreciation of investmentsthe major increases in the year are:(€ thousand)◗ Keolis nord allier 2,526 ◗ Keolis centre 1,000 ◗ Scac 949 ◗ aerolis 777 ◗ Keolis Sud allier 750

the major decreases in the year are:(€ thousand)◗ Keolis america 5,344 ◗ Sta 4,868 ◗ Keolis Brest 3,818 ◗ Keolis roissy airport 2,519 ◗ caron Voyages 1,715

(1) composed primarily of write-downs of Group current accounts.

108


5.6 liabilities

(in € thousand) Gross amount Up to 1 year

Between 1 and 5 years

More than 5 years

Bank borrowings (1) 144,853 114,923 29,930 -

Loans and other financial debts 466,661 1,042 465,619 -

trade payables and related accounts 35,264 35,264 - -

tax and social security debts 63,071 63,071 - -

Debts on assets and related accounts 5,052 5,052 - -

other liabilities (2) 571,514 571,514 - -

ToTal 1,286,416 791,153 495,263 -

(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.

Details of accrued liabilities at 31/12/2015 (in € thousand) accrued interest on advances and current accounts 1,042Supplier invoices not received 30,652tax and social security liabilities 32,701accrued cash interest 1,402Discounts and rebates 1,177total 66,974

Details of borrowingBorrowings can be broken down as follows: (in € thousand)

other bond issues and borrowingLoans from credit institutions 29,930creditor bank balances 113,522accrued interest from borrowings 1,402total 144,853

loans and other financial debtscurrent account advances to subsidiaries 466,376 Guarantee deposits received on rented property 283 other financial liabilities 3 total 466,661

6 • NoTes oN THe iNCoMe sTaTeMeNT

6.1 analysis of turnoverthe 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)

other operating income Gains on diesel hedging 3,405Supplier discounts 6,054other (2)total 9,457

other operating expenses Losses on diesel hedging 8,576royalties 1,857other 57total 10,486

6.3 Transfers of expenses(in € thousand)

Staff related expenditure 240Government vocational training agency refunds 119insurance 1,059construction work 3total 1,421

109


6.4 Financial income and expense

6.5 exceptional gains and losses

6.6 Corporate income taxthe corporate income tax for the year consists of:

(in € thousand) Income Expense Balance

income from investments 24,275 - 24,275

Depreciation and provisions, net of reversals 40,483 (22,853) 17,631

interest on current accounts 11,365 (3,963) 7,402

interest on loans - (2,614) (2,614)

foreign exchange gains / losses 22,542 (34,002) (11,459)

Losses/receivables related to investments - - -

income from sale of marketable securities 21 - 21

technical gains/losses on mergers - (25) (25)

other financial income and expense 7,780 (2,152) 5,628

ToTal 106,466 (65,608) 40,858

(in € thousand) Gains losses Balance

Staff related expenditure - (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)

tax penalties - (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

other exceptional items - - -

ToTal 15,289 (16,179) (890)

(in € thousand) profit before tax Tax due Net profit

current 23,101 852 22,249

Exceptional (890) (306) (584)

cicE - (15,879) 15,879

other tax credits - (55) 55

ToTal 22,211 (15,388) 37,600

(1) See details of return to better fortunes, note 1.

110


increase and reduction in future tax liabilitiesthe deferred tax bases are as follows:

7 • oTHeR iNFoRMaTioN

7.1 Related party informationno disclosures are made with regard to transactions between related parties, insofar as these transactions are completed at normal market conditions.

(€ thousand)at

31/12/2015

asseTs

investments 853,074receivables related to investments 305,427trade receivables and related accounts 39,034other operating receivables 191,576liaBiliTies

Loans and other financial debts 466,376trade payables and related accounts 10,238Debts on fixed assets 225,604other operating liabilities 576,881FiNaNCial iNCoMe

income from investments 24,275Guarantees and others 7,780interest on current accounts 11,386FiNaNCial eXPeNses

interest on current accounts 3,963

7.2. Financial commitments

other financial commitmentson 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.

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’investis-sement (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.

at 31 December 2015, the portfolio of guarantees and securities given by Keolis S.a. breaks down as follows.

Bank guarantees (guarantees and endorsements): €356.5 millionparent company guarantee: €793.7 million

7.3 Pension and long service award commitments

Retirement paymentsthe 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.

(€ thousand)Deferred tax base at 1 January 2015 Increase Decrease

Deferred tax base at 31 December

2015

PRoVisioNs aND DeFeRReD CHaRGes

provisions for foreign exchange losses 2,400 3,763 (2,400) 3,763

other provisions 686 - - 686

other temporary differences

Contribution Sociale de Solidarité 912 617 (913) 616

translation difference - liability 3,585 10,872 (3,585) 10,872

translation difference - asset (1,015) 2,400 (3,763) (2,378)

income subject to deferred taxation 1,690 - (845) 845

other 54 - (3) 51

ToTal 8,312 17,652 (11,509) 14,455

111


aSSEtS UnDEr LEaSE Depreciation charges

(€ thousand) Initial cost In year Accumulated Net value

Land 278 - - 278

Buildings 1,517 - 1,517 -

transport equipment 912 38 815 97

ToTal 2,707 38 2,332 375

LEaSinG coMMitMEntS Rentals paid Rentals yet to be paid

(in € thousand) In year 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 - - - - -

commitments at 31 December 2015 are as follows:

7.5 Contractual obligationsthe operating leases taken out mainly by Keolis S.a. subsidiaries on vehicles (coaches and buses) are signed with financial insti-tutions 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.

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.

7.6 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 mana-gement.

7.7 Number of employeesthe average annual headcount can be broken down as follows:

31/12/2015 31/12/2014

Executives 1,203 1,153

Supervisors and technicians 175 171

Employees 30 39

ToTal 1,408 1,363

7.8 Remuneration of directorsno directors’ fees are allotted to members of the Group’s mana-gement or executive committees.

Remuneration of members of management bodiesno remuneration was paid to members of the Group’s manage-ment bodies during 2015.

long service awardsthe amount provisioned in the annual financial statements at 31 December 2015 related to long service awards stands at €974 thousand.

7.4 leasing commitmentsthe booking as capital assets and depreciation of goods financed by leasing would have resulted in the following values at 31 December 2015:

112


7.9 Post-balance sheet events

access to GRoUPe keolis s.a.s.’ syndicated loanon 20 february 2016, Keolis S.a. became an additional bor-rower 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.

at 31 December 2015 the undrawn amount on this syndicated loan stood at €300 million.

keolis s.a. capital increaseon 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.

keolis acquires Transports Daniel Meyer in ile-de-Francein 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 compri-sing 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.

7.10 identity of the consolidating company the company belongs to a Group whose consolidating com-pany is GroUpE KEoLiS S.a.S., incorporated and domiciled in france, under SirEt number 49432127600037, headquar-tered at 20/22 rue Le peletier, 75009 paris.

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.

113


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

A - SuBSIDIARIeS (AT LeAST 50% oF CApITAL heLD By The CoMpANy)

(€ thousand)Equity at

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Companies or groups of companies

1) frenCh suBsIdIArIes

keolis Chalons en Champagne 148 483 99.24 861 861 -708 - 6,165 280 193

chemin des Grèves - Bp 68 - 51000 chalons-en-champagne

keolis Touriscar ain 1,746 -1,779 100.00 1,715 - - - -6 -

20 rue de la Villette - 69328 Lyon

société d'exploitation des Transports Urbains d'oyonnax 44 18 100.00 44 44 -26 - - - -

7 place Vaillant couturier - 01100 oyonnax

keolis oyonnax 90 -3 99.98 90 90 93 - 1,993 -1 -

rue de la tuilerie - 01100 arbent

sté des Transports de l'agglomération de Chauny 8 27 50.00 4 - - - -13 -

150 avenue Jean Jaurès - 02300 chauny

keolis Château-Thierry 25 21 100.00 25 25 155 - 2,017 10 15

5 rue Vallée - 02400 château-thierry

keolis Chauny-Tergnier 45 31 100.00 45 45 -286 - 1,296 25 18

150 avenue Jean Jaurès - 02300 chauny

keolis Montluçon 197 115 100.00 197 197 -779 - 5,619 48 -

rue des canaris - 03100 Montluçon

keolis sud allier 325 2,241 100.00 3,088 2,338 773 - 6,950 250 -

14 boulevard alsace Lorraine - 03300 cusset

keolis Vichy 300 611 100.00 660 660 -525 - 3,772 110 -

Boulevard alsace Lorraine - 03300 cusset

Cie Transports Méditerranéens 160 943 100.00 9,279 9,279 -2,361 - 8,990 295 -

allée des cormorans - Zi la frayère Mandelieu - 06150 cannes la Bocca

société automobile de Provence 220 232 99.79 1,982 1,982 1,375 - 2,842 112 -

840 avenue Emile Hugues - 06140 Vence

keolis Garonne 38 971 100.00 1,608 1,608 -295 - 4,078 121 28

Zi de Bonzom - 09270 Mazères

société de gestion de l'aéroport de Troyes en Champagne 10 -26 100.00 10 - 93 - - -3 -

20-22 rue Le peletier - 75009 paris

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keolis aude 1,783 -913 100.00 2,857 2,857 -477 - 9,506 -23 -

pech Loubat - 11000 narbonne

keolis Narbonne 504 -549 100.00 720 720 -1,041 - 8,647 -156 -

avenue de pech Loubat - 11000 narbonne cedex

keolis aveyron Millau Cars 126 156 100.00 624 624 -125 - 1,583 138 -

Za Saint Martin - 8 impasse de l'aigoutal - 12100 creissels

keolis Cote d'azur 290 360 100.00 289 289 -633 - 3,292 235 -

59. rue de la Buffa - 06000 nice

keolis Baie des anges 7,305 -6,827 100.00 10,790 10,790 -1,792 - 14,252 93 -

742 route de Grenoble - 06200 nice

keolis Camargue 58 73 99.97 2,889 76 -66 - -26 55 -

20. rue de la Villette - 69328 Lyon

société Transports Robert 38 2,421 99.96 821 821 -2,169 - 7,855 552 -

31 avenue José nobre - Bp 57 - 13500 Martigues

société autocars de Provence 46 1,005 99.97 840 840 72 - 8,324 299 182

289 rue des roseaux - 13320 Bouc Bel air

keolis Pays d'aix 1,870 -1,614 100.00 2,510 2,510 3,948 - 36,082 -376 -

rue des roseaux - Quartier du verger - 13320 Bouc Bel air

sCaC sa 2,711 -2,913 100.00 4,308 0 1,058 - 6,119 -876 -

398 avenue du Mistral - Zi atHELia - 13600 - La ciotat

keolis arles 135 -137 100.00 136 5 59 - - -1 -

20. rue de la Villette - 69328 Lyon

Caennaise de services 11 39 100.00 11 11 -124 - 1,073 16 10

40. rue de Bengales - 14000 caen

keolis Calvados 1,100 3,067 100.00 1,152 1,152 -4,458 - 31,736 2,077 619

19. chemin de courcelle - Bp 127 - 14128 Mondeville

keolis Bus Verts 100.00

19 chemin de courcelles - 14120 Mondeville

keolis Pays Normands 276 186 100.00 1,268 - -77 - 3,058 217 -

Zi la Madeleine. rue de l'ile du Marais carentan - 50500 carentan

keolis Caen 1,065 1,931 100.00 2,251 2,251 -9,189 - 53,474 528 532

15 rue de la Geôle - 14000 caen

keolis littoral 3,566 -3,460 100.00 4,258 4,258 -142 - 13,765 -669 -

2 avenue du pont neuf - 17300 rochefort

keolis saintes 140 48 100.00 139 139 -608 - 2,836 35 17

rue des perches - Zi charriers - 17100 Saintes

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Compagnie du Blanc argent CBa 279 760 99.41 4,139 4,139 -1,398 - 5,961 397 295

Gare de romorantin - 41200 romorantin

keolis Centre 4,061 -3,730 100.00 5,163 - -244 - 6,545 -336 -

86 rue du village d'En Haut - 18230 Saint Doulchard

keolis Bourgogne 153 2,629 99.50 1,917 1,917 -4,446 - 13,107 973 434

17. rue du Bailly - Zi Dijon Saint apollinaire - 21000 Dijon

keolis Beaune 100.00 60 60

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

49. rue des ateliers - 21000 Dijon

Monts Jura autocars 2,329 -576 100.00 10,196 10,196 462 - 23,726 -396 -

4. rue Berthelot - 25000 Besançon

keolis Pays Montbéliard 546 233 100.00 542 542 -5,736 - 18,331 168 68

cD 126 La chamotte - 25420 Voujeaucourt

keolis Besançon 91 9 99.96 89 89 -95 - - - -

46 rue de trey - Bp 1123 - 25002 Besançon

keolis Urbest 640 652 100.00 801 801 -859 - 1,421 140 440

4 rue Berthelot - 25000 Besançon

keolis Drôme ardèche 573 1,668 100.00 3,507 3,507 -2,478 - 13,277 535 164

26. rue Laurent de Lavoisier - 26800 portes-lès-Valence

keolis Montélimar 47 81 100.00 47 47 -642 - 3,010 35 -

8 avenue de la feuillade - Za du Meyrol - 26200 Montélimar

keolis eure 467 2,620 100.00 1,555 1,555 -910 - 10,631 1,179 350

2 rue Lakanal - Zi n° 2 - 27031 Evreux

keolis eure et loir 538 1,797 100.00 2,363 2,363 -1,209 - 8,319 682 296

Les fenots - 28100 Dreux

keolis Drouais 82 62 100.00 82 82 -671 - 3,179 20 -

Les fenots - 28100 Dreux

keolis Quimper 259 124 100.00 257 257 -2,353 - 11,975 68 -

1 rond point de Quistinidal - 29000 Quimper

keolis Brest 3,826 -4,073 100.00 5,318 5,318 -900 - 37,974 -1,745 -

7 rue ferdinand de Lesseps - 29806 Brest

keolis Morlaix 59 65 100.00 57 57 -516 - 2,454 31 22

Zi de Kérivin - 29600 St Martin des champs

116



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keolis Maritime Brest 8 -668 100.00 8 - 540 - 7,674 -248 -

1 rue Eperon - port de commerce - Bp 80713 - 29200 Brest

keolis en Cévennes 97 233 99.19 95 95 -1,457 - 6,738 34 -

389 chemin du Viguet - 30100 alès

keolis alès 100.00 100 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

388 rue robert Bompard - 30000 nîmes

keolis auch 78 47 100.00 81 - 386 - 1,545 10 -

7 place de la Libération - 32000 auch

les Cars de Bordeaux 264 641 49.97 379 379 952 - 5,663 231 94

8. rue d'artagnan - 33000 Bordeaux

keolis Gironde 684 8,312 90.65 6,658 6,658 -6,799 - 17,545 1,042 713

Za les artigons issac - 33160 Saint Médard en Jalles

autobus d'arcachon 217 2,352 100.00 2,931 2,931 -1,910 - 3,084 60 431

1431 bd de l'industrie - 33260 La teste de Buch

keolis Bordeaux Métropole 5,000 -3 100.00 5,000 5,000 -37,195 - -3 -

12 boulevard antoine Gautier - 33000 Bordeaux

keolis Bordeaux 18,058 -11,229 100.00 18,058 10,106 -6,348 - 201,131 3,149 -

12 Boulevard antoine Gautier - 33000 Bordeaux

keolis Bassin d'arcachon 100.00 200 -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 -

9. rue de l'abrivado - Bp 85121 - 34073 Montpellier cedex 3

keolis languedoc 90 984 99.98 899 899 -1,246 - 6,268 393 234

927. avenue Joliot curie - 30000 nîmes

Cars du Bassin de Thau 278 392 100.00 278 278 -301 - 4,212 315 185

21 av de la Méditerranée - Lieudit Etang d'ingril - 34110 frontignan-La peyrade

keolis emeraude 1,562 -703 100.00 1,878 1,878 -564 - 8,590 -201 -

rue des rougeries Zi Sud - 35400 Saint Malo

keolis armor 1,472 5,405 77.71 10,877 10,877 -2,686 - 36,143 986 -

26. rue du Bignon - cS 27403 - 35135 chantepie

117



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société Rennaise de Transports & services Handistar 43 54 100.00 44 44 -1,049 - 3,323 28 14

26 rue Bignon - 35135 chantepie

keolis saint Malo 461 222 100.00 461 461 -1,343 - 8,609 12 -

rue des rougeries Bp 70548 - 35405 Saint Malo cedex

keolis Rennes 2,458 -1,174 100.00 3,096 3,096 -20,034 - 109,145 -1,024 -

rue Jean Marie Huchet - cS94001 - 35040 rennes

keolis Châteauroux 170 54 100.00 169 169 -317 - 4,421 26 -

6 allée de la Garenne - Zi - 36000 châteauroux

keolis Touraine 6,087 -3,243 100.00 7,472 7,472 -1,331 - 15,033 19 -

impasse de florence - 37700 St pierre des corps

keolis Tours 1,910 -15 100.00 1,906 1,906 -10,248 - 57,559 151 -

avenue de florence - 37700 Saint pierre des corps

Train Bleu saRl 274 -25 99.97 594 510 12 - 1,518 -12 -

3 impasse claude charon - 38160 St Marcellin

Voyages Monnet 537 -1,134 100.00 2,505 - 937 - 844 -847 -

route de Grenoble - 38590 St Etienne de St Geoirs

keolis Porte d'isère 100.00 300 300

avenue du Lemand - 38090 Villefontaine

sté d'exploitat de l'aéroport Dole Jura 50 56 51.00 26 - 700 - 2,379 -28 -

33 place de la comédie - 39000 Lons Le Saunier

keolis Gascogne 135 655 52.89 594 594 625 - 7,398 210 19

215 route de Benquet - Za de la téoulière - 40280 Saint pierre du Mont

keolis Blois 308 -87 100.00 427 427 369 - 10,010 -126 -

9 rue alexandre Vezin - 41000 Blois

les Cars Roannais 156 1,977 100.00 374 374 -2,026 - 3,609 521 293

Zi les Guérins - 42120 Le coteau

Cars Planche 94 920 100.00 874 874 52 - 3,906 94 82

10 boulevard Duguet - 42600 Savigneux

keolis atlantique 2,076 4,713 100.00 9,926 9,926 -1,974 - 36,749 2,543 778

3 rue de la Garde - Zi Bois Briand - 44300 nantes

Transports de la Brière 92 926 59.80 1,221 - -189 - 3,317 -199 -

7 rue pierre Vergniaud - penhoet - 44600 Saint-nazaire

118



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keolis Voyages 8 92 100.00 7 7 -75 - 4,116 7 -

3 rue de la Garde-Zone de Bois Briand - 44300 nantes

keolis Montargis 163 56 100.00 163 163 -630 - 3,948 34 20

16 rue de la Baraudière - 45700 Villemandeur

keolis orléans Val de loire 802 707 100.00 802 802 913 - 67,241 400 80

64 rue pierre Louget- 45800 Saint Jean de Braye

keolis Cahors - - - 5 1 -

127 boulevard Léon Gambetta - 46000 cahors

keolis agen 224 34 100.00 224 224 -1,145 - 7,158 26 -

rue Georges clemenceau - 47240 Bon Encontre

keolis Marmande 110 -54 100.00 135 135 -173 - 2,184 -45 -

impasse Doumayne - Za de Girauflat - 47200 Marmande

keolis Val de Maine 35 2 100.00 35 35 -113 - 1,137 5 -

rue du Bois rinier - Zi Saint Barthélémy - 49124 Saint Barthélémy d'anjou

société de Gestion de l'aéroport d'angers Marcé 8 -281 100.00 8 - 1,003 - 1,732 -174 -

aéroport d'angers-Marcé - 49140 Marcé

keolis angers 922 550 100.00 921 921 -10,432 - 56,883 314 116

rue du Bois rinier - 49124 Saint Barthélémy d'anjou

keolis Manche 497 528 100.00 3,102 3,102 -903 - 6,010 143 93

La fosse Yvon - 50440 Beaumont Hague

keolis Cherbourg 299 14 100.00 382 382 -1,166 - 8,904 58 -

491 rue de la chasse aux Loups - 50110 tourlaville

keolis Chaumont 149 36 100.00 149 149 -589 - 3,123 34 -

rue du Vieux Moulin - 52000 chaumont

keolis laval 369 29 100.00 368 368 -2,545 - 13,264 38 -

centre JM Moron - rue Henri Batard - Bp 0909 - 53009 Laval cedex

keolis sud lorraine 2,575 -844 100.00 2,576 2,576 -718 - 25,622 - -

1 rue de la Sablière - 54136 Bouxières aux Dames

keolis Bassin de Pompey 95 44 100.00 95 95 -515 - 1,540 44 29

3 rue de la Sablière - 54136 Bouxières aux Dames

119



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keolis lorient 489 92 100.00 563 563 -5,682 - 29,724 26 -

Boulevard Yves Demaine - 56323 Lorient cedex

keolis Maritime lorient 10 644 99.00 10 10 -760 - 2,284 168 158

1 rue Yves Montand - 56260 Larmor-plage

keolis 3 Frontières 1,976 3,365 100.00 5,869 5,869 -3,824 - 35,154 2,122 986

5 rue de l'abbé Grégoire - 57050 Metz

keolis Nevers 324 6 100.00 324 324 -1,456 - 6,768 6 -

120 route de Marzy - 58000 nevers

Trans Val-de-lys 1,101 3,205 100.00 2,027 2,027 -6,182 - 23,135 1,019 1,057

Za de la nouvelle énergie - rue de l'énergie prolongée - 59560 comines

keolis Val Hainaut 165 2,107 96.32 3,222 3,222 -2,845 - 7,053 793 366

36 rue Ernest Macarez - 59300 Valenciennes

keolis lille 23,544 -30,379 100.00 42,041 42,041 44,849 - 308,330 -12,905 -

château rouge - 276 avenue de la Marne - 59700 Marcq en Baroeuil

Transports evrard 1,320 -1 100.00 8,450 - 2,812 - 9,098 - -

304 avenue du tremblay - Zi de Vaux - 60100 creil

keolis oise 183 6,715 100.00 4,027 4,027 4,683 - 22,075 343 -

21 avenue felix Louat - 60300 Senlis

keolis alençon 38 969 100.00 38 38 -181 - 2,565 -8 -

20 rue ampère - 61000 alençon

keolis arras 581 -80 100.00 669 669 - 10,675 52 -

rue Mongolfier Zi Est - 62000 arras

keolis artois Gohelle 908 885 99.99 677 677 - 55,662 499 363

59 avenue Van pelt - 62300 Lens

Caron Voyages 1,410 -1,259 100.00 2,365 2,365 660 - 5,062 -434 -

resurgat 1 - 64 Boulevard industriel - 62230 outreau

Voyages Dourlens 331 -326 100.00 841 841 -765 - 2,732 -176 -

ZaL n°3 - rue de Belle Vue - 62700 Bruay La Buissiere

Voyages Fouache 100.00 4,288 - -610 - - -

1321 route nationale - 62117 Brebières

keolis Boulogne sur Mer 359 218 100.00 559 559 -638 - - 33 -

46/48 rue des canonniers - 59000 Lille

Westeel Voyages 3,325 -116 100.00 5,520 5,520 -1,795 - 20,115 706 -

2. rue f. Jiolat - 62430 Sallaumines

120



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Fouache evasion 100.00 53 -33

1321 route nationale - 62117 Brebières

loisirs et Voyages 914 1,969 100.00 4,254 4,254 -2,004 - 11,688 605 352

Zi de l'industrie - 63600 ambert

keolis NoRD allieR 1,943 -1,751 94.41 2,526 - 1,084 5,211 -516 -

140 route de Lyon - 03400 Yzeure

TPR saRl 341 -9 100.00 2,250 2,250 296 - 3,589 -106 -

chemin de la Saligue - 64140 Lons

keolis Pyrénées 1,367 711 95.16 2,626 2,626 -143 - 10,524 393 234

Quartier Lasbats - route de pau - 65420 ibos

keolis Grand Tarbes 179 16 100.00 747 747 -916 - 4,694 24 -

centre Kennedy - rue Jean Loup chrétien - 65000 tarbes

les Courriers Catalans 2,160 -1,530 100.00 3,401 618 -446 - - -31 -

7 rue Jean perrin - 66000 perpignan

Transports GeP Vidal 1,073 -628 100.00 2,087 2,087 373 - 4,008 -27 -

7 rue Jean perrin - 66000 perpignan

Compagnie des Transports de Perpignan 78 78 -84 -


Holding striebig 335 - 100.00 11,159 11,159 1 - - -

198 avenue de Strasbourg - 67170 Brumath

keolis obernai 31 21 100.00 31 31 - - 655 7 12

7 rue de la Gare - 67210 obernai cedex

autocars striebig 100.00 900 900 1,193

198 avenue de Strasbourg - 67170 Brumath

autocars eschenlauer - - 79.30 735 735 131 - - -

route de Dresenheim - 67620 Soufflenheim

autocars Planche 5,000 12,781 100.00 6,567 6,567 -11,901 - 33,623 2,311 1,500

69 rue du champ du Garet - 69400 arnas

keolis PMR Rhône 1,639 -644 100.00 1,639 735 -1,107 - 3,600 72 -

Zi La Bandonnière - 4 rue Maurice audibert - 69800 Saint-priest

interhône alpes 40 2,014 100.00 38 38 -1,982 - 699 -39 -

69 rue du champ du Garet - Bp 80157 - arnas - 69655 Villefranche sur Saône

keolis lyon 45,946 -44,070 100.00 49,998 49,998 -53,694 - 371,095 -5,598 -

19 boulevard Vivier Merle - 69212 Lyon cedex 03

121



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keolis Val de saône 953 271 99.27 1,006 1,006 -1,318 - 10,829 74 -

30 rue de Guerlande - Zone Verte - 71880 chatenay le royal

keolis aix les Bains 540 -310 100.00 540 - -313 - 4,499 36 -

1700 boulevard Lepic - 73100 aix Les Bains

société pour la Mobilité à Paris 162 905 100.00 162 162 1,065 - 13,765 127 -

58 averue des terroirs de france - 75012 paris

institut keolis 37 1,679 100.00 37 37 -2,100 - - 1,672 1,672


keolis seine Maritime 185 4,166 100.00 5,631 5,631 -4,773 - 16,259 717 295

55/57 le nid de Verdier - 76400 fécamp

keolis Rouen Vallée de seine 63 406 100.00 63 63 -894 - 4,161 153 125

3 Bis rue nicephore niepce - Zone industrielle - 76300 Sotteville les rouen

les Courriers de l'ile-de-France 344 24,112 99.99 560 560 20,382 - 105,362 4,359 2,233

34 rue de Guivry - 77980 Le Mesnil-amelot

Val Trans services Roissy 37 2,207 100.00 660 660 -2,302 - 5,084 872 420

rue des acacias - 77990 Le Mesnil amelot

airelle 6,108 -11,178 100.00 6,104 - 4,346 - 6 -79 -

1 à 9 avenue francois Mitterand - immeuble Le Jade - 93200 Saint Denis

Transroissy sNC 2,519 -3,190 100.00 3,419 3,419 -13 - 11,177 -948 -

rue de paris Lieu-dit La Maladrerie - 77990 Mesnil amelot

aerosat 50 2,220 85.00 43 43 -478 - 13,503 1,217 880

rue des acacias -77990 Le Mesnil amelot

keolis Mobilité Roissy 104 -192 100.00 324 324 -3,026 - 8,484 -147 -

34 rue de Guivry -77990 Le Mesnil amelot

keolis Roissy services aeroportuaires 100.00 180 180 - -

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

18 rue de la Senette - 78755 carrières sous poissy

sVTU sa 680 8,591 99.90 2,960 2,960 -1,285 - 29,277 1,311 440

12 avenue du Général de Gaulle - Les Manèges - 78000 Versailles

keolis Yvelines 358 -102 99.68 959 959 2,758 - 4,467 33 -

12 avenue du Général de Gaulle - Les Manèges - 78000 Versailles

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keolis somme 219 96 99.99 219 219 -354 - 1,855 - 15

Zi du frier - 80290 poix de picardie

société d'exploitation de l'aéroport albert Picardie 50 -118 50.96 26 - 191 - 404 -145 -

rue Henri potez - 80300 Meaulte

keolis abbeville 162 107 99.02 186 186 33 - 2,414 33 49

place de la Gare - 80100 abbeville

Cariane littoral 2,762 -2,345 100.00 2,824 2,824 -457 - 5,086 -125 -

place de la Gare - 59820 Gravelines

société Départementale des Transports du Var 1,344 2,419 95.08 5,303 5,303 170 - 17,104 55 -

175 chemin du palyvestre - 83400 Hyères

keolis Châtellerault 113 55 100.00 111 111 -751 - 3,687 39 28

6 rue Le prince ringuet - 86100 châtellerault

keolis epinal 141 506 100.00 141 141 396 - 4,918 235 296

Zac de la Magdeleine - 88000 Epinal

autocars Garrel et Navarre 47 6,394 100.00 5,783 5,783 -4,310 - 11,491 844 848

19 rue charles Mory - 91210 Draveil

société d'exploitation Transport de Voyageurs evry-Ris 50 51 100.00 1,982 - -114 - 229 128 -

172 avenue françois Mitterrand - 91200 athis Mons

athis Cars sa 230 5,882 100.00 5,594 5,594 3,580 - 31,669 1,220 438

172 avenue françois Mitterrand - 91200 athis Mons

sTa saRl 3,004 -2,148 100.00 5,705 5,705 3,443 - 9,529 -656 -

110 route nationale 191 - La belle Etoile - 91540 Mennecy

intrabus eURl 282 1,350 100.00 759 759 -710 - 12,078 414 211

1 à 3 avenue françois. Mitterand - 93200 Saint Denis

société & exp. Francilienne inter Modalité (sTeFiM) 40 -490 100.00 40 - 1,873 - 723 -497 -

1 à 3 avenue francois Mitterand - immeuble Le Jade - 93200 Saint Denis

autocars Delion 482 572 100.00 2,557 2,557 158 - 7,281 270 190

12 rue Jean perrin - 92000 nanterre

keolis Mobilité Hauts de seine 10 -1,388 100.00 10 - 1,387 - 15 -79 -

1-3 av francois Mitterrand - Batiment le Jade - 93200 La plaine St Denis

s.F.D 40 527 100.00 1,184 566 -562 - - -1 -


keolis Travel services 397 -482 100.00 517 - 465 - 1,686 -253 -

12 rue Jean perrin - 92000 nanterre

123



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Voyages autocars services 2,064 -1,413 100.00 4,020 4,020 6,859 - 8,595 308 -

52 rue Jean Lemoine - 93230 romainville

Pacific Cars 1,300 -2,895 100.00 4,581 - 2,086 - 98 -133 -

20 rue du Bailly - 93210 La plaine Saint-Denis

Prioris 38 3 100.00 38 38 -37 - - -34 -

1 à 3 avenue françois Mitterand - 93200 La plaine Saint Denis

société des Transports et de serv. aéroportuaires 150 26 100.00 98 98 -174 - - -14 -

1 à 3 avenue francois Mitterand - Bâtiment Le Jade - 93200 Saint Denis

Transports services aérolignes 8 - 100.00 8 8 -27 - 16 -1 -

34 rue de Guivry - 77990 Le Mesnil amelot

keolis Val d'oise 128 1,668 99.99 130 130 3,261 - 5,596 269 85

1 chemin pavé - 95340 Bernes sur oise

aérobag 8 -2,813 100.00 8 - 2,763 - 5,301 -221 -

rue de paris - lieu-dit La Maladrerie - 77990 Le Mesnil amelot

aerolis 259 879 50.10 777 - 4,981 - 27,732 360 -

Lieu-dit La Maladrerie - rue de paris 77990 Le Mesnil amelot

keolis Conseil & Projets 8 236 100.00 8 8 1,039 - 2,975 235 235

20 rue de la Villette - immeuble le Bonnel - 69003 Lyon

Motion lines 10 8 100.00 7,235 7,235 -32 - - - -

20 rue Hector Malot - 75012 paris

sCi st Nicolas 196 196 -

55/57 le nid de Verdier - 76400 fécamp

sCi Héron Verdier 228 228 -

55/57 Le nid de Verdier - 76400 fécamp

ReV (Réseau en Vosges) 10 7 70.00 7 7 -180 - 2,481 3 -

3 place Gambetta - 88300 neufchâteau

keolis amiens 654 390 100.00 654 654 -8,206 - 32,145 217 65

45 rue Dejean - 80000 amiens

les Transports Dunois 629 -461 100.00 651 165 -160 154 -7 -

route de la souterraine - 23800 Dun le palestel

sTa Creilloise 250 218 83.97 210 210 -977 7,214 108 -

Zi du Marais sec - rue du pont de la brèche sud - 60780 Villers Saint-paul

124



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Voyages Chargélègue 1,291 -1,731 100.00 1,772 - 191 297 1 -

20 rue Grand rue Vasles - 79340 Menigoute

TRaNskeo 51.00 51 51 - - -

266 avenue du président Wilson - immeuble Le Stadium - 93200 Saint Denis

klP02 100.00 10 -

20 rue Le peletier - 75009 paris

klP03 100.00 10 -

20 rue Le peletier - 75009 paris

125



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2) fOreIGn suBsIdIArIes

keolis Nordic * 100 -86,032 100.00 8,355 8,355 15,790 - -15,886 -

c/o advokatfirman Vinge KB - Box 1703 - 111 87 Stockholm - Sweda SEK SEK SEK SEK

keolis espagne 4,508 -527 100.00 20,445 3,997 -3,925 - 130 -

Via augusta, 291 - 08017 Barcelona - Spainkeolis Canada inc * 29,569 -23,274 100.00 20,892 20,892 21,207 81,834 -9,703 -

1 place Ville Marie - H3B 4M7 Montréal - canada caD caD caD caD

keolis Uk * 2,000 1,899 100.00 3,059 3,059 20,437 - 2,789 -

Evergreen Buiding north - 160 Euston road - nW1 2DX London - United Kiingdom

GBp GBp GBp GBp

keolis Bus Danmark * 24,857 110,326 75.00 11,275 11,275 44,835 600,951 -13,932 -

2/4, thorvald Borgs Gade - 2300 copenhagen - Danmark DKK DKK DKK DKK

keolis Deutschalnd Gmbh & Co. kG 51 -13,571 100.00 736 - -39,900 126,664 -2,647 -

rheinstrasse 4E - 55116 Mainz - Germanykeolis Deutschland Verwaltungsgesellschaft GmbH 26 -15 100.00 26 14 - - -

KG postfach-103255 - 40023 Düsseldorf - Germanykeolis Vlaanderen 7,348 8,905 100.00 22,708 22,708 - 2,732 -

oosterring 17 - 3600 Genk - Belgiumkeolis america * 46,565 -17,796 100.00 56,181 56,181 74,129 - -6,902 -

c/o national corporate research, 615 South Dupont Highway USD USD USD USD

Dover, Kent county 19901 Delaware - USakeolis australie * - 16,841 100.00 22,616 22,616 3,826 - -831 -

140 William Street - Vic 3000 Melbourne - australia aUD aUD aUD

keolis Tramway d'alger * 100.00 198 -

2 impasse Bossuet - alger - algeria DZD DZD

eurobus Holding sa 25,000 36,461 100.00 131,453 131,453 - 156 -

62 av. de navagne - 4600 Visé - Belgiumkeolis Hyderabad Mass Rapid Transit system Private limited * 3,500 121,641 100.00 50 50 327,905 83,040 1,439

cyber tower - Q3 L4 - 500081 Hyderabad - india inr inr inr inr

kilux 13 20 100.00 20 20 468 9 -

Weiswampach - Grand Duché - Luxembourgstriebig Deutschland GmbH 100.00 1,000 1,000 - - -

Lundelbrunnstrasse 6 - 76887 Bad Bergzabern - Germany kiBel 37,671 30,433 100.00 81,708 81,708 -155,559 - 1,302 -

62 av. de navagne - 4600 Visé - Belgium

126


B - NoN CoNSoLIDATeD INVeSTMeNTS (BeTweeN 10% AND 50% heLD By CoMpANy)


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1) french subsidiaries

t.i.c.e 182 1,153 19.00 35 35 - - -

352 rue des champs Elysées - 91026 Evry

scodec voyages scop 338 617 35.00 111 111 92 - - -

La tuilerie du Vignault - 79140 cerisay

canal tp 763 2,340 34.02 1,687 1,687 3,717 9,431 903 99

20 bd poniatowski - 75012 paris

trans pistes 80 50 40.00 32 - 932 -108 -

37-39 rue d'athènes - 13127 Vitrolles

transports de l'agglomération de Metz Metropole 2,000 -90 25.00 500 500 43,649 -19 -

10 rue des intendants Joseph et Ernest Joba - 57000 Metz

société transports voyageurs devillairs 359 2,516 40.36 310 310 6,083 13,878 28 -

12 avenue du Général De Gaulle - 78000 Versailles

Keolis pays des volcans 904 153 45.97 416 416 287 5,546 216 -

14, avenue de la Gare - 63260 aigueperse

one paRK 35 20.25 1,750 1,750

Essec - avenue Bernard Hirsch Bp 50105 - 95021 cergy pontoise cedex

les cars de Bordeaux 264 734 49.97 379 379 - - 5,390 223 94

8, rue d’artagnan - 33000 Bordeaux


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sYNTUs 272 -7,843 100.00 22,248 22,248 - 122,633 -7,858 -

5 Visbystraat - 7418 BE Deventer - netherlands -

keolis Nederland 18 -1,667 100.00 68 68 -7,290 - -1,362 -

5 Visbystraat - 7418 BE Deventer - netherlandsRDk 50.00 - -

54 quai de la rapée - 75012 paris

127



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2) foreign subsidiaries

prometro 500 466 20.00 100 100 579 46,812 -127 -

rua de campo alegre 17, 2 - 4150-177 porto - portugal

goldlinq Holdings pty ltd 4,287 4,287

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

1,739

cnY

- 100.00 85 85 - - -

shanghai keolis Public Transport operation Management Co. 5f Building n°1- 909 Guilin road - 201 103 Shanghai - china

1,503

cnY

-438

cnY

100.00 724 724 - -438 -

sTaRabidjan plateau - avenue nogue immeuble Brodway - 011450 abidjan - ivory coast

25.00 1 1

* Subsidiaries presented in local currency for Equity, revenue and net profit.

128


to the Shareholders,

in compliance with the assignment entrusted to us by your annual General Meeting, we hereby report to you, for the year ended December 31, 2015, on: ◗ the audit of the accompanying financial statements

of 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 STATeMeNTSWe 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 misstate-ment. 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 appropriate-ness 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 opera-tions for the year then ended in accordance with french accoun-ting principles.

neuilly-sur-seine, March 7, 2016

the statutory auditors

II - JuSTIFICATIoN oF ouR ASSeSSMeNTSin 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).

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 INFoRMATIoNWe 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.

statutory auditors’ report on the financial statements (For the year ended December 31, 2015)

pricewaterhousecoopers audit French original signed by

deloitte & associés French original signed by

Bertrand BoisselierFrançoise Garnier-Bel

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 audi-tors’ 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 docu-ment addressed to shareholders.This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards appli-cable in France.

129
