transdev group financial report 2018 · a cash ﬂow that exceeds net investments, kept the net...

the mobility company

Transdev GroupFinancial report 2018

statutory financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 3

Consolidated financial statements as of December 31, 2018. . . . . . . . . . . . . page 51Statutory auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 105

Statutory financial statements as of December 31, 2018 . . . . . . . . . . . . . . . . . page 109Statutory auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 129

Management reportBoard of directors’ management report on the 2018 consolidated and

Consolidated financial statements

Statutory financial statements

Contents


Management report Transdev Group S.A.

Board of directors’ management report on the 2018

consolidated and statutory financial statements

Transdev • Financial Report 2018 – 5

ContentsManagement report on the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Key figures – consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Group key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Group performance in 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Foreseeable trends and outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Recent developments and subsequent events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Key factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Management report on the statutory financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Key figures – statutory financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Business activities of the company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Foreseeable trends and outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

New investments and disposals during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Existing branches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Post-closing events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Research and development activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Miscellaneous information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Report on corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Employee shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Directors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Statement of non-financial performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Vigilance plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Proposed appropriation of income for 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Agreements entered into between senior managers or significant shareholders of the company and a subsidiary . . . . . . . . . . . . . . . . . . . . . .17

Amount of loans granted by the company that are ancillary to its main business (article L.511-6 3 bis, par. 2, of the french monetary and financial code (code monétaire et financier) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

Information on transdev group sa payment periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

Appendix 1 : Results (and other key figures) of the company during the last five fiscal years . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

Appendix 2 : Statement of extra-financial performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Transdev, a leading Group offering seamless, people-centric and innovative mobility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

Transdev, a Group actively fulfilling its societal responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

Transdev, a Group committed to protecting the environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

Transdev, contributor to the vitality of local areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

Safety and Security: assessing and controlling risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

Human Resources: a key asset for the Group’s long-term performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

Transdev, committed to human rights and ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38

Methodological note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40

Report by the independent third-party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44

Appendix 3 : Vigilance plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47

M€ 6,892

74,309 73,590

2017 Revenue

2017Employees

2018Employees

2018 Revenue

M€ 6,948

6 – Transdev • Financial Report 2018

Key figures – Consolidated financial statements

Management report on the consolidatedfinancial statements

(1) 2017 amounts restated for IFRS 15. IFRS 15 has been applied retrospectively to fiscal yearsbeginning on or after January 1, 2018 and the comparisons presented for 2017 have beenrestated. The impacts in relation to the initial application of this standard are describedin note VII.1.2. to the consolidated financial statements.

(2) Figures do not include the contribution of part state-owned corporations. Data on thenumber of employees are stated as a weighted average number of employees and donot include discontinued operations or employees of joint ventures and associates.

Revenue from ordinary activities 6,892.3 6,948.0EBITDA (Earnings before interest, taxes, depreciation and amortization)(2) 417.8 364.2Current operating result(2) 138.3 114.6Net income (loss) 76.6 (94.3)Net income – Group share 75.9 (96.4)Net financial debt (NFD) 527.5 530.2

(€ millions)

Fiscal year 2017restated (1)

(12 months)

(1) 2017 amounts restated for IFRS 15. IFRS 15 has been applied retrospectively to fiscal years beginning on or after January 1, 2018 and the comparisons presented for 2017 havebeen restated. The impacts in relation to the initial application of this standard are described in note VII.1.2. to the consolidated financial statements.

(2) Note VII.4.1.2. of the notes to the consolidated financial statements describes the reconciliation of EBITDA to current operating result and operating result.

Group performance in 2018

The Group has redefined its strategy (Moving You) to focus on its corepurpose of “enabling people to move more freely each day” and placespeople at the heart of this strategy in order to become a genuine inte-grator of day-to-day mobility solutions.

This strategy is based on five principles:• We think that deep understanding of our Customers enables us to

better serve them, anticipate their needs and increase ridership.• We believe that collaborative and engaged Teams achieve high stan-

dards.• We are aligned with the objectives of the Clients and the Communi-

ties that we serve to support their long-term development.• We are engaged in Performance to master all mobilities and deliver

at best cost.• We put Innovation at the heart to prepare for the future with more

attractive, efficient and sustainable solutions.

On October 2, 2018, the Rethmann group announced its intention toacquire Veolia’s stake in Transdev Group, after having entered into a part-nership agreement with Caisse des Dépôts affirming their shared strategicvision for Transdev’s development. This agreement also provided thatthe Rethmann group will sell the shares of Rhenus Veniro to TransdevGmbH; this company, together with its subsidiaries, operates the Reth-mann group’s public passenger transportation businesses in Germany.These transactions were completed on January 9, 2019 and provide theGroup with a stable shareholder structure.

The year was marked by renewed commercial success and the Group’sreturn to the Czech Republic.The financial results for 2018 were impacted by the decision pursuant tothe new strategy to reduce the Group’s exposure to purely commercial acti-vities (BtoC). These shifts led to the recognition of impairment losses onassets, which impacted the Group’s net income, but not its debt position.

The Group posted an increase in revenue from ordinary activities andcontrolled its net financial debt, thereby obtaining the financial leewaynecessary for its further development.

Fiscal year 2018(12 months)

Group keys figures

The Group operates in 20 countries

Annual revenue: M€ 6,94873,590 employees(1)

Revenue(1) - 12 months& Number of employees(2)

The Group generated a current operating income of €114.6 million, whichwas lower than in 2017 due to the renewal of certain major contracts (particularly in the Netherlands), tensions in certain employment markets(recruitment difficulties, strikes, etc.), lower results for certain activitiesin the United States (activities not under contract with public authorities)and, in particular, an increase in the cost of claims and litigation.

The favorable trend in the working capital requirement, combined witha cash flow that exceeds net investments, kept the net financial debt position stable at year-end 2018 compared to year-end 2017. At the sametime, commitments to pay future minimum lease payments decreased by€96 million over the period.

Business development and activities

The Group continued its development during the year in numerous geographical areas.

France• Transdev was awarded the Nîmes contract for a term of five years and

a half as of January 1, 2019.• In the Île-de-France region, Transdev is continuing its expansion, in

particular by strengthening existing lines.• Transdev renewed the Mulhouse contract for six years.

Germany• Transdev was awarded the Hanover regional rail network contract for

a period of 12 years and a half, which will start in December 2021. Thiscontract represents the largest rail contract Transdev has ever won inthe German market.

Australia• Transdev, acting through a consortium, was awarded the contract to

supply, operate and maintain phase 1 of the Parramatta tramway sys-tem. After the construction of the network by other consortium mem-bers, Transdev will operate the contract for 8 years and thusconsolidate its position as the world leader in tram operations, with23 networks in eight countries.

Colombia• Transdev Colombia and its local partner Fanalca were awarded a

10-year contract in Bogota for a bus rapid transit (BRT) service.

United States• The Group confirmed and expanded its position in Washington with

the renewal of the paratransit contract operated since 2013 and theaward of the Cinder Bed transit contract.

Sweden• Transdev was awarded the E31 bus contract and the operation of 15

ferry lines in Stockholm.

Innovation and electric mobility remain at the core of the Group’s strategy:• Under the Amstelland-Meerlanden contract, Transdev operates the

largest electric bus fleet in Europe. • In June 2018, within the Autonomous Transport Systems business unit,

the Group inaugurated the Rouen Normandy Autonomous Lab(RNAL), the first on-demand mobility service available in Europe thatuses autonomous electric vehicles on public roads with connectedinfrastructure and an integrated supervision center. This innovativeand sustainable transportation solution is the fruit of a close collabo-ration that takes advantage of the know-how and innovative capacitiesof key players of the future’s mobility.

• Together with Mulhouse Agglomération, the Group launched theMobility Account, which allows passengers, using a single application,to access and reserve all mobility services (parking, bicycles, publictransportation, carsharing), and later trains and taxis.

Group activities and results in 2018

The Group’s consolidated revenue reached €6,948 million in 2018, havingbeen adversely affected by a foreign exchange impact of €126 millioncompared to 2017 due to the depreciation of the US, Australian and Swe-dish currencies. It should be noted that the application of the accountingstandard IFRS 15 requires the recognition of access fees concerning therail network in Germany. Therefore, the published revenue for 2017 hasbeen restated and increased by €249 million to take this into account.

Despite these currency and regulatory impacts, revenue increased thanksto the impetus of contracts in the Île-de-France region (public transporta-tion and parking business), the growth in passenger revenues from rail acti-vities in Germany and the positive momentum of activities in Australia.


Management report on the consolidated financial statements

France

USA/Canada

Netherlands

Germany

Australia/NZ

Sweden

Others

39%

17%11%

12%

8%

6%7%

Breakdown of the 2018 revenue by location

At year-end 2018, EBITDA totaled €364 million, i.e. a margin of 5.2% ofrevenue, which is a decrease compared to 2017.

Current Operating Result (COR) totaled €114.6 million at year-end versus€138.3 million in 2017.

Revised long-term strategy concerning certain BtoC activities led theGroup to recognize impairment losses on intangible assets and fair valuerevaluations for a total of €149.6 million. The main impacts are related toBtoC activities in the United States.

The cost of the Net Financial Debt totaled €22.2 million for the fiscal year.

Overall, the level of net financial debt was stable at €530.2 million at year-end 2018.

Foreseeable trends and outlookThe 2018-2024 strategic plan reaffirms Transdev’s positioning as a globalintegrator of mobility solutions capable of responding to daily needs ofpassengers for today and tomorrow.

This plan incorporates the key elements of the Group’s new strategy,Moving You.

The plan focuses on allocating resources to certain activities, types of cus-tomers and geographical areas representing priorities for the Group’sdevelopment.

Recent developments and subsequenteventsThis information is provided in the consolidated and statutory financialstatements.

Research and development

The Group believes that the mobility sector will continue to evolvethrough the development of increasingly personalized solutions, in par-ticular driven by the contribution of digital tools.

The Group is involved in various programs in the areas of:• Electric mobility, as confirmed by the execution of contracts that make

the Group the leading private operator of electric buses in Europe.• New on-demand mobility solutions, not only in the BtoC sector, but

also in the BtoB market (transportation services using digital techno-logies for private companies) and the BtoG sector with public trans-port contracts (ChronoPro and Flexilia in France, Link in the USA, etc.);

• “Mobility as a Service” (MaaS), which covers all means of informationand mobile phone ticketing, and facilitates access to a range of trans-portation offers proposed by various operators; (Compte MobilitéMulhouse).

• Development of Autonomous vehicles.

In 2018, the Group’s innovation activities continued to expand due to: • The launch of an innovation ecosystem.• The development of MaaS (“Mobility as a Service”) and on-demand

transportation solutions.• Investments in start-ups offering new services to customers.• The management of autonomous vehicles.

Key factors

The Group’s business is influenced by key factors of a technical, contractualand economic nature. The principal factors are:• Adaptability to contractual and regulatory changes, as well as external

threats (cyber risks, etc.).• The ability to meet the increasing demands of passenger customers and

public transport authorities in terms of new services, as well as sustai-nable development and innovation.

• The ability to conduct its business in densely populated, extended andincreasingly complex territories: increased operating complexity andwidespread use of intermodal transportation.

To mitigate and manage its exposure to the risks of fluctuation in interestrates, foreign exchange rates and commodity prices, Transdev uses deri-vative instruments, some of which qualified as hedge accounting. Additio-nal information on these instruments is presented in note VII.9.4 to theconsolidated financial statements.


Management report on the consolidated financial statements

Key figures – statutory financialstatements

Business activities of the company

On October 2, 2018, the Rethmann group announced its intention toacquire Veolia’s stake in Transdev Group SA, after having entered into a part-nership agreement with Caisse des Dépôts affirming their shared strategicvision for Transdev’s development. This agreement also provides that theRethmann group will sell to Transdev GmbH, a wholly-owned subsidiary ofTransdev Group SA, the shares of Rhenus Veniro, its holding company,which, together with its subsidiaries, operates the Rethmann group’s publicpassenger transportation businesses in Germany.

On January 9, 2019, the Rethmann group acquired the 30% stake of TransdevGroup SA’s capital owned by Veolia, and Transdev GmbH acquired 100% ofRhenus Veniro shares. Also on that date, a general meeting of TransdevGroup SA’s shareholders approved a capital increase of 4% reserved forRethmann France, pursuant to which ordinary shares and preferred shareswithout voting rights would be issued, and granted full powers to the Boardof Directors or the Chief Executive Officer to confirm Rethmann France’ssubscription and the completion of the capital increase by a setoff againstthe amount of the sale price owed to it by Transdev Group SA. The capitalincrease is expected to be completed by mid-2019. After completion of thiscapital increase, Rethmann France will hold 34% of Transdev Group SA’scapital. Caisse des Dépôts keeps sole control of Transdev Group SA.

The Company’s operating result was -€12.7 million, compared to -€7.0 mil-lion in 2017. Financial result totalled -€145 million and consisted primarilyof dividends paid by the subsidiaries, the net finance costs on the debt ofTransdev Group SA and changes in impairment of investments.

After taking into account the tax consolidation bonus, net result is a profitof €129.1 million for the fiscal year.

Foreseeable trends and outlook

The 2018-2024 strategic plan was adopted in fiscal year 2018 and summa-rizes the strategic lines of action in the primary key areas. It emphasizesthe Group’s ambition to secure its strong positions in its main locations,the pursuit of selective growth in the segments with the most potentialand its target to limit its exposure to BtoC activities.

New investments and disposalsduring the fiscal year

During the fiscal year 2018, the Company carried out acquisitions and capitalincreases for a total of €199 million, of which €175.2 million (USD 200 million)relate to the capital increase of Transdev North America. €10 million inreserves equivalent to capital was also repaid by a subsidiary in Spain.

The Company did not dispose of any shareholdings in 2018.

Existing branches

The Company owns a secondary establishment within the territorial juris-diction of the Nanterre Commercial Court Registry.

Post-closing events

On January 9, 2019, the Rethmann group acquired the 30% stake of Trans-dev Group SA’s capital owned by Veolia, and Transdev GmbH acquired100% of Rhenus Veniro shares. Also on that date, a general meeting ofTransdev Group SA’s shareholders approved a capital increase of 4% reser-ved for Rethmann France, pursuant to which ordinary shares and prefer-red shares without voting rights would be issued, and granted full powersto the Board of Directors or the Chief Executive Officer to confirm Reth-mann France’s subscription and the completion of the capital increase bya setoff against the amount of the sale price owed to it by Transdev GroupSA. The capital increase is expected to be completed by mid-2019. Aftercompletion of this capital increase, Rethmann France will hold 34% ofTransdev Group SA’s capital. Caisse des Dépôts keeps sole control ofTransdev Group SA.

Research and development activities

Transdev Group SA engages in research and development activities withinits new business lines.

Miscellaneous information

In fiscal year 2018, the total amount of lavish expenses within the meaningof Article 39-4 of the French General Tax Code (Code général des impôts)totalled €147,533.


Revenue 90,550 91,045Operating result (7,014) (12,672)Financial result 139,839 (144,959)Extraordinary result (2,449) 4,679NET RESULT (LOSS) 155,040 (129,135)

(€ thousands) Fiscal year 2017 Fiscal year 2018

Management report on the statutoryfinancial statements


Management report on the statutory financial statements

Ms. Anne-Marie Couderc(Independent director)

March 26, 2015 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2018

Mr. Thierry Mallet(Chairman and Chief Executive Officer)

July 11, 2016 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2018

Directors Date appointed/reappointed Date term of office expires

Ms. Catherine Mayenobe, co-opted by the Board of directors on March 2, 2018, Mr. Waël Rizk, appointed by the general shareholders’ meeting ofJanuary 9, 2017, Mr. Hubert Sueur, appointed by the Board on September 28, 2018 and who must be formally ratified by the general shareholders’ mee-ting, and Mr. Antoine Frérot resigned from their positions as directors on January 9, 2019.

At the general shareholders’ meeting, it will be submit to renew the terms of office of Mr. Thierry Mallet, Ms. Anne-Marie Couderc, Caisse des Dépôtset Consignations and Ms. Delphine Pons for a term of four years, which will expire at the conclusion of the general shareholders’ meeting convenedto vote on the financial statements for the fiscal year ended December 31, 2022.

On January 9, 2019, the extraordinary and ordinary general shareholders’ meeting voted to amend the company’s articles of incorporation to createthe position of a board observer. That position was filled by the same shareholders’ meeting, who appointed Mr. Egbert Tölle as board observer fora term of four years, which will expire at the conclusion of the general shareholders’ meeting convened to vote on the financial statements for thefiscal year ended December 31, 2022.

The executive management is the responsibility of the Chairman of the Board of Directors.

As the Company is not listed and is exclusively controlled by the Caisse des dépôts et consignations, no directors are concerned by the obligations todisclose remuneration as set out in Article L. 225-102-1 of the French Commercial Code (Code de commerce), as amended by Order no. 2014-863 ofJuly 31, 2014.

Caisse des Dépôts et Consignations, represented by Ms. Françoise Tauzinat

March 26, 2015 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2018

Ms. Delphine Pons January 9, 2017 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2018

Mr. Jean-Michel Fenaut(Director representing employees)

July 1, 2016 July 1, 2020

Mr. Pierre Aubouin January 9, 2017 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2020

Ms. Virginie Fernandes February 14, 2017 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2020

Mr. Olivier Sichel January 9, 2019 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2022

Mr. Ludger Rethmann January 9, 2019 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2022

Dr. Werner Kook January 9, 2019 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2022

Mr. Jean-Louis Hurel January 9, 2019 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2022

Mr. Egbert Tölle(Board observer)

January 9, 2019 General shareholders’ meeting that will vote on the financialstatements for the fiscal year ending December 31, 2022

Report on corporate governance

Information concerning corporate officers and executive management

As of the date of this report, the Board of Directors is comprised of the 11 directors listed below, including one independent director and one directorwho represents employees.



In addition, the table below lists the offices and positions held by the various corporate officers in all companies.

Transdev Group SA

Transdev SA

Transdev Île-de-France

RATP Dev Transdev Asia

Transdev Sverige AB

Transdev Northern Europe

TBC Holding

Transdev North America

Transdev Australasia Pty

Chairman and Chief Executive OfficerDirectorMember of the Strategy CommitteeMember of the Investment Committee

Chairman and Chief Executive OfficerDirector

Chairman and Chief Executive OfficerDirector

Director

ChairmanBoard Member

ChairmanBoard Member

Director Class AChairman

Director

Director

MR. THIERRY MALLET

ADL Participations

Aéroports de Lyon

Alicorne SAS

Compagnie Eiffage du Viaduc de Millau SA

Lisea SAS

Mobilité Agglomération Rémoise SAS

Transdev Group SA

Verdun Participation 1 SAS

Verdun Participation 2 SAS

Member of the Supervisory Committee



Director

Chairman of the Oversight Committee

Chairman of the Board of Directors

DirectorMember of the Audit Committee

Director

Director

MR. PIERRE AUBOUIN

BPIFRANCE Investissement

BPIFRANCE Participations

Compagnie des Alpes

Icade

Société Nationale Immobilière

Transdev Group SA

DirectorMember of the Audit and Risks Committee

DirectorMember of the Strategy CommitteeMember of the Investment Committee

Standing Representative of the CDC in its capacity as directorMember of the Strategy CommitteeMember of the Appointments and Remuneration Committee

Standing Representative of the CDC in its capacity as directorMember of the Strategy and Investment Committee

Member of the Supervisory BoardMember of the Strategy CommitteeMember of the Audit and Risks Committee

DirectorMember of the Audit and Risks CommitteeMember of the Appointments and Remuneration Committee

CTE

Arkhineo

Egis

Egis Environmental Investments

Transdev Group SA

STOA

CDC Développement Solidaire

Albali SEÑALIZACIÓN

Director

DirectorMember of the Strategy CommitteeMember of the Investment CommitteeMember of the Remuneration Committee

Director

Director

Standing Representative of the CDC in its capacity as directorMember of the Appointments and Remuneration CommitteeMember of the Audit CommitteeMember of the Strategy CommitteeMember of the Investment Committee

DirectorMember of the Investment CommitteeMember of the Remuneration Committee

Director

Member of the Board of Directors



CDA Management

Compagnie des Alpes (Beijing) Business Consulting Co. ltd

SA Société du Parc du Futuroscope

Transdev Group SA

Chair

Executive Director

Member of the Supervisory Board

DirectorMember of the Appointments and Remuneration Committee

MS. FRANÇOISE TAUZINAT

MS. DELPHINE PONS

MS. VIRGINIE FERNANDES

Caisse des Dépôts et Consignations

Bpifrance SA

CNP Assurances

La Poste

Transdev Group SA

Assia Inc

Deputy Chief Executive OfficerMember of the Group Executive Committee (EXCOM) and Management Committee (CODIR)

DirectorMember of the Audit CommitteeMember of the Risk Committee

DirectorMember of the Strategy CommitteeMember of Committee overseeing the implementation of the BPCEand La Banque Postale partnerships

DirectorMember of the Audit and Risk CommitteeMember of the Strategy and Investment CommitteeMember of the Appointments and Remuneration Committee

Director

Membre du Board of Directors



Transdev Group SA

Plastic Omnium

Ramsay Générale de Santé

Air France/KLM

Ayming (anciennement Alma Consulting Group)

Independent directorMember of the Audit CommitteeMember of the Strategy Committee (since January 9, 2019)Chair and Member of the Appointments and Remuneration Committee(until January 9, 2019)

Independent directorChair and Member of the Remuneration and Appointments Committee

Independent directorChair and Member of the Remuneration and Appointments Committee

Chair of the Board of DirectorsIndependent directorChair and Member of the Appointments Committee

Member of the Supervisory Board

Transdev Group SA Director representing employees

MS. ANNE-MARIE COUDERC

MR. JEAN-MICHEL FENAUT

MR. OLIVIER SICHEL (SINCE JANUARY 9, 2019)



Transdev Group SA

SARIA INDUSTRIES France

SARIA SE

SIFCO Professional Association

DirectorChairman of the Audit Committee

Chairman and Chief Executive Officer

Member of the European Management Committee

Chairman

Remondis SE & Co. KG

Remondis International

Transdev Group SA

Board member

Chief Executive Officer

Board Observer

Transdev Group SA

RETHMANN SE & Co. KG

REMONDIS SE & Co. KG

Deutsche Bank SE

SARIA SE & Co. KG

Kirchhoff Group

Clinic Group Lünen/Werne

Deutsche Wildtierstiftung e. V.

Director

Member of the Board

Chief Executive Officer

Member of Advisory Board

Member of Supervisory Board


Member of Supervisory Board


Transdev Group SA

Transdev Verwaltungs SE

NIAG

Rethmann Group

BDI-Verkehrsausschuss

Fachausschuss Verkehr und Logistik, IHK Duisburg

Bundesfachkommission Verkehr, Logistik, Infrastruktur, Wirtschaftsrat Deutschland

RHENUS SE & Co. KG

RETHMANN SE & Co. KG

FB4-Advisory Boards Wirtschaftswissenschaftliche Fakultät derWestfälischen Wilhelms-Universität Münster

DirectorMember of the Strategy CommitteeMember of the Appointments and Remuneration CommitteeMember of the Investment Committee

President

Board Member

Chief Representative Rethmann Group

Member

Member

Chairman

Chief Representative

Chief Representative

Member

MR. LUDGER RETHMANN (SINCE JANUARY 9, 2019)

DR WERNER KOOK (SINCE JANUARY 9, 2019)

MR. EGBERT TÖLLE (SINCE JANUARY 9, 2019)

MR. JEAN-LOUIS HUREL (SINCE JANUARY 9, 2019)


Transdev Group SA

STOA

Director

Chairman

Caisse des dépôts et consignations

Transdev Group SA

Cité de la Céramique de Sèvres

Réseau Transport d’Electricité

Société Immobilière du Théâtre des Champs Elysées

Bpifrance Participations

Bpifrance investissements

Member of the EP Executive Committee and Group ManagementCommittee (CODIR)

Member of the Board of Directors

Director

Director

Director

Director

Director

GIE VEOLIA PLACEMENTS

Transdev Group SA

VE FINANCE

Director

DirectorMember of the Audit Committee Member of the Strategy Committee

Chairman

Veolia Environnement

Veolia Eau - Compagnie Générale des Eaux

Société des Eaux de Marseille

Fondation d'Entreprise VE

Institut de l'Entreprise

Transdev Group SA

ENVIE Association

Société des Amis du Musée du Quai Branly

Association Centre d'Arts Plastiques de Royan

CNER - Fédération des agences de développement et des comitésd'expansion économique

Association des Amis de la Bibliothèque Nationale de France

Alumni Association of Ecole Polytechnique (AX)

Campus Veolia Environnement

Institut Veolia

Monégasque des Eaux

Chairman and Chief Executive OfficerDirectorChairman of the Executive Committee

Manager

Director

ChairmanDirector and Representative of the Founding Members

Chairman

DirectorVice-Chairman and Member of the Appointments and CompensationCommittee

Chairman

Director

Chairman

Director

Director

Director

Member of the Executive Committee

Veolia Environnement Representative on the Board of Directors

Veolia Eau - Compagnie Générale des Eaux Representative on theBoard of Directors

MR. ANTOINE FREROT (TERM OF OFFICE ENDED JANUARY 9, 2019)

MR. HUBERT SUEUR (TERM OF OFFICE ENDED JANUARY 9, 2019)

MS. CATHERINE MAYENOBE (TERM OF OFFICE ENDED JANUARY 9, 2019)

MR. WAEL RIZK (TERM OF OFFICE ENDED JANUARY 9, 2019)




Statutory auditors

The terms of office of ERNST & YOUNG ET AUTRES, principal statutoryauditor, and AUDITEX, alternate statutory auditor, were renewed by theGeneral Shareholders’ Meeting of March 24, 2016.

The term of office of MAZARS, the principal statutory auditor, was renewedfor six years during the general shareholders’ meeting of March 24, 2017.

No renewal therefore needs to be proposed.

Powers and/or authority delegated to the board of directors

In respect of capital increases, in accordance with the provisions of Arti-cles L 225-129.1 and L 225.-129.2 of the French Commercial Code: onJanuary 9, 2019, the extraordinary and ordinary general meeting of theCompany’s shareholders approved an increase in the Company’s capital,in consideration for cash, for the amount of €68,916,333.20, by issuing5,292,702 ordinary shares with a nominal value of €9.62 each and 1,871,158class A preferred shares with a nominal value of €9.62 each, cancelling thepre-emptive subscription right in favor of a designated beneficiary, andgranted all powers to the Board of Directors or the Chief Executive Officerto confirm the subscription and the completion of the capital increase.

There are no other delegations of powers or authority to the Board ofDirectors.

Agreements that fall within the scope of article L. 225-38During the past fiscal year, the following agreements were entered into,either directly or via an intermediary between, on the one hand, one ofthe corporate officers or one of the shareholders who holds more than10% of the voting rights in a Company, and, on the other hand, anothercompany in which the Company directly or indirectly holds more thanone-half of the capital, other than agreements relating to day-to-daytransactions that are entered into under normal conditions:• A letter of intent that was approved by the Board of Directors on

October 1, 2018; • A contract that was approved by the Board of Directors on December

10, 2018: cooperation agreement between Transdev Group SA andEgis, a subsidiary of Caisse des Dépôts et Consignations;

• Two contracts that were approved by the Board of Directors onDecember 21, 2018:− an investment protocol signed by Caisse des Dépôts et Consigna-

tions, the Company, Rethmann France, Rethmann SE&CO KG andTransdev GmbH, which establishes the terms for (i) the RethmannGroup’s acquisition of stakes in the Company, (ii) Transdev GmbH’spurchase of Rhenus Veniro shares and (iii) the future capital increaseof Transdev Group;

− a shareholders’ agreement between Caisse des Dépôts et Consigna-tions and Rethmann France, which was witnessed by RethmannSE&CO KG and Transdev Group SA.

These two contracts are described in greater detail in the statutory auditors’report on regulated agreements.

We will submit these transactions for your approval.

In addition, the following agreements were continued:• A corporate officer’s agreement that defines the conditions under

which Mr. Thierry Mallet performs his duties in his capacity as Chair-man and CEO, which was entered into in 2016 and continued duringfiscal year 2018.

Employee shareholdingAs of December 31, 2018, the Company’s employees did not hold any ofits shares. In accordance with Article L225-129-6 of the French CommercialCode (Code de commerce), a resolution was therefore being submittedto the general shareholders’ meeting held on March, 20 2018 proposingthat the shareholders approve a capital increase meeting the require-ments of Part III, Title III, Chapter II, section 4, of the French Labor Code(Code du travail) (Article L3332-18 et seq.), with the cancellation of prefe-rential subscription rights in favor of employees who were members of acorporate savings plan, this proposal was rejected.

A resolution proposing a capital increase in consideration for cash wasagain submitted to the extraordinary and ordinary general meeting ofshareholders held on January 9, 2019 and was rejected by the sharehol-ders’ meeting.

Directors’ feesWe propose to grant a gross annual amount of €60,000 in directors’ feesfor fiscal year 2019.

Statement of non-financialperformanceThe statement of non-financial performance is provided in Appendix 2 tothis report.

Vigilance planThe Company’s vigilance plan is provided in Appendix 3 to this report.

Proposed appropriation of income for2018We propose that you appropriate the income (loss) for fiscal year 2018,i.e., –€129,134,705.05 to the retained earnings account.

Dividends distributed by the Company in the last three fiscal years:

2015 None2016 €20,000,066.042017 None



Agreements entered into betweensenior managers or significantshareholders of the company and a subsidiary

The Investment Protocol approved by Transdev Group’s Board on Decem-ber 21, 2018 was signed at the same date between Caisse des Dépôts etConsignations, Transdev Group SA, Transdev GmbH, Rethmann SE&COKG and Rethmann France.

On the signature date, the latter two companies were not shareholdersof Transdev Group SA. They became direct or indirect shareholders onJanuary 9, 2019.

The Investment Protocol also provides for the signature of contracts bet-ween Rhenus Veniro, a subsidiary of Transdev Group SA and RethmannServices, and Rethmann SE, which were signed on January 9, 2019.

In addition, pursuant to this protocol, Transdev GmbH agreed to assumethe obligations under certain warranties Rethmann furnished to compa-nies of the Rhenus Veniro group.

Amount of loans granted by thecompany that are ancillary to its mainbusiness (Article L511-6 3 bis, par. 2, of the French Monetary andFinancial Code (Code monétaire et financier))

None.

Number of invoices excluded 5 Total including VAT for related invoices (in thousand of euros) 51

Information on Transdev Group SA payment periods

After the statutory auditors have read their reports to you, we will request that you approve the Company’s consolidated and statutory financial sta-tements and the allocation of income.

If you agree with these proposals, the Group requests that you approve the resolutions submitted to you for a vote.

Number of invoices 15 148Total including VAT for related invoices (in thousand of euros) 72 - - 48 120 3,791 1,748 179 1,762 7,480As a percentage of purchases/net sales (including VAT) - - - - - 4% 2% - 2% 7%

A°) Overdue

Invoices received not paid at closing date and overdue Invoices issued not paid at closing date and overdue

1 to 30 days 31 to 60days

61 to 90days

91 days or more

Total for 1 dayor more

1 to 30 days 31 to 60days

61 to 90days

91 dayor more

Total for 1 dayor more

B°) Invoices excluded from (A) relating to disputed or unrecorded invoices

C°) Payment term used: Contractual payment term Contractual payment term

The number of invoices is calculated based on the number of occurences; an occurence corresponds to the number of overdue invoices in the accounts “accounts

payables-goods and services” and “payables related to acquisition of assets” for invoices received and “accounts receivables” and “receivables on disposal of tangible

and intangible assets” for invoices issued.

The total including VAT for related invoices corresponds to the year-end balance of the above mentionned invoices.

Invoices exclued from (A) correspond to doubtful customers accounts.

n/a : not applicable as long as revenue from the company is made of other revenue only (no net sales).


I - Capital at the end of the period

Capital 1,137,120 1,137,120 1,137,120 1,137,120 1,137,20

Number of ordinary shares issued 118,203,700 118,203,700 118,203,700 118,203,700 118,203,700

II - Transactions and results for the period

Revenue, excluding taxes - - - - 76,604

Income before taxes, employee profit sharing and allowances / reversals of depreciation, amortization and provisions 1,780 29,602 319,974 167,195 117,666

Corporate income tax 31,289 30,715 27,768 24,381 23,400

Employee profit sharing owed for the period - - - - -

Income after taxes, employee profit sharing and depreciation, amortization and provisions 789 107,893 47,850 155,040 (129,135)

Income distributed - - 20,000 - -

III - Income per share (in euros)

Income after taxes, employee profit sharing but before depreciation, amortization and provisions 0.29 0.51 2.94 1.62 1.19

Income after taxes, employee profit sharing and depreciation, amortization and provisions 0.01 0.91 0.40 1.31 (1.09)

Dividend paid per share - - 0.17 - -

IV - Workforce

Average number of employees during the period 319 326 335 347 353

Payroll during the period 25,766 25,365 27,072 29,513 32,056

Amounts paid as employee benefits during the period (Social security, benefit programs) 14,259 12,915 13,226 13,933 15,450

(€ thousands) Fiscal year 2014 Fiscal year 2015 Fiscal year 2016 Fiscal year 2017

Results (and other key figures) of the company during the last five fiscal yearsFiscal year 2018

Appendix 1

Transdev • Statement of extra-fi nancial performance 2018 – 19

1. Transdev, a leading Group, off ering seamless,people-centric and innovative mobility

a. Our missionAs an operator and global integrator of mobility, Transdev aims to give people the freedom to move whenever and however they choose.

We are proud to provide 11 million passenger trips everyday thanks to effi cient, easy to use and environmentally-friendly transportation services that connect people and communities. Our approach is rooted in long-term partnerships with businesses and public authorities, and in the relentless pursuit of the safest and most innovative mobility solutions.

We are a team of people serving people, and mobility is what we do.

We are The mobility company.1

b. Our business model

1. OUR BUSINESS

General overview: worldwide expertise at the service of local communities.

1 See page 23

Transdev in 2018

€6.9 bnRevenue from Ordinary Activities (ROA)

82,000employees*

43,000vehicles operated

13transportation modes

20countries

€115 MCurrent Operating Result

€530 MNet Financial Debt

* number of employees present on December, 31.

INTRODUCTIONThe information contained in this document meets the requirements of Order No. 2017-1180 and Implementing Decree No. 2017-1265, which transposed Directive 2014/95/EU of the European Parliament and of the Council of October 22, 2014 on the disclosure of non-fi nancial information. This document is an appendix to the Transdev Group’s management report.

Appendix 2 Statement of extra-fi nancial performance

20 – Transdev • Statement of extra-fi nancial performance 2018

Management report

Our activities

Trains, regional trains, trams, buses, coaches2, school transportation, long-distance coaches, ferries, taxis, carpooling, carsharing, bicycles, parking lots, etc. are representative of the broad range of everyday modes, transit systems and infrastructures that we operate all over the world. In a as an operator, we are a genuinely global integrator of all mobility solutions (see illustration above), at the service of our customers, and delivering hassle-free and truly innovative mobility with a strong human dimension.

Our mobility solutions

• meet the expectations of our customers that are transit authoritiesat the national, regional and municipal levels, as well as of our privatecustomers, with respect, transparency and integrity;

• are adapted to the specifi cities of populations and territories;

• are in line with the demands of society as a whole (ease of use, respect for the environment and fairness).

Our geographical presence

Our revenue by territory

In order to precisely meet the specifi c demands of populations and territories, our teams are locally based, enabling them to off er solutions tailored to the communities we serve.

2 See page 27, section a

Public authorities and local governments

Digital and Technologies

Zero emissions

Mobility-as-a-service On-demand transportation and shared mobility Autonomous systems

Business

BtoB

Airport services Tourism Businesses Campuses/schools Healthcare institutions

Public transportation

Buses and coaches (13 countries) Trams (9 countries, 21 tram net-works and 2 tram-trains) - No. 1 operator worldwide On-demand transportation

65.1%

€4.5 billion*

Rail

Regional rail transportation (5 countries, 32 networks)

3 metro lines (Seoul, Mumbai and the Paris CDG airport inter-terminal shuttle)

14.2%

€1 billion*

Other modes

Parking (recent acquisition) Ferry (3 countries) Bike sharing in France Paratransit and ambulance service in France, USA and the Netherlands

Transportation services for health-care institutions

9.7%

€0.7 billion*

8%

€0.5 billion*

*revenue from ordinary activities 2018

39%

17%

11%

12%

8%

6%

7%

France

Netherlands

Australia/NZ

USA/Canada

Germany

SwedenOther

DISTRIBUTION OF 2018 REVENUE FROM ORDINARY ACTIVITIES BY COUNTRY

20 countries

Australia/New ZealandCanadaChileChina ColombiaCzech RepublicFinlandFranceGermany India

IrelandMoroccoPortugalSpain South KoreaSwedenThe NetherlandsUnited KingdomUnited States


2. RESPONDING TO LOCAL CHALLENGES AT THE LOWEST COST

Our business model consists in imagining, building, organizing and operating appropriate mobility solutions for everyone, in a highly regulated global passenger transportation market that is open to competition in measures that vary considerably by country and transportation mode.

Over 75% of our activities involve contracts to manage transit services on behalf of local authorities - BtoG activities (Cities, metropolitan areas, departments, regions or national governments). We also work for other private groups and associations.

If a market is open to competition, access thereto is usually decided through a competitive bidding process.

When the bid documents are prepared, the organizing authority (the client) will determine the specifi c needs to be met. The bidder whose bid best meets these requirements in terms of understanding local specifi cities and that off ers the most favorable price will be awarded the contract. Therefore, each contract is a unique response to a local demand in terms of transportation modes, and also takes into account the number of vehicles involved (see the section entitled “Financing the vehicle fl eet”), the frequency of service, pricing and the commitments the bidder may make on future developments in the use of the transit system.

Compensation

When Transdev contracts with government agencies, its clients are transit authorities. In such case, two forms of collaboration are possible:

• Gross contracts: the transit authority undertakes to pay us a predetermined amount based on a volume of service (in hours or kilometers, for example). All passenger revenue is remitted to the transit authority. In certain cases the contract may provide for variable compensation tied to increases in ridership. Apart from such variable compensation, Transdev does not bear the risk of passenger revenue; however, Transdev generally bears the costs necessary to provide a proper level of service in accordance with the contract

• Net contracts: under these contracts, we generally receive a grant from the transit authority in an amount agreed upon when the contract is signed. All or part of the profi ts generated from passenger revenue accrue to Transdev (directly, or indirectly under a bonus/penalty system), which assumes the risks in connection with revenue and cost management. The grant is intended to cover the diff erence between projected revenue and projected costs.

Overall, our business is equally divided between these two types of contracts, although this allocation may vary signifi cantly by country and activity.

We create value in all our activities by:

• meeting all needs of our clients and customers, whether they are passengers, transit authorities or businesses;

• developing new solutions for future needs and markets;

• focusing on operational excellence (paying particular attention to passengers, resource control and innovation) in order to provide the best possible service at all times at the lowest cost.

Cost control

Our most signifi cant cost items are:

• fi nancing the vehicle fl eet;

• employee payroll;

• energy and fuel costs;

• fi nancial resources.

Financing the vehicle fl eet For contracts with transit authorities (depending on geographical area and transportation modes), the fl eet is provided:

• by the transit authority; or

• by Transdev. In this case, two situations are possible:

- we own the equipment;

- we lease the equipment from a third party, in which case Transdev is not exposed to residual value risk.

In all cases, the equipment must comply with the specifications established by the transit authority.

Employee payrollOrdinarily, Transdev directly employs all teams that provide its services. In 2018, all teams (82,000 persons) represented 73,590 full-time equivalent employees.

Energy and fuel costsOur vehicles are fueled primarily by diesel, electricity, hydrogen and gas.

Financial resources We rely on a combination of fi nancing, such as:

• our capital;

• bank loans and a Schuldschein placement;

• bonds;

• asset fi nancing consisting primarily of operating leases;

• resources generated by operating working capital;

• profi ts from its operations.

Innovation and attention paid to customers and passengers

Our aim is to be a trusted partner of our customers, transit authorities and private actors, a partner able to implement safe, effi cient and innovative mobility solutions that meet evolving expectations in a constantly changing environment.

Management report


3. MAINTAINING OUR ECONOMIC ADVANTAGE OVERTHE LONG TERM

Technological innovations are at the core of the changes to our model

The digital revolution has been a key driver of these changes. Technological advances in telecommunications networks and the spread of smartphones enable everyone to choose the mobility solution that suits them best, at the last minute and on the basis of real-time data.

This convenience has created new expectations and new travel choices

(immediate, simple, unifi ed, personalized, sustainable, etc.). The growth of the sharing economy and consumption that focuses on use is already a reality in the transportation sector with the emergence of on-demand services (carpooling, carsharing, etc.), mobility platforms and a new vision of customer relations.

A new intermodal landscape is taking shape, gradually erasing the boundaries between public mass transit and on-demand and customized transportation solutions.

In most “developed" countries, and particularly in European countries, the population is aging, which creates disparate mobility needs (accessibility, passenger information, etc.). Technological aids will impact the ability and manner in which seniors travel. The digital revolution will also improve our operational performance, by optimizing our internal processes for our drivers and mechanics.

The indispensable incorporation of sustainable development issues into our model

Our vision, strategy and CSR approach3 are aligned in that they take into account the environmental, social and ethical challenges that we face in a manner consistent with our values and the economic development issues we deal with in all the countries where we do business.

Our competitive environment

1. Historical competitors: RATP, Deutsche Bahn, SNCF, MTR and Keolis.

2. Mobility authorities that increasingly operate services themselves, astheir teams acquire greater transport expertise.

3. The global mobility market has been reshaped by the arrival of newplayers:

• start-ups that off er innovative services and implement new business models;

• major groups originally positioned in other sectors: automobilemanufacturers, equipment manufacturers, car rental companiesand software publishers, which are increasingly active in the mobility sector.

3 See Chapter 2a

Management report


c. The Group’s vision and strategyTransdev’s view of the mobility of the future

P for Personalized

Personalized mobility requires developing intelligent on-demand transportation solutions designed to off er transit services that best meet their needs, in order to promote multimodal options and improve mobility for all. The Group has already deployed these new off ers in France, the Netherlands, the United States and Australia.

A for Autonomous

We are actively working to implement solutions that promote the emergence of autonomous mobility in the operation of transit networks. This is the goal of the agreements concluded and projects launched by the Group and our industrial partners, such as the Renault-Nissan-Mitsubishi Alliance and Lohr, with local governments, for example the creation of the Rouen Normandy Autonomous Lab in France.

C for Connected

In the fi eld of connected mobility, we have carried out a certain number of experiments in France and the Netherlands. This type of mobility enables customers to plan and take trips covering each stage of their journey, with access to all means of transportation off ered, as well as to purchase tickets.

E for Electric and Eco-friendly

We are at the forefront of the energy transition, which is already a reality in its fi eld due to an off er of ecological electrical mobility solutions. We currently operate nearly 400 electric buses and minibuses, which are in service at 27 sites in seven countries. We are the largest operator of electric buses in Europe as a result of the contracts we have obtained in the south of Amsterdam, around Schiphol airport and in Eindhoven, two cities whose bus networks are among the cleanest in the world.

The “Moving You” strategic plan, which the Executive Committee initiated in 2017, establishes the framework for the Group’s new strategy, which is in line with the major changes in our society and is fi rmly focused on the needs of all customers, whether passengers, local governments or businesses, to enable our teams to better assist them in the long term. It was launched internally in July 2018 and its deployment has been monitored monthly since then.

Transdev, it is 82,0004 men and women at the service of others, and this human dimension is essential. It also confi rms the local dimension of our business, which is designed and carried out locally depending on the areas served and the needs of their inhabitants.

In addition to its role as an operator, Transdev aims to be a genuine solution provider, a global integrator of mobility solutions able to meet their day-to-day needs.

To embody this ambition, in 2018 the Group adopted a new slogan:

“The mobility company” is very ambitious, of course, but also very modest. When we claim to be able to provide and build The Solution with our customers, only the result counts!

This means that Transdev and mobility are one and the same on a day-to-day basis. It should therefore be seen as a commitment: to operate and integrate the best mobility options into everyday life, in a spirit of open-minded partnership.”

Thierry Mallet, Transdev Group CEO

4 See page 21

Management report


The strategic plan is based on 5 guiding principles

Passengers: better understanding our passengers in order to serve them and anticipate their needs, and prompting more frequent use of our solutions. Data collection and processing are essential. This approach applies both to the local governments that are our customers and the persons who benefi t from our services and to whom we owe the responsibility of improving and optimizing travel times.

Employees: teams committed to their duties who provide services of the highest quality, in particular due to our we@transdev management model.

Local governments and businesses: understanding our customers’ objectives in order to actively contribute to their development.

Performance: master all mobility solutions and deliver them at the lowest cost.

Innovation: anticipate the future by building increasingly sustainable and innovative solutions.

We believe that collaborative and engaged

Teams achieve high standards

We are aligned with the objectives of the Clients and the Communities

that we serve to support their long term

development

We think that deep understanding of

our Customers allows us to better serve them,

anticipate their needs and increase ridership

We put Innovation at the heart to prepare

for the future with more attractive, effi cient and

sustainable solutions

We are engaged in Performance to

master all mobilities and deliver@best cost

Management report


2. Transdev, a Group actively fulfi lling its societal responsibilities

a. Our CSR approachOur social and environmental commitments are entirely consistent with our vision of mobility and our strategy. They apply in all our business fi elds and in all countries in which the Group does business.

In a context of disruption (ecological, technological, demographic, societal), our ambition is to build responsible mobility solutions, today and tomorrow, that serve the general interest and promote the harmonious development of local areas, in dialogue with all our stakeholders.

Therefore, each of the priority focuses of our strategic plan is a testimony to our societal responsibility commitments:

• Greater openness to our passengers in order to promote the use of public transport thanks to an adapted and attractive transit off er;

• Investing in human resources to make Transdev an inclusive, attractive and learning organization;

• A commitment to the local government authorities among our customers to contribute to the economic vitality and harmonious development of local areas;

• The deployment of management and measurement systems to ensure sustainable, safe and environmentally friendly performance that makes a positive impact on the territories we serve;

• Innovation that focuses on developing sustainable mobility solutions.

Vis-à-vis our passengersOur societal commitment begins with the mobility solutions that we design and implement locally to serve local populations. Listening to our passengers is a priority in order to better understand and serve them, anticipate their needs and encourage them to use our transport solutions more often. The “T.ex” program, an exclusive methodology developed by Transdev to move beyond

service quality and improve our passengers’ experience, has been designed and enriched based on our knowledge of our passengers’ needs. The program has been deployed since 2016 in the Group’s subsidiaries.

Vis-à-vis our employeesMobility is first and foremost a human endeavor. Transdev groups 82,000 men and women at the service of other men and women. Since 2018, two new programs that stimulate and promote employee commitment and encourage greater diversity and inclusion have expanded and reinforced HR actions, in support of the Group’s performance. They nourish our ambition to make

Transdev an attractive and learning organization for the employees of today and tomorrow. Our we@transdev management model, which is deployed in all countries where the Group operates, contributes to developing ties within the human community comprising the men and women of Transdev. At the boundary between our corporate responsibility and our involvement in the development of the local areas in which we operate, Transdev, as a major local employer, is aware of its social inclusion responsibilities, which it assumes by locally hiring employees.

Sustainable support for local areasSince 2009, Transdev’s multi-country barometer has surveyed decision-makers in transport organizations and compared and monitored changes and upheavals in the mobility sector. In 2018, at the core of the challenges and priorities of our customer local authorities, we have seen growing concern for environmental issues, the digital transition and evolving uses, which has led Transdev to develop

mobility solutions tailored to the local areas of which the company is a partner.Transdev has been a partner of the Ouishare collective (a multi-country committee of experts devoted to refl ection and action on social and societal topics) since 2015 and endeavors to achieve a detailed understanding of the dynamics of the sharing economy and to develop off ers, such as short distance carpooling integrated into transport networks, that are aligned as closely as possible with these new trends.

Sustainable performanceTransdev deploys management systems that ensure the health and safety of our teams and customers, and that provide environmentally friendly transport on a day-to-day basis (conserving resources and reducing pollution). To go even further, since 2015, we have been measuring our positivity index (developed by the NGO Positive Planet) at three levels: the network, France and the Group. This measure of our positive

performance takes into account long-term challenges, the production of shared wealth, the reduction of environmental impacts, the development of knowledge, dialogue and cooperation, and the well-being of employees in the local areas.

Through our innovationsTransdev is the European leader in zero emission mobility and develops transport systems that increasingly integrate clean vehicles that run on “green” energies (CNG, hybrid, electric and hydrogen buses).Transdev is also innovative due to its governance which increasingly includes its stakeholders.The Living Lab, which was created 3 years ago, brings

together in a participatory and international community transport networks and experts from transit authorities, ministries, government agencies and research centers. These actors openly and transparently share their experiences on various fully-electric vehicle technologies around the world (batteries, opportunity charging, induction, fuel cells, etc.).Innovation at Transdev also means devising simple and effective solutions to ensure the safety of the tens of thousands of students that our school buses carry each year, such as this clever device designed with the startup Groupeer: Car@scol, a project that has created a unique school mobility digital solution in Europe that is used to count the children as they get on and off the bus.

This initiative was rewarded by the French Ministry of Transport in 2018 at its fi rst edition of the French Mobility Awards.

We think that deep understanding of

our Customers allows us to better serve them,

anticipate their needs and increase ridership

We believe that collaborative and

engaged Teams achieve high standards

We are aligned with the objectives of the Clients and the Communities

that we serve to support their long term

development

We are engaged in Performance to master all mobilities and deliver@

best cost

We put Innovation at the heart to prepare

for the future with more attractive, effi cient and

sustainable solutions

Management report


Our CSR performance: the Group’s commitments

The CSR approach is managed and coordinated by a dedicated department that reports to the HR Director, who is a member of the Group’s Executive Committee, and is a component of a long-term commitment made in 2003: the United Nations Global Compact, to which the Group is a signatory. Based on our Communication on Progress (CoP), which is published in connection with this commitment, we were classifi ed as “GC Advanced” in 2015, the highest Global Compact diff erentiation level. We are also committed to fully complying with internationally recognized standards, such as the Inter-company Charter and the Sustainability Charter of the International Association of Public Transport (UITP).

Our CSR reporting is ISO 9001 compliant, a standard that defi nes the criteria for our management system and under which the Transdev Group is assessed every two years. In 2018, Transdev continued its progress and was again awarded Silver status by Ecovadis, which rates our CSR performance.

b. Dialogue with stakeholdersTo ensure its development is sustainable and that its projects are broadly accepted, Transdev maintains a constant dialogue with its stakeholders, at both the Group and subsidiary level.

In 2018, we also conducted a materiality analysis with a selection of key stakeholders in four major countries where the Group operates: France, Australia, the USA and Germany.

In connection with this study, we interviewed customer representatives (local authorities, passengers, experts, and directors of Group entities) about our priority issues and conducted an internal review of the impact of these issues on our ability to conduct our business in the future.

Transdev’s materiality matrix

We are expected to focus on our contribution to the fi ght against climate change and the energy transition, user experience and the development of integrated transport solutions that off er greater comfort, convenience and better access to public transportation.Meeting these priority challenges means providing solutions for the major public health and quality of life challenges of cities, as well as the economic development and social cohesion issues, faced by local authorities in transition.

As a participant in this transition, the Group is expected to adopt innovative governance by developing partnerships and strengthening the involvement of all its stakeholders to make sustainable projects and ambitions a reality.

To promote these projects and ambitions, the Group, as a responsible employer, is expected to provide good working conditions, to support and nurture its employees, and to conduct its business ethically.

The materiality analysis enabled us to reinforce our sustainable development strategy by focusing it on our priorities: the environment, collaboration with local stakeholders, a safe and attractive off er for customers and responsible governance.

c. The Group’s main CSR risks We have identifi ed the main non-fi nancial risks to which we may be exposed in the course of our business. These risks are naturally dealt with internally and through our partners, suppliers and subcontractors. They are listed below by action fi eld and major CSR issues.

Our action fi elds Our associated CSR issuesCombating climate change, reducing pollution and implementing energy transitionTo combat climate change and pollution, the Group is committed to minimizing its impact on the environment through various actions

Minimizing our environmental impacts • Controlling accidental ground pollution• Gradual ground pollution• Gradual air pollution• Ensuring compliance with contractual

environmental commitments at our operating sites

Health, safety and security of passengers and employees Ensuring the safety of our passengers and employees is the foundation of trust between Transdev and its ecosystem. Accident prevention is our chief priority. Protecting employees and users against potentially harmful voluntary acts is also a core concern of the Group

Ensuring the safety of passengers and employees• Preventing serious bus accidents• Preventing serious train accidents• Preventing workplace accidentsIn a context where the threat of terrorism persists and in response to a rise in rude behavior and violence in public transport• Terrorist attack• Armed attack• Assault of an employee or passenger

Human capitalPeople are a company’s most important asset. Therefore, the quality of life at work, employee motivation and professional development are at the core of the Group’s HR roadmap.Developing an inclusive culture and leadership is also a driving factor for transforming our business and attracting talent

Ensuring the health and motivation of employees • Controlling psychosocial risks • Reducing absenteeismEmployee development • Skills planning• Promoting and developing diversity

and inclusion Compliance with our commitments on diversity and equal opportunities

Contribution to the social inclusivity and cohesion and economic vitality of local areasIn particular, through responsible procurement

Development of integrated transport solutions for the benefi t of local areas and their inhabitants• Responsible procurement • Involvement in local communities

Fundamental rightsRespect for fundamental rights is a moral duty and responsibility of each manager of our entities

Preventing risks of violations of funda-mental rights, including harassment and discrimination

Business ethicsAs a trusted partner, Transdev implements a compliance system that includes zero tolerance for corruption

Ensuring fair practices and combating all forms of corruption, infl uence peddling, money laundering and terrorist fi nancing

Environment UsersCommunities Responsible governance

1 Climate change2 Energy transition3 Biodiversity4 Local pollution5 Sustainable resources

6 Safety and security of passengers

7 Transport accessibility 8 Inter- and multimodality 9 User experience10 Digitalization of transport

services

11 Social and economic development

12 Culture and education13 Collaboration with local

actors14 Geographic inclusion15 Philanthropy

16 Working conditions17 Diversity and equal

opportunities18 Employee development19 Societal responsibility20 Business ethics21 Innovative governance

Stakeholders’ expectations

Impact on the business model

Low High

Low

Hig

h

14

11

3

7

9 14

21

16 8

18

20

17

19

12

2

13 6

10

5

15

99 114

21

1616 88

18

20 2

13 6

Management report


As a leading public transportation and sustainable mobility company, Transdev supports local authorities’ initiatives that strive for an energy and ecological transition in local areas, a better quality of life and greater respect for the environment.

a. Our commitment to society and the planet: promoting access to and use of environmentally responsible public transportation Public transportation is a key player in the ecological and energy transition. Our activities, the choices we make and the geographical position we occupy have very concrete impacts on the environment. For example, depending on the vehicle load factor, the impact (measured by total GHG emissions/100 km or energy consumption/100 km - see table below) of an individual trip can be divided by twenty if it is made by public transit rather than by private car. Electric or hybrid vehicles, multimodal public passenger transportation solutions (buses, coaches, taxis, ambulances, trams, trolleys, ferries, shuttles and on-demand transportation), innovative digital applications: we are committed to the day-to-day energy transition by off ering ever cleaner transportation solutions. Our priority: to expand use of public transit, by off ering a high-quality, optimized and effi cient service.

We are convinced that the climate is everyone’s concern and we are committed to reducing our greenhouse gas (GHG) emissions by 30% by 2050. Lowering our consumption of carbon-based fuels is a major challenge that we share with the transit authorities and on which we have been working for many years.

(Green Fleet/Global Fleet: annual percentage increase commitment)

(GHG emissions in year “Y”/GHG emissions in year “Y-1”: reduction commitment)

Greening our fl eet is one of our priorities, in line with our vision of mobility that is Perzonalized, Autonomous, Connected, Electrical and Eco-friendly In accordance with the European law on the energy and ecological transition for green growth (Renewable Energy Directive), we have defi ned our “Green Fleet” by meeting low emission standards (European Euro VI emission standards), using alternative fuels (LPG, CNG, biogas and other biofuels) and seeking new solutions for our vehicle fl eet, which we apply in all countries in which the Group does business. Today, 33.9% of our fl eet – 42,500 vehicles – is already considered to be low emission (Euro 5 and 6, electric, CNG, biogas, hybrid).

b. Our policy and indicators for achieving our objectivesControlling our environmental impacts requires analyzing the signifi cant risks inherent in our due diligence duty under Act No. 2017-399 of March 27, 2017. The result of this in-depth study highlighted our main signifi cant environmental risks: - gradual air pollution: climate and air quality issues;

- gradual and accidental ground pollution in the areas where we operate;

- Compliance with our contractual obligations.

How do we deal with these risks? We have adopted an approach that aims to preserve ecosystems in the long term by focusing on the following main areas:

• Minimizing environmental impacts through an EMS policy: by implementing its Environmental Management System (EMS), Transdev is committed to continuous improvement. The application of our policy and compliance with our commitments are monitored and verifi ed annually using the following key performance indicators (KPIs): number of entities in compliance with Transdev’s EMS criteria, % of the environmental policy deployed in each country, % of ISO 14001 certifi ed sites.

• Ensuring compliance: we strive to improve environmentally friendly practices in order to meet or exceed all regulatory requirements so as to provide mobility with signifi cantly reduced air pollution.

(number of instances of non-compliance/number of contracts)

Because mobilization for the planet is everyone’s concern, all best environmental practices are circulated throughout the Group using eff ective communication channels: we promote the highest level of environmental excellence and sustainable development through dedicated communication, both internally (responsible driving, route optimization, etc.) and externally (providing an effi cient and attractive off er to encourage modal shift actions, in particular through multimodal information systems that provide passengers with all information they need to complete their journey door to door using various transportation modes).

c. Our achievements for greener mobility We are gradually moving to less carbon-intensive technologies and aim to reduce our carbon footprint through the development of greater electromobility. We are also deploying numerous programmes to achieve these objectives: technological improvements on vehicles, the use of new fuels, such as biodiesel in Rouen and CNG in Nantes, and the development and use of renewable energies, such as wind power for our Connexxion network in the Netherlands.

In March 2018, we inaugurated a network of 100 “zero emission” electric buses at Schiphol Airport in Amsterdam.

The Electric Bus Living Lab

We are particularly mindful of our role as an advisor to local authorities, and we arrange meetings between transit professionals and elected offi cials to discuss innovation issues in the sector. We created the “Electric Bus Living Lab” to counsel and support local authorities in their initiatives to transition their fl eets to zero emission solutions. Our teams in the Netherlands have developed a toolkit to help local authorities and operators identify the most appropriate electric solutions for

3. Transdev, a Group committed to protecting the environment

Management report


their specifi c needs. Based on forward-looking topics in connection with the experiments conducted by the Group and its customers, all have collaborated to improve existing solutions and shape the future of mobility. Today, we operate nearly 400 electric buses and minibuses at 27 sites in 7 countries and each year we hold the Electric Bus Living Lab. The third edition in 2017 brought together 95 participants (including research centers, public transit authorities, government agencies, etc.) and the next edition will take place in June 2019.

The hydrogen sector, a pioneering experiment. In order to reduce environmental impacts, Transdev has chosen to focus on the development of the hydrogen sector, a pioneering and sustainable solution. The use of hydrogen as energy to fuel electric buses is an innovation in France. This is why we are launching multimodal experiments to explore the advantages of this groundbreaking solution (ferry-bus).

For example, by 2019, we plan to place in service and operate “fuel cell buses”, i.e., electric motorized and hydrogen-powered buses within the SMT Artois-Gohelle network, with the aim of drastically reducing polluting emissions and fuel consumption in order to provide ever cleaner mobility, thereby confi rming our strong support for an energy transition.

For these reasons, we are engaged in a constant and transparent dialogue at the local level in order to meet the mobility needs and keep pace with the development of local areas through communication actions.

Other examples of our best practices, towards greater electromobility

• The Netherlands: Transdev, partnering with its clients commits tothe target of Zero Emission by 2025.

in Endhoven, we currently operate the largest fl eet of electric buses in Europe. By 2025, the fl eet will include 215 electric vehicules. The AMLsite plans to build a fl eet composed of 90% electric buses by 2021,exclusively fed by renewable energy sources (mainly solar). To furtherpromote sustainable development, depots are equipped with solarpanels and electric vehicules are used for Transport on demand.

• Nice, France: WATT, the fi rst high-capacity opportunity chargingelectric bus. WATT (Wireless Alternative Trolley Technology) is a typeof ultra fast charging equipment used on urban buses. This experiment, which was launched from January to June 2015, reduced CO2 emissions by 85% and eliminated noise pollution, greenhouse gas emissions and air pollutants. On the strength of this success, a new opportunitycharging project is planned in Nantes in 2019.

• Nantes, France: SEMITAN, a fl agship network in the fi eld of energyand ecological transition, driven by permanent innovation. We areworking alongside the city of Nantes and SEMITAN to develop anexemplary transit network that makes very limited use of diesel, which today represents only a small percentage of the bus fl eet, in furtherance of the energy and ecological transition process.

• Valence, France: CITEA – when “sustainable projects” lead to“sustainable relationships”. The Valence-Romans Déplacements PublicTransit Authority has recently confi rmed its confi dence in Transdevby renewing the Citéa contract for the years 2018-2024. This enablesTransdev to continue to develop smooth and sustainable mobilityrelying on 12 electric buses, a future fl eet of 40 natural gas vehicles, ahydrogen bus and an autonomous shuttle. This collaboration, whichshould generate 180 jobs, strengthens Transdev’s position as a socialactor in the region.

Our best practices to go beyond compliance:

• Barcelona, Spain: a more eco-friendly tram. We are working withthe city of Barcelona to achieve its objective of reducing greenhousegas emissions. In 2014, energy consumption fell by 283,000 kWh andCO2 emissions were reduced by 75 tons per year, with more ambitious reduction targets from year to year. In addition, we achieved a 70%saving in water consumption per vehicle cleaned.

• Dublin, Ireland: LUAS, an activist and committed network. To allowenergy and resource saving initiatives and campaigns to be moreaccurately calibrated, the LUAS network has set up an environmentalmanagement system. Since 2010, water consumption has dropped by26%, the recycling rate is up by 30%, the electricity consumption ofgarages has fallen by 7% and CO2 emissions are 5 times lower than apassenger car for the same trip.

• Mulhouse, France. Pursuant to a partnership with EDF, the tram-trainis fueled solely using renewable sources.

• Grenoble, France: pollution is monitored with GreenZenTag Pollution is the cause of 48,000 early deaths in France each year, but it is notalways visible… To detect it more accurately, GreenZenTag geolocates air pollution in real time. At Transdev’s initiative, for two months tentrams in Grenoble were equipped with microsensors. This technology, which was designed in 2015 and initially tested on a small scale, should facilitate government decision-making to drive the energy transition.Further tests are planned in several French cities.

• Energy effi cient driving assistance systems. The energy effi cientdriving assistance systems developed by Transdev significantlyreduce fuel consumption, thereby limiting CO2 emissions into theatmosphere. On the Connexxion network (in the Netherlands) and inBlazefi eld (in the United-Kindom), consumption was reduced by 5.1%in the fi rst four months of 2014. In Sweden, this energy effi cient drivingassistance system has reduced total consumption by 8% to 12% overthree years. In addition to limiting consumption, thanks to the BlueFlow system installed since 2010 on its ferries (7 vessels in Sweden), Transdev has been able to continuously monitor the performance of all vessels,thereby optimizing navigation conditions.

• Promoting a circular economy approach: from a European andinternational perspective, Transdev pursues its economic growthadopting a circular economy approach that is respectful of theresources and society in a given territory. Therefore, we not only adopt low-emission transport solutions and choose to consume tomorrow’sfuels to make the energy transition a success in a responsible way, wealso work to effi ciently manage our waste electrical and electronicequipment. Our objective in 2019 is to put in place an eff ective policyfor the responsible management of our IT services.

Source: Transdev Group environmental reporting 2017-2018

KPIS 2017 2018

Percentage of entities having suff ered a pollution incident during the fi nancial year

1% 1.6%

GHG emissions kg/100 km traveled** 103.234 104.515

Green fl eet share** 34% 39.9%

Pollutant emissions*g/100 km traveled**

SOx

NOx

PM

2.24

917.66

8.74

2.21

855.46

8.22

* Diesel only** Figures are based on the fl eet in operation on December 31, 2017 and 2018

Management report


Transdev designs and operates innovative sustainable mobility solutions that support local public policies. We also act as a long-term partner of local authorities to promote the economic, social and cultural vitality of local areas. As an economic and social player in the local areas for which we work, we consider that fulfi lling our societal responsibility requires taking into account the expectations of the entire range of our ecosystems.

a. Our number 1 role: operator ofintegrated and inclusive mobilitysolutionsSmooth movement within a local area is the key to its vitality. Therefore, improved intermodality, i.e., the use of several transportation modes during the same journey, is a priority issue for local areas.

Designing and setting up an integrated transportation off er requires control of the entire chain of travel, from the fi rst to the last kilometer. This is particularly true for intermodal networks, which are set up around exchange sites, or “nodes”, acting as travel facilitators. We have thus developed new solutions to facilitate intermodal exchanges, such as the “Mobility Crossroads,” which build on the underused potential of travel on foot within cities and enhance the value of existing infrastructure in neighborhoods. Our networks, which span the range of trains to bicycles and include walking, light-rail and on-demand transportation, are designed to give priority to cost control, comfort, simplicity and smooth passenger travel within a local area.

We are also actively involved in bringing mobility services to certain transit deserts. We are committed to the harmonious development of local areas and off er customized solutions adapted to the specifi c needs of local populations, while ensuring maximum accessibility to services. For example, we are innovating by creating new on-demand transportation services, such as carpooling integrated with public transport (Fleetme), an application that enables private drivers to put their cars at the service of the public transit network in return for a payment.

Our civic commitment through the Transdev Foundation

In all countries in which we do business, our teams take the initiative to support local economic inclusion projects that contribute to the integration or reintegration of persons who face barriers to entering the job market, fi rst and foremost by off ering them a job, training, community-based support and/or mobility skills, as well as other initiatives consistent with the project implemented within the relevant local area.

b. Our responsibility as a localeconomic and social actorInclusive values are also central to the Group as a local employer, in its relationships with its suppliers, as well as through a range of activities and sponsorship programs for local sports and cultural organizations. Our actions aim to develop skills in local areas, and we ensure that the jobs we off er respect the principles of solidarity, inclusion and diversity. We work with public authorities and associations to promote integrated pathways covering the range from increasing awareness about the various types of jobs to long-term integration into employment. For example, in Le Havre we are involved on a day-to-day basis in several community-based initiatives: “Émergence” (helping jobseekers fi nd work using the values of sport as a tool), “Nos Quartiers ont du Talent” and “100 chances, 100 emplois.”

Examples of associations we support in France

• Employment - “Aurore:” Each year, Aurore, which was created in 1871, off ers support to over 37,000 vulnerable or socially excluded persons to help them fi nd work.

• Education - “Ma Chance, moi aussi:” This association in Chambéryworks to prevent children from vulnerable families from becomingschool and social dropouts; the association has provided support to150 children over the last ten years.

• Culture - “Cultur’Act - Le prunier sauvage:” to promote access toculture for all, this association off ers young people aged 8 to 14 wholive in neighborhoods classifi ed as sensitive the opportunity to learnhow to play a musical instrument and be a member of an orchestra.

4. Transdev, contributor to the vitality of local areas

In France: The Transdev FoundationSince 2002, the Transdev Foundation has worked in the local areas where Transdev does business to integrate or reintegrate vulnerable persons in isolated neighborhoods or areas. Under the aegis of the Fondation de France, and after undergoing a rigorous and transparent selection process, over 255 local initiatives have received the Foundation’s support. The employees of the various Transdev networks are closely involved and participate as sponsors in all projects, after having been chosen for their contribution to mobility or social cohesion, whether through educational, cultural, employment, health or sport actions.

Management report


c. Our responsible procurement policy: involving suppliers and subcontractors in our CSR approachIn accordance with the principles of the United Nations Global Compact, to which we are a signatory, the Procurement function has incorporated CSR aspects into its processes. We are a signatory of the National Procurement Council’s Responsible Procurement Charter and aim to deploy our policy in all countries where the Group does business.

We endeavor to maintain lasting relationships with our suppliers that go beyond the purchase and supply of goods and services by focusing on the following commitments: • Raising awareness among our suppliers and subcontractors;

• Ensuring they undertake to comply with our ethical principles;

• Taking into account their commitment to responsible business;

• Assessing the relationship with our suppliers;

• Monitoring implementation of our policy.

Our responsible procurement program includes a CSR Supplier Charter based on a code of conduct, which each supplier must sign if the value of the business relationship exceeds €100,000. This charter systematically defi nes the scope of the collaboration, regardless of the country or fi eld of expertise. It also sets out the standards to be met in terms of ethics and sustainable development.

In France, we have already implemented this program to ensure fair business practices for our suppliers. In addition, the system that Transdev SA has set up in France uses a dedicated external platform that assists in combating illegal labor. Currently, 73% of Transdev France’s suppliers concerned by this obligation are registered on the platform.

In 2017, Transdev SA launched a CSR performance evaluation program for certain strategic partners in order to assess their CSR performance and provide a genuine impetus for collective progress.

The questionnaire addressed to suppliers includes a general presentation of the company and focuses on fi ve areas: 1. Prerequisites; 2. Governance; 3. Societal issues; 4. Environment, 5. Social issues. 60% of the suppliers surveyed in the fi rst wave responded in a complete and usable manner. 90% thereof had an overall rating above 80%.

This program will be continued over the next three years with a revised and simplifi ed questionnaire that will be accessible to a greater number of suppliers.

Based on existing approaches, over the next three years, the Group’s Sustainable Procurement policy will be adopted and adapted for each country, with the aim of dealing with suppliers who act in compliance with social principles, safety and security rules and the labor laws, as well as to preserve the planet.

To achieve this objective, we are planning to take the following steps:

• We will communicate and explain our ethical principles to our suppliers and subcontractors;

• We will carefully select our suppliers and subcontractors;

• We will manage a panel of suppliers, assess the potential risks associated therewith and take action when necessary;

• We will conduct our relationships with our suppliers in accordance with the Group’s policy.

To achieve our objective, we will measure the following actions:

1. Awareness raising and circulation of the Suppliers’ Charter Indicator: number of countries (in which Transdev does business)

informed and trained.

2. Incorporation of the Suppliers’ Charter into contracts with a value over €100,000 managed by the Procurement Department.

Indicator: number of contracts with a value over €100,000 managed by the Procurement Department that incorporate this charter.

3. Measuring the compliance of suppliers and subcontractors with the CSR requirements set out in the contracts, by surveys sent to a sample thereof.

Indicator: number of suppliers questioned and complete and usable responses obtained.

KPIs 2017 2018

Percentage of master contracts > €100,000 that incorporate the Suppliers’ Charter (France)

50.3% 77%

Management report


Ensuring the safety and security of employees and passengers is the indispensable basis for the trust our employees and customers place in us. Therefore, safety and security are naturally at the top of our responsibilities.

a. Our safety policyTo achieve excellence in safety and the prevention of unintentional accidents, we have set up a safety system that is based on:

• A culture of safety:All Transdev employees and managers are responsible for safety and, each day, must comply with the following 10 safety principles:1. Promote the safety culture leading by example.2. Enforce a zero tolerance policy with respect to alcohol and drugs.3. You are responsible for your safety and the safety of others.4. Strictly follow procedures, not more or less.5. Immediately report any dangerous situation.6. Observe signs, signals and speed limits.7. Always wear your personal protective equipment.8. Keep your workstation clean and your tools well maintained.9. Promptly report and analyze all incidents.10. Share your experience and best practices with your colleagues.

• A Safety Management System (“SMS”) that identifi es and controlsthe risks in relation with our activities: each of our operations isrequired to comply with the Group's Safety Management System,which sets out requirements in the following areas: organization,leadership and commitment, planning (including identificationof hazards and risk assessment), communication, documentationand monitoring, measurement, analysis and evaluation of safetyperformance. The SMS is consistent and compatible with the ISO45001 standard, and we conduct internal and external audits, atregular intervals, to ensure that the SMS is eff ectively implementedwithin our various transport systems.

• Safety performance monitoring through common safety indicators (KPIs): number of workplace accidents (frequency and severity),number of serious passenger and third party injuries, number offatal accidents: each quarter, a consolidated safety report by country is produced, as well as a Group report with key indicators that highlight improvements and deterioration in performance. Safety performance trends are assessed with the country managers and their experts.

• A dedicated organization (the Group Safety Department) whichdefi nes our policy, coordinates its implementation, and promotes aculture of safety through training campaigns, Safety Awards and other initiatives involving all employees. The Group Safety Departmentmanages and coordinates a network of country safety managers. Itconvenes them periodically to exchange best practices and providefeedback on safety events. At their level, the country safety managers manage and coordinate their own network of safety managers foreach activity and act as a link between the local, regional and Grouplevels.

Safety, a challenge under control

Safety Management System (“SMS”): In 2018, the results of the audits of all our entities (450) were input into the Group database.

Performance: trends in key safety performance indicators for 2019

5. Safety and Security: assessing and controlling risks

KPIs 2017 2018Number of Lost Time Accidents/million worked hours

22.96 20.37

Number of days lost due to Lost Time Accidents/thousand worked hours

1.44 1.35

Management report

b. Our security policyIn line with our vision of mobility,1 we place particular importance on the security of our passengers and staff : protecting them from attacks on their physical integrity, providing them with a sense of security and protecting them from malicious acts is one of our fundamental missions.

To achieve these objectives in an international context marked by the risk of terrorism, as well as a rise in crime and rude behavior in public transport, we rely on all of the following:

• technical and human resources: for example, we have outsourced security services for several of our networks to private companies. In parallel, we have deployed internal security teams in several networks.

• a security co-production strategy in collaboration with the policeforces: in accordance with the continuum advocated by the Ministryof the Interior in France, we have developed a strategy of partneringwith the police authorities, which is refl ected in enhanced securityagreements with the police and gendarmerie forces. We have alsoset up a continuous monitoring service, paying particular attentionto technological progress and to the procedures and policiesrecommended by security professionals and institutions. We haveexperimented a system that transmits video protection images ofcirculating buses in real time.

• a dedicated organization: to increase operational effi ciency, we are also developing exchanges of best security practices through our network of “security managers” in all countries where we do business. Forexample, the guide on how to react in the event of an attack by anarmed individual, which was developed by our subsidiary in the United States, is the basis for certain of the Group’s training programs. Inaddition, we endeavor to pioneer innovative solutions. We were thefi rst to off er on-demand bus stops, which led to the development of a ministerial guide on the subject in France.

Our security assessment: indicators and KPIs

To ensure that our activities integrate all necessary security requirements, we will use the security performance indicators (KPIs) already included in the Security Management System. These KPIs will be supplemented in 2019 by indicators that take into account violations of passengers’ physical integrity.

Existing performance indicators:

1. Total number of work accidents resulting in medical leave due to aphysical attack.

2. Number of workdays lost due to a physical attack on Transdev staff .

The KPIs:

1. Number of medical leaves due to aggressions/million worked hours.

2. Number of days lost due to aggressions/thousand worked hours.

KPIs 2017 2018

Number of medical leaves due to aggressions/million worked hours 2.59 2.66

Number of days lost due to aggressions/thousand worked hours 0.04 0.08

A staff training and awareness-raising policy focusing on security issues leads to a more comprehensive overall risk management by the operating units (buses, coaches, trams, metros, trains, boats and autonomous vehicles). For example, information campaigns for travellers and specifi c training on combating sexual harassment in public transport have been organized in various networks. In addition, an “e-learning” project on incorporating security into the operational management of our activities is currently being developed.This global approach to security will form the basis of the Group's security policy entitled “Security First.” It will be adapted in each country in accordance with local statutes and regulations.

A Group Security Management System (SeMS) will be set up to meet this fundamental requirement in all our operations and will clearly defi ne everyone’s responsibilities in this area. This SeMS will therefore enable a better controlled and more standardized management of all particularities of security risk, as well as a more rigorous evaluation of the performance of protection and intervention devices.

1 See page 23 (PACE)


Management report


Each day, the men and women of Transdev, through the quality of the service they provide and the welcome they extend to passengers in the local areas we serve, lay the foundation for a long-term performance and earn the trust of our customers.

It is through them that a social bond is forged on a daily basis, that the Group contributes to each person’s quality of life, and that we give citizens the freedom to live their lives. It is also through them that customers’ experiences are created and transformed to meet new lifestyles and mobility needs.

To assist our transformation and implement our vision of mobility, we make human resources a cornerstone of our strategy in order to develop a team of committed men and women who work together to serve our customers.

To implement its policy and support its activities, Transdev has structured its HR roadmap around three main principles:

• Performance,

• Development,

• Culture.

a. HR actions in support of theGroup’s performanceSocial dialogue

The success of the Group’s business depends on the management of large teams in the fi eld and the diversity of the men and women who make up its teams. To ensure the quality of service to its customers, Transdev has opted to place social dialogue at the core of its HR strategy.

Management, the labor unions, HR and employees, who comprise the key social dialogue players, interact via a number of employee representative bodies and through labor union representation, which has been established at all levels, and which has led to the conclusion of ambitious Group-wide and company-wide collective bargaining agreements that benefi t employees and the company’s performance.

Organization of social dialogue within Transdev

In June 2012, a European Works Council was set up to provide the most comprehensive representation possible for the employees of the Transdev companies doing business in the Member States of the European Union.

About three times a year, this European Works Council brings together the employee representatives of the German, Spanish, Portuguese, Finnish, Dutch, British and French subsidiaries to discuss all transnational issues concerning the Group’s activities at the European level. It is consulted on transnational issues that impact the Group (employment, signifi cant changes in the Group’s organization, transfers of production, investments made for the Group as a whole, etc.) and, once a year, on the Group’s strategic orientations, long-term plans drawn up and the follow-up thereto.

Each year, each member of the European Works Council receives training provided by the Group.

A French Group Works Council was set up in June 2015 to represent all employees of the Group’s French subsidiaries. It meets about three times a year and is composed of 22 employee representatives appointed by the labor unions that are representative at Group level, and who are chosen from among their elected representatives to the bodies of the relevant subsidiaries. In particular, this French Group Works Council is informed of the probable development of activities, investment projects, employment trends, the Group’s economic, fi nancial and employment situation and the consolidated fi nancial statements of Transdev and its subsidiaries. This French Group Works Council must also be consulted on the Group’s strategic orientations, as well as on any transaction that may impact the economic and employment situation or the organization of the Group as a whole.

Lastly, each of our subsidiaries in France has local representative institutions (Social and Economic Committees, which will gradually replace the former Works Councils, Health, Safety and Working Conditions Committees and employee representatives by the end of 2019), which are the information and consultation forums on important issues, in close proximity to the fi eld and local concerns.

In addition, under the Group Agreement “on the exercise of labor union rights and social dialogue within the Transdev Group,” which was concluded in June 2015 to perpetuate constructive employment relations and organize the smooth exercise of labor union rights within the Group, national labor union delegates and national coordinating labor union delegates have been designated. They have been provided with human and fi nancial resources.

Group-wide agreements concluded

Collective bargaining is preferably positioned as close as possible to the level at which problems are encountered in the fi eld. In addition to this local social dialogue, the Group has taken up a number of collective issues in order to deal with them from a national perspective.

Apart from the agreements to set up the European Works Council and the French Group Works Council, the Group agreement of June 2015 referred to above, which organizes and establishes the structure for the Group’s social dialogue, the Transdev Group has concluded a number of agreements with its representative labor unions at the Group level, in addition to the set of collective bargaining company-wide agreements concluded by its subsidiaries at the local level.

6. Human Resources: a key asset for the Group’slong-term performance

MOVING YOU

Performance People Development Culture

Social dialogue

Engagement Absenteeism

Recruitment

Talent management

Expert management

Learning

Diversity & inclusion

Common languagewe@transdev

Transformation process

Management report


These agreements concluded at the Group level include:

• A Group-wide agreement on the inter-generational contract;

• A Group-wide agreement that sets up a national health, safety andworking conditions committee, whose purpose is to collectively reduce the risks of physical injury to employees by exchanging information on issues and sharing best practices in the fi eld of occupational health and safety;

• A Group-wide agreement on the reimbursement of medical expenses;

• A Group-wide agreement setting up a Group savings plan;

• A Group-wide agreement setting up a Group retirement savings plan.

All these agreements, and their application at the level of the Group’s subsidiaries, are intended to improve the health, safety and working conditions of the Group’s employees.

In addition to its role in the negotiation of collective bargaining agreements, social dialogue is also a tool for identifying and dealing, as early and eff ectively as possible, with individual diffi culties encountered by Group companies in the fi eld.

Employee Engagement

Employee engagement is the product of working conditions that enable employees to use their talents each day, in the service of the company and in line with its goals and values, and to remain motivated to contribute to the company’s success while fulfi lling their potential in their work.

Therefore, employee collaboration and commitment contribute directly to:

• the Group’s operational performance;

• the quality of service provided;

• reducing absenteeism and turnover.

Understanding the factors that promote engagement is essential to inform and guide action plans to strengthen the commitment of our teams

Transdev’s managers are in charge of our teams on a day-to-day basis and it is this human relationship that nourishes engagement and collaboration.

In order to assist our managers and enable them to develop concrete and suitable action plans, in 2018 the Group launched an engagement program, which will be deployed starting in 2019.

The Group’s Engagement program is based on the following eight principles:

1. All countries in which the Group operates undertake to conduct anengagement survey.

2. Each country must conduct a survey at least once every two years.

3. These surveys will cover all areas of employee engagement.

4. Ultimately, they will target 100% of the Group’s employees.

5. They will include four to six questions on engagement issues common to all countries and all employee populations.

6. The surveys will be promoted and supervised in each country by thetop management.

7. The results of these surveys will be communicated to the teams and,based thereon, action plans will be developed in conjunction with the teams to encourage engagement.

8. The senior management teams in each country will provide supportto line managers.

Starting in 2019, an exchange and sharing of best practices will be organized in conjunction with the international HR network in order to capitalize on our local experiences and enhance our Group know-how in terms of commitment.

* In 2019, the program deployment percentage will be monitored.

* Starting in 2020: the increase in the percentage of employees covered by a survey program,

* and in 2021, the progression of employee engagement in oursubsidiaries will be monitored.

Absenteeism

In addition to being an indicator of commitment, absenteeism maybe due to various health and safety factors. Our role is to understandits causes and to act against absenteeism. Capitalizing on our localknow-how and experience, the Group has developed a pragmatic andstructured approach based on 40 key actions organized around fourmain principles:

• Culture and management (15 actions):

- Giving work meaning and increasing opportunities for contact withemployees;

- Providing employee oversight;

- Making absenteeism one of the network’s core issues.

• Workstation (8 actions):

- Reducing the stress of drivers, in particular stress due to diffi cultcustomers;

- Preventing accidents and the risks of physical injuries.

• Work organization (8 actions):

- Optimising work schedules;

- Scheduling breaks during the day and time off during the year;

- Listening to drivers and getting them involved.

• Socioeconomic environment (9 actions):

- Optimizing profi le management during the recruitment process;

- Raising driver awareness about the importance of a healthy lifestyle;

- Improving support for drivers in distress/experiencing temporarydiffi culties;

- Applying a positive discrimination tool in favor of drivers based onabsenteeism.

The absenteeism matrix, which was developed in France in 2015, has been distributed throughout the Group and off ered to managers as a complement to the health and safety management system to prevent and combat absenteeism.

Preventing psycho-social risks

Preventing and detecting psycho-social risks is a component of the company’s responsibilities. Listening to employees, which is essential to implementing conditions that encourage performance, is also valuable

Cultureet management

Work oraganization

Workstation and work environment

Employee’s socio-economic environment

FOCUS

Management report


for detecting diffi culties to be addressed as priorities. Each country, through the surveys it carries out or will carry out covering all areas of the working relationship, will be able to assess the quality of work life as perceived by employees and, therefore, to contribute to preventing health risks for teams around the world and throughout their working lives with Transdev.

The recruitment process

Attracting the talent that will design and deliver the transport and service off ers of today and tomorrow is a major challenge for the company.

Our work has meaning: we are men and women serving the men and women who live in our local areas. We are a company that is both local and international, that meets today’s mobility needs on a daily basis and that prepares the mobility solutions of the future that will meet the mobility needs of tomorrow.Joining the Transdev Group also means becoming part of a collective that empowers its teams and promotes collaboration, and that puts employees at the center of its organization.Transdev recruits over 20,000 persons each year. This recruitment is primarily local and relies on our teams in the local areas and on the Group’s actions to make Transdev an employer of choice.

b. Employee developmentTalent Management

At Transdev, this responsibility is shared by the employee, the principal actor in the construction and progression of his/her professional career, the manager and the HR teams.

The Group is committed to ensuring that each employee has the opportunity to meet with his/her manager at least once a year to discuss his/her performance, development needs and professional aspirations.

In addition, and at the core of talent Management@Transdev, the People Review, coordinated by the HR departments and management, provides a global view of the Group’s talent, through a collective and collegial evaluation, as well as of the development potential of employees, their key skills and expertise across all Group functions and countries.

Our objective is to:• Have a pool of talent that enables the Group to meet the challenges of

today and tomorrow;

• Identify employees with high development potential and the criticalpositions within the Group;

• Defi ne and approve individual development actions;

• Defi ne and approve collective development actions in light of currentand future business challenges;

• Anticipate replacements and create a pool of potential successors using in-house talent.

The Group aims to extend the People Review to all its employees. In 2018, we deployed the process in France, and included supervisors in certain regional centers. Starting in 2020, the Group’s People Review process will have to cover all Managers, Top Managers and Top Executives worldwide (approximately 3,500 employees).

International careers and experts development

Our international mobility policy, which has been deployed since July 1, 2018, off ers network procedures and practices designed to:

• Encourage international career paths and expatriation, thus encouragingemployee development;

• Ensure the HR community systematically takes into account employees’ international mobility wishes and thus manage and anticipate individual international mobility projects;

• Provide a high degree of transparency concerning employmentopportunities within the Group that are open to international mobilityin order to ensure equal opportunities and promote diversity.

Mobilizing our expertise: E-Team@Transdev: 26 fi elds of expertise have been identifi ed in which our employees can position themselves, declare their expertise and communicate their willingness to take part in specifi c expert support projects.

The Group’s experts, who are selected on the basis of their expertise and willingness to cooperate, and who are approved by the fi eld’s reference person, join the E-Team, the Group’s community of international experts, who are mobilized to promote the mobility solutions off ered by Transdev.

Launched in July 2018, the E-Team@Transdev project has enabled over 100 employees to volunteer to provide support for Group projects and declare their expertise in one or more identifi ed fi elds.

To date, more than 60 employees (based in 11 diff erent countries), covering over 160 areas of expertise, have been recognized by the Group. As E-Team members, they are entitled to specifi c development actions (E-learning/languages/etc.).

The Learning approach

This approach is linked to Talent Management. It is a response to the major challenge of transforming our activities and is intended to enable the company to adapt to a constantly changing world. It aims to develop skills in the most reactive way possible, to enable the continuous comprehension of new behaviors and to strengthen a shared culture.

Our Learning approach is based on four main principles at the Group and country levels:

• Becoming a learning company: implementing solutions that enablecontinuous learning within the company, within the business linesthemselves, and through an exchange of practices. This goal is aprerequisite for the development of autonomy and agility at all levels.

• Promoting responsible management: enabling each employee to have a discussion, at least once a year, with his/her supervisor about his/her skills development needs. In return, each manager must ensure that his/her employees have the necessary skills to perform their jobs.

• Encouraging independent learning: simplifying access to trainingfor each employee by providing innovative, digital solutions thatare available at all times. Developing training solutions that take intoaccount each employee’s learning style for greater effi ciency.

• Ensuring successful integration: off ering training and integration paths that develop the skills needed to practice a profession and succeed innew responsibilities.

Our goal is that at least 80% of employees receive training each year. And that 100% of employees have one discussion each year with their manager about their training needs.

BEST PRACTICE – FranceThe psycho-social risks prevention and treatment system

In France, a social emergency system has been set up, which is accessible and available to all Group employees and complements a social assistance network deployed in the Group’s networks. A psychological helpline was also set up at the end of 2016.

A Quality of Life at Work committee, comprising the local HR departments, the Risk Department, the CSR Department and a representative of the social partners, meets once a quarter to discuss and develop collective action plans to improve the quality of life at work within the scope of its prerogatives.

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c. Corporate culture: a sharedexperience base to encouragediversity and inclusionOur commitments to encourage greater diversity and inclusion

It is our strong conviction that our ability to increase the diversity of our teams and develop an inclusive management culture is an essential driver of employee commitment and Transdev’s attractiveness, as well as an important marker of our Group’s ability to transform itself.

Since 2011, we have affi rmed our commitment to equal opportunities and combating discrimination by signing the Diversity Charter. The course set by the Group reinforces and complements the initiatives and programs implemented in the countries where we do business.

To accelerate our transformation and make diversity a performance driver at Transdev, the Group has formally set a clear ambition for 2020, initially in terms of gender diversity and for the Group’s Top Executive Managers. The goal is to have women in 30% of these positions by 2020. We have also adopted a Diversity and Inclusion Program with specifi c governance to monitor its progress.

In addition, we have confi rmed our intention to set clear and ambitious gender diversity goals for two key complementary populations: business managers and drivers in the various countries.

Promoting a disability-inclusive environment is a strategic HR focus for Transdev

Transporting customers, regardless of their disabilities, in all areas we serve is at the core of our public transportation mission.

Fostering internal and external harmony by promoting a disability-inclusive work environment is therefore a major HR focus for the Transdev Group.

The aim of the disability program is to develop simple, concrete and progressive actions in order to:

• Create direct and indirect jobs for disabled persons;

• Deploy awareness-raising, training and support actions for HR,Managers and employees;

• Concretely assist employees with disabilities in their professional orfamily life;

• Support “Handis-Positive” projects.

BEST PRACTICES TRANSDEV

Various programs have been developed at the Group level to meet these challenges, including:

Trans’lead: an international development program for top managers identifi ed each year during People Reviews that aims to prepare the Group’s talents for future responsibilities by focusing on three key areas: leadership, business and its transformations, and knowledge about the Group. The 6-month program is structured around two seminars and alternates training sequences, exploratory visits and group work on strategic projects.

In’Pulse: to facilitate the integration of new managers involved in international projects, In'Pulse offers a two-day seminar that provides an overview of the Group’s strategic challenges and a unique discussion with its top managers. The program is also an opportunity for participants to begin to build their internal network and prepare for their future development within the Group.

Innov’Cluster: both an incubator of new projects for the Group and a development program, Innov’Cluster aims to promote intrapreneurship based on innovative learning methodologies, through concrete experience and collaboration between peers. Over a six-month period, the program brings together various employee teams from diff erent countries in a cooperative and challenging atmosphere.

Project Management training: anchored in the project management principles deployed at the Group level, this training program enables project managers located in diff erent countries to adopt a common approach and acquire the essential skills needed to eff ectively manage their projects. It combines complementary classroom training, digital simulation tools and e-learning modules and prepares participants for a Group certifi cation exam.

Digital learning: whether in the form of stand-alone modules or modules combined as part of broader training programs, e-learning is increasingly used to provide independent learning opportunities and simplify access to training. It is particularly used in programs focusing on certain key topics: health and safety of persons, combating corruption, language skills, IT security, digital and offi ce application skills.

Management report


Our management model

we@Transdev, our management model, promotes the key behaviors expected of all Group managers to enable them to assist the company’s transformation and implement our strategic plan.

It is a common and shared model that adapts itself to the local specifi cities of the countries where we do business.

It is based on three principles:

• Performance

• Innovation

• Collaboration

and ten skills.

Our model is a key element in developing our management community. It aims to encourage responsibility and individual and collective development, and to unite managers around a shared collaboration model and a common language. It is a pragmatic and business-oriented model, whose skills must be appropriated by all managers for themselves and their teams.

Mobilizing the right people, in the right place and at the right time, for short or long assignments, is both an ambition (to off er professional opportunities that enrich career paths) and a necessity (to ensure that our customers receive a level of service consistent with our commitments).

Percentage of employees who received at least one training course during the year was 81.57% in 2017. The fi gures from 2018 will be reported in 2019.

KPIs 2017 2018Absenteeism rate 5.96% 6.02%

Employee turnover rate 22.59% 23.13%

Management report


a. Our actions to promote respectfor human rightsAs a global Group, we signed the Global Compact in 2003, and have long considered respect for human rights to be vital components of our culture and societal commitments.

In connection with our international development, we respond to calls for bids in countries where issues of respect for fundamental rights require particular attention. The management of fundamental rights risks is formally set out in a Group policy, which is overseen by the Ethics and Compliance network and by the Group's Secretary General. It covers the following key issues:• Working conditions for Group employees and subcontractors

(working hours and working time, health and safety);

• Compensation terms and social welfare coverage;

• Combating all forms of discrimination and harassment;

• Personal data protection;

• The freedom of association and the freedom to organize;

• Combating child labor and all forms of forced labor (includingpractices of modern slavery);

• Taking into account the legitimate interests of local communities.

Although discrimination, harassment, forced labor and child labor are the main fundamental rights issues the Group has identifi ed in the countries where it does business, all other issues must also be addressed, without exception. For this purpose, the Group’s managers are required to take these various principles into account and apply them in their decisions. Systematically verifying that this rule is incorporated into managers’ decision-making process ensures that this policy is applied in practice. Whenever necessary, incidents relating to respect for human rights are handled as quickly as possible via a whistleblowing system that is easily accessible to all our employees, who have been informed of its existence through an internal information campaign.

Our Ethics and Compliance Coordinators are responsible for providing proper information and communication about this policy within the scope of their duties. They must provide their expertise to local managers if necessary.

Human rights reporting

Each year, the human rights report covers, if applicable, the number and nature of incidents, analyzes them and discusses lessons learned. KPIs show the percentage of progress in the implementation of the human rights protection policy and the percentage of projects approved by the Ethics and Compliance Group for which human rights risks have been properly assessed and addressed.

Requirements for the supply chain

We have a strict selection and evaluation procedure in place for our suppliers and subcontractors, who are required to comply with our commitments in terms of human rights and CSR. This procedure is described in detail in Section 3.c. of this document. In particular, we require each of our major suppliers to inform us if they discover a breach of the Global Compact principles.

7. Transdev, committed to human rights and ethics

KPIs 2017 2018Annual percentage of projects approved by the Group Executive Committee for which human rights risks have been assessed and reduced to an acceptable level

New policy

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b. Fair practices and anti-corruptionmeasuresFair practices are an essential component of our actions. This principle is enshrined in the Group’s Code of Ethics, which informs each employee on “doing the right thing” by formally describing 21 key principles. This approach, which is promoted by the Group’s CEO, is based on a network of Ethics and Compliance offi cers in each country, as well as on the coordination provided by our Ethics and Compliance Committee.

Our global commitment to combat corruption, infl uence peddling, money laundering and terrorist fi nancing has been formalized since 2016. In this respect, we have not identifi ed any particular susceptibility among our managers and employees. Nevertheless, we must remain beyond reproach: our principles must be promoted and reinforced at all times, both internally and externally.

The whistleblowing system referred to above can also be used to report any at-risk behavior in this area, and provides the highest possible guarantees of confi dentiality.

The anti-corruption policy, which is based on a specifi c code of conduct explaining the Group’s main risks, recommendations and requirements, is deployed in all sites through specifi c training and a personal commitment by each manager to become familiar with and apply the Group’s system. The key indicators are:

• percentage of managers trained in anti-corruption measures every 3years (goal: 100%);

• of incidents of corruption, infl uence peddling, money laundering orterrorism fi nancing (goal: 0).

Number of proven incidents related to corruption that have been sentenced: throughout the year, as was the case in 2017, no proven incident recorded.

c. Our fi ght against tax evasionTax ethics

• Establishments created abroad for operational and economic reasons(calls for bids, acquisitions, etc.);

• Our tax contribution and taxes are paid in the countries where we dobusiness:

- Tax contribution in each country where we do business in proportion to revenues generated;

- Compliance with local and international tax rules.

• Local economic impacts of our establishments:

- Job creation;

- In addition to corporate tax, the Group pays other contributions inall countries in which it does business: social security contributions(82,000 employees in 20 countries), income tax, VAT, local taxes,electricity and diesel taxes, and other local taxes and levies.

Tax transparency

• Tax conduct in line with international developments (OECD guidelines, Base Erosion and Profi t Shifting (BEPS) project);

• Country-by-country reporting (CBCR) since 2016;

• Compliance with reporting obligations (compliance with deadlines for fi ling tax returns, etc.).

Transfer pricing documentation prepared in accordance with local tax authorities and Action 13 of the BEPS project.

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a. Method used to develop thebusiness modelThe business model highlights our methods for creating and preserving value over the long term through our service off ers. It refl ects the Group’s strategic vision.

The business model is the product of the joint eff orts, at the Group level, of the Finance Department and the Innovation and Strategy Department.

b. Method used to identify the mainnon-fi nancial risksWe implement a global risk management policy throughout the Group intended to identify, assess and prioritize material adverse events that could impact it. Depending on the Group’s risk appetite, potential events are handled in order of importance to reduce them to an acceptable level.

This methodology takes into account all risks and activities. It is based on a fi eld viewpoint, which is consolidated, reviewed and adjusted at the Group level.

To analyze non-fi nancial risks, this operating method was applied with an additional level of detail and specifi c requirements. For each family of risks (environment, social, fundamental rights, etc.), scenarios were defi ned in conjunction with the relevant experts of the Group and from certain countries in an eff ort to ensure completeness. These scenarios were compiled into a list shared with all Group contributors to non-fi nancial performance in order to ensure their relevance and consistency.

In each country in which the Group does business, all scenarios were analyzed and evaluated in terms of impact and probability and, if applicable, the control systems in place and additional action plans were discussed. These analyses were then consolidated by the Risk Department into a proposed hierarchy by risk family. These were then reviewed and challenged by the relevant Group experts to arrive at the risks of each family. Lastly, the entire analysis was presented to the Executive Committee for fi nal review.

c. The reporting scopeThe consolidation scope of non-fi nancial information is the same as that used to prepare the consolidated fi nancial statements.

This non-financial information is then consolidated applying the method used to integrate the company into the Group’s consolidation scope:

• the non-fi nancial data of fully consolidated companies is included infull during the period they are consolidated;

• the non-fi nancial data of joint activities is included only in proportion to their consolidation rate during the consolidation period;

• the non-fi nancial data of companies consolidated using the equitymethod ( joint ventures and associates) is not included.

d. Reporting methodologyEach department is responsible for its own indicators, which the CSR department centralizes for inclusion in the Statement of Non-Financial Performance.

We use two methods to collect and consolidate data:

• Data may be processed by the sites and then consolidated, forexample for HR, environmental, health/safety and security indicators;

• Data may be processed centrally; for example, for procurement andethics indicators, data is directly processed centrally.

The GHG emission factors related to electricity consumption by country, road diesel, rail diesel, Light marine diesel, Heavy marine diesel, natural gas for vehicles, Liquefi ed petroleum gas and Gasoline are taken from the French ADEME (French Environment & Energy Management Agency) carbon database.

The GHG emission factors for Bioethanol and BioGas fuels as well as the SOx, NOx and PM emissions factors broken down by vehicle type correspond to business data from internal studies

The following indicators will be developped in 2019 in line with the roll out of Transdev policies:

Environment

• An indicator regarding gradual pollution will be established in 2019.

Human Resources

• Percentage of employees who had an annual interview

• Commitment survey deployment rate

• Percentage of employees who received at least one training courseduring the year.

Human rights

• Annual percentage of projects approved by the Group ExecutiveCommittee for which human rights risks have been assessed andreduced to an acceptable level.

Procurement

• Percentage of master contracts > €100,000 that incorporate the Suppliers’ Charter to be extended to the full consolidation scope.

Safety

• Number of major accidents/million km.

Security

• An indicator linked to the security of passengers will be developed for 2020.

Verifi cations carried out of our social and environmental reporting systemsEach year, definition references are shared with the network of contributors and any changes to be applied by our contributors are made following discussions, prior to the launch of reporting campaigns in order to ensure, to the extent possible, that they properly understand which data is expected and that this information is reliable.

8. Methodological note

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e. Fighting food waste and foodinsecurity, and ensuring animalwelfare and responsible, equitableand sustainable food productionAs of the date of this document, we have no knowledge of any actions to combat food waste and food insecurity or to ensure animal welfare. We are aware that these are essential issues but they do not concern our business sector.

We strive to ensure responsible, equitable and sustainable food production through our agreements with our service provider Sodexo, which:

• Off ers consumers healthy life choices and encourages them to followthem.

• Promotes local development and equitable, inclusive and sustainablebusiness practices.

• Is a responsible buyer and provides management services that reduce carbon emissions.

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SUMMARY OF OUR CSR KPIS

f. Appendix

KPIs 2017 2018

Number of Lost Time Accidents/million worked hours

22.96 20.37

Number of days lost due to Lost Time Accidents/thousand worked hours

1.44 1.35

Number of medical leaves due to aggressions/million worked hours 2.59 2.66

Number of days lost due to aggressions/thousand worked hours 0.04 0.08

ISSUE 2: Health, safety and security of passengers and employees

KPIs 2017 2018

Absenteeism rate 5.96% 6.02%

Employee turnover rate 22.59% 23.13%

ISSUE 3: Human capital

KPI 2017 2018

Percentage of master contracts > €100,000 that incorporate the Suppliers’ Charter

50.3% 77%

ISSUE 4: Contribution to the inclusivity, social cohesion and economic vitality of local areas

KPIs 2017 2018

Percentage of entities having suff ered a pollution incident during the fi nancial year

1% 1.6%

GHG emissions kg/100 km traveled** 103.234 104.515

Green fl eet share** 34% 39.9%

Pollutant emissions*g/100 km traveled**

SOx

NOx

PM

2.24

917.66

8.74

2.21

855.46

8.22

* Diesel only** Figures are based on the fl eet in operation on December 31, 2017 and 2018

ISSUE 1: Minimizing our environmental impacts

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THE 17 SUSTAINABLE DEVELOPMENT GOALS

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Transdev • Financial report 2018 – 47

Vigilance Plan

Appendix 3

1. A process for identifying, analyzing andprioritizing risks

The Group’s main risks related to the duty of vigilance concern:• fighting climate change, pollution reduction and energy transition;• The health, safety and security of passengers and employees (prevent-

ing serious bus and train accidents, occupational accidents, incivilityand violence in public transportation, terrorist and armed assaults andattacks on employees or passengers)

• Responsible and sustainable procurement;• Fundamental rights (preventing risks of violations of fundamental

rights, including harassment and discrimination);• Business ethics (combating all forms of corruption, influence ped-

dling, money laundering and terrorist financing).

The risk mapping methodology used is described in Section 8 of the state-ment of non-financial performance and additional details are provided inSection 2 of that same document.

2. Established assessment procedures for riskmapping purposes

2.1. Assessment by subsidiaries

Vigilance plan risks were assessed for each country using a bottom-upapproach. A methodology enabling each country to apply this analysiswithin its subsidiaries has been developed and used.

The Group’s performance indicators described in the statement of non-financial performance are applied within the various entities to enableeach entity to monitor its performance and progress over time, as well asfor reporting purposes.

2.2. Assessment of subcontractors and suppliers

This assessment and its results are described in Section 4.c of the state-ment of non-financial performance.

In accordance with Act No. 2017-399 of March 27, 2017 on the duty of vigilance of parent companies and affiliates, Transdev Group has adopted andimplements a plan that includes reasonable vigilance measures to identify risks and prevent serious violations of human rights and fundamental free-doms, or threats to the health and safety of persons or environment damage, due to its activities and those of the companies it directly or indirectlycontrols within the meaning of Article L. 233-16(II), as well as due to the activities of subcontractors or suppliers with whom it maintains an establishedbusiness relationship, if such activities are related to that relationship.

This initiative is based on:

1. A process for identifying, analyzing and prioritizing risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47

2. Established assessment procedures for risk mapping purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .472.1. Assessment of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .472.2. Assessment of subcontractors and suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47

3. Appropriate actions to mitigate risks or prevent serious harm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .483.1. A framework of fundamental rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .483.2. Responsible and accountable governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .483.3. Concrete prevention and monitoring actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48

4. A mechanism for reporting and receiving reports on the existence or occurrence of risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48

5. A system for monitoring measures implemented and evaluating their effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .485.1. Risks and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .485.2. Non-financial performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49

This document is an appendix to the Transdev Group’s management report.

48 – Transdev • Financial report 2018

3. Appropriate actions to mitigate risks or prevent serious harm

3.1. A framework of fundamental rules

Transdev has adopted policies, procedures and codes of conduct that arebinding for its stakeholders (employees, subcontractors, suppliers, con-sultants, service providers, etc.). The topics within the scope of the dutyof vigilance that are covered by these policies and procedures include:• Health and safety policy• Group environmental policy• Anti-corruption policy and code of conduct• Group sponsorship and corporate philanthropy procedure• Corporate officers appointment procedure• Sales intermediaries, service providers and lobbyist procedure• Risk management policy• Crisis management policy, Incident reporting procedure• Code of Ethics• Procurement Procedure and Supplier Charter

These policies, procedures and codes are approved by the ExecutiveCommittee and circulated to all employees. In addition, whenever rele-vant, they are provided to the Group's stakeholders, who have to under-take to comply with them. They are regularly reviewed and modified, inaccordance with the same approval process.

3.2. Responsible and accountable governance

The Group has set up a chain of delegations of authority and signaturepowers that defines and limits the authority of the holders’ powers, andreminds them of their obligation to comply with, and to take reasonableand necessary measures to ensure that their teams are familiar and complywith, all aspects of the laws and regulations on preventing terrorism andorganized crime financing, and money laundering, as well as with the pro-cedures, policies and codes adopted by the Company, in particular:• Health and safety• Corruption, influence peddling and other conflicts of interest• Money laundering and terrorist financing • Fundamental rights• Anti-competitive practices• The environment

It has also adopted a review and decision-making procedure for develop-ment and operational projects that is implemented by the Country andGroup Commitment Committees and an Investment Committee, whichare responsible for examining these projects and operations based on cri-teria defined by the Group, and which incorporates the issues covered bythis vigilance plan and mitigation/action plans in the event of specificallyidentified risks. These Committees are chaired by the Manager responsiblefor the relevant business scope.

The Group Commitment Committees are managed by the Risks, Ethicsand Insurance Department.

3.3. Concrete prevention and monitoring actions

In addition to internal regulations and attentive governance, the Grouphas implemented risk management measures (Security, Safety and Envi-ronmental Management Systems, Training, Audits, Investigations), whichare described in greater detail in Sections 3 to 7 of the statement of non-financial performance.

4. A mechanism for reporting and receivingreports on the existence or occurrence ofrisks

The Group has adopted a reporting and incident management procedureto quickly circulate information on significant materialized risks, whichensures such information is handled, either by the ordinary organizationor a crisis management structure.

The system, which is managed by the Risk, Ethics and Insurance Depart-ment, is on call 24/7.

In addition, various functional reports are used to periodically report inci-dents by type (health and safety, security, environment, fraud, etc.).

Information is periodically cross-referenced between the Risk Depart-ment and the relevant functional departments to ensure that informationis consistent and that incidents are handled and monitored.

Lastly, an ethical whistleblowing procedure has been set up. Employeesmay, in good faith and in a disinterested manner, report to [email protected] a serious non-compliance or danger of which they are personallyaware, with respect to the following issues: accounting, finance, banking,corruption, influence peddling or money laundering, anti-competitivepractices, discrimination, harassment and, more generally, respect forthe fundamental rights, health and physical or mental integrity of any per-son concerned by our business and protection of the environment andbiodiversity.

This procedure, which is managed by the Risk, Ethics and InsuranceDepartment, operates in a manner that protects the rights of the relevantpersons. Information has been provided within the Group about the exis-tence of the whistleblowing system.

5. A system for monitoring measuresimplemented and evaluating theireffectiveness

5.1. Risks and Compliance

The Executive Committee meets on a half-yearly basis as a Risk Commit-tee to review risk and compliance management within the Group, actionscompleted and ongoing actions and their results, and decides on addi-tional actions to be taken.

Management report


Management report

The information necessary for this review is prepared by the Risk Depart-ment in conjunction with the countries, the functional departments andthe members of the Executive Committee.

Specific preparatory work is carried out on issues in relation to ethics andcompliance. The information is reviewed with country representatives inorder to draft a report to be submitted to the Ethics and ComplianceCommittee. That Committee’s analyses and proposals are included in thehalf-yearly risk report.

Each year, the Audit Committee also examines the risks and compliancereview presented by the Risk, Ethics and Insurance Department, theengagement plans of the Internal Audit and Internal Control Departmentsand their reports on their audits, recommendations, and the follow-upto the implementation of the plans and measures adopted.

5.2. Non-financial performance

The report and its conclusions are reviewed annually by the Audit Com-mittee.


As of December 31, 2018

In accordance with IFRS

Consolidated financial statementsTransdev Group S.A.


I. The Transdev Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54I.1. General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54

I.2 Shareholder structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54

II. Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55

III. Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56

IV. Consolidated statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57

V. Consolidated statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58

VI. Statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59

VII. Notes to the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60

VII.1. Accounting principles and policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60

VII.1.1. Accounting standards framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60

VII.1.2. Changes due to IFRS 15 and IFRS 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61

VII.1.3. Scope and principles of consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63

VII.1.4. Translation of foreign subsidiaries’ financial statements and foreign currency transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65

VII.1.5. Operational activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66

VII.1.6. Pension plans and other post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67

VII.1.7. Contractual assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67

VII.1.8. Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69

VII.1.9. Impairment of fixed assets and non-financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69

VII.1.10. Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70

VII.1.11. Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72

VII.2. Use of management estimates in applying group accounting standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72

VII.3. Significant events during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73

VII.3.1. Shareholder restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73

VII.3.2. Commercial operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73

VII.3.3. Major disposals during the year and withdrawal from certain activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73

VII.3.4. Main acquisitions during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73

VII.4. Operational activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74

VII.4.1. Operating result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .74

VII.4.2. Working capital requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75

VII.4.3. Contract costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76

VII.5. Employee expenses and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76

VII.5.1. Employee expenses and workforce . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76

VII.5.2. Post-employment benefits and other long-term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77

VII.6. Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81

VII.6.1. Intangible assets excluding goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81

VII.6.2. Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82

VII.6.3. Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83

VII.6.4. Concession activities: current and non-current operating financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83

Contents



VII.7. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .84

VII.7.1. Changes during the period and breakdown by cash generating unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .84

VII.7.2. Impairment tests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .84

VII.8. Companies consolidated under the equity method and other non-consolidated investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85

VII.8.1. Joint ventures and associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85

VII.8.2. Non-consolidated investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86

VII.9. Financing, financial instruments and financial risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86

VII.9.1. Net financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86

VII.9.2. Other current and non-current financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89

VII.9.3. Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89

VII.9.4. Management of financial risk – derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .90

VII.9.5. Carrying amount and fair value of financial assets and liabilities by accounting class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .92

VII.10. Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .93

VII.11. Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .93

VII.11.1. Discount rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .93

VII.11.2. Breakdown of provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94

VII.12. Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95

VII.12.1. Equity attributable to the owners of the parent company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95

VII.12.2. Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95

VII.13. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96

VII.13.1. Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96

VII.13.2. Deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .97

VII.13.3. Tax audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .98

VII.14. Off-balance sheet commitments and collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .98

VII.14.1. Off-balance sheet commitments made and received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .98

VII.14.2. Collateral provided to secure financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99

VII.15. Other notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99

VII.15.1. Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99

VII.15.2. Statutory auditors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100

VII.16. Pending legal or arbitration proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101

VII.16.1. Regional aid for road transportation of passengers - Île-de-France (France) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101

VII.16.2. Metrolink (United States) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101

VII.17. Recent developments and post-year-end events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101

VII.18. Main companies consolidated in the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101


I.1. General information

The Transdev Group was created on March 3, 2011 by consolidating thetransportation businesses of the Caisse des Dépôts (Transdev) and Veolia(Veolia Transport) groups.

Transdev Group, the parent company of the Transdev Group (hereinafter“Transdev” or the “Group”) is a société anonyme (corporation) incorpo-rated under French law, which has stated capital of €1,137,119,594, andwhich was registered with the Nanterre Trade and Companies Registryunder number 521 477 851 on December 12, 2011. Its registered office islocated at 3 allée de Grenelle, 92130 Issy-les-Moulineaux, France.

Transdev is a global mobility operator and integrator: it designs, sets upand operates passenger transportation systems that incorporate allmodes of land and sea travel, combining a range of public transportationservices and on-demand mobility solutions and offering services that faci-litate passengers’ daily lives. Transdev’s approach, which is rooted in long-term partnerships, is to advise and provide support to businesses andpublic authorities in the pursuit of the safest and most innovative mobilitysolutions.

In 2018, the Group generated consolidated revenue of €6.9 billion and didbusiness in 20 countries. It comprises 619 consolidated subsidiaries andhas 73,590 employees (average number of full-time equivalentemployees). In addition, the Group participates in sociétés d’économiemixte (part state-owned corporations) in France, in which the Groupholds non-controlling interests.

I.2. Shareholder structure

On October 2, 2018, the Rethmann Group announced its intention toacquire the stake of Veolia Environnement (hereinafter “Veolia”) in Trans-dev Group, after having entered into a partnership agreement with Caissedes Dépôts affirming their shared strategic vision for Transdev’s develop-ment. This agreement also provided that the Rethmann Group would sellto Transdev GmbH the shares of Rhenus Veniro, its holding company,which, together with its subsidiaries, conducted the Rethmann Group’spublic passenger transportation businesses in Germany.

On January 9, 2019, the Rethmann Group acquired the 30% of TransdevGroup’s capital owned by Veolia, and Transdev GmbH, a wholly ownedsubsidiary of Transdev Group, acquired Rhenus Veniro.

Also on that date, an extraordinary general meeting of Transdev Group’sshareholders approved a capital increase of 4% reserved for RethmannFrance, pursuant to which ordinary shares and preferred shares withoutvoting rights would be issued, and granted full powers to the Board ofDirectors or the Chief Executive Officer to confirm Rethmann France’ssubscription and the completion of the capital increase by a setoff againstthe amount of the sale price owed to it by Transdev Group. The capitalincrease is expected to be completed by mid-2019. After completion ofthis capital increase, Rethmann France will hold 34% of Transdev Group’scapital.

Caisse des Dépôts retains sole control of Transdev Group.

I. The Transdev Group


II. Consolidated income statement

REVENUE FROM ORDINARY ACTIVITIES 6,892.3 6,948.0 VII.4.1Cost of sales (6,128.7) (6,178.4) Selling costs (48.3) (65.7)General and administrative expenses (577.0) (589.3) Other items of current operating result - -CURRENT OPERATING RESULT 138.3 114.6 VII.4.1Other operating income and expenses (41.1) (182.3) OPERATING RESULT 97.2 (67.7) VII.4.1Share of net income (loss) of equity-accounted entities 4.6 5.3

o/w share of net income (loss) of joint ventures (0.2) 1.9 VII.8.1o/w share of net income (loss) of associates 4.8 3.4 VII.8.1

OPERATING RESULT after share of net income (loss) of equity-accounted entities 101.8 (62.4) Net finance costs (20.3) (22.2) VII.9.3Other financial income and expenses (4.4) (5.1) VII.9.3Income tax expense (1.0) (4.6) VII.13.1NET INCOME FROM CONTINUING OPERATIONS 76.1 (94.3) Net income (loss) from discontinued operations 0.5 - NET INCOME (LOSS) 76.6 (94.3) Share of non-controlling interests (0.7) (2.1) SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY 75.9 (96.4)

(€millions)

(1) Restated amounts in application of IFRS 15. IFRS 15 requires retrospective application for financial years beginning on or after January 1, 2018 and the comparatives presented forFY 2017 have been restated. The impacts of the first-time adoption of this new standard are described in VII.1.2.

The accompanying notes are an integral part of the consolidated financial statements.

NotesDecember 31, 2017restated(1)

December 31, 2018

NET INCOME (LOSS) FOR THE YEAR 76.6 (94.3)Actuarial gains or losses 4.3 (4.5)Related income tax expense (1.6) 1.0

Amount net of tax 2.7 (3.5)Fair value adjustments on equity instruments - (1.4)Related income tax expense - -

Amount net of tax - (1.4)OTHER ITEMS OF COMPREHENSIVE INCOME NOT SUBSEQUENTLY RELEASED TO NET INCOME 2.7 (4.9)

o/w attributable to joint ventures - (0.1)o/w attributable to associates 0.3 (0.1)

Fair value adjustments on available-for-sale assets (0.3) -Related income tax expense 0.3 -

Amount net of tax - -Fair value adjustments on derivatives used as cash flow hedge 0.4 0.4 Related income tax expense (0.3) (0.3)

Amount net of tax 0.1 0.1 Foreign currency translation - -Translation differences on the accounts of subsidiaries kept in foreign currencies (14.8) (10.9)Tax - -

Amount net of tax - -Net foreign exchange gains and losses (14.8) (10.9)

OTHER ITEMS OF COMPREHENSIVE INCOME SUBSEQUENTLY RELEASED TO NET INCOME (14.7) (10.8)o/w attributable to joint ventures (1.2) (0.5)o/w attributable to associates (2.6) 0.9

TOTAL OTHER COMPREHENSIVE INCOME (2) (12.0) (15.7)TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR 64.6 (110.0)Attributable to owners of the parent company 63.3 (112.2)Attributable to non-controlling interests 1.3 2.2


III. Consolidated statement of comprehensiveincome


(2) Other comprehensive income attributable to activities held for sale as defined in IFRS 5 totaled (1,9) million euros for the year ended December 31, 2018.


(€millions)December 31, 2017

restated(1)December 31, 2018


IV. Consolidated statement of financial position

Goodwill 719.7 701.5 723.6 VII.7 Other intangible assets 198.4 163.4 105.9 VII.6.1Property, plant and equipment 1,084.4 1,067.9 1,045.9 VII.6.2Investments in joint ventures 29.7 29.6 38.8 VII.8.1Investments in associates 27.9 26.7 29.1 VII.8.1Non-current operating financial assets 308.1 255.8 287.2 VII.6.4Other non-current financial assets 106.0 100.5 98.0 VII.9.2Non-current derivative instruments - assets 0.2 - - VII.9.4Deferred tax assets 221.9 44.4 42.3 VII.13.2Contract costs 0.6 2.1 2.7 VII.4.3TOTAL NON-CURRENT ASSETS (I) 2,696.9 2,391.9 2,373.5 Inventories and work in progress 102.7 102.6 107.5 VII.4.2Operating receivables 1,246.9 1,280.6 1,381.9 VII.4.2Current operating financial assets 44.0 40.4 39.7 VII.6.4Other current financial assets 41.4 38.9 48.5 VII.9.2Current derivative instruments - assets 2.3 2.2 2.4 VII.9.4Cash and cash equivalents 448.4 344.4 387.2 VII.9.1Assets held for sale 0.4 0.2 31.1 VII.10TOTAL CURRENT ASSETS (II) 1,886.1 1,809.3 1,998.3 TOTAL ASSETS (I+II) 4,583.0 4,201.2 4,371.8

Capital 1,137.1 1,137.1 1,137.1 Reserves and retained earnings attributable to owners of the parent company (205.0) (142.3) (253.9) Equity and net income attributable to owners of the parent company 932.1 994.8 883.2 VII.12Equity and net income attributable to non-controlling interests 60.9 51.9 50.8 VII.12EQUITY (I) 993.0 1,046.7 934.0 Non-current provisions 284.2 273.5 380.8 VII.11Non-current financial liabilities 966.8 813.0 868.3 VII.9.1Provision of rolling stock under concession arrangements - Non-current part 87.6 39.1 34.5 VII.1.7.4Non-current derivative instruments - liabilities 6.3 4.7 2.8 VII.9.4Other non-current liabilities 37.0 36.6 35.1 Deferred tax liabilities 234.0 32.3 16.5 VII.13.2TOTAL NON-CURRENT LIABILITIES (II) 1,615.9 1,199.2 1,338.0 Operating payables 1,789.3 1,756.7 1,841.3 VII.4.2Current provisions 101.2 133.8 142.8 VII.11Current financial liabilities 54.8 46.4 42.7 VII.9.1Provision of rolling stock under concession arrangements - Current part 10.3 5.5 5.5 VII.1.7.4Current derivative instruments - liabilities 6.8 2.5 2.8 VII.9.4Overdrafts 11.4 10.1 5.2 VII.9.1Liabilities held for sale 0.3 0.3 59.5 VII.10TOTAL CURRENT LIABILITIES (III) 1,974.1 1,955.3 2,099.8 TOTAL EQUITY AND LIABILITIES (I+II+III) 4,583.0 4,201.2 4,371.8

NotesAs of January 1, 2017restated (1)

December 31, 2017restated (1)

ASSETS (€millions)

EQUITY AND LIABILITIES (€millions)

(1) IFRS 15 requires retrospective application for financial years beginning on or after January 1, 2018 and the comparatives presented for FY 2017 have been restated. The impactsof the first-time adoption of this new standard are described in VII.1.2.


December 31, 2018

NotesAs of January 1, 2017restated (1)

December 31, 2017restated (1)

December 31, 2018


V. Consolidated statement of cash flows

NET INCOME (LOSS) FOR THE YEAR 76.6 (94.3)Operating depreciation, amortization, provisions and impairment losses 319.8 442.3 Financial amortization and impairment losses 1.4 (5.0)Gain (losses) on disposal (13.7) (14.8)Unwinding of discounted provisions, receivables and payables 5.2 5.1 Share of net income (loss) of joint ventures 0.2 (1.9)Share of net income (loss) of associates (4.8) (3.4)Dividends received (2.7) (1.5)Net finance costs 20.3 22.2 Income tax expense 1.0 4.6 Other items 0.1 (1.7)OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL REQUIREMENTS 403.4 351.6 Income taxes paid (21.4) (19.9)Changes in working capital requirements (127.7) 26.6 Change in contract costs (1.8) (1.1)I. NET CASH FROM OPERATING ACTIVITIES 252.5 357.2 Capital investments (211.1) (310.2)Proceeds on disposal of intangible assets and property, plant and equipment 45.1 48.1 Net investments in operating financial assets

New operating financial assets (39.2) (83.6)Principal payments on operating financial assets 39.5 45.5

Purchase of financial investments (14.2) (27.2)Sale of financial assets 16.3 1.6 Dividends received (including dividends received from joint ventures and associates) 6.4 4.3 Non-current financial receivables, cash out (1.7) (2.8)Non-current financial receivables, cash in 1.4 2.4 Net increase / decrease in current financial receivables 6.6 (3.3)II. NET CASH USED IN INVESTING ACTIVITIES (150.9) (325.2)Capital increase - - Dividends paid (8.5) (5.3)New non-current borrowings (2) 30.2 295.2 Principal payments on non-current borrowings (2) (156.9) (210.8)Net increase (decrease) in current borrowings (2) (33.6) (37.0)Interest paid (20.8) (20.8)Transactions between shareholders - acquisitions and divestitures, without change in control (1.3) -III. NET CASH FROM (USED IN) FINANCING ACTIVITIES (190.9) 21.3 IV. EFFECT OF FOREIGN EXCHANGE RATE CHANGES AND OTHER (13.4) (5.6)NET CASH AT THE BEGINNING OF THE YEAR 437.0 334.3 Changes in cash, cash equivalents and overdrafts (I+II+III+IV) (102.7) 47.7 NET CASH AT THE END OF THE YEAR 334.3 382.0 Cash and cash equivalents 344.4 387.2 Overdrafts (10.1) (5.2)NET CASH AT THE END OF THE YEAR 334.3 382.0

(1) Restated amounts in application of IFRS 15. IFRS 15 requires retrospective application for financial years beginning on or after January 1, 2018 and the comparatives presentedfor FY 2017 have been restated. The impacts of the first-time adoption of this new standard are described in VII.1.2.

(2) The reconciliation between the change in net financial debt in the consolidated statement of financial position and the cash flows is presented in note VII.9.1.


(€millions)December 31, 2017

restated (1)December 31, 2018


VI. Statement of changes in equity

AS OF JANUARY 1, 2017 RESTATED (1) 1,137.1 (166.0) 8.8 (0.4) - (47.4) 932.1 60.9 993.0 Third party share in share capital increases ofsubsidiaries and in changes in consolidation scope - - - - - - - (2.8) (2.8)Third party share in dividend distributions of subsidiaries - - - - - - - (6.2) (6.2)Transactions between shareholders - (0.6) - - - - (0.6) (1.3) (1.9)TOTAL TRANSACTIONS BETWEEN SHAREHOLDERS - (0.6) - - - - (0.6) (10.3) (10.9)Foreign exchange translations - - (14.1) - - - (14.1) (0.7) (14.8)Actuarial gains or losses - - - - - 2.7 2.7 - 2.7 Fair value adjustment on hedge derivativesand available for sale assets - - - (1.2) - - (1.2) 1.3 0.1 OTHER COMPREHENSIVE INCOME - - (14.1) (1.2) - 2.7 (12.6) 0.6 (12.0)NET INCOME (LOSS) FOR THE YEAR 2017 RESTATED (1) - 75.9 - - - - 75.9 0.7 76.6 AS OF DECEMBER 31, 2017 RESTATED (1) 1,137.1 (90.7) (5.3) (1.6) - (44.7) 994.8 51.9 1,046.7 Third party share in dividend distributionsof subsidiaries - - - - - - - (3.2) (3.2)Transactions between shareholders - 0.6 - - - - 0.6 (0.1) 0.5 TOTAL TRANSACTIONS BETWEEN SHAREHOLDERS - 0.6 - - - - 0.6 (3.3) (2.7)Foreign exchange translations - - (11.2) - - - (11.2) 0.3 (10.9)Actuarial gains or losses - - - - - (3.4) (3.4) (0.1) (3.5)Fair value adjustment on hedge derivatives and assets measured at fair value through othercomprehensive income - - - 0.1 (1,3) - (1.2) (0.1) (1.3)Other changes in comprehensive income - - - - - - - - -OTHER COMPREHENSIVE INCOME - - (11.2) 0.1 (1,3) (3.4) (15.8) 0.1 (15.7)NET INCOME (LOSS) FOR THE YEAR 2018 - (96.4) - - - - (96.4) 2.1 (94.3)AS OF DECEMBER 31, 2018 1,137.1 (186.5) (16.5) (1.5) (1,3) (48.1) 883.2 50.8 934.0

Consolidatedreserves and

retainedearnings

Sharecapital

Items that may bereclassified to profit

or loss

Items that are notreclassified to profit

or loss

Foreignexchange

translationreserves

Fair valuereserves

Fair valuereserves not

re-classifiable to profit or loss

Otherunrealized gains/

(losses), notre-classifiable

to profit or loss

Equityattributable

to equityowners of

the parent

Non-controlling

interestsTotal

equity(€millions)




VII. Notes to the consolidated financial statements VII.1. Accounting principles and policies

VII.1.1. Accounting standards framework

VII.1.1.1. Basis underlying the preparation of the financialstatements

Pursuant to Regulation no. 1606/2002 of July 19, 2002, as amended byEuropean Regulation no. 297/2008 of March 11, 2008, the consolidatedfinancial statements for fiscal year 2018 are prepared in accordance withIFRS (International Financial Reporting Standards), as adopted by theEuropean Union and published by the International Accounting StandardsBoard (IASB). These standards are available on the following EuropeanUnion website: https://ec.europa.eu/info/business-economy-euro/company-reporting-and-auditing/company-reporting_en

The company’s financial statements are presented, for comparison pur-poses, with the financial statements for fiscal year 2017, which were pre-pared using the same accounting standards framework.

In the absence of IFRS standards or interpretations, and in accordancewith IAS 8 “Accounting Policies, Changes in Accounting Estimates andErrors”, the Transdev Group refers to other IFRS standards that addresssimilar or related issues, as well as to the conceptual framework. If nec-essary, the Group may use other standards, in particular US standards.

VII.1.1.2. General principles applied in preparing theconsolidated financial statements

The consolidated financial statements are presented in millions of euros,unless stated otherwise.

The consolidated financial statements include the financial statements ofTransdev Group and those of its subsidiaries included in the scope of consol-idation. The financial statements of the subsidiaries are drawn up for the samereference period as those of the parent company, from January 1 to Decem-ber 31, 2018, in accordance with uniform accounting policies and methods.

The consolidated financial statements are presented on a historical costbasis, with the exception of assets and liabilities held for sale measured inaccordance with IFRS 5 (lower of the net carrying amount and the net fairvalue less costs to sell) and assets and liabilities recognized at fair value:derivatives, financial instruments at fair value through profit or loss andfinancial instruments at fair value through other comprehensive income(in accordance with IAS 32 and IFRS 9).

The Transdev Group consolidated financial statements as of December31, 2018 were approved by the Board of Directors at its meeting on Feb-ruary 28, 2019.

VII.1.1.3. Standards, amendments to standards andinterpretations applicable as of fiscal year 2018

The accounting policies and valuation rules applied by the Group inpreparing the consolidated financial statements as of December 31, 2018are identical to those the Group used as of December 31, 2017, with theexception of the new standards, amendments to standards and inter-pretations of mandatory application as of January 1, 2018, which aredescribed below • IFRS 15 “Revenue from Contracts with Customers” and its amendments; • IFRS 9 “Financial Instruments” and its amendment; • IFRIC 22 “Foreign Currency Transactions and Advance Consideration”;• Amendments resulting from the IFRS annual improvement processes

(2014-2016 cycle).

The impacts of the initial application of IFRS 15 “Revenue from Contractswith Customers” and IFRS 9 “Financial Instruments” are described in noteVII.1.2.

The other standards and interpretations of mandatory application as ofJanuary 1, 2018 have not had a material impact for the Group.

VII.1.1.4. Main texts applicable after December 31, 2018and not adopted early by the Group

Main texts published by the IASB and adopted by the EuropeanUnion as of December 31, 2018• IFRS 16 “Leases”;• Amendments to IFRS 9 “Prepayment Features with Negative Compen-

sation”;• IFRIC 23 “Uncertainty over Income Tax Treatments”.

Main texts published by the IASB and not adopted by the EuropeanUnion as of December 31, 2018• Amendments to the Conceptual Framework in IFRS standards;• Amendments to IAS 19 “Modification, Reduction or Liquidation of a

Defined-Benefits Pension Plan”;• Amendments to IAS 28 “Investments in Associates and Joint Ven-

tures”;• Amendments to IFRS 3 “Business Combinations”; • Amendments to IAS 1 and IAS 8 on materiality;• Improvements as a result of the IFRS 2015-2017 annual improvement

processes.

The Group is currently assessing the impacts of the initial application ofthese texts, in particular IFRS 16 “Leases.” The following section explainsthe Group’s conclusions regarding this standard.

IFRS 16 “Leases”

PrinciplesIFRS 16, which applies to fiscal years beginning on or after January 1, 2019,and which supersedes IAS 17 and the related IFRIC and SIC interpretations,changes the method by which lessees account for leases.

IFRS 16 eliminates the distinction that was formerly made between oper-ating leases, which are currently included in off-balance sheet commit-



ments, and finance leases. All leases must now be presented in the con-solidated statement of financial position by recognizing an asset repre-senting the right to use the underlying asset and a liability representinglease payments payable over the expected term of the lease.

Application of this standard will also result in a change in the presentationof the lease payments expense in the income statement (i.e., depreciationof the right-of-use asset in current operating result and interest expensein financial income).

For contracts within the scope of IFRIC 12 “Service Concession Arrange-ments”, the entry into force of IFRS 16 will not call into question theaccounting treatment of equipment provided to the Group in consider-ation for the payment of rent; the legal form of this arrangement is a lease(see note VII.1.7.4.).

ExemptionsFor short-term leases and leases for which the underlying asset is of lowvalue, the Group plans to use the two exemptions permitted by the stan-dard and not to change the accounting for the related rental expenses(continuing to recognize the entire expense in operating result).

TransitionThe Group plans to use the modified retrospective approach and to rec-ognize the cumulative effect of the initial application of the new standardas an adjustment to the opening balance of equity as of January 1, 2019.

As of January 1, 2019, for leases previously classified as operating leasesin accordance with IAS 17, the Group will recognize in the consolidatedstatement of financial position: • a lease liability measured at the present value of the remaining lease

payments as of January 1, 2019, calculated using its incremental bor-rowing rate as of that date;

• a right-of-use asset. The Group plans to measure the right of use asfollows:– rolling stock and other transportation equipment (excluding com-

pany and service vehicles) will be measured by calculating the netcarrying amount as of January 1, 2019, as if IFRS 16 had been appliedsince the commencement date of the lease, and then discounting itusing the incremental borrowing rate as of January 1, 2019;

– other assets (in particular real estate assets) will be measured at theamount of the lease liability as of January 1, 2019, adjusted by theamount of prepaid or accrued lease payments recognized in thestatement of financial position as of December 31, 2018.

The incremental borrowing rate on the transition date will be calculatedfor each currency, maturity and country, taking into account the paymentterms for lease liabilities.

In addition, the Group plans: • to recognize leases with an initial term of more than 12 months for

which the term expires within 12 months from the date of initial appli-cation (i.e., January 1, 2019) in accordance with the proceduresdescribed above, i.e., recognition of a lease liability and a right-of-useasset as of January 1, 2019;

• for leases that were classified as finance leases in accordance with IAS17, to use as the carrying amount of the right-of-use asset and leaseliability the carrying amount of those items as of December 31, 2018.

Expected impactsThe impacts on the Group’s 2019 consolidated financial statements areexpected to be materiel due to the value of operating lease commitmentspresented applying IAS 17 (see note VII.6.3.).

The Group is currently assessing the differences between the operatinglease commitments presented applying IAS 17 as of December 31, 2018and the lease liability that will be recognized in accordance with IFRS 16in the statement of financial position as of January 1, 2019. The mainsources of differences identified to date are:• the discounting effect, which is not taken into account in the meas-

urement of off-balance sheet commitments;• short-term leases on the commencement date of the lease and leases for

which the underlying asset is of low value, which are not included in IFRS16 lease liabilities pursuant to the exemptions permitted by the standard;

• in rare cases, a different assessment of the term of the lease.

In the case of the consolidated income statement, the application of thisnew standard will increase the current operating result, EBITDA (EarningsBefore Interest, Taxes, Depreciation, and Amortization) and the interestexpense in financial income.

Conversion project management A working Group has been set up for the initial application of this standard.

Work to identify, analyze and ensure the reliability of data is being final-ized. An IT solution for processing this data and quantifying accountingimpacts is being deployed within the Group.

VII.1.2. Changes due to IFRS 15 and IFRS 9

VII.1.2.1. Initial application of IFRS 15 “Revenue fromContracts with Customers”

As of January 1, 2018, the Group has applied IFRS 15, which governs rev-enue recognition and replaces IAS 11, IAS 18 and the related IFRIC and SICinterpretations. IFRIC 12 “Service Concession Arrangements” has beenupdated but not amended (see note VII.1.7.4.).

In connection with the implementation of this new standard, the Groupthoroughly analyzed the qualitative and quantitative implications of thestandard, based on a portfolio of representative contracts in terms ofmateriality and activity.

PrincipleThe core principle of IFRS 15 is that revenue recognition should reflect thetransfer of control of goods and services promised to customers for anamount that corresponds to the consideration to which the entity expectsto be entitled.

With respect to public passenger transportation activities, which are thecontracts that are the most representative of the Group’s business, areview of multi-year service agreements showed that:• the customers are the mobility authorities (generally local authorities);• the passenger revenues retained by the Group are a method for pay-

ing the price of the service;

• under most contracts, there is only one performance obligationbecause the promise to the customer is to provide an overall service,i.e., a public transportation network management service, in whichthe identified services are interdependent components;

• customers simultaneously receive and consume the benefits of theservice as it is provided by the Group and, therefore, control is trans-ferred continuously as kilometers/hours/services are consumed.

Therefore, IFRS 15 does not generate any material change in the account-ing principles applied by the Group.

Principal/agent analysisIFRS 15 requires a review of service contracts if a third party is involved inproviding goods or services to a customer, in order to determine whetherthe Group is acting on its own behalf or as an agent.

Contract costsIFRS 15 includes provisions for the recognition of the incremental costsof obtaining a contract and the costs to fulfil a contract.

Details of these costs are provided in note VII.4.3.

Transition IFRS 15 has been applied retrospectively to contracts in progress and thecomparative figures for 2017 have been restated and are therefore nolonger presented in accordance with the prior accounting standards.



REVENUE FROM ORDINARY ACTIVITIES 6,643.2 249.1 6,892.3Cost of sales (5,879.6) (249.1) (6,128.7)Selling costs (48.3) - (48.3)General and administrative expenses (577.0) - (577.0)Other items of current operating result - - -CURRENT OPERATING RESULT 138.3 - 138.3 Other operating income and expenses (41.1) - (41.1) OPERATING RESULT 97.2 - 97.2 Share of net income (loss) of equity-accounted entities 4.6 - 4.6

o/w share of net income (loss) of joint ventures (0.2) - (0.2)o/w share of net income (loss) of associates 4.8 - 4.8

OPERATING RESULT after share of net income (loss) of equity-accounted entities 101.8 - 101.8 Net finance costs (20.3) - (20.3)Other financial income and expenses (4.4) - (4.4)Income tax expense (1.0) - (1.0)NET INCOME FROM CONTINUING OPERATIONS 76.1 - 76.1 Net income (loss) from discontinued operations 0.5 - 0.5 NET INCOME (LOSS) 76.6 - 76.6 Share of non-controlling interests (0.7) - (0.7) SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY 75.9 - 75.9

(€millions)December 31,2017 restated

December 31, 2017published

First application of IFRS 15

• Impact of the initial application of the new standard IFRS 15 on the 2017 consolidated income statement:

As a result of the initial application of the new standard IFRS 15, the Groupreclassified payments by mobility authorities in Germany for access rightsto the rail network as revenue from ordinary activities because TransdevGroup cannot be considered to be an agent for these services underIFRS 15, whereas previously the payments were presented as a reductionin the cost of sales. This has no impact on the operating result or netincome.

• Impact of the initial application of the new standard IFRS 15 on theGroup’s consolidated statement of financial position:As a result of the new standard, as of December 31, 2017, the Groupreported €2.1 million in contract costs as a separate line item; thesecosts were recorded on the “other intangible assets” line as ofDecember 31, 2017 (reclassification in the consolidated statement offinancial position, with no impact on equity).

As of January 1, 2017, initial application of IFRS 15 has had a marginalimpact on the consolidated statement of financial position and noimpact on equity.

Initial application of IFRS 15 had no impact on the 2017 statement ofcomprehensive income, the 2017 statement of changes in equity or the2017 consolidated statement of cash flows.

The accounting principles and policies applied to recognize revenue havebeen revised following the application of IFRS 15 and are explained in noteVII.1.5.

VII.1.2.2. Initial application of IFRS 9 “FinancialInstruments”

As of January 1, 2018, the Group applies IFRS 9 “Financial Instruments,”which replaces IAS 39 “Financial Instruments: Recognition andMeasurement.”

This new standard for financial instruments introduces new provisions onthe classification and measurement of financial assets and liabilities,impairment of financial assets and recognition of hedging transactions.

The accounting principles and policies applied to recognize financialinstruments have been revised following the application of IFRS 9 and areexplained in note VII.1.10.

Classification and measurement of financial assetsThe provisions of IFRS 9 on the classification and measurement of financialassets are based on the company’s business model and the characteristicsof its contractual cash flows from financial assets.

Because the Group does not hold complex financial instruments, itreviewed its portfolio of equity instruments, which consists exclusively ofnon-consolidated equity investments. Non-consolidated investments,which were previously classified as available-for-sale financial assets, weremeasured at fair value through profit or loss as of January 1, 2018. TheGroup irrevocably elected to classify certain non-consolidatedinvestments at fair value through other comprehensive income, inaccordance with the option permitted by IFRS 9, as they are not held fortrading (see note VII.9.).

Given the structure of the portfolio, the Group concluded that thedesignation had no impact on the consolidated financial statements onthe transition date.

Impairment model for financial assetsThe standard establishes a new impairment model based on expectedcredit losses (i.e., the probability that the counterparty will default over agiven time period).

The Group has analyzed the recoverability risk of its main financial assets,taking into account the nature of its counterparties (primarily localauthorities).

Upon completion of this analysis, the Group concluded that applicationof the new model did not have a material impact on the consolidatedfinancial statements upon transition.

Hedge accountingBased on the current composition of its portfolio of hedging instruments(see note VII.9.4.), IFRS 9 has no impact for the Group.

TransitionIFRS 9 has been applied retrospectively using the “simplified retrospec-tive” transition method: the comparative figures for 2017 have not beenrestated. No transition-related impact on the total amount of equity hadto be recognized as of January 1, 2018.

VII.1.3. Scope and principles of consolidation

VII.1.3.1. Principles of consolidation

Controlled entitiesThe Transdev Group fully consolidates all entities over which it exercisescontrol.

Definition of control Control exists when the Group:• holds power over an entity, and• is exposed or has rights to variable returns from its involvement with

the entity, and• has the ability to use its power over the entity to affect the amount of

its returns.

Full consolidation method The Group consolidates a subsidiary in its consolidated financialstatements from the date it obtains control of the entity to the date itceases to control the entity.

Non-controlling interests represent the equity in a subsidiary that is notdirectly or indirectly attributable to the Group.

Net income and each component of other comprehensive income areattributed to owners of the Company and to non-controlling interests.Total comprehensive income of subsidiaries is attributed to owners of theCompany and to non-controlling interests, even if this results in non-controlling interests having a deficit balance.



Change in ownership interests in consolidated subsidiaries Changes in the Group’s ownership interests in subsidiaries that do notresult in a change of control over the subsidiaries are accounted for asequity transactions, as they are transactions performed by shareholdersacting in this capacity.

The effects of these transactions are recognized in equity at their net-of-tax amount and do not therefore impact the Consolidated IncomeStatement of the Group.

These transactions are presented in the net cash from financing activitiesin the Statement of Cash Flows.

Investments in joint ventures and associates

DefinitionsAn associate is an entity over which the Group has significant influence.Significant influence is the power to participate in the financial andoperating policy decisions of the entity but is not control or joint controlof those policies.

A joint venture is a joint arrangement whereby the parties (“jointventurers”) that have joint control of the entity have rights to its netassets.

Joint control is the contractually agreed sharing of control of an entity,which exists only when decisions about the relevant activities require theunanimous consent of the parties sharing control.

Equity method The results and assets and liabilities of associates or joint ventures areincorporated in the Group’s consolidated financial statements using theequity method of accounting, except when the investment is classifiedas held for sale, in which case it is accounted for in accordance with theprovisions of IFRS 5 “Non-Current Assets Held for Sale and DiscontinuedOperations”.

Under the equity method, the investment in the associate or joint ventureis initially recognized at acquisition cost and is adjusted thereafter toreflect the Group’s share of the net income and other comprehensiveincome of the associate or joint venture.

An investment is accounted for using the equity method from the dateon which the entity becomes an associate or joint venture. On acquisitionof the investment in an associate or joint venture, any excess of the costof the investment over the Group’s share of the net fair value of theentity’s identifiable assets and liabilities is recognized as goodwill; thisgoodwill is integrated in the line “Investments in joint ventures” or“Investments in associates”. Any excess of the net fair value of the entity’sidentifiable assets and liabilities over the cost of the investment isrecognized in profit or loss.

Presentation of the share of net income of the Group's equity-accountedentities in the consolidated income statementFollowing the coming into force of Recommendation No. 2013-01 issuedby the French Accounting Standards Authority (Autorité des NormesComptables, ANC) on April 4, 2013, and if the activities of the equity-

accounted entities are in line with the Group’s activities, the share of netincome of the Group's equity-accounted entities is included in the line"Operating result after share of net income (loss) of equity-accountedentities”.

When a Group entity transacts with an associate or joint venture of theGroup, profits and losses resulting from the transaction with the associateor joint venture are recognized in the Group’s consolidated financialstatements solely to the extent of interests held by third parties in theassociate or joint venture.

Impairment tests The requirements of IFRS 9 “Financial Instruments” are applied todetermine whether it is necessary to test for impairment with respect tothe investment in an associate or joint venture. When necessary, theentire carrying amount of the investment (including goodwill) is testedfor impairment in accordance with IAS 36 “Impairment of Assets”.

Loss of significant influence or joint control The equity method is no longer applied from the date the investmentceases to be an associate or a joint venture. If the Group retains a residualinterest in the entity and that interest is a financial asset, the financial assetis measured at fair value at the date the investment ceases to be anassociate or a joint venture.

If an investment in an associate becomes an investment in a joint venture,or vice versa, the equity method continues to be applied and the changein ownership interest does not trigger remeasurement to fair value.

Investments in joint operations

DefinitionA joint operation is a joint arrangement whereby the parties (“jointoperators”) that have joint control of the arrangement have direct rightsto the assets, and obligations for the liabilities, relating to thearrangement.

Accounting for joint operations As a joint operator in a joint operation, the Group recognizes in relationto its interest in the joint operation: • its assets, including its share of any assets held jointly; • its liabilities, including its share of any liabilities incurred jointly; • its revenue from the sale of its share of the output arising from the

joint operation; • its share of the revenue from the sale of the output generated by the

joint operation; • its expenses, including its share of any expenses incurred jointly.

As a joint operator, the Group accounts for the assets, liabilities, revenuesand expenses relating to its interest in a joint operation in accordancewith the IFRSs applicable to the particular assets, liabilities, revenues andexpenses.



VII.1.3.2. Transactions impacting the consolidation scope

Business combinations and goodwillBusiness combinations are accounted for using the acquisition method,as defined in IFRS 3. Under this method, identifiable assets acquired andliabilities assumed of the entity acquired are recognized at their fair valueon the acquisition date.

Goodwill generated by a business combination is measured as the excessof the total consideration transferred, the amount of any non-controllinginterest and, if applicable, the fair value of any previously held interest,over the net of the amounts, on the acquisition date, of identifiable assetsacquired and liabilities assumed. This goodwill is measured in thefunctional currency of the entity acquired and is recognized as an assetin the statement of financial position.

On the acquisition date, the Group may elect, for each transaction, tomeasure non-controlling interests at either fair value (full goodwillmethod) or at the proportionate share in the fair value of the acquiredentity’s identifiable net assets (partial goodwill method).

Pursuant to IFRS, goodwill is not amortized but is subject to impairmenttests performed annually, and more frequently if there are indications thatcall into question the carrying amounts recognized as assets in theconsolidated statement of financial position (see note VII.1.9.).

If a business combination is made on particularly advantageous terms,negative goodwill is recognized. The corresponding gain is recognizedas income on the acquisition date.

Acquisition-related costs are recognized in profit or loss in the periods inwhich the costs are incurred and the services received.

Pursuant to IFRS 3, the Group has a measurement period in which tofinalize recognition of business combinations. This period ends when allnecessary information has been obtained and no later than one year fromthe acquisition date.

When accounting for acquisitions of joint ventures, the Group applies theacquisition method, as defined by IFRS 3 “Business Combinations”.

Assets/liabilities classified as held for sale, discontinued operationsIFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”,specifies the accounting treatment applicable to assets held for sale andthe presentation of and information to be disclosed about discontinuedoperations.

In particular, it requires that assets held for sale be presented separatelyin the consolidated statement of financial position at the lower of theircarrying amount or their fair value, less sale costs, when the criteria underthe standard are satisfied.

When the Group is committed to a sale process leading to the loss of con-trol of a subsidiary, all assets and liabilities of that subsidiary that are mate-rial for the Group are reclassified as held for sale where the classificationcriteria set by the standard are met, irrespective of whether the Groupretains a residual interest in the entity after sale.

In addition, the standard requires that the results of discontinuedoperations be presented separately in the consolidated incomestatement, retrospectively, for all periods presented.

VII.1.4. Translation of foreign subsidiaries'financial statements and foreigncurrency transactions

VII.1.4.1. Translation of foreign subsidiaries’ financialstatements

Statements of financial position, income statements and statements ofcash flows of subsidiaries whose functional currency is different from theparent company’s presentation currency are translated into the currencyused to present the consolidated financial statements at the applicableexchange rate, i.e., the year-end rate for statement of financial positionitems and the average annual rate for income statement and cash flowstatement items. Foreign exchange translation gains and losses arerecognized in equity as other comprehensive income.

The exchange rates of the major currencies of non-euro countries usedin preparing the consolidated financial statements were as follows:

VII.1.4.2. Foreign currency transactions

In general, the functional currency of the Group’s subsidiaries is their localcurrency. Transactions denominated in foreign currency are translatedby the subsidiaries into their functional currencies at the rate of exchangeprevailing at the transaction date. Monetary assets and liabilitiesdenominated in foreign currency are translated by the subsidiaries intotheir functional currencies at the year-end exchange rate. The resultingforeign exchange gains and losses are recorded in income for the period.

Loans to a foreign subsidiary for which payment is neither planned norprobable in the foreseeable future are essentially a portion of the Group’snet investment in that foreign operation. Foreign exchange gains and losseson monetary items that are part of a net investment are recognized directlyin other comprehensive income as foreign exchange translation adjustments,and are released to income on the disposal of the net investment.

Foreign exchange gains and losses on borrowings denominated in foreigncurrencies or foreign currency derivatives used to hedge net investmentsin foreign subsidiaries are recognized in other comprehensive income asforeign exchange translation adjustments. Amounts recognized in othercomprehensive income are released to income on the sale date of therelevant investment.



AVERAGE RATE 2017 2018U.S. Dollar 1,1293 1,1815Australian Dollar 1,4729 1,5799Swedish Krona 9,6369 10,2567CLOSING RATE 2017 2018U.S. Dollar 1,1993 1,1450Australian Dollar 1,5346 1,6220Swedish Krona 9,8438 10,2548

€1 = X foreign currency

Non-monetary assets and liabilities denominated in foreign currenciesthat are measured at historical cost are translated using the exchange rateon the date of the transaction. Non-monetary assets and liabilitiesdenominated in foreign currencies that are measured at fair value are translated using the exchange rate on the date that fair value ismeasured.

VII.1.5. Operational activities

VII.1.5.1. Revenue from ordinary activities

Sales of services (IFRS 15)

Five-step modelIFRS 15 “Revenue from Contracts with Customers,” which is applicable asof January 1, 2018 (see note VII.1.2.), establishes a five-step model fordetermining when to recognize revenue and in what amount. The generalprinciple of the model is that all companies should recognize revenue onthe basis of the transfer of goods or services promised to customers foran amount that corresponds to the consideration they expect to receivein exchange for such goods or services.

The Group’s primary business is the public transportation of passengers.It consists in managing a portfolio of multi-year contracts that can havevery different characteristics (modes of transport, start date, term, marginprofiles and compensation terms, indexation formulas, etc.). In the vastmajority of cases:• a performance-related system of bonuses/penalties is applied to these

contracts. They are calculated and settled over periods ranging frommonth to year and are approved by the governance bodies of themobility authorities;

• contracts usually have revenue per unit of work (kilometers, hours,etc.) that is stable over time, assuming constant modes of transporta-tion.

The customers are the mobility authorities (generally local authorities).

Under most contracts, the promise to the customer is to provide an over-all service, i.e., a public transportation network management service, inwhich the identified services are interdependent components. The maincosts for providing this overall service are primarily for rolling stock(depreciation, leasing, financing), payroll, energy (electricity, fuel, hydro-gen) and maintenance.

The mobility authorities simultaneously receive and consume the benefitsof the service as it is provided by the Group. They verify the public serviceprovided as it is provided (i.e., as kilometers/hours/services are con-sumed).

Principal/agent analysisIf a third party is involved in providing goods or services to a customer,an entity must determine whether it is acting on its own behalf (principal:revenue recognized is the gross amount to which the entity expects tobe entitled in consideration for the specified good or service provided)or as an agent (agent: revenue recognized is a net amount equal to thecommission to which the entity expects to be entitled in considerationfor the arrangements made for the specified good or service to be pro-vided by the third party).

The key principle is that an entity acts as a principal if it obtains control ofthe promised good or service before it is transferred to the customer.

The standard provides three indicators that an entity acts as a principal:• the entity has primary responsibility for fulfilling the promise, includ-

ing responsibility for the acceptability of the good or service and itscompliance with the customer's specifications;

• the entity bears the risks associated with holding inventory, eitherbefore the goods are transferred to the customer or in the event of areturn;

• the entity has the discretion to set the prices the customer pays forthe goods or services.

The Group most often acts as a principal, in particular regarding accessrights to the rail network in Germany (see note VII.1.2.) and taxes and con-tributions.

Contract costsIFRS 15 requires capitalizing the costs of obtaining contracts if both of thefollowing conditions are met:• these costs must be incremental, i.e., costs the entity would not have

incurred if it had not obtained the contract; and • the entity expects to recover them, i.e., the entity expects that the

profit generated by the contract will be sufficient to absorb thesecosts.

The standard also addresses costs incurred to perform a contract. If theaccounting treatment for such costs is not prescribed by another IFRSstandard and they come within the scope of IFRS 15, the costs of perform-ing the contract must be recognized as an asset only if they meet the fol-lowing three conditions: • they relate directly to the contract;• they generate or enhance resources of the entity that will be used to

satisfy its performance obligations in the future; and • the entity expects to recover them.

Costs incurred to fulfil a contract that are recognized as an asset includecertain costs incurred after the Group has been selected as a preferredbidder (restricted bid procedure) in a bidding process but before itreceives any payment from customers.

Capitalized contract costs are amortized over the term of the contracts.Impairment is recognized if their carrying amount, less amortization,exceeds the economic benefits expected from the contract.

Concession arrangements (IFRIC 12)See note VII.1.7.4. on concession arrangements.



VII.1.5.2. Inventories

In accordance with IAS 2 “Inventories”, inventories are measured at thelower of cost or net realizable value. Net realizable value is the estimatedselling price in the ordinary course of business, less the estimated costsof completion or the estimated costs necessary to make the sale.

VII.1.6. Pension plans and other post-employment benefits

Transdev Group and its subsidiaries have set up several pension plans.

VII.1.6.1. Defined-contribution plans

Defined-contribution plans are plans under which the Group (or a Groupentity) pays an agreed contribution to a separate entity, relieving it of anyliability for future payments.

These obligations are recognized as an expense when due.

VII.1.6.2. Defined-benefit plans

Defined-benefit plans are plans that do not meet the definition of adefined-contribution plan. The net obligations of each Group entity arecalculated for each plan based on an estimate of the amount employeeswill receive in exchange for services rendered during the current and pastperiods. This amount is then discounted to present value and the fair valueof plan assets is deducted.

If the calculation shows a plan surplus, the asset is recognized for themaximum of the total present value of profits, in the form of futurerepayments or reductions in plan contributions. In such a case, the plansurplus is recognized in non-current financial assets.

Certain obligations of the Group or Group entities may carry repaymentrights, corresponding to a commitment by a third party to repay, in fullor in part, the expenses related to these obligations. Repayment rightsare recognized in financial assets.

For the purpose of financing defined-benefit plans, the Group may makevoluntary payments to pension funds. If applicable, such voluntarypayments are presented on the consolidated statement of cash flows innet cash generated by the activity, in the same manner as other employercontributions paid.

Employee benefit obligations of the Group are calculated using the projectedcredit unit actuarial method. This method is based on the probability ofpersonnel remaining with companies in the Group until retirement,foreseeable changes in remuneration, the appropriate discount rate and, insome jurisdictions, on the length of the operated public service contracts.Specific discount rates are adopted for each currency zone. They aredetermined based on the yield offered by bonds issued by top-qualitycompanies (rated AA) or treasury bonds or equivalent where the market isnot liquid, with maturities equivalent to the average term of the plans

valued in the relevant regions. This results in the recognition of pension-related assets or provisions in the consolidated statement of financialposition, and the recognition of the related net expenses.

Pursuant to IAS 19 “Employee Benefits”, actuarial gains and losses related topost-employment benefits are recognized in other comprehensive income.

VII.1.7. Contractual assets

VII.1.7.1. Intangible assets excluding goodwil

NatureIntangible assets are identifiable non-monetary assets without physicalsubstance. They include mainly access fees paid to local authorities underpublic service contracts, the value of contracts and portfolios acquiredin connection with business combinations, assets constituted underagreements (IFRIC 12), trademarks, patents, licenses, software andoperating rights.

Recognition in the consolidated statement of financial positionIntangible assets (excluding goodwill) are recognized at historicalacquisition cost, less accumulated depreciation and any accumulatedimpairment losses.

Useful life and impairmentIf intangible assets have a definite useful life, they are amortized on astraight-line basis over their useful life, unless another systematicamortization basis better reflects the rate of consumption of the asset.

Useful lives are as follows:

All intangible assets excluding goodwill are subject to impairment testingannually, as soon as there are indicators that may call into question thevalue recognized in assets in the consolidated statement of financialposition (note VII.1.9.).

VII.1.7.2. Property, plant and equipment

Recognition in the statement of financial positionProperty, plant and equipment are accounted for at historical acquisitioncost to the Group, less accumulated depreciation and any accumulatedimpairment losses.

Borrowing costs incurred to finance the acquisition andconstruction of installationsBorrowing costs for the purpose of financing the acquisition andconstruction of specific installations that are incurred during theconstruction period are included in the cost of these assets, in accordancewith IAS 23 “Borrowing Costs”.



Range of useful lives in number of years (1)

Contractual rights contract-basedPortfolios based on a period covering 80% of discounted flowsPurchased software 3 to 10 years

(1) The range of useful lives is due to the diversity of relevant assets.

Investment grants for property, plant and equipmentIn accordance with the option offered by IAS 20 “Accounting forGovernment Grants and Disclosure of Government Assistance”,investment grants are deducted from the gross carrying amount of theassets for which they were received. They are recognized as a reductionin the depreciation charge over the useful life of the depreciable asset.

If construction of an asset takes place over more than one period, theportion of the grant not yet used is recorded as a liability in “other liabilities”.

DepreciationProperty, plant and equipment are recorded by component and eachcomponent is depreciated over its useful life. Tangible assets are mainlydepreciated on a straight-line basis over their useful life, unless anothersystematic depreciation basis better reflects the rate of consumption ofthe asset.

In the case of buses and coaches, an analysis of maintenance costs led theGroup to deem that each vehicle is a homogenous and coherent wholeand therefore, under IFRS, constitutes a single component. However, theGroup’s rail equipment can be broken down into several components.

The range of useful lives used for the Group is as follows, by type of fixedassets:

Finance leasesA finance lease is a contract that transfers to the Group substantially allthe risks and rewards incidental to ownership of an asset.

In accordance with IAS 17, Leases, assets financed by finance leases areinitially recognized at the lower of fair value or the present value ofminimum lease payments.

IAS 17 will be replaced by IFRS 16 as of January 1, 2019 (see note VII.1.1.4.).

VII.1.7.3. Operating leases

The operating leases meet the analysis criteria set out in IAS 17. Paymentsmade for the purpose of operating leases are recognized as expenses inthe consolidated income statement on a straight-line basis over the leasecontract term.

IAS 17 will be replaced by IFRS 16 as of January 1, 2019 (see note VII.1.1.4.).

VII.1.7.4. Concession assets

Group’s assetsA share of the Group’s assets is used in connection with concession orpublic service management contracts granted by public sector customers(“concession grantors”) or signed by concessionaires purchased by theGroup pursuant to total or partial privatizations. The characteristics ofthese contracts vary significantly by country.

Nevertheless, they generally provide, directly or indirectly, for theconcession grantor’s involvement in determining the service and com-pensation therefor, as well as the return of assets at the end of thecontract necessary to perform the service.

IFRIC Interpretation 12 “Service Concession Arrangements” is applicableto concession arrangements comprising a public service obligation andmeeting the following criteria:• the concession grantor controls or regulates the services to be

provided by the operator using the asset, the infrastructure, the ben-eficiaries of the services and prices applied; and

• the concession grantor controls the residual economic value of theinfrastructure at the end of the arrangement.

Pursuant to IFRIC Interpretation 12, such infrastructures are not recognizedas fixed assets of the operator, but as financial assets (“financial assetmodel”) and/or intangible assets (“intangible asset model”), dependingon the compensation paid by the concession grantor.

Financial asset modelThe financial asset model applies if the operator has an unconditionalright to receive cash or another financial asset from the concessiongrantor, in remuneration for concession services.

In the case of concession services, the operator has such an unconditionalright if the concession grantor contractually guarantees payment of:• amounts specified or determined in the contract, or• any shortfall, i.e. the difference between amounts received from users

of the public service and amounts specified or determined in thecontract.

Financial assets resulting from the application of IFRIC Interpretation 12are recorded in the consolidated statement of financial position under aseparate heading entitled “Operating financial assets”. They are recognizedat amortized cost.

Unless otherwise indicated in the contract, the effective interest rateretained is equal to the weighted average cost of capital of the entitiescarrying the relevant assets.

Cash flows associated with these operating financial assets are includedin the consolidated statement of cash flows in net cash used in investingactivities.

In accordance with IFRS 9 “Financial Instruments,” these assets areimpaired using a model based on expected credit losses.

The portion that matures in less than one year is presented in “Currentoperating financial assets”, and the portion that matures in more thanone year is presented in “Non-current operating financial assets”.



Property, plant and equipment Range of useful lives in number of years (1)

Buildings 20 to 25 yearsInstallations, fixtures and improvements 8 to 15 yearsGeneral plant assets 10 yearsMachinery and equipment 5 to 10 yearsComputer equipment 3 to 5 yearsOffice equipment and furniture 3 to 10 yearsCoaches and buses 6.5 to 16 yearsTaxis, shuttles and minibuses 3 to 8 yearsLocomotive frames / bogies / cabs 24 yearsLocomotive engines 18 to 24 yearsHeavy lifting equipment for overhaul of rolling stock 8 years

(1) The range of useful lives is due to the diversity of relevant assets and to the ways assetsare used.

Revenue from ordinary activities associated with this financial modelincludes remuneration of the operating financial asset accounted for inRevenue from operating financial assets (excluding principal payments)and also the compensation for the service.

Intangible asset modelThe intangible asset model applies if the operator is paid by the users orif the concession grantor makes no contractual guarantee concerningthe recoverable amount. The intangible asset corresponds to the rightgranted by the concession grantor to the operator to charge users of thepublic service as compensation for the concession services.

Intangible assets resulting from the application of IFRIC Interpretation 12are recognized in the consolidated statement of financial position undera separate heading entitled “Concession intangible assets”. These assetsare generally amortized on a straight-line basis over the term of the contract.

Outgoing cash flows, i.e. disbursements, associated with infrastructureconstruction pursuant to “intangible asset model” concession arrangementsare presented in the consolidated statement of cash flows in net cashfrom investing activities, and incoming cash flows are presented in netcash generated by the activity.

Under the intangible asset model, revenue from ordinary activitiescorresponds to compensation for the service.

Mixed or bifurcation modelThe choice of the financial asset or intangible asset model depends onthe existence of payment guarantees made by the concession grantor.

However, certain contracts may include a payment commitment on thepart of the concession grantor covering only part of the investment, withthe balance covered by fees charged to users.

In such a case, the investment amount guaranteed by the concessiongrantor is recognized using the financial asset model and the balance isrecognized using the intangible asset model.

Investment grants related to concession arrangementsInvestment grants received in connection with concession arrangementsare generally vested and are therefore not repayable.

In accordance with the option offered by IAS 20, these grants arepresented as a deduction from intangible assets or financial assets,depending on the model chosen when the concession arrangement isinterpreted (IFRIC 12): • under the intangible asset model, investment grants reduce

amortization expense for intangible assets within the scope of theconcession over the residual term of the concession arrangement,

• under the financial asset model, investment grants are treated as amethod of repaying the operating financial asset.

Assets provided to the Group by concession grantorsUnder certain concession arrangements, the rolling stock is provided tothe Group in consideration for the payment of lease installments, inwhich case the legal form of the arrangement is a lease contract. At thesame time, the concession grantor grants the Group unconditional reim-bursement rights in an equivalent amount.

Due to the fact that the concession grantors control the use of the rollingstock, the Group cannot apply IAS 17 to these contracts. Therefore, thesefuture lease payments are treated as the acquisition cost of the concessioncontract, and their present value is reported in the “Provision of rollingstock under concession arrangements - non-current part” and “Provisionof rolling stock under concession arrangements - current part” items ofthe consolidated statement of financial position. These liabilities are notincluded in the definition of the Group's “Net Financial Debt” indicatorbecause they are future lease payments for rolling stock that are fullysecured by revenues, of the same amount and with the same maturities, tobe paid by the concession grantors.

The reimbursement rights, of an equivalent amount, are classified as“Non-current operating financial assets” and “Current operating financialassets” in the consolidated statement of financial position.

These transactions have no impact on the consolidated statement of cashflows throughout the term of the contract.

In the consolidated income statement, amounts paid by concessiongrantors are set off against the lease installments the Group pays for therolling stock provided to it.

VII.1.8. Provisions

In accordance with IAS 37 “Provisions, Contingent Liabilities andContingent Assets,” provisions are recognized if, at the end of the fiscalyear, the Group owes a present legal or constructive obligation to a thirdparty as a result of a past event, it is probable that discharging thisobligation will result in an outflow of resources representing economicbenefits for the company, and the amount of this obligation can beestimated reliably as of the balance sheet date.

In the event of restructuring, an obligation exists if, prior to year-end, therestructuring has been announced and a detailed plan produced orimplementation has commenced. No provision is recognized for futureoperating costs.

Provisions covering outflows after more than one year are discounted if theimpact is material. The discount rates used reflect current assessments ofthe time value of money and specific risks associated with the obligation.The effects of the unwinding of discounted provisions are recorded in theincome statement, under the heading “Other financial income and expenses”.

VII.1.9. Impairment of fixed assets and non-financial assets

The carrying amounts of non-financial assets, other than inventory anddeferred tax assets, are reviewed at year-end to determine if there is anyindication that the value of an asset has become impaired. If such indicationexists, the recoverable amount (equal to the higher of fair value less coststo sell and value in use) of the asset or Group of assets is estimated.

Goodwill and intangible assets with an indefinite useful life are systematicallytested for impairment at year-end following the updating of the long-term plan and at any other time if there is any indication of impairment.



If the recoverable amount calculated is less than the net carrying amountof an asset or group of assets, an impairment loss is recognized.

Impairments of fixed assets may be reversed, except impairments ofgoodwill.

VII.1.9.1. Goodwill and impairment testing

A cash generating unit (CGU) is the smallest identifiable group of assetsthat generates cash inflows that are largely independent of the cash flowsgenerated by other assets or groups of assets. In light of the Group’sbusiness, cash generating units generally coincide with a country.

For the purposes of impairment testing, as of the acquisition date,goodwill is allocated to each cash generating unit or group of cashgenerating units that should benefit from the business combination.

A cash generating unit to which goodwill is allocated is subject toimpairment testing every year, as well as any time there is an indicationthat the CGU has suffered an impairment loss, by comparing the carryingamount of the CGU, including goodwill, with its recoverable amount.

Therefore, changes in the overall economic and financial context, dete-rioration in local economic environments and changes in performancesare among the external indicators of impairment that the Group analyzesto determine if impairment tests should be conducted more frequently.

If applicable, impairment of goodwill is recognized in the operating result,in “Other operating income and expenses”; it is definitive.

VII.1.9.2. Measuring recoverable amounts

The need to recognize an impairment loss is determined by comparingthe carrying amounts of a CGU or group of CGUs and their recoverableamounts.Recoverable amount is defined as the higher of fair value less costs to selland value in use.

Fair value less costs to sell is measured on the basis of available informationenabling the best estimate of sale value less the costs necessary to makea sale, under normal competitive conditions between well-informed andconsenting parties.

The value in use measured by the Group is equal to the present value offuture cash flows from CGUs or groups of CGUs, taking into account theirresidual value, on the basis of the following factors: • Projected cash flows are based on the long-term plan prepared during

the first semester and subsequently revised. This plan covers the yearin progress and the next six years. This period corresponds to theaverage duration of the Group’s portfolio of long-term contracts andits short-term business activities;

• Final values are measured on the basis of the present value of projectedcash flows for the last year of the long-term plan (2024). These cashflows are estimated for each CGU on the basis of a continuous growthrate that takes factors such as inflation into account;

• A discount rate (weighted average cost of capital) is determined foreach asset and cash generating unit. This rate corresponds to a risk-

free rate, increased by a risk premium weighted on the basis of specificcountry risks (see note VII.2.). Therefore, the discount rates estimatedby management for each cash generating unit reflect currentassessments of the market, the time value of money and country risksspecific to the CGU only ; other risks are included in future cash flows;

• Investments included in cash flow projections are investments thatmake it possible to maintain the level of economic benefits that theassets should generate in their current condition and to satisfycontractual obligations;

• Restructuring plans not yet implemented are not included in the cashflow projections used to measure value in use.

VII.1.10. Financial instruments

VII.1.10.1. Classification and measurement of financialassets and liabilities

Measurement, recognition and derecognition of financial assetsUnder IFRS 9, all financial assets must be recognized according to one ofthe following three classification categories:• assets at amortized cost; • assets at fair value through other comprehensive income; • assets at fair value through profit or loss.

The classification of a financial asset in each of these categories dependson the business model applied to it and the characteristics of itscontractual cash flows.

Financial assets are initially recognized at fair value, less transaction costs,if the relevant assets are not subsequently measured at fair value inincome. In the case of assets measured at fair value in income, transactioncosts are recognized directly in income.

Assets at amortized costThis category includes loans to investments, operating financial assets,other loans and receivables and trade receivables. After initial recognitionat fair value, these instruments are recognized and measured at amortizedcost using the effective interest rate method (EIR).

Net gains and losses on loans and receivables consist of interest incomeand impairment losses.

Assets measured at fair value through profit or lossThis category includes among others:• the majority of non-consolidated investments, which are almost all

shares of unlisted companies; • derivatives that do not qualify as cash flow hedges.

Net gains and losses on assets measured at fair value in the income state-ment consist of interest income, dividends and fair value adjustments.

Assets at fair value through other comprehensive incomeThis category includes equity instruments not held for trading for whichthe Group has irrevocably elected, instrument by instrument, and as ofinitial recognition, to recognize changes in fair value in other compre-hensive income. Other assets at fair value through other comprehensive income mainlycorrespond to cash flow hedging derivatives (see below).



Derecognition of financial assetsThe Group derecognizes a financial asset when the contractual rights tothe cash flows from the asset expire or when it transfers the contractualrights to the cash flows from the financial asset pursuant to a transactionunder which nearly all the rights and obligations inherent to ownershipof the financial asset are transferred. Any interest created or retained bythe Group in financial assets transferred is recognized separately as anasset or liability.

Cash and cash equivalentsCash equivalents are held to meet short-term cash commitments. For aninvestment to be considered a cash equivalent, it must be easily convert-ible into a known amount of cash and have negligible risk of a change invalue, thereby meeting the criteria of IAS 7 “Statement of Cash Flows”.

Cash and cash equivalents include all cash balances, certain term deposits,negotiable debt instruments and cash UCITS.

Cash and cash equivalents are measured at fair value in income.

Bank overdrafts repayable on demand that form an integral part of theGroup's cash management policy represent a component of cash andcash equivalents for the purposes of the statement of cash flows.

Recognition and measurement of financial liabilitiesWith the exception of trading liabilities and liability derivative instrumentsthat are measured at fair value, borrowings and other financial liabilitiesare initially recognized at fair value, less transaction costs, and are subse-quently measured at amortized cost using the effective interest ratemethod (EIR).

The effective interest rate is the rate that exactly discounts future cashpayments or receipts over the estimated term of the financial instrumentor, if applicable, over a shorter period, enabling calculation of the net car-rying amount of the financial asset or liability.

Recognition and measurement of derivative instrumentsThe Group uses derivative financial instruments primarily to hedge itsexposure to foreign exchange, interest rate and commodities risks result-ing from its operating, financial and investment activities. Certain trans-actions carried out in accordance with the Group’s risk managementpolicy that do not meet hedge accounting criteria are recorded as tradinginstruments.

Derivative instruments are recognized at fair value in the consolidatedstatement of financial position. Other than the exceptions detailed below,changes in the fair value of derivative instruments are recognized in theconsolidated income statement. The fair value of derivatives is estimatedusing standard valuation models that take into account active market data.

Net gains or losses on instruments at fair value in the consolidated incomestatement (trading) correspond to flows exchanged and the change inthe value of the instrument.

Derivative instruments may be classified as hedges under one of threetypes of hedging relationship: fair value hedge, cash flow hedge or hedgeof a net investment in a foreign operation:• a fair value hedge is a hedge of exposure to changes in the fair value

of a recognized asset or liability, or an identified portion of such an

asset or liability, that is attributable to a specific risk (in particular,interest rate or foreign exchange risk) and could affect net income forthe period;

• a cash flow hedge is a hedge of exposure to variations in cash flowsthat are attributable to a specific risk associated with a recognizedasset or liability or a highly probable forecast transaction (such as afuel purchase) and could affect net income for the period.

VII.1.10.2. Impairment of financial assets

IFRS 9 requires the use of a prospective impairment model based onexpected credit losses over the life of financial assets for which credit riskhas increased significantly since initial recognition, taking into accountall reasonable and supportable information, including forward-lookinginformation.

The Group has opted for the simplified method to measure impairmentlosses on trade receivables.

VII.1.10.3. Hedge accounting

An asset, liability, firm commitment or highly probable forecast cash-flowqualifies for hedge accounting if:• the hedging relationship is precisely defined and documented at the

inception date;• the effectiveness of the hedge is demonstrated at the outset and by

regular subsequent verification of the correlation betweenmovements in the market value of the hedging instrument and thehedged item.

The use of hedge accounting has the following consequences:• in the case of fair value hedges of existing assets and liabilities, the

hedged portion of these items is measured at fair value in the consol-idated statement of financial position. Changes in fair value are rec-ognized in the consolidated income statement, where they are set offagainst matching changes in the fair value of the hedging financialinstruments, to the extent they are effective;

• in the case of cash flow hedges, the effective portion of changes infair value of the hedging instrument is recognized directly in othercomprehensive income, and changes in the fair value of the underly-ing item are not recognized in the consolidated statement of financialposition. The ineffective portion of fair value variations is recognizedin income. Amounts recognized in other comprehensive income arereleased to income in the same period or periods in which the assetacquired or liability issued impacts income.

VII.1.10.4. Financial items in the consolidated incomestatement

Finance costs consist of interest payable on borrowings, calculated usingthe amortized cost method, and losses on interest rate derivatives,whether or not classified as hedges.Interest expenses included in payments under finance leases arerecognized using the effective interest rate method.



Income from financial indebtedness includes gains on interest rate deriv-atives, whether or not classified as hedges, and income from investmentsof cash and cash equivalents.

Interest income is recognized in the consolidated income statementwhen earned, using the effective interest rate method.

Other financial income and expenses primarily include income fromfinancial receivables calculated using the effective interest rate method,dividends, foreign exchange gains and losses, impairment losses onfinancial assets and the unwinding of discounted provisions.

VII.1.10.5. Principles for measuring fair value of financialassets and liabilities

The fair value of all financial assets and liabilities is measured at year-end,either for recognition in the accounts or disclosure in the notes to thefinancial statements (see note VII.9.5.).

Fair value is determined:• based on quoted prices in an active market (level 1); or• using internal valuation techniques involving standard mathematical

calculation methods integrating observable market data (forwardrates, interest rate curves, etc.). Valuations produced by these modelsare adjusted to take into account a reasonable change in the creditrisk of the Group or the counterparty (level 2); or;

• using internal valuation techniques integrating parameters estimatedby the Group in the absence of observable data (level 3).

VII.1.11. Income tax

Income tax (expense or credit) includes current tax expense (or credit)and deferred tax expense (or credit).

Temporary differences and tax losses generally result in the recognitionof deferred tax assets or liabilities.

Deferred tax assets resulting from temporary differences are recognizedonly if it is probable that:• sufficient taxable temporary differences will be available within the

same tax entity or the same tax group, and it is likely that they willreverse during the period in which these deductible temporary differ-ences will arise or during the periods in which the tax loss resultingfrom the deferred tax asset may be carried forward or back;

• the Group will have future taxable profits against which the asset canbe set off.

At each year-end, the Group reviews the recoverable amount of deferredtax assets associated with significant tax loss carryforwards. Deferred taxassets associated with such tax losses are not recognized or are reducedif facts and circumstances specific to each relevant company or tax groupso require, in particular if: • the time frame of projections and uncertainties about the economic

environment no longer allow an assessment of the level of probabilitythat they will be used;

• the companies have not begun to use these losses;• the time frame of foreseeable use exceeds the deferral period author-

ized by the tax laws and/or a period of about five years from the endof the relevant fiscal year; or

• a set-off against future taxable profits appears uncertain due to the risk of diverging interpretations concerning the application of taxlaws.

Deferred tax balances are calculated on the basis of the tax situation ofeach company or the overall results of all companies within the relevanttax consolidation scope, and the net amount is recognized as an asset orliability in the statement of financial position by tax entity.

Deferred tax assets and liabilities are adjusted to take into account theeffect of amendments to the tax laws and changes in tax rates in force atyear-end. Deferred taxes are not discounted.

VII.2.Use of management estimates in applying Group accountingstandards

Transdev may make estimates and use assumptions that affect thecarrying amount of assets, liabilities, revenue and expenses, as well as thedisclosures concerning contingent assets and liabilities. The actual futureresults may be appreciably different from these estimates.

Underlying estimates and assumptions are made based on pastexperience and other factors considered as reasonable given thecircumstances. They act as a basis for making judgments necessary formeasuring the carrying amounts of assets and liabilities, which cannot beobtained directly from other sources. Actual values may differ from theseestimates.

All of these estimates are based on an organized process for collectingforecast information on future flows, after validation by operating management,and on anticipated market data based on external indicators, which areused in accordance with consistent and documented methodologies.

Underlying estimates and assumptions are reviewed on an ongoing basis.The impact of changes in accounting estimates is recognized in theperiod the change is made.

Accounting estimates are made in an environment where market trendscan be rapid and significant and the consequences of which may make itmore difficult for the Group to make estimates. In this context, theconsolidated financial statements for the period were prepared based onthe current environment, particularly with respect to the estimatespresented below.

The Group’s key estimates used in preparing its consolidated financialstatements concern: • the measurement of provisions (note VII.11.) and employee benefits

(note VII.5.2). In determining these provisions, Transdev has used thebest estimates of these obligations. In particular, the estimate ofprovisions for self-insurance and claims in the United States is basedon an estimate of litigation settlements and an actuarial valuation,which takes into account factors such as claim ratio (claim frequency



and size), the progress of litigation and disputes not yet identified.These factors are based on judgments, which are a source ofuncertainty;

• measurement of non-current assets or groups of assets held for sale(notes VII.1.3., VII.3.3. and VII.10.). The Group had to use its judgmentto determine the fair value less costs to sell of groups of assets heldfor sale;

• pending legal or arbitration proceedings (note VII.16.). In accordancewith the criteria of IAS 37 “Provisions, Contingent Liabilities andContingent Assets”, the Group has determined that, as of December31, 2018, no provision or accrued income should be recognized inconnection with ongoing legal or arbitration proceedings when theiroutcome is considered highly uncertain or the financial consequencesthereof are not quantifiable to date.

• determining the recoverable amounts of goodwill, intangible assets,and property, plant and equipment. Note VII.7. presents the futurecash flow and discount rate assumptions used to measure therecoverable amounts of these assets. Sensitivity analyses were alsoperformed and are presented in the aforementioned note.

• the amounts of deferred tax assets and liabilities, as well as the incometax expense recognized (note VII.13.). These balances reflect theGroup’s tax position and are based on the best estimates available tothe Group of future taxable profits and the outcome of tax audits inprogress.

For the purposes of these estimates, the Group used the followingmethodology for calculating discount rates:• application of IAS 36 ”Impairment of assets”: the discount rates used

correspond to the weighted average cost of capital, calculated at theend of the second semester of 2018;

• application of IAS 37 “Provisions, Contingent Liabilities and ContingentAssets”: the discount rates used consist of a risk-free interest rate anda risk premium specific to the underlying assets and liabilities;

• application of IAS 19 “Employee Benefits”: commitments are measuredusing a range of market indices, in particular the iboxx index, and dataprovided by actuaries of the Group.

VII.3. Significant events during the fiscal year

VII.3.1. Shareholder restructuring

See note I.2.

VII.3.2. Commercial operations

GermanyIn Germany, Transdev was awarded the contract to operate the Hanoverregional rail network, which will start in December 2021 for a term of 12.5years (average annual revenue of around €121 million).

AustraliaThe Great River City Light Rail consortium, in which Transdev has a 70%interest, was awarded the Parramatta tram contract in Australia (phase 1)

(revenue of A$536 million, with an operating term of 8 years and a possibleextension to 10 years).

ColombiaTransdev Colombia and its local partner Fanalca, each of which hold a 50%stake, were awarded a 10-year contract in Bogota for a high-qualitypassenger transportation (HQPT) bus service (average annual revenue ofaround €90 million).

FranceTransdev was awarded the Nîmes Métropole public transportationcontract for a period of 5.5 years, starting on January 1, 2019 (averageannual revenue of around €40 million).

VII.3.3. Major disposals during the year andwithdrawal from certain activities

In 2018, the Group initiated the divestment of certain business-to-consumer (“BtoC”) activities and disposed of: • its subsidiaries Green Tomato Cars and Cabfind in the United Kingdom; • its 50% stake in the Spanish long-distance bus subsidiaries Movebus,

Eurolines Peninsular and Viajes Eurolines.

In 2018, the Group decided to reduce its exposure to its BtoC businessand to initiate the process of selling certain of its assets that operate theseactivities.

Because the criteria required by IFRS 5 were met as of December 31, 2018,these activities, which are not cash-generating units, were classified asnon-current assets held for sale. They were measured at the lower of theirnet carrying amount and fair value less costs to sell.

In a volatile market environment, the actual disposal values could besignificantly different, independently or collectively, depending onwhether or not the assumptions made by management have beenrealized.

The fair value adjustment of these activities is included in the “Otheroperating income and expenses” line in the consolidated incomestatement (see notes II, VII.4.1. and VII.10.).

VII.3.4. Main acquisitions during the fiscal year

In February 2018, in France, Transdev acquired Flybus, which operates atthe Paris airports transferring passengers between airplanes and terminalsand transferring flight crews from airplanes to the terminals or their hotels(revenue of around €12 million).

The Group also acquired Blidösundsbolaget, a maritime company inSweden (Stockholm area).





VII.4. Operational activities

VII.4.1. Operating result

VII.4.1.1. Items comprising revenue from ordinary activities and operating result

The items comprising revenue from ordinary activities and operating result are shown below:

At year-end 2018, the Group's consolidated revenue from ordinary activities totaled €6,948.0 million. The main geographical areas in which the Groupdoes business are France (€2,755.8 million), the United States (€1,105.8 million), Germany (€867.4 million) and the Netherlands (€735.5 million).

Employee expenses are discussed in note VII.5.1.

VII.4.1.2. Reconciliation of EBITDA to operating result

In 2018, the “Impairment losses on goodwill, other non-current expenses resulting from impairment tests and adjustments to fair value of assets heldfor sale” line includes brand impairment losses in the United States and France, as well as the fair value measurement of activities classified as non-current assets held for sale (see note VII.3.3.).

Revenue from services 6,858.5 6,903.5Revenue from sales of goods 22.0 32.2 Revenue from operating financial assets 11.8 12.3 REVENUE FROM ORDINARY ACTIVITIES 6,892.3 6,948.0Employee expenses (3,768.5) (3,761.6)Impairment of operating receivables, net of reversals 17.1 6.9 Depreciation, amortization and operating provisions, net of reversals(excluding restructuring and impairment of operating receivables and goodwill) (289.6) (267.2)Gains (losses) on disposals of capital assets 7.1 13.2 Others (2,720.1) (2,824.7)CURRENT OPERATING RESULT 138.3 114.6Restructuring costs (net of provisions and reversals) (16.3) (7.2)Gains (losses) on disposals of financial assets 2.8 1.6 Impairment losses on goodwill, other non-current expenses resulting from impairment tests,and adjustments to fair value of assets held for sale (27.1) (149.6)Others (0.5) (27.1)OPERATING RESULT 97.2 (67.7)Share of net income (loss) of equity-accounted entities 4.6 5.3 OPERATING RESULT after share of net income (loss) of equity-accounted entities 101.8 (62.4)

Fiscal year 2018Fiscal year 2017

restated (1)(€millions)

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) (2) 417.8 364.2 Depreciation and amortization (267.6) (244.9)Operating provisions, net of reversals (6.1) (20.3)Gains (losses) on disposals of capital assets 7.1 13.2 Others (12.9) 2.4CURRENT OPERATING RESULT 138.3 114.6 Restructuring costs (net of provisions and reversals) (16.3) (7.2)Gains (losses) on disposals of financial assets 2.8 1.6 Impairment losses on goodwill, other non-current expenses resulting from impairment tests,and adjustments to fair value of assets held for sale (27.1) (149.6)Others (0.5) (27.1)OPERATING RESULT 97.2 (67.7)Share of net income (loss) of equity-accounted entities 4.6 5.3 OPERATING RESULT after share of net income (loss) of equity-accounted entities 101.8 (62.4)

Fiscal year 2018Fiscal year 2017

restated (1)(€millions)

(1) Amounts restated for IFRS 15 (see note VII.1.2.). (2) Including impairment related to operating working capital requirements.

(1) Amounts restated for IFRS 15 (see note VII.1.2.).



VII.4.1.3. Breakdown of net depreciation and amortization, provisions and impairment

The breakdown of the net depreciation, amortization, provisions and impairment expense in fiscal year 2018 is shown below:

The provisions for contingent liabilities are discussed in note VII.11.

VII.4.1.4. Breakdown of restructuring costs

In fiscal year 2018, restructuring costs primarily concerned operations in the Netherlands and the United States.

VII.4.2. Working capital requirements

VII.4.2.1. Changes in working capital requirements by typeNet WCR includes “operating” WCR (inventories, trade receivables, trade payables, other operating receivables and payables and tax receivables and payablesexcluding current taxes), “tax” WCR (current tax receivables and payables) and “investment” WCR (current receivables and payables on fixed asset acquisitions).

Changes in each of these types of WCR in fiscal year 2018 are shown below:

Net provisions for impairment of assets (1) 6.5 2.2 (33.8) (25.1)Provisions for contingent liabilities (46.0) 1.0 0.6 (44.4)Current and non-current provisions (39.5) 3.2 (33.2) (69.5)Depreciation, amortization and impairment of property, plant and equipment and intangible fixed assets (244.5) - - (244.5)Impairment of reveivables on disposal of property, plant and equipment and intangible assets - - - -Impairment losses on goodwill, other non-current expenses resulting from impairment tests and adjustments to fair value of assets held for sale (149.6) - - (149.6)DEPRECIATION, AMORTIZATION, PROVISIONS AND IMPAIRMENT (433.6) 3.2 (33.2) (463.6)

(€millions) TaxFinancialOperating Total

(1) Impairment losses on inventories and receivables are recorded in changes in working capital requirements in the Consolidated Statement of Cash Flows.

Restructuring costs (13.2) (7.3)Restructuring provisions, net of reversals (3.1) 0.1 RESTRUCTURING COSTS (16.3) (7.2)

Fiscal year 2017(€millions) Fiscal year 2018

Inventories and work in progress(1) 102.6 5.1 1.1 - (0.1) (0.5) (0.7) 107.5 Operating receivables (o/w tax receivables, except current tax) 1,227.8 108.9 1.0 (0.4) 2.7 (23.6) 0.1 1,316.5 Operating payables(o/w tax payables, except current tax) (1,642.2) (142.7) - (3.4) 3.5 39.8 0.6 (1,744.4)OPERATING WORKING CAPITAL REQUIREMENTS(2) (311.8) (28.7) 2.1 (3.8) 6.1 15.7 - (320.4)Tax receivables (current tax) 21.6 0.2 - 0.1 (0.1) (0.8) (0.1) 20.9 Tax payables (current tax) (8.2) (1.5) - - 0.1 - (0.3) (9.9)TAX AMOUNTS IN WORKING CAPITAL REQUIREMENTS 13.4 (1.3) - 0.1 - (0.8) (0.4) 11.0 Other receivables 31.2 13.3 - - - (0.5) 0.5 44.5Other payables (106.3) 18.7 - (0.5) 0.1 0.4 0.7 (86.9)INVESTMENTS IN WORKINGCAPITAL REQUIREMENTS (75.1) 32.0 - (0.5) 0.1 (0.1) 1.2 (42.4)NET WORKING CAPITAL REQUIREMENTS (373.5) 2.0 2.1 (4.2) 6.2 14.8 0.8 (351.8)

December 31,2017(€millions)

(1) Net inventories and work in progress correspond mainly to raw materials and spare parts.(2) The change in working capital requirements in the Consolidated Statement of Cash Flows is equal to the sum of the “Changes in business” and the “Net impairment losses” of

the operating working capital requirements presented above.

Net impairmentlosses

Change inbusiness

Change inconsolidation

scope Currency impact

Reclassificationin assets /

liabilities heldfor sale Other changes

December 31,2018



VII.4.2.2. Changes in operating receivables

Changes in operating receivables in fiscal year 2018 are shown below:

Short-term trade receivables and payables with no stated interest rate are measured at their nominal amount, unless discounting using the marketinterest rate has a material impact.

VII.4.2.3. Changes in operating payables

Changes in operating payables in fiscal year 2018 are shown below:

VII.4.3. Contract costs

Contract costs defined by the new standard IFRS 15 totaled €2.7 million as of December 31, 2018 (€2.1 million as of December 31, 2017).

VII.5. Employee expenses and benefits

VII.5.1. Employee expenses and workforce

VII.5.1.1. Employee expenses

Employee expenses include:• the impact of the Competitiveness and Employment Tax Credit (France);• the exceptional 2018 purchasing power bonus that the Group granted its French employees whose compensation is less than or equal to twice the

minimum wage, in connection with the government bill on emergency economic and social measures adopted by the French Parliament on Decem-ber 21, 2018.

December 31, 2017(€millions)

OPERATING RECEIVABLESChange in

businessImpairment

losses (1)

Reversal ofimpairment

losses (1) Other changes

Reclassificationin assets held

for sale

Reclassification in liabilities held

for sale

December 31, 2018


scope Currency impact

Trade receivables 870.0 53.1 - - (1.2) 3.3 (17.5) (0.4) 907.3 Impairment on trade receivables (30.4) - (12.9) 14.1 (0.5) - 0.8 0.3 (28.6)Trade receivables, net(2) 839.6 53.1 (12.9) 14.1 (1.7) 3.3 (16.7) (0.1) 878.7 Other operating receivables 391.3 55.8 - - 1.3 (0.6) (6.9) - 440.9 Impairment on other operating receivables (3.1) - (0.4) 0.2 - - - 0.2 (3.1) Other operating receivables, net(2) 388.2 55.8 (0.4) 0.2 1.3 (0.6) (6.9) 0.2 437.8 Other receivables 31.2 13.3 - - - - (0.5) 0.5 44.5 Tax receivables 21.6 0.2 - - 0.1 (0.1) (0.8) (0.1) 20.9 OPERATING RECEIVABLES, NET 1,280.6 122.4 (13.3) 14.3 (0.3) 2.6 (24.9) 0.5 1,381.9

(1) Restated amounts in application of IFRS 15. (2) Financial liabilities as defined by IFRS 9, valued at amortized cost.

(€millions)

OPERATING PAYABLES

Trade payables (2) 556.3 38.8 (0.3) 0.4 (20.6) - 574.6 Other current operating payables (2) 1,085.9 103.9 3.7 (3.9) (19.2) (0.5) 1,169.9 Other payables 106.3 (18.7) 0.5 (0.1) (0.4) (0.7) 86.9 Tax payables 8.2 1.5 - (0.1) - 0.3 9.9 OPERATING PAYABLES 1,756.7 125.5 3.9 (3.7) (40.2) (0.9) 1,841.3

Change inbusiness

December 31,2017 (1)


scope Other changes December 31, 2018Currency impact

Employee expenses (3,744.7) (3,735.5)Profit-sharing and incentive plans (23.8) (26.1)TOTAL EMPLOYEE EXPENSES (3,768.5) (3,761.6)

Fiscal year 2017(€millions) Fiscal year 2018

(1) Impairment losses are recorded in operating income and included in the line "Changes in working capital requirements" in the Consolidated Statement of Cash Flows.(2) Financial assets as defined by IFRS 9, valued in accordance with the rules applicable to loans and receivables.



VII.5.1.2. Workforce

The consolidated full-time equivalent workforce is equal to the number of employees of each subsidiary, calculated as a full-time equivalent for thefiscal year, on the basis of working hours and employment rates. That figure is then consolidated using the consolidation method applied to the com-pany within the consolidation scope:• employees of fully consolidated companies are included in full during the consolidation period;• employees of joint operations are included only in proportion to their consolidation rate during the consolidation period;• employees of companies consolidated using the equity method are not included.

The average consolidated full-time equivalent workforce totals 73,590 employees for continuing operations and breaks down geographically as follows:

VII.5.1.3. Compensation of Executive Committee members

The compensation of the Executive Committee members is provided in note VII.15.1.

VII.5.2. Post-employment benefits and other long-term benefits

Depending on local regulations and collective bargaining agreements, the Group has set up defined-contribution pension plans, defined-benefitpension plans (covering one company or several employers) and other post-employment benefits for its employees.

VII.5.2.1. Breakdown of provisions in the statement of financial position

VII.5.2.2. Defined-contribution plans

As described in note VII.1.6., defined-contribution plans refer to plans under which the Group (or a Group entity) pays an agreed contribution to aseparate entity, relieving it of any liability for additional payments. These obligations are recognized as an expense when they come due.

Mandatory basic pension plans in the various countries where the Group does business are generally defined-contribution plans. Additional defined-contribution plans have been set up within certain subsidiaries. The Group's expenses for these plans totaled about €55 million (€57 million in 2017).

France 31,707 31,720United States 13,857 13,325Netherlands 6,956 6,218Pacific 5,438 5,382Germany 4,059 4,186Others 12,293 12,759TOTAL 74,309 73,590

December 31, 2017AVERAGE NUMBER OF EMPLOYEES December 31, 2018

Pension plans and early-retirements (except retiree medical coverage) - - 17.1 19.3 12.9 12.5 61.8 End-of-career allowances 57.0 0.7 - - - 6.6 64.3 Other post-employment benefits 0.4 - - - - - 0.4 Total post-employment benefits 57.4 0.7 17.1 19.3 12.9 19.1 126.5 Long-service awards 5.6 - - - - 3.0 8.6 Other long-term benefits - 18.6 - - - 10.9 29.5Total other long-term benefits 5.6 18.6 - - - 13.9 38.1PROVISIONS FOR EMPLOYMENT BENEFIT OBLIGATIONSAS OF DECEMBER 31, 2018 63.0 19.3 17.1 19.3 12.9 33.0 164.6

France (1) SwedenUnitedStates

UnitedKingdom

Australia /New Zealand Other Total(€millions)

(1) The reported "France" activity does not include the activities carried out by the holding company (included in the column "Other").



VII.5.2.3. Corporate defined-benefit plans

Certain companies of the Group have set up defined-benefit pension plans (primarily supplemental pensions and end-of-career allowances) and/orplans that offer other post-employment benefits.

These obligations are measured using the defined-benefit obligation (DBO) concept or the discounted value of the obligation. These future paymentobligations may be financed in part or in full (through “plan assets”).

Non-financed plansNon-financed plans are essentially retirement benefit, for which rights vest only if the employee is still employed by the Group at the time he/sheretires. A provision is recognized, without any obligation to pre-finance it because the payment of these benefits remains uncertain. In some cases,funds have been placed with external organizations (such as insurance companies) but without any future financing obligation.

In France, nearly all actuarial debt is for legally required retirement allowances paid in a single installment. These allowances are a multiple of theemployee's last salary based on his/her length of service and are required to be paid at the time employees retire, pursuant to the collective bargainingagreements. The two main collective bargaining agreements applicable in France are the Urban Public Transportation Collective Bargaining Agreement(CCN-3099) and the Trucking Industry Collective Bargaining Agreement (CCN-3085).

Financed plansFinanced plans are essentially pension plans in the United States and the United Kingdom. These obligations are pre-financed by contributions paidby the Group’s subsidiaries and the employees to external funds that are separate legal entities and whose investments are subject to the fluctuationsof the financial markets.

United StatesIn the United States, defined-benefit plans essentially concern retirement obligations pursuant to a contract, which are managed through a pensionfund. All rights acquired (based on salary and number of years of service with the Group) have been frozen; beneficiaries who are still employed cannotacquire additional rights.

United KingdomIn the United Kingdom, the Group’s obligations are managed essentially through pension funds. Each fund is managed by a council of trustees, whoare representatives of the Group’s subsidiaries, employees and retirees, and at times are advised by independent experts.

In 2010, all rights acquired (based on salary and number of years of service with the Group) were frozen; beneficiaries who are still employed cannotacquire additional rights.

Risk exposureThe main risks to which the Group is exposed through the pension plans in the United Kingdom and North America are plan asset volatility, changesin bond rates and longevity.

Obligations with respect to defined-benefit pension plans and other post-employment benefitsThe tables below show the Group’s obligations with respect to defined-benefit pension plans (see note VII.1.6.) and other post-employment benefits.They exclude, by definition, defined-contribution plans and multi-employer retirement plans, in particular the SPOV plan in the Netherlands (see noteVII.5.2.4.).

Actuarial assumptionsActuarial assumptions used for the calculations vary according to the country in which the plans are set up.

Discount rateEuro zone 1.10% 1.30%United States 3.70% 4.25%United Kingdom 2.45% 2.75%Sweden 2.50% 2.25%Inflation rateEuro zone 1.80% 1.80%United States 2.50% 2.50%United Kingdom (1) 3.20%/2.10% 3.20%/2.10% Sweden 1.90% 1.90%Rate of salary increases (excluding SPOV plan) 2.40% 2.34%

As of December 31,2017

(1) RPI/RCI




Changes in the defined-benefit obligation (DBO) and plan assets

Plan assetsAfter a return of 7.9% in 2017, the real rate of return on assets in 2018 was around -3.2% due to the increase in rates in the main regions, which also hada downward impact on the measurement of obligations.

The average allocation of the Group’s plan assets is shown below:

In 2019, the contribution to the funding of defined-benefit plans should be about €2.4 million.

Changes in the defined-benefit obligationDiscounted value of the defined benefit obligation at beginning of year 85.6 185.9 271.5 84.9 171.3 256.2 Current service cost 3.8 0.9 4.7 3.9 0.8 4.7 Interest cost 1.2 5.6 6.8 1.2 4.9 6.1 Benefit obligation assumed on acquisitions 0.6 - 0.6 1.7 - 1.7 Curtailments / settlements (1.2) (3.0) (4.2) - (1.7) (1.7)Actuarial losses (gains) 2.1 3.5 5.6 2.2 (6.1) (3.9)

o/w experience actuarial losses (gains) 1.6 (0.6) 1.0 1.8 (0.6) 1.2 o/w demographic assumptions actuarial losses (gains) 0.1 (0.5) (0.4) 0.1 0.4 0.5 o/w financial assumptions actuarial losses (gains) 0.4 4.6 5.0 0.3 (5.9) (5.6)

Benefits paid (7.1) (8.2) (15.3) (6.9) (8.4) (15.3)Plan amendments 0.3 - 0.3 - - - Other (including foreign exchange translation) (0.4) (13.4) (13.8) (0.4) 1.6 1.2 Discounted value of the defined benefit obligation at end of year (1) 84.9 171.3 256.2 86.6 162.4 249.0Changes in plan assets Fair value of plan assets at beginning of year 1.8 140.4 142.2 1.6 133.2 134.8Actual return on plan assets - 11.2 11.2 0.1 (4.4) (4.3)

o/w interest income on plan assets - 4.3 4.3 - 3.8 3.8 o/w actuarial gains (losses) - 6.9 6.9 0.1 (8.2) (8.1)

Employer contributions 0.5 3.2 3.7 0.3 2.3 2.6 Curtailments / settlements - (2.7) (2.7) - (1.5) (1.5)Benefits paid (0.7) (8.1) (8.8) (0.5) (8.4) (8.9)Other (including foreign exchange translation) - (10.8) (10.8) - 0.5 0.5 Fair value of plan assets at end of year (2) 1.6 133.2 134.8 1.5 121.7 123.2Funding status (a) = (2) - (1) (83.3) (38.1) (121.4) (85.1) (40.7) (125.8)Asset limit (b) 0.5 - 0.5 0.7 - 0.7NET OBLIGATION (-a + b) 83.8 38.1 121.9 85.8 40.7 126.5

(€millions)

AS OF DECEMBER 31, 2018AS OF DECEMBER 31, 2017

TotalFinancedplans

Non-financedplans

TotalNon-financedplans

Financedplans

Equities 56.7%Goverment bonds 1.6%Corporate bonds 6.2%Quoted assets 64.5%Real estate 0.8%Insurance contract 15.0%Other(1) 19.7%Non-quoted assets 35.5%(1) Including Liability Driven Investment (LDI).




Change in reimbursement rightsReimbursement rights concern the portion of employee rights in respect of post-employment benefits that correspond to the period worked withtheir previous employer, or when the operating agreement states that the employees' rights in respect of these commitments are reimbursed by thirdparties. They totaled €4.5 million as of December 31, 2018 (€5.8 million as of December 31, 2017).

Net cost of post-employment benefits

Costs recognized in the income statement are posted to operating result, with the exception of the net interest expense, which is recognized asfinancial income.

Sensitivity of the discounted value of the obligation and of the current service costThe Group’s actuarial debt is particularly sensitive to discount rates and salary increases.

For example, an increase of 0.5% in the discount rate would reduce the discounted value of the Group’s obligation by about €12.3 million and thecurrent service cost for the following year by €0.3 million. A drop of 0.5% in the discount rate would increase the discounted value of the Group’s obli-gation by about €16.3 million and the current service cost for the following year by €0.3 million.

In addition, an increase of 0.5% in the salary increase rate would increase the discounted value of the Group’s obligation by about €3.5 million.

VII.5.2.4. Multi-employer plans

Pursuant to collective bargaining agreements, certain Group companies participate in multi-employer defined-benefit plans.

General situation The principal multi-employer plans are primarily in the Netherlands, the United States and Sweden. The corresponding expense recognized in theconsolidated income statement is equal to the contributions made during the year. This amount was approximately €9 million in 2018 (also approxi-mately €9 million in 2017), and does not include the contribution to the SPOV plan in the Netherlands (see below).

Specific situation: SPOV plan in the NetherlandsThe Group also participates in a defined-benefit multi-employer plan through its subsidiaries in the Netherlands, the SPOV (Stichting PensioenfondsOpenbaar Vervoer) multi-employer plan. The retirement pension is based on a percentage of the average reference salary per career for each year oflength of service.

The SPOV plan is an optional pension fund available to companies covered by the Public Transportation National Collective Bargaining Agreement inthe Netherlands. Twenty-three companies were members at year-end 2018. Eligible employees of Transdev Group companies that are membersacquire rights as of 21 years on the basis of 1.74% of the reference salary per year of service (2018 rate).

Current service cost (3.8) (0.9) (4.7) (3.9) (0.8) (4.7)Interest cost (1.2) (5.6) (6.8) (1.2) (4.9) (6.1)Interest income on plan assets - 4.3 4.3 - 3.8 3.8 Curtailments / settlements 1.2 0.3 1.5 - 0.2 0.2 Plan amendments (0.3) - (0.3) - - - Other - (0.8) (0.8) (0.3) (0.7) (1.0)Net cost of post-employment benefits in the consolidated income statement

(4.1) (2.7) (6.8) (5.4) (2.4) (7.8)

Actuarial gains (losses) on assets - 6.9 6.9 0.1 (8.2) (8.1)Experience actuarial gains (losses) (1.6) 0.6 (1.0) (1.8) 0.6 (1.2)Actuarial gains (losses) on demographic assumptions (0.1) 0.5 0.4 (0.1) (0.4) (0.5)Actuarial gains (losses) on financial assumptions (0.4) (4.6) (5.0) (0.3) 5.9 5.6 Net cost of post-employment benefits in other comprehensive income

(2.1) 3.4 1.3 (2.1) (2.1) (4.2)

TOTAL (6.2) 0.7 (5.5) (7.5) (4.5) (12.0)

(€millions)

20182017

TotalFinancedplans

Non-financedplans

TotalNon-financedplans

Financedplans



A board of directors comprised of employer and employee representatives is responsible for the fund’s governance. It is assisted by committees ofexperts. The pension fund’s financial situation is assessed by the Dutch Central Bank and the local Financial Markets Authority.

As of December 31, 2018, • plan assets (100% coverage) totaled €3.9 billion. As of December 31, 2018, they are mainly comprised of equities (28%), government bonds (31%)

and transferable securities (11%); • the discounted value of the obligation according to the local accounting standards framework was estimated at €3.6 billion (100% coverage).Accordingly, the plan is in surplus. Because the Group has no right to this surplus, no asset is recognized in the consolidated statement of financialposition (asset ceiling).

As of December 31, 2018, the economic assumptions used to calculate the obligation according to the local accounting standards framework were asfollows: • a discount rate of 1.3 %; • a retirement benefits indexation rate of 0%, which is conditioned on meeting the minimum coverage ratio for pension funds under the Dutch law

in force.

The Group’s subsidiaries in the Netherlands accounted for 39% of the contributions to the fund for 2018. The Group’s contribution to the SPOV planprimarily concerns employees in the Public Transportation sector, where the duration of operations depends on the renewal of contracts. When acontract is lost to another operator, the Group’s obligations to the employees who are transferred to the new operator are also transferred, and theGroup owes no further obligation to the former plan beneficiaries.

The current service cost totaled €27.2 million in 2018, which is equal to the employer’s contribution.

VII.6. Contract assets

VII.6.1. Intangible assets excluding goodwill

The table below shows net intangible assets, broken down by asset class and flow:

In 2018, impairment losses on intangible assets with indefinite useful lives concerned primarily brands in the United States and France.

Concessionintangible

assets Trademarks

Otherintangible

assets withindefiniteuseful life

Intangibleassets with

indefiniteuseful life

Otherintangible

assets with adefinite

useful life

Intangibleassets with a

definiteuseful life

Otherintangible

assets

Contractsand

portfoliosacquired

Softwareacquired(€millions)

As of January 1, 2017 restated(1) 6.8 95.9 15.3 111.2 26.8 26.5 27.1 80.4 198.4 Investments - - 0.3 0.3 0.1 7.5 13.2 20.8 21.1 Disposals - - (0.4) (0.4) (0.2) (0.2) (0.1) (0.5) (0.9)Impairment losses and amortization (2.0) (2.8) (10.4) (13.2) (13.9) (13.2) (7.5) (34.6) (49.8)Change in consolidation scope - - - - 3.7 - (0.6) 3.1 3.1 Currency impact - (6.7) (0.7) (7.4) (0.9) (0.3) (0.7) (1.9) (9.3)Other movements 0.8 (2.6) 1.7 (0.9) - 6.1 (5.2) 0.9 0.8 Total as of December 31, 2018 restated (1) 5.6 83.8 5.8 89.6 15.6 26.4 26.2 68.2 163.4o/w gross amounts 27.6 121.7 54.6 176.3 232.9 98.6 70.4 401.9 605.8 o/w cumulated impairment (22.0) (37.9) (48.8) (86.7) (217.3) (72.2) (44.2) (333.7) (442.4)As of December 31, 2017 restated(1) 5.6 83.8 5.8 89.6 15.6 26.4 26.2 68.2 163.4 Investments - - 0.2 0.2 - 6.7 15.7 22.4 22.6 Disposals - - - - - (0.1) - (0.1) (0.1)Impairment losses and amortization (2.4) (50.0) (6.0) (56.0) (3.2) (12.6) (9.8) (25.6) (84.0)Change in consolidation scope - - - - 2.4 (2.7) 0.5 0.2 0.2 Currency impact - 0.4 - 0.4 (0.3) (0.2) (0.2) (0.7) (0.3) Other movements 0.1 - - - - 7.8 (3.8) 4.0 4.1 TOTAL AS OF DECEMBER 31, 2018 3.3 34.2 - 34.2 14.5 25.3 28.6 68.4 105.9 o/w gross amounts 27.0 55.7 1.9 57.6 226.9 113.9 45.0 385.8 470.4 o/w cumulated impairment (23.7) (21.5) (1.9) (23.4) (212.4) (88.6) (16.4) (317.4) (364.5)(1) Restated amounts in application of IFRS 15.



VII.6.2. Property, plant and equipment

VII.6.2.1. Change in the net value of property, plant and equipment

The table below shows property, plant and equipment, broken down by asset class and flow:

VII.6.2.2. Finance leases

The Group uses finance leases to finance certain operating assets (essentially rolling stock and real property). These assets are recognized in theconsolidated statement of financial position as property, plant and equipment or as financial assets in the case of assets (rolling stock) recognized inaccordance with IFRIC 12 “Service Concession Agreements”.

The breakdown of the net carrying amount of these assets by asset class is shown below:

As of December 31, 2018, future minimum payments under these contracts break down as follows:

Rolling stock and other transportation equipment 148.0 101.8Other net property, plant and equipment 14.1 13.1TOTAL 162.1 114.9

December 31, 2017(€millions) December 31, 2018

(€millions) Finance leases

2019 23.5 2020-2021 31.2 2022-2023 43.82024 and following years 17.4 TOTAL FUTURE MINIMUM LEASE PAYMENTS 115.9Interest (12.4)PRESENT VALUE OF PAYMENTS UNDER FINANCE LEASES 103.5

As of January 1, 2017 737.7 87.7 106.9 65.5 86.6 1.084.4 Investments 158.7 13.8 5.9 0.6 91.1 270.1 Disposals (26.3) (1.3) (1.9) (2.5) (4.9) (36.9)Impairment losses and depreciation (173.4) (20.3) (12.8) (0.6) (19.0) (226.1)Change in consolidation scope (1.5) - (0.8) (0.4) (0.1) (2.8)Currency impact (14.3) (1.5) (0.7) (0.2) (2.5) (19.2)Other movements 10.2 (11.7) (0.4) 2.4 (2.1) (1.6)TOTAL AS OF DECEMBER 31, 2017 691.1 66.7 96.2 64.8 149.1 1,067.9o/w gross amounts 1,907.6 225.9 187.7 70.3 290.7 2,682.2o/w cumulated impairment (1,216.5) (159.2) (91.5) (5.5) (141.6) (1,614.3)As of December 31, 2017 691.1 66.7 96.2 64.8 149.1 1,067.9 Investments 166.9 23.5 6.5 3.5 62.2 262.6 Disposals (30.1) (1.3) (2.7) (0.8) (4.7) (39.6)Impairment losses and depreciation (181.5) (19.3) (11.6) (0.7) (25.2) (238.3)Change in consolidation scope 7.8 0.2 0.2 - (0.4) 7.8 Currency impact (4.8) (0.6) 0,0 (0.1) 0.4 (5.1)Reclassification as assets held for sale (1.4) (0.1) - - (2.0) (3.5)Other movements 18.9 27.5 5.6 1.1 (59.0) (5.9)TOTAL AS OF DECEMBER 31, 2018 666.9 96.6 94.2 67.8 120.4 1,045.9 o/w gross amounts 1,827.7 274.1 193.7 74.0 275.5 2,645.0 o/w cumulated impairment (1,160.8) (177.5) (99.5) (6.2) (155.1) (1,599.1)

Rolling stock and other

transportation equipment Plant and equipment Buildings Land Other

Property, plantand equipment(€millions)



VII.6.3. Operating leases

The new standard on leases (IFRS 16), which is applicable as of January 1, 2019, will require recognition in the statement of financial position of all leaseliabilities within the meaning of the new standard, without distinction between operating leases, which are currently recognized as off-balance sheetcommitments, and finance leases (see note VII.1.1.1.4.).

Operating lease commitments totaled €1,134.4 million as of December 31, 2018.

Lease payments owed during the period break down as follows:

The Group has entered into operating leases for its rail operations in Germany. Some of these leases are carried by “structured entities” held by thirdparties. The Group has analyzed these arrangements and concluded that the entities are not controlled by Transdev. The commitments under theseleases are limited to operating lease commitments and are shown in the table above.

VII.6.4. Concession activities: current and non-current operating financial assets

Operating lease

2019 283.72020-2021 411.92022-2023 247.22024 and subsequent years 191.6OPERATING LEASE COMMITMENTS 1,134.4

(€millions)

Minimum lease payments expensed in the period (356.9) (346.1)Contingent lease payments expensed in the period - -TOTAL LEASE PAYMENTS FOR THE PERIOD (356.9) (346.1)

December 31, 2017 December 31, 2018(€millions)

As of January 1, 2017 254.2 97.9 352.1Additions 39.2 - 39.2 Repayments/disposals (39.5) (8.0) (47.5)Currency impact (2.2) - (2.2)Other movements - (45.4) (45.4)TOTAL AS OF DECEMBER 31, 2017 251.7 44.5 296.2o/w gross amounts 251.7 44.5 296.2o/w impairment - - -As of December 31, 2017 251.7 44.5 296.2Additions 85.6 - 85.6 Repayments/disposals (45.6) (4.5) (50.1)Impairment losses (1.8) - (1.8) Currency impact (3.0) - (3.0) TOTAL AS OF DECEMBER 31, 2018 (1) 286.9 40.0 326.9o/w gross amounts 288.6 40.0 328.6 o/w impairment (1.7) - (1.7)o/w < 1 year 34.2 5.5 39.7 o/w > 1 year and < 5 years 130.2 20.5 150.7 o/w > 5 years 122.5 14.0 136.5

(€millions)

Operating financial assetsrepresenting property, plant

and equipment restated inaccordance with IFRIC 12 (1)

Operating financialassets

Operating financial assetscovering future lease

payments (2)

(1) These amounts correspond to the unconditional rights to receive remuneration from the concession grantors in respect of the financing of rolling stock on behalf of concessiongrantors.

(2) These amounts correspond to the unconditional rights to receive remuneration from the concession grantors in respect of lease payments to be made related to rolling stock (atthe end of 2018, these lease payments are due to a concession grantor).



Operating financial assets include financial assets recognized as a result of applying IFRIC 12 on concession arrangements (see note VII.1.7.4.).

With respect to operating financial assets representing property, plant and equipment restated applying IFRIC 12 (Group assets):• cash flows associated with these operating financial assets (new assets and principal repayments) are broken down in the net cash flows associated

with investment transactions presented in the consolidated statement of cash flows (see note V.). • revenue generated by operating financial assets is reported as revenue from ordinary activities, which is broken down in note VII.4.1.

As of December 31, 2018, operating financial assets were concentrated primarily in France (€220.5 million), in Australia (€66.4 million and in Germany(€40 million).

VII.7. Goodwill

VII.7.1. Changes during the period and breakdown by cash generating unit

VII.7.2. Impairment tests

Goodwill and other intangible assets with an indefinite useful life are systematically tested for impairment each fiscal year and whenever there is anindication that the cash generating unit may have lost value, in accordance with the procedures described in note VII.1.9.

VII.7.2.1. Key assumptions used to measure recoverable amounts

The bases for calculating recoverable amounts are described in note VII.1.9.

Changes in the economic and financial context and changes of a competitive or regulatory nature may affect estimates of recoverable amounts, aswell as unforeseen changes in the political, economic and legal systems of certain countries. Cash flow projections in the long-term plan reflectchanges in volumes, rates, direct costs and investments during the period, established on the basis of, firstly, contracts or business activities usinghistorical data and, secondly, expected changes during the period covered by the long-term plan.

As of January 1, 2017 503.6 109.9 36.9 24.2 23.6 14.6 3.6 - 3.3 719. 7Change in consolidation scope 0.4 - - - - - 0.2 1.0 - 1.6 Currency impact - (13.3) (1.8) - (1.3) (0.5) - 0.1 - (16.8)Impairment losses - - - - - (4.1) - - - (4.1)Other movements 1.0 - - - - 0.1 - - - 1.1 TOTAL DECEMBER 31, 2017 505.0 96.6 35.1 24.2 22.3 10.1 3.8 1.1 3.3 701.5 o/w gross amounts 617.0 121.2 73.8 144.7 36.9 43.1 317.3 33.9 21.9 1,409.8 o/w cumulated impairment (112.0) (24.6) (38.7) (120.5) (14.6) (33.0) (313.5) (32.8) (18.6) (708.3)

As of December 31, 2017 505.0 96.6 35.1 24.2 22.3 10.1 3.8 1.1 3.3 701.5 Change in consolidation scope 15.9 - - - - 1.7 0.2 2.4 - 20.2 Currency impact - 4.6 (1.9) - (0.8) (0.1) - 0.1 - 1.9 Impairment losses - - - - - - (0.2) - - (0.2)Other movements - (0.1) - - - - 0.3 - - 0.2 TOTAL DECEMBER 31, 2018 520.9 101.1 33.2 24.2 21.5 11.7 4.1 3.6 3.3 723.6 o/w gross amounts 632.9 126.9 69.9 144.7 35.6 39.1 317.8 35.1 21.9 1,423.9 o/w cumulated impairment (112.0) (25.8) (36.7) (120.5) (14.1) (27.4) (313.7) (31.5) (18.6) (700.3)

"France"CGU

"UnitedStates" CGU

"Netherlands"CGU

"Germanyand Eastern

Europe" CGU

"UnitedKingdom &

Ireland" CGU "Canada"

CGU"Northern

Europe" CGU Goodwill

"Australiaand New

Zealand" CGU(€millions) "Iberia" CGU



Other assumptions that affect the measurement of recoverable amounts are the discount rates and the perpetual growth rates. These vary dependingon the cash generating unit’s country or geographical area, in accordance with the criteria specified in notes VII.1.9. and VII.2. The discount rates andaverage perpetual growth rates for the main CGUs in 2018 are shown below:

VII.7.2.2. Sensitivity of impairment tests

Recoverable amounts measured within the framework of impairment tests underwent a sensitivity analysis on the basis of a discount rate increasedby 1%, a perpetual growth rate decreased by 1% and operating cash flows decreased by 5%. These assumptions concerning changes are consideredreasonable in light of the Group’s business activities and the geographical areas where such business activities are conducted.

As of the measurement date, no material difference was observed between the recoverable amount of all the cash-generating units, based on theirvalue in use, and the carrying amount relevant for impairment testing.

VII.8. Companies consolidated under the equity method and other non-consolidated investments

The main companies consolidated in the consolidated financial statements are presented in note VII.18.

Commitments in connection with the Group’s scope are broken down in note VII.14.

VII.8.1. Joint ventures and associates

All companies consolidated under the equity method, whether joint ventures or associates, conduct business in line with the Group's activities.

Joint ventures and associates are not considered individually material at the Group level.

Most of the Group’s joint arrangements under joint control are joint ventures within the meaning of IFRS 11, and are accounted for using the equitymethod (see note VII.1.3.). The Group’s principal joint ventures operate in France, Colombia and Germany.

Determination of the Cash generating unit recoverable amount Discount rates Perpetual growth rates

France Value in use 5.9% 1.9%Netherlands Value in use 6.5% 2.4%Germany and Eastern Europe Value in use 6.4% 2.7%United States Value in use 6.8% 2.1%Australia and New Zealand Value in use 7.1% 2.5%United Kingdom and Ireland Value in use 6.4% 2.0%

As of December 31, 2017 As of December 31, 2018 As of December 31, 2017 As of December 31, 2018

France 7.9 13.1 (1.4) (0.5)Iberia 7.9 8.0 0.3 0.4 Germany 5.8 6.0 1.0 0.8 Colombia 4.5 6.2 - 1.6 Asia 3.5 5.5 (0.1) (0.4)Other - - - -INVESTMENTS IN JOINT VENTURES 29.6 38.8 (0.2) 1.9o/w share of net income (loss) of equity-accounted entities in continuing operations - - (0.2) 1.9 Asia 18.2 20.1 1.7 2.2 Iberia - - 2.6 - France 7.0 7.4 0.4 1.2 Netherlands 1.5 1.5 0.1 -Other - 0.1 - - INVESTMENTS IN ASSOCIATES 26.7 29.1 4.8 3.4o/w share of net income (loss) of equity-accounted entities in continuing operations - - 4.8 3.4

Equity value Share of net income

(€millions)



Changes in the investments in joint ventures and associates are explained by the movements shown below:

VII.8.2. Non-consolidated investments

The Group’s non-consolidated investments totaled €24.7 million as of December 31, 2018 (€24 million as of December 31, 2017), and consist primarily of:• investments in non-controlled concession holders that own public transportation infrastructures (Nottingham City TPS, etc.); or• investments in certain non-controlled sociétés d’économie mixte (part state-owned corporations) in France (Grenoble, Nantes, etc.).

Investments in non-consolidated companies are not considered individually material at the Group level.

The breakdown of non-consolidated investments measured at fair value through profit or loss or through equity is presented in note VII.9.

VII.9. Financing, financial instruments and financial risk management

Financial assets and liabilities comprise the following main items: • financial liabilities, cash and cash equivalents and overdrafts (note VII.9.1.);• other current and non-current financial assets (note VII.9.2.);• derivative instruments (note VII.9.4.).

Off-balance sheet commitments are broken down in note VII.14.

VII.9.1. Net financial debt

Net financial debt consists of gross debt (non-current and current financial liabilities and overdrafts) net of cash and cash equivalents, and after takinginto account the fair value of interest rate and foreign exchange derivatives.

VII.9.1.1. Components of net financial debt

As of December 31, 2018, the Group's main sources of financing were: • a syndicated loan consisting of:

– a €300 million term loan maturing in March 2021; – supplemented by a €700 million credit line maturing in March 2023, which had not been drawn down as of December 31, 2018.

These credit facilities carry a financial covenant that must be tested semi-annually (see note VII.9.1.5.).

• a Schuldschein placement (a private placement governed by German law) in the amounts of $122.5 million and €68.5 million, which will mature between2020 and 2026;

• bonds, issued in the form of an unlisted private placement, for a total amount of €285 million (€160 million maturing in August 2025 and €125 millionmaturing in August 2026).

AS OF JANUARY 1, 2017 29.7 27.9 Change in consolidation scope (0.1) - Net income (0.2) 4.8 Currency impact (1.1) (2.6)Other 1.3 (3.4)AS OF DECEMBER 31, 2017 29.6 26.7 Change in consolidation scope 5.6 -Net income 1.9 3.4 Currency impact (0.2) 0.9 Other 1.9 (1.9)INVESTMENTS AS OF DECEMBER 31, 2018 38.8 29.1

AssociatesJoint ventures(€millions)



As of December 31, 2018, the Group’s net financial debt breaks down as follows:

In 2018: • On August 3, 2018, Transdev Group carried out two bond issues, in the form of an unlisted private placement, for a total amount of €220 million

(€150 million maturing in August 2025 and €70 million maturing in August 2026). This new source of financing enabled Transdev Group to partiallyprepay €200 million of the term loan maturing in March 2021.On December 4, 2018, Transdev Group placed a tap issue, thereby increasing the 2025 issue to €160 million and the 2026 issue to €125 million.

• The Group assigned, without recourse, its Competitiveness and Employment Tax Credit (Crédit d'Impôt Compétitivité Emploi - "CICE") receivablefor fiscal year 2018 to a financial institution.

VII.9.1.2. Cash and cash equivalents and overdrafts

A review of the Group’s cash and cash equivalents balances at year-end did not disclose any material amounts that were unavailable to the Group.

Non-current financial liabilities 813.0 868.3Current financial liabilities 46.4 42.7Overdrafts 10.1 5.2 FINANCIAL LIABILITIES (incl. overdrafts) 869.5 916.2Cash and cash-equivalents (344.4) (387.2)Fair value of interest rate and foreign exchange derivatives related to net financial debt 2.4 1.2 NET FINANCIAL DEBT (1) 527.5 530.2

(1) Liabilities related to the provision of rolling stock under concession arrangements are not included in the indicator "Net Financial Debt" (see note VII.1.7.4., "Assets made availableto the Group by concession grantors").

December 31, 2018December 31, 2017(€millions)

As of January 1, 2017 327.3 121.1 448.4 (11.4) 437.0Change in business 18.9 (116.1) (97.2) 0.9 (96.3)Change in consolidation scope 6.7 - 6.7 - 6.7 Currency impact (12.7) (0.9) (13.6) 0.4 (13.2)Reclassification in assets/liabilities held for sale 0.2 - 0.2 - 0.2 Other movements (0.1) - (0.1) - (0.1)TOTAL AS OF DECEMBER 31, 2017 340.3 4.1 344.4 (10.1) 334.3 As of December 31, 2017 340.3 4.1 344.4 (10.1) 334.3Change in business 24.6 23.9 48.5 5.7 54.2 Change in consolidation scope 0.1 - 0.1 (0.9) (0.8)Currency impact (4.8) - (4.8) 0.1 (4.7)Reclassification in assets/liabilities held for sale (1.0) - (1.0) - (1.0)Other movements - - - - - TOTAL AS OF DECEMBER 31, 2018 359.2 28.0 387.2 (5.2) 382.0

(€millions)Cash and cash

equivalentsCash equivalents Cash Overdrafts Net cash



VII.9.1.3. Non-current and current financial liabilities

Changes in, and the breakdown by type, of current and non-current financial liabilities in fiscal years 2017 and 2018 are shown below:

Maturity of non-current and current financial liabilities

Breakdown of current and non-current financial liabilities by currencyThe majority of debt is denominated in euros. Currency swaps between euro lenders and borrowers in the foreign currencies used to finance foreignsubsidiaries have been set up (see note VII.9.4.1.).

Breakdown of current and non-current financial liabilities by interest rate

After interest rate hedging, the share of gross financial debt at fixed rates increased to 61% (interest rate derivatives are broken down in note VII.9.4.1.).

As of January 1, 2017 650.0 159.7 - 161.4 50.5 1,021.6 Cash flows (150.0) 25.0 - (41.0) 5.7 (160.3) Increases/subscriptions (150.0) 25.0 - - 155.2 30.2 Repayments - - - (41.0) (149.5) (190.5)Non-Cash flows - (14.1) - 22.5 (10.3) (1.9) Increases/subscriptions - - - 23.3 - 23.3 Change in consolidation scope - - - - (0.4) (0.4)Currency impact - (14.1) - (0.8) (13.7) (28.6)Other movements - - - - 3.8 3.8 TOTAL AS OF DECEMBER 31, 2017 (1) 500.0 170.6 - 142.9 45.9 859.4

o/w current part - - - 34.3 12.1 46.4 o/w non-current part 500.0 170.6 - 108.6 33.8 813.0

As of December 31, 2017 500.0 170.6 - 142.9 45.9 859.4 Cash flows (200.0) - 285.3 (43.2) 5.3 47.4 Increases/subscriptions (200.0) 285.3 - 209.9 295.2 Repayments - - - (43.2) (204.6) (247.8)Non-Cash flows - 4.9 3.8 (4.5) 4.2 Increases/subscriptions - - - 1.4 - 1.4 Change in consolidation scope - - - 3.1 (1.0) 2.1 Currency impact - 4.9 - (0.7) (5.4) (1.2)Reclassification in assets/liabilities held for sale - - - - (0.1) (0.1)Other movements - - - - 2.0 2.0 TOTAL AS OF DECEMBER 31, 2018 (1) 300.0 175.5 285.3 103.5 46.7 911.0

o/w current part - - - 19.6 23.1 42.7 o/w non-current part 300.0 175.5 285.3 83.9 23.6 868.3

(1) Amounts before taking into account the fair value of interest rate and foreign exchange derivatives related to net financial debt.

(€millions) Syndicated loan

Schuldscheinprivate

placement Bonds payable

Totalfinancial

liabilitiesOther financial

liabilitiesFinance

leases

As of December 31, 2018, to mature :

(€millions)

Syndicated loan 300.0 - - 300.0 - - - Schuldschein private placement 175.5 - 89.1 - - 61.4 25.0 Bonds payable 285.3 - - - - - 285.3 Finance leases 103.5 19.6 16.1 12.9 37.8 5.2 11.9Other current and non-current financial liabilities 46.7 23.1 13.0 1.4 2.5 1.3 5.4NON-CURRENT AND CURRENT FINANCIAL LIABILITIES (1) 911.0 42.7 118.2 314.3 40.3 67.9 327.6

(1) Amounts before taking into account the fair value of interest rate and foreign exchange derivatives related to net financial debt (see note VII.9.4.).

< 1 year 2 years 3 years 4 years 5 years > 5 yearsDecember 31, 2018

Fixed rates 269.9 530.9 Floating rates 589.5 380.1 NON-CURRENT AND CURRENT FINANCIAL LIABILITIES (1) 859.4 911.0

(1) Amounts before taking into account the fair value of interest rate and foreign exchange derivatives related to net financial debt (see note VII.9.4.).

December 31, 2017(€millions) December 31, 2018



VII.9.1.4. Undrawn credit lines

The Group has a €700 million credit line maturing in March 2023, which had not been drawn down as of December 31, 2018.

VII.9.1.5. CovenantsThe legal documents in connection with the two credit facilities (€300 million term loan and €700 million credit line) include a financial covenant, i.e.,a commitment to comply with a leverage ratio, non-compliance with which could lead to the acceleration of the relevant financing. The ratio to becomplied with, on a half-yearly basis, is the ratio between adjusted net financial debt and adjusted EBITDA.

This covenant was met as of December 31, 2018.

VII.9.2. Other current and non-current financial assets

As of December 31, 2018, financial assets consisting of loans and receivables for a total amount of €73.1 million concern primarily Germany (€57.3 millionin security deposits in connection with railroad equipment leases).

Non-consolidated investments are described in note VII.8.2.

VII.9.3. Financial income

As of January 1, 2017 54.1 28.5 - - 23.4 106.0 41.4 Additions 0.4 2.2 - - 1.3 3.9 1.1 Repayments/disposals (0.2) (5.8) - - (2.1) (8.1) (6.9)Change in consolidation scope - - - - - - 0.8 Impairment losses - (0.9) - - - (0.9) (0.3)Currency impact (0.2) (0.2) - - (0.9) (1.3) (3.5)Non-current/current reclassification (2.3) - - - - (2.3) 2.3 Other movements - 0.2 - - 3.0 3.2 4.0 TOTAL AS OF DECEMBER 31, 2017 51.8 24.0 - - 24.7 100.5 38.9o/w gross amounts 52.1 31.3 - - 24.7 108.1 45.9 o/w cumulated impairment (0.3) (7.3) - - - (7.6) (7.0)

As of December 31, 2017 51.8 24.0 - - 24.7 100.5 38.9 Additions 1.6 - 0.3 0.4 1.5 3.8 0.6 Repayments/disposals (0.3) - (0.1) - (2.6) (3.0) 3.1 Change in consolidation scope 0.1 - 0.1 - - 0.2 0.3 Impairment losses - - (0.7) - - (0.7) 4.7 Currency impact 0.1 - - - - 0.1 1.2 Non-current/current reclassification (1.6) - - - - (1.6) 1.6 Reclassification as assets held for sale - - (0.1) - (0.7) (0.8) -Other movements - (24.0) 13.2 11.6 (1.3) (0.5) (1.9)TOTAL AS OF DECEMBER 31, 2018 51.7 - 12.7 12.0 21.6 98.0 48.5 o/w gross amounts 51.9 - 19.5 13.0 21.6 106.0 50.9 o/w cumulated impairment (0.2) - (6.8) (1.0) - (8.0) (2.4)

Non-consolidatedinvestmentsclassified as

available for sale

Non-currentfinancial assets at

amortized cost

Non-consolidatedinvestmentsmeasured at

fair valuethrough profit

or loss

Other non-current financialassets measured

at fair valuethrough profit or

loss(€millions)

TOTALother

currentfinancial

assets

Non-consolidatedinvestments

measured at fairvalue through other

comprehensiveincome (non

recyclable)

Finance costs (20.5) (22.4)Revenues from cash and cash equivalents 0.2 0.2 NET FINANCE COSTS (20.3) (22.2)Unwinding of discounted provisions (5.2) (5.1)Others (1) 0.8 - OTHER FINANCIAL INCOME AND EXPENSES (4.4) (5.1)

(1) Including dividends of € 1.9 million received in 2018 (€ 2.7 million in 2017).

(€millions) Fiscal year 2018Fiscal year 2017

TOTALother non-

currentfinancial

assets



VII.9.4. Management of financial risk – derivative financial instruments

VII.9.4.1. Market risks and derivative instruments

To mitigate and manage its exposure to the risks of fluctuation in interest rates, foreign exchange rates and commodity prices, Transdev uses derivativeinstruments, which may or may not qualify as hedge accounting. All these derivatives are recognized in the consolidated statement of financial positionat fair value.

The fair value of derivatives recognized in the consolidated statement of financial position as of December 31, 2018 is shown below:

Management of commodity riskTo manage changes in fuel prices, a fuel hedging policy has been adopted for contracts with indexation deemed inadequate or to hedge contractualcommitments. The Group uses either firm fuel purchase contracts or derivatives whose features (notional amount and maturity) are defined on thebasis of forecast fuel requirements (based on firm orders or highly probable forecast flows). These derivatives are swaps concluded in local currencythat set the future price of fuels.

These derivatives have been analyzed in accordance with IFRS 9 “Financial Instruments” and are classified as hedging instruments (cash flow hedges).The impact of these derivatives on performance and financial position is shown in the table below:

Management of currency risk

Currency risk associated with the financing of foreign subsidiariesThe Group is financed primarily in euros. Transdev has set up currency swaps between euro lenders and borrowers in the foreign currencies used tofinance foreign subsidiaries. These swaps have been analyzed in accordance with IFRS 9 and have not been classified as hedging instruments. Accor-dingly, the reassessment of financing in foreign currencies granted to subsidiaries and changes in the value of swaps are recognized at the same timein income.

Current assets- Derivatives - Cash flow hedges 0.6 - - - - - Non-hedge derivatives 1.6 2.4 - 2.4 - Non current assets- Derivatives - Cash flow hedges - - - - -- Non-hedge derivatives - - - - -Current liabilities- Derivatives - Cash flow hedges 1.2 1.5 - - 1.5 - Non-hedge derivatives 1.3 1.3 - 1.3 - Non current liabilities- Derivatives - Cash flow hedges 2.0 0.6 - - 0.6 - Non-hedge derivatives 2.7 2.2 2.2 - - TOTAL (5.0) (3.2) (2.2) 1.1 (2.1)

(€millions)Interestrate riskDecember 31, 2017

Foreigncurrency risk Commodities

AS OF DECEMBER 31, 2018 SPLIT BY NATURE

December 31, 2018

Swaps Ton, EUR 4,685 4,685 - - 0.6 - 0.6 (0.3) (0.3) Swaps Ton, GBP 7,422 7,422 - - 0.3 - 0.3 (0.1) (0.1)Swaps Ton, AUD 17,604 11,507 6,097 - (0.1) - (0.1) (1.1) (1.7)TOTAL 29,711 23,614 6,097 - 0.8 - 0.8 (1.5) (2.1)

CASH FLOW HEDGE DERIVATIVESINCOME (LOSS) OF THE YEAR CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Nature

Total < 1 year > 1 year< 5 years

> 5 yearsUnit Fair value reserves(net of tax)

Income (loss),ineffective part

Recycling of fairvalue reserves

into income

NOMINAL AS OF DECEMBER 31, 2018

Fair value

(€millions) (€millions)

Total income(loss)



The impact of these currency derivatives on income and financial position is shown in the table below:

Transactional currency riskThe Group has low exposure to transactional currency risk because the Group’s business is conducted by subsidiaries that operate in their own countriesand in their own currencies. Their exposure to currency risk is therefore naturally limited.

Translation riskTransdev incurs translation risk as a result of translating the financial information of its subsidiaries in the consolidated financial statements. The maincurrencies concerned are the U.S. dollar, the Australian dollar and the Swedish krona.

The table below presents the sensitivity of the Group’s revenue from ordinary activities to fluctuations of more or less than 10% in the euro exchangerate, associated with the translation of subsidiaries’ accounts denominated in foreign currencies:

Management of interest rate riskThe structure of the Group’s financing naturally exposes it to fluctuations in interest rates. Debts with variable interest rates impact financial results inline with fluctuations in interest rates.

The impact of interest rate derivatives on income and financial position is shown in the table below:

Assuming a constant net financial debt structure and management policy as of December 31, 2018, a change of 1% in interest rates would have animpact on financial income of around €3.6 million (based on the cost of debt after hedging by the Group).

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€millions)NON HEDGE DERIVATIVES - NOMINAL AS OF DECEMBER 31, 2018

Swap EUR/CAD 84.6 84.6 1.9 1.4 Swap EUR/SEK 925.0 925.0 (0.2) (0.9)Swap EUR/USD - - (1.5) - Swap EUR/GBP 30.0 30.0 (0.5) (0.3) Swap EUR/AUD 50.0 50.0 1.1 0.9 Swap AUD/EUR - - - - Swap AUD/NZD 20.5 20.5 - - TOTAL - - 0.8 1.1

(local currency millions)NatureIncome (loss) of the year

< 1 yearTotalFair value in the consolidated

statement of financial position

Revenue from ordinary activities 4,549.6 1,105.8 449.4 407.4 435.8 6,948.0 196.3 (196.3)Euro U.S. dollar

Australiandollar

Swedish krona

Othercurrencies Total

10% gain ineuro

10% loss ineuro

Contribution to the consolidated financial statements for fiscal year 2018

Sensitivity to an increase ordecrease in the four main

currencies against Euro

(€millions)

Non hedge derivatives Swaps EUR 15.9 0.6 15.3 - - - 0.4 0.4 - (2.2)Cash flowhedge derivatives Swaps EUR 7.9 3.1 4.8 - (0.1) - - (0.1) (0.1) -TOTAL 23.8 3.7 20.1 - (0.1) - 0.4 0.3 (0.1) (2.2)

INSTRUMENTS

Nature

Total < 1 year > 1 year< 5 years

> 5 years

Unit

Income(loss),

ineffectivepart

Recycling offair value

reserves intoincome

Nominal as of December 31, 2018

Fair value

Fair valuereserves

(net of tax)

Totalincome

(loss)

Income(loss) of

non-eligibleinstruments

INCOME (LOSS) OF THE YEAR(€millions) (€millions)



VII.9.4.2. Management of credit risk

Credit risk is essentially due to the possibility that customers will be unable to meet their payment obligations. In light of the nature of its business andcustomers, Transdev considers it unlikely that credit risk will generate a material potential impact.

The aged trial balance of assets overdue but not impaired as of December 31, 2018 is shown below:

VII.9.5. Carrying amount and fair value of financial assets and liabilities by accounting class

The principles used to measure fair value are described in note VII.1.10.

The fair value of loans and receivables is very close to the value in the consolidated statement of financial position.

As of December 31, 2018, the only financial assets and/or liabilities covered by enforceable master netting agreements are derivatives managed pursuantto FBF and ISDA contracts. These instruments are netted only in the event of a default by one of the parties to the contract. Therefore, they are notnetted for accounting purposes.

VII.9.5.1. Financial assets

The table below shows the net carrying amount and fair value of the Group’s financial assets, grouped according to the categories defined by IFRS 9,as of December 31, 2018:

Non-current and current operating financial assets VII.6.4 328.6 (1.7) 326.9 325.7 - 1.2 - Trade receivables VII.4.2 907.3 (28.6) 878.7 727.8 129.5 13.7 7.7 Other operating receivables 287.3 (3.1) 284.2 258.0 15.6 1.3 9.3 Non-current financial receivables VII.9.2 51.9 (0.2) 51.7 51.7 - - - Current financial receivables VII.9.2 23.8 (2.4) 21.4 21.4 - - - Other non-current financial assets(excl. financial receivables) VII.9.2 21.6 - 21.6 21.6 - - - Other current financial assets(excl. financial receivables) VII.9.2 27.1 - 27.1 26.8 0.1 - 0.2 TOTAL 1,647.6 (36.0) 1,611.6 1,433.0 145.2 16.2 17.2

Note Gross value Impairment Net valueAssets not

yet due

Overduebetween

0-6 months

Overduebetween

6-12 months

Overdue formore than

1 year

December 31, 2018 Overdue not impaired

(€millions)

Non-consolidated investments VII.8.2 24.7 - 12.7 - 12.0 Level 3 Current and non-current operatingfinancial assets VII.6.4 326.9 326.9 - - Other non-current financial assets VII.9.2 73.3 73.3 - - - Non-current and current derivativeinstruments - assets VII.9.4 2.4 - 2.4 - - Level 2Trade receivables VII.4.2 878.7 878.7 - - - Other current operating receivables VII.4.2 437.8 437.8 - - - Other current financial assets VII.9.2 48.5 22.3 26.2 - - Level 1Cash and cash equivalents VII.9.1 387.2 - 387.2 - - Level 2TOTAL 2,179.5 1,739.0 428.5 - 12.0

(€millions)

As of 31 December 31, 2018Carrying amount on the

consolidated statement offinancial position

Method ofmeasuring fair

valueClasses of financial assets

NoteAssets measured

at amortized cost

Assets measured atfair value through

other comprehensiveincome - non

recyclableTotal

Assets measured at fair value

through othercomprehensive

income -recyclable

Assets measured atfair value through

profit or loss



VII.9.5.2. Financial liabilities

The table below shows the net carrying amount and fair value of the Group’s financial liabilities, grouped according to the categories defined by IFRS9, as of December 31, 2018:

VII.10. Assets held for sale

In 2018, Transdev classified some of its business-to-consumer (“BtoC”) activities as assets and liabilities held for sale (see note VII.3.3.). These activities,which are not cash generating units, were measured at the lower of their net carrying amount and fair value less costs to sell.

As of December 31, 2018, the main categories of assets and liabilities classified as assets and liabilities held for sale are shown below:

VII.11. Provisions

VII.11.1. Discount rates

The discount rates used as of December 31, 2018, except for provisions for employee benefit obligations (see note VII.5.2.), are shown below:

The methodology used to calculate these discount rates is described in note VII.2. entitled “Use of management estimates in applying Group accountingstandards”.

Borrowings and other financial liabilitiesnon-current financial liabilities VII.9.1 868.3 868.3 - -current financial liabilities VII.9.1 42.7 42.7 - -overdrafts VII.9.1 5.2 - 5.2 - Level 2

Non-current and current derivativeinstruments - liabilities VII.9.4 5.6 - 3.5 2.1 Level 2Non-current and current part of lease paymentsto be made under concession arrangements 40.0 40.0 - -Trade payables VII.4.2 574.6 574.6 - -Other operating payables VII.4.2 1,169.9 1,169.9 - -TOTAL 2,706.3 2,695.5 8.7 2.1

(€millions)

As of 31 December 31, 2018

Carrying amount in the consolidatedstatement of financial position

Method of measuringfair valueClasses of financial liabilities

Note Total

Liabilities measuredat fair value through

profit or loss

Liabilities measuredat fair value through

other comprehensiveincome -recyclable

Liabilities atamortized cost

Euro2 to 5 years -0.1% 0.7%6 to 10 years 0.9% 1.7%More than 10 years 2.2% 2.7%U.S dollar2 to 5 years 2.9% 4.4%6 to 10 years 3.9% 5.2%More than 10 years 4.5% 6.0%



Non-current assets 4.5Current assets (excluding cash and cash equivalents) 25.4Cash and cash equivalents 1.2TOTAL ASSETS 31.1Non-current liabilities 1.0Current liabilities 57.9TOTAL LIABILITIES, EXCLUDING EQUITY 58.9

December 31, 2018(€millions)



VII.11.2. Breakdown of provisions

VII.11.2.1. Provisions for self-insurance and claims

Provisions for self-insurance and claims concern essentially operations in the United States (€164.1 million at year-end 2018), for which Transdev hastaken out insurance policies with third-party insurers, but which have deductibles of varying amounts that Transdev must pay.

VII.11.2.2. Provisions for employee benefit obligations

As of December 31, 2018, provisions for employee benefit obligations totaled €164.1 million, of which €126.2 million were for pension plans and otherpost-employment benefits, and €37.9 million were for other long-term benefits. Movements in obligations under pension plans and other post-employment benefits are broken down in note VII.5.2. on employee benefit obligations.

VII.11.2.3. Provisions for litigation

Provisions for litigation include all losses deemed probable in connection with litigation of all types (tax, employment and other disputes) that theGroup faces in the course of its business.

VII.11.2.4. Other provisions for contingent liabilities

Other provisions for contingent liabilities include:• provisions for contractual maintenance obligations (major overhauls) in connection with the rail business in Germany; and• other provisions for contingent liabilities.

As of January 1, 2017 109.1 163.8 33.7 78.8 385.4 Additions during the period 117.4 19.2 13.2 40.7 190.5Used during the period (79.4) (20.6) (8.4) (20.8) (129.2)Reversal (1.9) (0.9) (6.5) (14.3) (23.6)Actuarial gains (or losses) - (1.8) - - (1.8)Unwinding of discount 1.2 3.5 - 0.5 5.2 Change in consolidation scope - - - - - Currency impact (12.9) (4.8) (0.5) (0.3) (18.5)Other movements - (0.3) 0.3 (0.7) (0.7) TOTAL AS OF DECEMBER 31, 2017 133.5 158.1 31.8 83.9 407.3

o/w non-current part 51.6 158.1 14.8 49.0 273.5 o/w current part 81.9 - 17.0 34.9 133.8

As of December 31, 2017 133.5 158.1 31.8 83.9 407.3 Additions during the period 120.8 18.5 16.9 99.0 255.2 Used during the period (73.7) (18.8) (8.2) (18.9) (119.6)Reversal (3.5) (0.7) (5.8) (9.1) (19.1)Actuarial gains (or losses) - 4.2 - - 4.2 Unwinding of discount 1.9 3.3 - (0.1) 5.1 Change in consolidation scope (0.3) 0.6 0.6 (0.1) 0.8 Currency impact 6.7 (1.6) 0.2 1.6 6.9 Other movements 0.4 0.5 (0.4) (17.7) (17.2)TOTAL AS OF DECEMBER 31, 2018 185.8 164.1 35.1 138.6 523.6

o/w non-current part 111.7 164.1 18.4 86.6 380.8 o/w current part 74.1 - 16.7 52.0 142.8

(€millions)Provisions for

litigation

Provisions foremployment

benefit obligationsProvisions for self-

insurance and claims Provisions

Other provisionsfor contingent

liabilities



VII.12. Equity

VII.12.1. Equity attributable to the owners of the parent company

Stated capital As of December 31, 2018, stated capital totaled €1,137,119,594. It was divided into 118,203,700 shares with a par value of €9.62, all of the same class, andall of which have been fully subscribed and paid in (no dilutive securities are in circulation).

Fair value reserves

Foreign currency translationThe exchange rates of the major currencies of non-euro countries used in preparing the consolidated financial statements are given in note VII.1.4.

VII.12.2. Non-controlling interests

A breakdown of changes in non-controlling interests is shown in the statement of changes in equity (see note VI).

As of January 1, 2017 0.2 (1.8) (0.1) (1.7) (0.4)Fair value adjustments - 0.1 - 0.1 0.2 Change in consolidation scope - - - - - Other movements - - - - (1.4) As of December 31, 2017 0.2 (1.7) (0.1) (1.6) (1.6)Fair value adjustments (0.9) 0.2 - (0.7) (0.7)Change in consolidation scope - - - - Other movements (0.2) (0.3) - - (0.5) (0.5) AS OF DECEMBER 31, 2018 - (1.2) (1.5) (0.1) (2.8) (2.8)

(€millions)

Commodityderivatives

used as cash flowhedge

Interest ratederivatives

hedging cashflows

Non-consolidatedinvestments measured

at fair value throughother comprehensive

income (nonrecyclable) (1)

Available-for-salesecurities (1) Total

o/wAttributable to

owners of theparent company

(1) Following the application of IFRS 9 as of January 1, 2018, non-consolidated investments, previously classified as available-for-sale assets, have been measured either at fair valuethrough profit or loss or irrevocably at fair value through other comprehensive income (see note VII.1.2.).



VII.13. Taxes

VII.13.1. Income tax expense

VII.13.1.1. Breakdown of income tax expense

The Group's income tax for fiscal year 2018 is an expense of €4.6 million, and breaks down as follows:

Nearly all French subsidiaries have chosen to join the tax consolidation group headed by Transdev Group (an agreement with a five-year term enteredinto in 2011 and renewable automatically). Transdev Group is solely liable to the French Treasury for current corporate income taxes calculated on thebasis of the overall tax return. Transdev Group, the consolidating company, is entitled to any tax savings that may be generated.

VII.13.1.2. Theoretical and recognized income tax expense

Net income (loss) from continuing operations (a) 76.1 (94.3)Income (loss) from joint ventures and associates (b) 4.6 5.3Income tax expense (c) (1.0) (4.6)Pre-tax income (loss) from continuing operations (d)=(a)-(b)-(c) 72.5 (95.0)THEORETICAL TAX RATE (e) (1) 34.43% 34.43%THEORETICAL INCOME TAX -(d) x (e) (25.0) 32.7 Net goodwill impairment expense (0.7) - Tax rate differences (2) 11.1 (13.2)Gain (loss) on disposals 2.3 0.9 Non-basis taxes 0.4 0.3 Tax visibility (3) 12.8 (33.8)Other factors (1.9) 8.5 TAX EXPENSE (effective tax) (1.0) (4.6)

(1) The theoretical tax rate given is the French tax rate (normal rate of 33.33%, to which is added the social contribution of 3.3%, bringing the total rate to 34.43%). (2) The differences in tax rates are due to the fact that the Group does business in countries that apply tax rates that are different from the tax rate in France.(3) Tax visibility includes primarily the movements of unrecognized deferred tax assets.

(€millions) Fiscal year 2017 Fiscal year 2018

Transdev Group tax group (France) 5.3 2.3Netherlands 0.2 (0.1)United States 5.5 5.5 Germany (1.7) 0.5 Australia (2.1) (2.0)Portugal (0.3) (0.8)Sweden (0.8) (3.9)Others (7.1) (6.1)INCOME TAX (1.0) (4.6)Current income tax (24.8) (20.7)Deferred income tax 23.8 16.1

(€millions) Fiscal year 2018Fiscal year 2017



VII.13.2. Deferred tax assets and liabilities

VII.13.2.1. Changes

Changes in deferred tax assets and liabilities in fiscal years 2017 and 2018 are shown below:

Business movements through equity primarily include tax impacts on fair value adjustments and actuarial gains and losses.

As of December 31, 2018, the amount of deferred tax assets not reflected on the statement of financial position totaled €231.8 million, of which €175.0million are deferred tax assets generated by tax losses.

VII.13.2.2. Breakdown by type and use

As of January 1, 2017 221.9 (234.0) (12.1)Change in business activities recognized in net income (19.1) 42.9 23.8 Change in business activities recognized in equity (1.3) 0.1 (1.2)Change in consolidation scope 1.4 (0.8) 0.6 Currency impact (6.7) 7.7 1.0 Reclassification as assets/liabilities held for sale - - - Offsetting of tax groups (1) (151.0) 151.0 - Other movements (0.8) 0.8 - TOTAL AS OF DECEMBER 31, 2017 44.4 (32.3) 12.1 As of December 31, 2017 44.4 (32.3) 12.1 Change in business activities recognized in net income (6.0) 22.1 16.1 Change in business activities recognized in equity 0.6 - 0.6 Change in consolidation scope 0.1 (3.2) (3.1)Currency impact (0.7) 0.2 (0.5)Reclassification as assets/liabilities held for sale - - - Other movements 3.9 (3.3) 0.6 TOTAL AS OF DECEMBER 31, 2018 42.3 (16.5) 25.8

(1) Net deferred tax balances are recognized in the consolidated statement of financial position as assets or liabilities, as appropriate (see note VII.1.11.).

(€millions) Deferred tax assetsDeferred tax

liabilities Net deferred tax

Deferred tax assets recognized in net income 36.6 32.4 Deferred tax assets recognized in equity 7.8 9.9 NET DEFERRED TAX ASSETS 44.4 42.3 Deferred tax liabilities recognized in net income (33.5) (16.0)Deferred tax liabilities recognized in equity 1.2 (0.5)DEFERRED TAX LIABILITIES (32.3) (16.5)NET DEFERRED TAX 12.1 25.8 Including: Tax losses 36.1 39.0Intangible assets and property, plant and equipment (74.5) (57.3)Provisions and employee benefits 62.2 64.6Additional tax depreciation allowance in France (35.1) (35.3)Others 23.4 14.8

December 31, 2017 (€millions) December 31, 2018



VII.13.2.3. Expiration schedule for deferred tax assets on tax losses (net)

Below is the expiration schedule for deferred tax assets on tax losses recognized in the statement of financial position as of December 31, 2018:

The procedures for reviewing the recoverable amount of deferred tax assets associated with tax loss carryforwards are explained in note VII.1.11., inparticular, the use of a five-year tax schedule.

VII.13.3. Tax audits

In connection with their ordinary business activities, the entities of the Group in France and abroad are the subject of regular tax audits. In its estimatesof risks, the Group takes into account the expenses that could result from the consequences of such tax audits, based on a technical analysis of thepositions the Group defends before the tax authorities. The estimates of such risks are revised periodically in light of any developments in the auditsand disputes.

VII.14. Off-balance sheet commitments and collateral

VII.14.1. Off-balance sheet commitments made and received

Commitments made under operating leases are broken down in note VII.6.3.

Commitments received under unused credit lines are discussed in note VII.9.1.4.

Operating guarantees – Commitments made Operating guarantees are any commitments not associated with financing transactions that are required under agreements or contracts and, morebroadly, that are required in connection with carrying on the business of the Group’s companies. These guarantees include bid bonds, advance paymentbonds and completion or performance bonds posted in connection with the execution of contracts or concession arrangements.

MATURITY

Operating guarantees including performance bonds 745.9 350.7 262.3 132.9 Capital investment and purchase obligations 482.1 57.9 424.2 - Commitments in connection with operating activities 1,228.0 408.6 686.5 132.9 Seller's warranties of assets and liabilities 40.2 24.7 15.5 - Investment commitments 68.7 68.7 - - Commitments in connection with the Group's scope 108.9 93.4 15.5 - Letters of credit 58.1 58.1 - - Other financing commitments 3.7 - 3.7 - Commitments in connection with financing 61.8 58.1 3.7 - TOTAL COMMITMENTS MADE 1,398.7 560.1 705.7 132.9

COMMITMENTS AND GUARANTEES GIVEN (€millions) < 1 yearbetween 1 and

5 years > 5 yearsDecember 31, 2018

MATURITY

Operating guarantees 80.0 17.2 56.0 6.8 Commitments in connection with operating activities 80.0 17.2 56.0 6.8 Seller's warranties of assets and liabilities 8.3 6.1 2.2 - Other guarantees in connection with changes in scope 68.7 68.7 - - Commitments in connection with the Group's scope 77.0 74.8 2.2 - Debt guarantees 0.4 - 0.4 - Commitments in connection with financing 0.4 - 0.4 - TOTAL COMMITMENTS RECEIVED 157.4 92.0 58.6 6.8

COMMITMENTS AND GUARANTEES RECEIVED (€millions) < 1 yearbetween 1 and

5 years > 5 ansDecember 31, 2018

EXPIRATION AT DECEMBER 31, 2018(€millions)

DEFERRED TAX ASSETS ON TAX LOSSES (NET VALUE) - 0.7 38.3 39.0

< or = 5 years > 5 years Unlimited Total



Investment and purchase obligations – Commitments madeThese are irrevocable commitments associated with the acquisition of operating assets.

Letters of credit – Commitments madeLetters of credit are issued by financial institutions to creditors, customers or suppliers of the Group’s companies as guarantees in connection withtheir operating activities. Letters of credit granted are primarily guarantees given to insurers in the United States guaranteeing payment of deductibleamounts in the event of claims. Each insurer updates the total amount required, on the basis of an actuarial calculation of claim risk, either annuallyor upon renewal of the insurance policy.

The table above shows only the portion of letters of credit that exceeds the amount of the provision for self-insurance and claims covering this riskalready recognized in the consolidated statement of financial position (see note VII.11.2.).

VII.14.2. Collateral provided to secure financial liabilities

As of December 31, 2018, collateral provided by the Group totaled €81.3 million and is intended to guarantee financial liabilities. The amount of draw-downs under credit facilities outstanding at year-end 2018 totaled €31.4 million.

VII.15. Other notes

VII.15.1. Related party transactions

VII.15.1.1. Compensation and related benefits paid to principal officers (related parties)

The Group’s principal officers consist of the members of Transdev’s Executive Committee and the directors.

Between 2017 and 2018, the following main changes were made to Transdev’s Executive Committee:• the Development Director left at the beginning of the year and was not replaced;• two Executive Committee members left and were replaced at the end of 2018 (Chief Executive Officer (CEO) France and CEO International);• departure at the end of 2018 of the CEO Netherlands, who was replaced on the Executive Committee by the CEO Northern and Central Europe.

In addition, the position of Strategy and Performance Director, which represented a 0.3 full-time equivalent (FTE) position in 2017 (starting in September2017), represented 1 FTE position in 2018.

The table below presents the compensation and related benefits paid to the members of Transdev’s Executive Committee:

Directors’ fees paid to Transdev Group directors Transdev Group’s general meeting of shareholders held on March 20, 2018 voted to set the total gross annual amount of directors’ fees to be paid tothe Board of Directors in 2018 at €60,000. This amount is to be divided among the directors.

Short-term benefits excluding employer contributions (1) 4,376.0 5,770.7Employer contributions (2) 1,271.1 1,753.4Post-employment benefits (3) 84.8 165.1Other long-term benefits (4) 14.0 -TOTAL 5,745.9 7,689.2

(1) Fixed and variable compensation, employee benefits in kind and termination benefits. Variable compensation comprises amounts due in respect of the prior fiscal year andpaid during the next fiscal year.

(2) Except employer contributions related to post-employment benefits.(3) Current service cost. (4) Other compensation vested but payable in the long-term.

2017 2018(€ thousands)



VII.15.1.2. Relationships with companies consolidated under the equity method

Investments in joint-ventures and associates are broken down in note VII.8.1. These non-material transactions are concluded on arm’s-length terms.

VII.15.1.3. Relationships with Caisse des Dépôts and Veolia companies and their subsidiaries not affiliated with Transdev

The relationships with Caisse des Dépôts and Veolia companies and their subsidiaries not affiliated with Transdev are presented in the table below:

VII.15.2. Statutory auditors’ fees

EY and Mazars are the Group’s external statutory auditors.

Certification of accounts 3.2 3.0 0.1Services other than certification 0.6 0.4 -

o/w Services other than certification required by law 0.3 0.1 - o/w other(1) 0.3 0.3 -

TOTAL 3.8 3.4 0.1

(1) Legal, tax, employment-related, etc.

(€millions) EY network

As of December 31, 2017 As of December 31, 2017As of December 31, 2018 As of December 31, 2018

Mazars network Other

Relationships with Caisse des Dépôts companiesand subsidiaries not affiliated with Transdev

Relationships with Veolia companies andsubsidiaries not affiliated with Transdev

Receivables Operating receivables - - 2.2 2.3 Current financial receivables 3.9 2.8 - -

Non-current derivative instruments - liabilities - - 2.7 2.3 Liabilities

Operating payables - - 1.4 1.5 Current financial liabilities - - - - Non-current financial liabilities - - - -

Revenue from ordinary activities - - 0.3 0.2 Operating expenses - - (0.1) 1.0 Net finance expenses - - - -

(€millions)



VII.16. Pending legal or arbitrationproceedings

In the ordinary course of its operations, the Group is involved in a numberof legal and arbitration proceedings with third parties or the taxauthorities in certain countries. Provisions are recognized in connectionwith these legal and arbitration proceedings if an obligation (legal,contractual or implicit) is owed to a third party on the balance sheet date,if it is probable that an outflow of funds without consideration will benecessary to extinguish the obligation, and if the amount of such outflowof funds can be estimated with sufficient reliability.

The main legal proceedings in progress or completed during the year aredescribed below.

VII.16.1. Regional aid for road transportationof passengers - Île-de-France (France)

In 2004, Syndicat Autonome des Transports de Voyageurs (SATV) andSociété Autocars R. Suzanne petitioned the Ile-de-France Region tocancel its decisions adopted in 1994, 1998 and 2001 creating aid programs,on the grounds that the Region had breached Article 108-3 of the Treatyon the Functioning of the European Union, which requires that all aidprograms must be reported to the European Commission before they areimplemented.

Pursuant to a decision rendered on February 2, 2017, the EuropeanCommission recognized that the aid programs that France had adoptedto assist operators of bus transportation services in the Île-de-FranceRegion were compatible with the internal market and, therefore, therewere no grounds for the Region to recover the aid granted. Only theinterest for the period of illegality (the period between October 20, 1994and February 2, 2017) could be recovered.

On March 15, 2017, Transdev SA, Transdev Île-de-France and TransportsRapides Automobiles (TRA) filed a petition with the General Court of theEuropean Union requesting a partial cancellation of the decision of theEuropean Commission, on the grounds that the aid program was notillegally implemented and did not have to be reported first, because itwas a pre-existing aid program that was in effect before the Treaty ofRome came into force. The Île-de-France Region and other Île-de-Francetransportation operators have also filed an appeal with the General Courtrequesting the cancellation of the decision. The hearing before theGeneral Court was held in September 2018. The General Court’s decisionis not expected before the beginning of 2019.

No provision has been recognized in the Group’s financial statements.

VII.16.2. Metrolink (United States)

On October 17, 2012, certain insurers sued Connex Railroad LLC andTransdev North America Inc. in California to recover amounts they hadpaid as a result of an accident that occurred in 2008.

All proceedings initiated as a result of this accident were concluded in2018.

VII.17. Recent developments and post-year-end events

None.

VII.18. Main companies consolidatedin the consolidated financialstatements

As of December 31, 2018, 619 entities were consolidated by the TransdevGroup (633 as of December 31, 2017), of which:• 554 companies were fully consolidated;• 3 companies were consolidated in proportion to the equity share held;• 62 companies were consolidated using the equity method, of which

47 were joint ventures.



FRANCE

TRANSDEV GROUP FRANCE 3 ALLEE DE GRENELLE, 92130 ISSY-LES-MOULINEAUX FC 100.0 100.0

TRANSDEV FRANCE 3 ALLEE DE GRENELLE, 92130 ISSY-LES-MOULINEAUX FC 100.0 100.0

TRANSDEV ILE-DE-FRANCE FRANCE 3 ALLEE DE GRENELLE, 92130 ISSY-LES-MOULINEAUX FC 100.0 100.0

TRANSPORTS RAPIDES AUTOMOBILES FRANCE 241 CHEMIN DU LOUP, 93420 VILLEPINTE FC 100.0 100.0

SOCIETE DU METRO DE L'AGGLOMERATION ROUENNAISE FRANCE 15 RUE DE LA PETITE CHARTREUSE, 76000 ROUEN FC 100.0 100.0

REGIE MIXTE DES TRANSPORTS TOULONNAIS FRANCE RUE OCTAVE VIRGILLY, 83100 TOULON FC 71.4 71.4

COMPAGNIE ARMORICAINE DE TRANSPORTS FRANCE 7 RUE MAX LE BAIL, 22000 SAINT BRIEUC FC 100.0 99.9

TRANSDEV GRAND EST FRANCE 8 RUE DE LA RÉPUBLIQUE, 54000 NANCY FC 100.0 100.0

TRANSDEV URBAIN FRANCE 3 ALLEE DE GRENELLE, 92130 ISSY-LES-MOULINEAUX FC 100.0 100.0

TRANSDEV LOCATION DE VEHICULES FRANCE 3 ALLEE DE GRENELLE, 92130 ISSY-LES-MOULINEAUX FC 100.0 100.0

COMPAGNIE FRANCAISE DE TRANSPORT INTERURBAIN FRANCE 3 ALLEE DE GRENELLE, 92130 ISSY-LES-MOULINEAUX FC 100.0 100.0

TRANSAMO FRANCE 12 RUE ROUGET DE L'ISLE, IMMEUBLE AXE SEINE, 92130 ISSY LES MOULINEAUX FC 95.1 95.1

RATP DEV TRANSDEV ASIA SA FRANCE 3 ALLEE DE GRENELLE, 92130 ISSY-LES-MOULINEAUX EM 50.0 50.0

NETHERLANDS

TBC HOLDING B.V. NETHERLANDS JAN VAN GOYENKADE 8, AMSTERDAM, 1075 HP FC 86.4 86.4

CONNEXXION TAXI SERVICES B. V. NETHERLANDS OOSTERLANDENWEG 15, 8271 ES IJSSELMUIDEN FC 100.0 86.4

CONNEXXION OPENBAAR VERVOER N. V. NETHERLANDS WAARDERWEG 48, 2031 BP HAARLEM FC 100.0 86.4

WITTE KRUIS AMBULANCE B. V. NETHERLANDS LAAPERSVELD 75, 1213VB HILVERSUM FC 100.0 86.4

GERMANY AND CZECH REPUBLIC

TRANSDEV GMBH GERMANY GEORGENSTRAßE 22, 10117 BERLIN FC 100.0 100.0

BAYERISCHE OBERLANDBAHN GMBH GERMANY BAHNHOFPLATZ 9, 83607 HOLZKIRCHEN FC 100.0 100.0

NORDWESTBAHN GMBH GERMANY ALTE POSTSTR. 9, 49074 OSNABRÜCK FC 100.0 100.0

TRANSDEV MORAVA CZECH REPUBLIC POHRANIČNÍ 504/27, VÍTKOVICE, 703 00 OSTRAVA FC 100.0 100.0

SWEDEN AND FINLAND

TRANSDEV NORTHERN EUROPE AB SWEDEN FREDSFORSSTIGEN 22-24, 168 67 BROMMA FC 100.0 100.0

TRANSDEV SVERIGE AB SWEDEN FREDSFORSSTIGEN 22-24, 168 67 BROMMA FC 100.0 100.0

MERRESOR AB SWEDEN CITYTERMINALEN, KLARABERGSVIADUKTEN 72, 111 64 STOCKHOLM FC 100.0 100.0

TRANSDEV FINLAND OY FINLAND TUUPAKANTIE 7 A FI-1740 VANTAA FC 100.0 100.0

PORTUGAL AND SPAIN

TRANSDEV PARTICIPACÕES SGPS PORTUGAL AVENIDA D. AFONSO HENRIQUES, 1462 – 1º 4450-013 MATOSINHOS FC 100.0 100.0

TRANSDEV DIVISION ESPANÃ, SLU SPAIN CALLE SERRANO, 93 - 28006 - MADRID FC 100.0 100.0

UNITED KINGDOM AND IRELAND

TRANSDEV PLC UNITED KINGDOM CAVENDISH HOUSE, 91-93 CAVENDISH STREET, KEIGHLEY, WEST YORKSHIRE, ENGLAND, BD21 3DG FC 100.0 100.0

TRANSDEV IRELAND IRLAND RED COW, NAAS RD. CLONDALKIN, DUBLIN 22, IRELAND FC 100.0 100.0

UNITED STATES AND CANADA

TRANSDEV NORTH AMERICA INC. UNITED STATES 720 E. BUTTERFIELD RD., SUITE 300, LOMBARD, IL 60148 FC 100.0 100.0

SUPERSHUTTLE INTERNATIONAL, INC. UNITED STATES 4610 SOUTH 35TH STREET, PHOENIX, AZ 85040 FC 100.0 100.0

B2B GOLDEN TOUCH TRANSPORTATION OF NY, INC. UNITED STATES 45-02 DITMARS BOULEVARD, SUITE 19, ASTORIA, NY 11105 FC 100.0 100.0

TRANSDEV SERVICES, INC. UNITED STATES 2817 CANAL STREET, NEW ORLEANS, LA 70119 FC 100.0 100.0

TRANSDEV CANADA INC. CANADA 720, RUE TROTTER, SAINT-JEAN-SUR-RICHELIEU (QUÉBEC), J3B 8T2 FC 100.0 100.0

The main companies of the Group are listed below:

(1) FC: fully consolidated; EM: equity method.

Entity Country AddressConsolidation

method (1)

Percentage ofcontrol as of

December 31,2018

Percentage ofinterest as ofDecember 31,

2018



AUSTRALIA AND NEW ZEALAND

TRANSDEV AUSTRALASIA PTY LTD AUSTRALIA LEVEL 8, 469 LA TROBE STREET, MELBOURNE, VICTORIA 3000 FC 100.0 100,0

TRANSDEV MELBOURNE PTY LTD AUSTRALIA 12/114 WILLIAM STREET, MELBOURNE, VICTORIA 3000 FC 100.0 100,0

HARBOUR CITY FERRIES PTY LTD AUSTRALIA SUITE 2 LEVEL 19 9 HUNTER STREET, SYDNEY, NEW SOUTH WALES, 2000 FC 100.0 100,0

TRANSDEV NSW SOUTH PTY LTD AUSTRALIA 27 LINK RD BANKSTOWN AERODROME, NEW SOUTH WALES, 2200 FC 100.0 100,0

TRANSDEV WA PTY LTD AUSTRALIA 8 SAINSBURY RD, O'CONNOR WESTERN AUSTRALIA 6163 FC 100.0 100,0

CHILE AND COLOMBIA

TRANSDEV CHILE S.A. CHILE HERNANDO DE AGUIRE, 162, OFFIC. 1203, PROVIDENCIA SANTIAGO FC 100.0 100.0

REDBUS URBANO SA CHILE AVENIDA EL SALTO 4651, HUECHURABA, SANTIAGO FC 100.0 100.0

TRANSDEV COLOMBIA SAS COLOMBIA AV CL 57R sur 72F 50, BOGOTÁ, CUNDINAMARCA FC 100.0 100.0

ASIA

VT RATP CHINA HONG-KONG WHITTY STREET TRAM DEPOT, CONNAUGHT ROAD WEST, HONG KONG EM 100.0 50.0

SEOUL LINE 9 KOREA 157-230

38, GAEHWADONG-RO 8-GIL, GANGSEO-GU, SEOUL FC 80.0 44.0

RATP DEV TRANSDEV KOREA KOREA (07788)

1303, PRIVATE TOWER 2, 171, MAGOKJUNGANG-RO, GANGSEO-GU, SEOUL EM 100.0 50.0

RATP DEV TRANSDEV INDIA PVT. LTD. INDIA LEVEL 3, REGUS BUSINESS CENTRE, NEO VIKRAM, ABOVE AUDI SHOWROOM, NEW LINK ROAD, ANDHERI WEST, MUMBAI 400 053 EM 100.0 50.0

MOROCCO

TRANSDEV RABAT SALE SA MOROCCO 8 RUE HAJ MOHAMED ERRIFAI HASSAN -RABAT- MOROCCO. 10 000 FC 100.0 100.0

The main acquisitions during the year are described in note VII.3.4. They are not deemed material individually.

Entity Country AddressConsolidation

method (1)

Percentage ofcontrol as of

December 31,2018

Percentage ofinterest as ofDecember 31,

2018

(1) FC: fully consolidated; EM: equity method.


MAZARS ERNST & YOUNG et Autres

MAZARS61, rue Henri Regnault

92400 CourbevoieS.A. à directoire et conseil de surveillance

au capital de € 8.320.000784 824 153 R.C.S. Nanterre

Commissaire aux ComptesMembre de la compagnie

régionale de Versailles

ERNST & YOUNG et AutresTour FirstTSA 14444

92037 Paris-La Défense CedexS.A.S. à capital variable

438 476 913 R.C.S. Nanterre



Transdev GroupYear ended December 31, 2018

Statutory auditors’ reporton the consolidated financial statements

This is a translation into English of the statutory auditors’ report on thefinancial statements of the Company issued in French and it is provided solelyfor the convenience of English-speaking users.

This statutory auditor’s report includes information required by French law,such as the verification of the management report and other documentsprovided to the shareholders. This report should be read in conjunction with,and construed in accordance with, French law and professional auditingstandards applicable in France.



Statutory auditors’ report on the consolidated financial statements

To the Annual General Meeting of Transdev Group,

Opinion

In compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying consolidated financialstatements of Transdev Group for the year ended December 31, 2018.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group asat December 31, 2018 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards asadopted by the European Union.

Basis for Opinion

• Audit Framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated FinancialStatements section of our report.

• Independence

We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2018 to the date of ourreport and specifically we did not provide any prohibited non-audit services referred to in the French Code of Ethics for Statutory Auditors (Code dedéontologie de la profession de commissaire aux comptes).

Emphasis of Matter

We draw your attention to notes VII.3.3, VII.4.1.1 and VII.10 to the consolidated financial statements relating to the significant effects of the withdrawalfrom certain business-to-consumer (“BtoC”) activities. Our opinion is not modified in respect of this matter.

Justification of Assessments

In accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code (Code de commerce) relating to the justificationof our assessments, we inform you of the assessments that, in our professional judgment, were of most significance in our audit of the financial state-ments of the current period.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on specific items of the financial statements.

• Your Group has carried out impairment tests on goodwill (as described in notes VII.1.9, VII.2 and VII.7 to the consolidated financial statements).As part of our assessments, our work consisted in reviewing the methods of implementation of these impairment tests, as well as the assumptionsused to make the cash flow projections. We also verified that the appropriate disclosure was made in the aforementioned notes to the consolidatedfinancial statements.

• Other intangible assets with a definite useful life, property, plant and equipment, financial assets, taxes, provisions and employee benefit obligations,and financial instruments are recognized and measured according to the methods described in the notes to the consolidated financial statements(notes VII.6.1, VII.6.2, VII.6.4, VII.9.2, VII.13.1, VII.13.2, VII.9.5 and VII.11.2). As part of our assessments, our work consisted in assessing the data andassumptions on which the judgments and estimates concerning these accounts were based, in reviewing, through sampling, the calculations madeby your Group, and in verifying that the various notes to the consolidated financial statements provide the appropriate disclosures.


• As stated in note VII.16 to the consolidated financial statements, in the normal course of its business your Group is involved in legal and arbitrationproceedings with third parties or the tax authorities in certain countries. We verified that an appropriate disclosure was made in the notes to theconsolidated financial statements in this respect.

Specific verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications, required by laws and regulations,of the information given in the Board of Directors’ management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

We attest that the consolidated non-financial statement provided for by article L. 225-102-1 of the French Commercial Code (Code de commerce) isincluded in the Group’s management report, it being specified that, in accordance with the provisions of article L. 823-10 of said Code, we have veri-fied neither the fair presentation nor the consistency with the financial statements of the information contained in this statement. This informationshould be reported on by an independent third party.

Responsibilities of Management and Those Charged with Governance for the ConsolidatedFinancial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International FinancialReporting Standards as adopted by the European Union and for such internal control as management determines is necessary to enable the preparationof consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Com-pany or to cease operations.

The consolidated financial statements were approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidatedfinancial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisionsof users taken on the basis of these consolidated financial statements.

As specified in Article L.823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viabil-ity of the Company or the quality of management of the affairs of the Company.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgmentthroughout the audit and furthermore:

• Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs andperforms audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basisfor his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the internal control.

• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by man-agement in the consolidated financial statements.


• Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whethera material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going con-cern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may causethe Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirementto draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided orinadequate, to modify the opinion expressed therein.

• Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to expressan opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of theaudit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements.

Courbevoie and Paris-La Défense, March 12, 2019

Gilles Rainaut Charles Desvernois Jean-Christophe Goudard


The Statutory AuditorsFrench original signed by

Statutory financial statements Transdev Group S.A.

As of December 31, 2018



ContentsI. Statement of financial position as of december 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .112

II. Income statement as of december 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .114

III. Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .116

ASSETS (€ thousands)


I. Statement of financial position

FIXED ASSETS Intangible assets: Start-up costs - - - - Concessions, patents and similar rights 13,387 13,387 - 13,387Goodwill - 283 283 - Other intangible assets 5,472 24,932 19,604 5,328 Intangible asset advances and down payments 2,273 2,397 - 2,397 TOTAL INTANGIBLE ASSETS 21,132 40,999 19,887 21,112 III.7.1 & 7.2Property, plant and equipment: Land - - - -Buildings - - - -Transportation equipment - - - -Machinery and equipment - - - -Other 4,317 6,965 2,421 4,545 Property, plant and equipment in progress and down payments 47 78 - 78TOTAL PROPERTY, PLANT AND EQUIPMENT 4,364 7,043 2,421 4,623 III.7.1 & 7.2Financial Assets: Equity investments 1,425,207 2,695,406 1,262,128 1,433,278Loans related to investments 731,224 908,735 74,810 833,925Other long-term securities - - - -Other loans - - - -Other 2,425 2,730 - 2,730TOTAL FINANCIAL ASSETS 2,158,857 3,606,871 1,336,938 2,269,934 III.7.1 & 7.2TOTAL FIXED ASSETS (I) 2,184,353 3,654,914 1,359,245 2,295,669 III.7.1 & 7.2Current assets Inventories and work in progress:Inventories of raw materials and other supplies - - - -Advances and down payments to suppliers 93 36 - 36Operating receivables:Trade receivables 19,109 22,771 - 22,771 III.7.3 & 7.4Other 7,342 9,044 - 9,044 III.7.3 & 7.4Marketable securities 4 25,006 - 25,006Cash and cash equivalents 121,642 138,149 - 138,149Prepaid expenses 512 1,765 - 1,765 TOTAL CURRENT ASSETS (II) 148,702 196,772 - 196,772 EXPENSES TO BE APPORTIONED OVERMORE THAN ONE PERIOD (III) - - - - BOND REDEMPTION PREMIUMS (IV) - - - -UNREALIZED EXCHANGE LOSSES (V) 13,945 6,079 - 6,079 III.7.5 GRAND TOTAL (I+II+III+IV+V) 2,346,999 3,857,764 1,359,245 2,498,519

GrossNet Net Ref. Note

Fiscal Year 2018Fiscal Year 2017

Depreciation,Amortization


EQUITY Capital 1,137,120 1,137,120 Issue, contribution premiums - -Revaluation of assets - -Reserves: Legal reserve 11,821 19,573 Other reserves - -Regulated reserves - - Retained earnings 112,731 260,020 Income (loss) for the period 155,040 (129,135)Investment grants - -Regulated provisions - - Conditional advances 171 171TOTAL EQUITY (I) 1,416,883 1,287,748 III.7.6PROVISIONS Provisions for liabilities 15,080 49,488 Provisions for expenses 4,521 4,487 TOTAL PROVISIONS (II) 19,601 53,975 III.7.7LIABILITIES Other bonds - 287,517 III.7.8Borrowings from financial institutions(1) 672,370 476,857 III.7.8Various debts 36,971 174,931 III.7.8Advances and down payments on orders in progress - - III.7.8Trade payables 22,259 30,094 III.7.8Tax payables and employee commitments 19,604 23,422 III.7.8Liabilities to fixed asset suppliers 2,335 1,562 III.7.8Other liabilities 141,096 151,001 III.7.8Prepaid income - - III.7.8TOTAL LIABILITIES (III) (2) 894,635 1,145,386 UNREALIZED EXCHANGE GAINS (IV) 15,881 11,410 III.7.5GRAND TOTAL (I+II+III+IV) 2,346,999 2,498,519

LIABILITIES (€ thousands)

(1) Of which bank overdrafts and credit balances on bank accounts: 227 215 (2) Prepaid expenses and income maturing within one year: 110,254 260,524

Ref. NoteFiscal year 2018Fiscal year 2017


II. Income statement

Revenue from operations: Sales of goods - - Production sold (goods) - - Production sold (services) - 76,604 III.8.3NET SALES - 76,604 Inventories of finished goods - - Operating grants 374 - Reversals of provisions, depreciation (and amortization), expense transfers 3,783 1,376 Other revenue 86,393 13,065 TOTAL REVENUE FROM OPERATIONS (I) 90,550 91,045

Operating expenses: Supply purchases - -Changes in inventories - -Other purchases and external expenses 43,180 46,534 Taxes 3,898 4,301 Wages and salaries 29,513 32,056 Social security contributions 13,933 15,450 Depreciation and amortization:

- fixed assets: amortization 4,544 3,753 - fixed assets: depreciation - 440 - current assets: depreciation - -- contingencies and losses : depreciation 1,126 386

Other expenses 1,370 796TOTAL OPERATING EXPENSES (II) 97,564 103,716 OPERATING INCOME (I-II) (7,014) (12,672)PROFIT ATTRIBUTED OR LOSS TRANSFERRED (III) 284 417 LOSS INCURRED OR PROFIT TRANSFERRED (IV) - -

(€ thousands) Ref. NoteFiscal year 2018 (1)Fiscal year 2017

(1) Production sold (services) includes revenue from management fees, invoicing of seconded staff and other costs. In 2017, this revenue was recognized in other revenue.


Financial income: Income from equity investments 184,766 137,783 Income from other marketable securities and non-current asset receivables - -Other interest and similar income 6,041 3,883 Reversals of provisions, depreciation (and amortization), expense transfers 3,529 63,401 Foreign exchange gains 24,988 23,456 Net revenue from disposals of transferable securities - - TOTAL FINANCIAL INCOME (V) 219,325 228,522 Financial expenses: Depreciation, amortization and provisions 38,297 330,263 Interest and similar expenses 10,726 12,087 Foreign exchange losses 30,463 31,106 Net expenses on disposals of transferable securities - 26 TOTAL FINANCIAL EXPENSES (VI) 79,486 373,481 FINANCIAL INCOME (LOSS) (V-VI) 139,839 (144,959) III.8.4CURRENT INCOME (LOSS) BEFORE INCOME TAX (I-II+III-IV+V-VI) 133,109 (157,213)

Extraordinary income: From operations 1 4,691From asset disposals - 100Reversals of provisions, depreciation (and amortization), expense transfers 126 - TOTAL EXTRAORDINARY INCOME (VII) 127 4,791 Extraordinary expenses:From operations 3 4 From asset disposals 2,573 107 Depreciation, amortization and provisions - - TOTAL EXTRAORDINARY EXPENSES (VIII) 2,576 112EXTRAORDINARY INCOME (LOSS) (VII-VIII) (2,449) 4,679 III.8.5EMPLOYEE PROFIT-SHARING (IX) - - INCOME TAX (X) (24,381) (23,400) III.8.6TOTAL REVENUE (I+III+V+VII) 310,286 324,775 TOTAL EXPENSES (II+IV+VI+VIII+IX+X) 155,245 453,909 NET INCOME (LOSS) 155,040 (129,135)

(€ thousands) Ref. NoteFiscal year 2018 (1)Fiscal year 2017


III. Notes to the financial statementsTransdev Group SA, the parent company of the Transdev group (hereinafter“Transdev” or the “Group”) is a société anonyme (corporation) incorporatedunder French law, which has stated capital of €1,137,119,594, and which was regis-tered with the Nanterre Trade and Companies Registry under number 521 477851 on December 12, 2011. Its registered office is located at 3 allée de Grenelle,92130 Issy-les-Moulineaux, France.

III.1. Noteworthy actions andsignificant events during theperiod

III.1.1. Shareholder structure

On October 2, 2018, the Rethmann group announced its intention toacquire Veolia’s stake in Transdev Group SA, after having entered into apartnership agreement with Caisse des Dépôts affirming their shared stra-tegic vision for Transdev’s development. This agreement also providedthat the Rethmann group would sell to Transdev GmbH, a wholly-ownedsubsidiary of Transdev Group SA, the shares of Rhenus Veniro, its holdingcompany, which, together with its subsidiaries, conducted the Rethmanngroup’s public passenger transportation businesses in Germany.

On January 9, 2019, the Rethmann group acquired 30% of Transdev GroupSA’s capital owned by Veolia, and Transdev GmbH acquired RhenusVeniro.

Also on that date, an extraordinary general meeting of Transdev GroupSA’s shareholders approved a capital increase of 4% reserved for Reth-mann France, pursuant to which ordinary shares and preferred shareswithout voting rights would be issued, and granted full powers to theBoard of Directors or the Chief Executive Officer to confirm RethmannFrance’s subscription and the completion of the capital increase by asetoff against the amount of the sale price owed to it by Transdev GroupSA. The capital increase is expected to be completed by mid-2019. Aftercompletion of this capital increase, Rethmann France will hold 34% ofTransdev Group SA’s capital.

Caisse des Dépôts retains sole control of Transdev Group SA.

III.1.2. Equity investments

In 2018, Transdev Group SA subscribed for the capital increase of:• its subsidiary Transdev North America in the amount of €175 million

(of which, US$155 million was subscribed in consideration for a setoffagainst receivables);

• its subsidiary Transdev Eurolines in the amount of €21 million (which wasentirely subscribed in consideration for a setoff against receivables);

• its subsidiary Transdev Colombia in the amount of €1 million.

In addition, the subsidiary Transdev Division Espana repaid €10 million inreserves equivalent to capital.

In 2018, the Group initiated the divestment of certain business to consumer(“BtoC”) activities and certain of its subsidiaries disposed of assets:GreenTomatoCars and Cabfind in the United Kingdom and a 50% stake

in the Spanish long-distance bus subsidiaries Movebus, Eurolines Peninsularand Viajes Eurolines. Indeed, in 2018, the Group decided to reduce itsexposure to its BtoC business and to initiate the process of selling certainof its assets that operate these activities.

III.1.3. Financing

On August 3, 2018, Transdev Group SA carried out two bond issues for atotal amount of €220 million (the first for €150 million, maturing in August2025, and the other for €70 million, maturing in August 2026). This newsource of financing enabled Transdev Group SA to repay a €200 milliontranche of a credit facility, obtained in 2016 from a banking syndicate.

On December 4, 2018, Transdev Group SA added two bond issues, the-reby increasing the 2025 issue to €160 million and the 2026 issue to €125million.

III.1.4. Assignment of competitiveness andemployment tax credit receivable

In fiscal year 2018, the Group assigned its 2018 Competitiveness andEmployment Tax Credit (Crédit d’Impôt Compétitivité Emploi – “CICE”)receivable without recourse to a financial institution.

III.1.5. Tax consolidation

On April 21, 2011, Transdev Group SA elected to be part of a tax group, asdefined in Articles 223 A et seq. of the French General Tax Code (Codegénéral des impôts).

The tax consolidation election took effect on January 1, 2011 for a periodof five years. It is renewable automatically unless expressly terminated byTransdev Group SA.

Income tax expense is allocated to the accounts of the various entitiesthat comprise the tax group in accordance with the “neutrality” methodrequired by the French National Accounting Institute (Conseil Nationalde la Comptabilité), and reiterated in the Official Tax Bulletin no. 4H-9-88.

Pursuant to this principle, each subsidiary pays the tax it would have paidin the absence of tax consolidation, and Transdev Group SA, the companythat heads the tax consolidation group, pays its own tax and eitherreceives the benefit of any tax savings or bears the burden of any addi-tional tax due to application of tax consolidation.

For 2018, the tax consolidation option led to the recognition of a conso-lidated tax bonus of €29.8 million on the parent company’s financial sta-tements and a Group tax liability of €7.5 million.



III.1.6. Reimbursement of a competitionpromotion fund

In connection with the merger of the Transdev and Veolia Transportgroups in 2011, the competent merger control authorities had imposedcertain conditions on their authorization, including the creation of a com-petition promotion fund, managed by an independent manager andapproved by the competition authority. Of the sums that Transdev GroupSA paid into this competition promotion fund, €4.7 million was not usedand was reimbursed.

III.2. General rules and principlesapplied

The financial statements for fiscal year 2018 have been prepared in accor-dance with French accounting principles in effect. To the extent possible,detailed figures are provided in table form and expressed in thousands ofeuros.

New regulation ANC 2018-01 of April 20, 2018, which amended regulationANC 2014-03 on the French General Chart of Accounts, has no materialimpact on the Company’s financial statements. The accounting principlesapplied to prepare these financial statements are the same as thoseapplied for the year-end closing at December 31, 2017.

III.3. Consolidation

Transdev Group SA is the parent company of the Transdev group whoseconsolidated accounts are fully consolidated in the accounts of Caisse desDépôts et Consignations (General Section), whose registered office islocated at 56 rue de Lille, 75356 Paris 07 SP.

III.4. Measurement procedures andmethods applied to variousstatement of financial positionand income statement items

Items recognized on the financial statements are measured using the “his-torical costs” method. More specifically, the measurement proceduresand methods described below are used for the various items reported onthe annual financial statements.

III.4.1. Intangible assets

Intangible business assets are measured at acquisition cost. In accordancewith the accounting regulations applicable to assets under ANC 2015-06,intangible business assets with an indefinite useful life are not amortized,but are tested each year for impairment. Impairment is recognized if themarket value of the asset is less than its net carrying amount.

The accounting regulations on intangible business assets had no impacton the financial statements as of December 31, 2018.

Depending on its type, computer software is amortized over a period ofthree to five years.

III.4.2. Property, plant and equipment

Assets are depreciated on a straight-line basis over their useful lives:• Buildings: 20 years• Installation, fixtures and improvements: 8 years• Computer equipment: 5 years• Office equipment: 5 to 7 years• Office furniture: 5 to 10 years

III.4.3. Financial assets

For securities acquired, the gross value of long-term securities is equal toacquisition cost including ancillary expenses, if any.

Provisions for impairment of equity investments are recognized on thebasis of (i) the financial performance of the investments, (ii) changes inincome or (iii) their probable sale value. The company relies inter alia onthe business plans prepared by the subsidiaries.

Other financial assets are recognized as assets at their initial recognitionvalue. Impairment is recognized if the market value of an asset falls belownet carrying amount.

III.4.4. Receivables and liabilities

Receivables and liabilities are recognized at their nominal values.

If applicable, impairment is recognized on receivables to take intoaccount the risk of non-collection.

III.4.5. Transferable securities

Time deposit accounts are reported in this item. They are recognized attheir acquisition cost, and a provision for impairment is recognized if theirmarket value is less than their carrying amount.

III.4.6. Provisions for liabilities and expenses

Provisions for liabilities and expenses are estimated according to the dataknown to the company on the date on which the financial statements areapproved by the Board of Directors.

Provisions are broken down by type in section III-7.7 of notes to thefinancial statements.


transactions

Transdev Group SA manages market risks associated with fluctuations inforeign exchange rates through the use of derivatives, in particular cur-rency futures, currency swaps and currency options. These instrumentsare used for hedging purposes.

Foreign exchange derivatives classified as hedging transactions foraccounting purposes are reported as foreign exchange gains or losses inparallel to the hedged items.

The overall position of derivatives not classified as hedging transactionsfor accounting purposes is reported by currency.

A provision is recognized for unrealized foreign exchange losses, unrea-lized gains are not recognized in income, and realized gains or losses arerecognized in income.

III.4.9. Pension commitment

The company has opted for an external management contract for futurepost-employment benefits. The corresponding expenses are covered bythe capitalized value of the funds paid.

The rights accrued by the employees in respect of future post-employ-ment benefits were calculated on the basis of the age and length of ser-vice of each employee, using a method that takes into accountassumptions concerning changes in salaries, life expectancy and person-

nel turnover, in accordance with the principles applied in the Transdevgroup.

Expenses and income from discounting are recognized on the incomestatement using the preferential method described in CNC Recommen-dation no. 2003 R-01 of April 1, 2003.

In 2018, a rate of 1.30% was used for discounting.

As of December 31, 2018, a provision of €4.3 million was recognized for ashortfall in commitment coverage.

III.4.10. Commitment in respect of length ofservice benefits

The rights accrued by employees in respect of length of service benefitswere determined according to the age and length of service of eachemployee, using a method that takes into account assumptions concer-ning changes in salaries, life expectancy and personnel turnover, in accor-dance with the principles applied in the Transdev group.

As of December 31, 2018, the commitments were covered by a provisionof €0.1 million.

III.4.11. Competitiveness and employment taxcredit

The Competitiveness and Employment Tax Credit (“CICE”) was introducedby the Amended Budget Act for 2012, which was published on December29, 2012. It comprises a tax credit, the amount of which is calculated inproportion to the gross wage bill, excluding salaries that are more than2.5 times the statutory minimum wage (“SMIC”). In 2018, the CICE was setat 6% of eligible remuneration paid.

In accordance with accounting standards and group instructions, the CICEwas recognized as a corporate income tax credit (695*) in the financialstatements of our company.

In respect of the 2018 fiscal year, Transdev Group SA reported a CICE of€158,304. This CICE was used, in particular, to finance training programs,new recruitments and development initiatives.

The impact of the CICE on Transdev Group SA’s net income breaks downas follows:

2018Net result (129,135)CICE year N 158Net income (loss) excluding CICE (129,293)Result for year N distributed in the form of dividends in year N+1 -

(€ thousands)


III.4.7. Foreign currency transactions

During the fiscal year, transactions in foreign currencies are reported at their equivalent value in euros at the exchange rate in effect on the date of the transaction.

Receivables, liabilities, loans and borrowings in foreign currencies are reported on the statement of financial position for their equivalent value in euros using the year-end exchange rate. Any difference generated by updating the value of liabilities and receivables in foreign currencies using the year-end exchange rate is reported in the “unrealized foreign exchange gains or losses” item on the balance sheet.

In accordance with Article 420-7 of the General Chart of Accounts, the impact of converting cash accounts held in foreign currency is recognized directly on the income statement as a foreign exchange translation gain (loss). Similarly, the impact of converting current accounts held with sub-sidiaries that, by their nature, are comparable to cash accounts, is reco-gnized directly on the income statement as a foreign exchange translation gain (loss).

A contingency provision is recognized for the net amount of the total amount of any unrealized foreign exchange losses, assessed by currency and maturity group, after taking into account forward transactions clas-sified as hedging transactions for accounting purposes.

III.4.8. Foreign exchange derivative


The CICE is offset against the corporate income tax owed in respect ofthe fiscal year during which it is recognized, then against any tax owed inrespect of the subsequent three fiscal years. At the end of this offsettingperiod, any surplus that cannot be offset is reimbursed. In 2018, the groupdecided to assign its CICE receivable without recourse to a financialinstitution.

III.5. Other information

III.5.1. Related-party transactions

Related-party transactions concerned by Article R.123-199 1 of theFrench Commercial CodePursuant to the regulations of the Accounting Standards Authority (Auto-rité des Normes Comptables or “ANC”) and Article R.123-199 1 of theFrench Commercial Code concerning related parties, Transdev Group SAconfirms that it did not engage any such transactions in fiscal year 2018.

Transactions with affiliates As part of its holding activities, the company provides services to its sub-sidiaries on behalf of the group. These activities cover primarily technicalassistance, a brand fee, employee lending and the issue of guarantees.

III.5.2. Statutory auditors’ fees

Pursuant to Decree no. 2008-1487 of December 30, 2008, informationconcerning statutory auditors’ fees is not provided in this note becauseit is provided in the notes to the Transdev group consolidated financialstatements.

III.6. Post-closing events

On January 9, 2019, the Rethmann group acquired the 30% of TransdevGroup SA’s capital owned by Veolia, and Transdev GmbH, a wholly-ownedsubsidiary of Transdev Group SA, acquired Rhenus Veniro.

Also on that date, a general meeting of Transdev Group SA’s shareholdersapproved a capital increase of 4% reserved for Rethmann France, pursuantto which ordinary shares and preferred shares without voting rights wouldbe issued, and granted full powers to the Board of Directors or the ChiefExecutive Officer to confirm Rethmann France’s subscription and thecompletion of the capital increase by a setoff against the amount of thesale price owed to it by Transdev Group SA. The capital increase is expec-ted to be completed by mid-2019. After completion of this capitalincrease, Rethmann France will hold 34% of Transdev Group SA’s capital.

Caisse des Dépôts retains sole control of Transdev Group SA.


Transdev North America - 175,223 - - 175,223Eurolines - 21,000 - - 21,000Transdev Division Espana - - (10,000) - (10,000)Transdev Colombia - 1,102 - - 1,102Maas Finland Oy - 1,255 - - 1,255Others 414 - - - 414TOTAL 414 198,580 (10,000) - 188,995


Intangible assets 35,940 2,270 - 392 - 38,602Intangible assets advances and down payments 2,273 528 (12) (392) - 2,397Property, plant and equipment 5,898 1,238 (200) 29 - 6,965Property, plant and equipment in progress 47 78 (18) (29) - 78Financial assets, of which 3,263,706 625,048 (281,883) - - 3,606,871Equity investments 2,506,411 198,995 (10,000) - - 2,695,406Loans related to investments 754,869 425,739 (271,873) - - 908,735Other long-term securities - - - - - -Other loans - - - - - -Other financial assets 2,425 315 (10) - - 2,730TOTAL FIXED ASSETS 3,307,864 629,162 (282,113) - - 3,654,913

Grossvalues at the

start of the period

Acquisitions,increases

during the period

Disposals,reductions

during the periodOtherflows

Unrealizedcurrency losses

Grossvalues at the

end of the period(€ thousands)

(€ thousands)Disposals

during the periodCapital

increaseAcquisitions

during the periodOtherflows

Changesduring the period

Below is a breakdown of the main transactions involving investment securities:

III.7.2. Statement of fixed assets: Changes in depreciation, amortization and impairment

Impairment of financial assets and related receivables

Depreciation and amortization on intangible assets 17,081 3,261 (456) - 19,887Depreciation and amortization on property, plant and equipment 1,581 932 (92) - 2,421Impairment of financial assets 1,104,849 293,115 (61,026) - 1,336,938 TOTAL DEPRECIATION/AMORTIZATION AND IMPAIRMENT OF FIXED ASSETS 1,123,511 297,308 (61,574) - 1,359,245of which recognition and reversals operating - 4,193 (456) - -financial - 293,115 (61,026) - -extraordinary - - - - -

(€ thousands)

Reversalsor reductions

during the period

Amountsrecognized during

the period

Positionat the start

of the period Reclassifications

Depreciationand amortization

at the endof the period

Transdev Ile de France SA 482,866 - - - 482,866Transdev SA 394,853 - (50,000) - 344,853Transdev North America INC. 49,872 219,418 - - 269,290Other equity investments 177,258 73,697 (11,026) - 239,929TOTAL 1,104,849 293,115 (61,026) - 1,336,938

(€ thousands)Reversals

during the period

Amountsrecognized during

the period

Positionat the start

of the period Reclassifications

Positionat the end

of the period


III.7. Additional information concerning the statement of financial position

III.7.1. Statement of fixed assets: Changes in gross values

Canadian dollar CAD 1,590 -Pound sterling GBP 1 322New Zealand dollar NZD 5 -Australian dollar AUD 765 -Swedish krona SEK - 779US dollar USD 3,717 10,309TOTAL 6,079 11,410


III.7.3. Statement of receivable maturity dates

(€ thousands)

Fixed assetsReceivables from controlled entities 908,735 322,637 908,735 754,869Other financial assets 2,730 - - 2,425Current assetsTrade receivables 22,771 22,771 19,765 19,109Other receivables 9,044 9,044 2,497 7,342Prepaid expenses 1,765 1,765 - 512TOTAL 945,046 356,218 930,998 784,258

Fiscal year 2018Gross

Maturing in lessthan one year

Of whichaffiliates or

controlled entitiesFiscal year 2017

Gross

III.7.4. Statement of current assets: Changes in impairment

There were no movements concerning these items during the period.

III.7.5. Unrealized foreign exchange loss/gain

The breakdown of currency impact at year-end is shown below:

Receivables from controlled entities 6,037 1,101Trade receivables 42 4Transferable securities - -Loans and other debts - 10,305TOTAL 6,079 11,410

(€ thousands)

Unrealizedcurrency

translation losses

Unrealizedcurrency

translation gains

(€ thousands)

Unrealizedcurrency

translation losses

Unrealizedcurrency

translation gains

and breaks down as follows by currency:



Capital subscribed, called and paid in 1,137,120 - - - - 1,137,120Contribution premium - - - - - -Legal reserve 11,821 7,752 - - - 19,573Other Reserves - - - - - -Retained earnings 112,731 147,288 - - - 260,020Income (loss) for the period 155,040 (155,040) - - (129,135) (129,135)Interim dividends - - - - - -Conditional advances 171 - - - - 171TOTAL EQUITY 1,416,883 - - - (129,135) 1,287,748

III.7.6. Statement of changes in equityPosition

at the startof the period

Appropriationof net income

2017Capital

reductionOther

own fundsNet income (loss)

2018

Positionat the end

of the period(€ thousands)

Provision for impairment (1) 15,080 37,148 (2,740) - - 49,488Provision for pensions and length of service benefits 4,227 386 (169) - - 4,443For employee contingencies 294 - (250) - - 44TOTAL 19,601 37,534 (3,159) - - 53,975of which recognition and reversalsoperating - 386 (784) - - -financial - 37,148 (2,375) - - -extraordinary - - - - - -

III.7.7. Provisions for liabilities and expenses

Amountat the start

of the periodRecognition

during the period

Reversalsduring the period:

used

Reversalsduring the period

unnecessary

Contributionsuccessor

agreementAmount at the


The movements during the period are shown below:

(1) Provisions for impairmentProvision for impairment of subsidiary value 14,214 37,148 (2,375) - 48,987Other provisions for risks 866 - (365) - 501

TOTAL PROVISIONS FOR IMPAIRMENT 15,080 37,148 (2,740) - 49,488

Amountat the start

of the periodIncreases

during the period

Decreases,reversals

during the period ReclassificationsAmount at the


The main changes concern the types below:


At year-end, Transdev Group SA's share capital consists of 118,203,700 shares with a nominal value of €9.62, fully paid up and of the same class.

In accordance with the ordinary general meeting’s resolutions of March 20, 2018 approving the financial statements for 2017, the accounting profit forthe fiscal year was allocated to the legal reserve and retained earnings.


Other bonds 287,517 2,276 150 285,092 - -Borrowings from financial institutions 476,857 1,371 450,487 25,000 - 811,043Various debts 174,931 172,150 2,781 - 174,931 69,478Advances and down payments on orders in progress - - - - - -Trade payables 30,094 30,094 - - 6,655 31,020Tax payables and employee commitments 23,422 23,422 - - - 17,193Liabilities to fixed asset suppliers 1,562 1,562 - - 369 2,400Other liabilities 151,001 29,649 121,352 - 149,895 118,153Prepaid income - - - - - -TOTAL 1,145,386 260,524 574,770 310,092 331,850 1,049,286

III.7.8. Statement of debt maturity dates

Maturingin less than

1 year

Maturingin more than

1 year and lessthan 5 years

Maturingin more

than 5 years

Of whichaffiliates orcontrolled

entities(€ thousands)

Operational performance guarantees 245,001 245,001 - 59,338 103,594 82,070Guarantees on operating leases 254,657 254,657 - 19,135 91,278 144,245Other operational guarantees 273,700 261,381 12,319 195,310 78,345 45TOTAL OPERATIONAL GUARANTEES 773,358 761,040 12,319 273,783 273,217 226,359Guarantees related to financial transactions - - - - - -Commitments made - - - - - -Financial guarantees 26,566 26,566 - - 8,511 18,055TOTAL OTHER GUARANTEES AND COMMITMENTS GIVEN 26,566 26,566 - - 8,511 18,055Commitments received 700,000 - 700,000 - 700,000 -

III.7.9. Statement of financial commitments

Total

Subsidiaries,controlled

entities and other

affiliates OtherMaturing

in less than 1 year

Maturingin more than

1 year and lessthan 5 years

Maturingin more

than 5 yearsTYPES OF COMMITMENTS (€ thousands)

The total amount of the company's financial commitments breaks down as shown below:

The commitments made by Transdev Group SA mainly relate to financing and performance guarantees on behalf of its French and foreign subsidiaries. Commitments received consist of unused credit lines with banks.

III.7.10. Finance lease commitments

There were no finance lease commitments at year-end 2017 and year-end 2018.

Fiscal year 2018 Fiscal year 2017



The revenue from management fees, invoicing of seconded staff and other costs is included in the provison of services. In 2017, this revenue was reco-gnized in other revenue.

Compensation paid to members of management bodies (directors' fees) 60 60

(€ thousands)Fiscal year 2018

AmountFiscal year 2017

Amount

III.8.3. Breakdown of net sales

TYPE OF TRANSACTIONS (€ thousands)

III.8.2. Average number of employees

Management employees 302 6Supervisors and technicians 27 -White-collar employees 24 -TOTAL 353 6

Salaried personnel

Personnelloaned

to the company

III.8.4. Analysis of financial income (loss)

Financial revenueRevenue from controlled entities 117,464 117,464Revenue from receivables of controlled entities 20,318 20,318Other financial income 3,883 3,872Reversals of financial provisions and expense transfers 63,401 63,401Currency translation gains 23,456 -TOTAL FINANCIAL REVENUE 228,522 205,056Financial ExpensesFinancial amortization and provisions (330,263) (330,263)Interest and similar expenses (12,087) -Currency translation losses (31,106) -Expenses on the disposal of transferable securities (26) -TOTAL FINANCIAL EXPENSES (373,481) (330,263)FINANCIAL INCOME (LOSS) (144,959) (125,207)

Fiscal year 2018Amount

Of whichaffiliates or

controlled entities

A) Distribution by business sectorProvision of services 76,604 n.a.

TOTAL 76,604 -B) Distribution by geographical area

Provision of services France 44,744 n.a.Provision of services EU and non-EU 31,859 n.a.

TOTAL 76,604 -

(€ thousands)Fiscal year 2018

AmountFiscal year 2017

Amount


III.8. Additional information concerning the income statement

III.8.1. Compensation of corporate officers

1. Pre-tax income (157,213) 4,679 (152,534)2. Temporary differences 3,361 - 3,3613. Permanent differences 155,193 4 155,1984. Tax bases 1,341 4,683 6,0245. Deferred tax losses and depreciation deemed deferred - - -6. Taxable income after deduction of losses 1,341 4,683 6,0247. Corporate income tax 23,400 - 23,4008. Long-term capital gains tax (reduced rate) - - -9. After-tax income (133,814) 4,679 (129,135)


III.8.5. Analysis of extraordinary expenses and revenue

Extraordinary expenses and revenue from management operations (4) 4,691Disposals of long-term investments - -Disposals of property, plant and equipment (107) 100Disposals of intangible assets - -Recognition/reversal of depreciation/amortization and extraordinary provisions:Other extraordinary recognition/reversals - -Excess tax depreciation - -TOTAL (112) 4,791

Extraordinaryexpenses

Extraordinaryrevenue

III.8.6. Corporate income tax breakdown

(€ thousands)

III.8.7. Unrecognized tax situation

As of December 31, 2018, Transdev Group SA held:- Tax losses that can be carried forward indefinitely in the amount of (cerfa 2058-B Bis) ......................74,604 thousand euros.- Total tax losses for the consolidated group of ............................................................................................331,437 thousand euros.

Currentincome (loss)

Extraordinaryincome (loss) Total

Temporary differences correspond to expenses included in the book income that will be deducted from or added back to taxable income in futurefiscal years.

Permanent differences primarily correspond to dividends received from subsidiaries, long-term net capital gains and losses and provisions forimpairment of the financial assets.

In 2018, as a result of tax consolidation, Transdev Group SA recognised a tax saving of 29,763 thousands euro in its individual financial statements anda tax liability of 7,513 thousands euro.

TYPE OF TRANSACTIONS (€ thousands)



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MAZARS61, rue Henri Regnault

92400 CourbevoieS.A. à directoire et conseil de surveillance

au capital de € 8.320.000784 824 153 R.C.S. Nanterre



ERNST & YOUNG et AutresTour FirstTSA 14444

92037 Paris-La Défense CedexS.A.S. à capital variable

438 476 913 R.C.S. Nanterre




Statutory auditors’ reporton the financial statements

This is a translation into English of the statutory auditors’ report on thefinancial statements of the Company issued in French and it is provided solelyfor the convenience of English-speaking users.

This statutory auditor’s report includes information required by French law,such as the verification of the management report and other documentsprovided to the shareholders. This report should be read in conjunction with,and construed in accordance with, French law and professional auditingstandards applicable in France.



Statutory auditors’ report on the financial statements

To the Annual General Meeting of Transdev Group,

Opinion

In compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying financial statements ofTransdev Group for the year ended December 31, 2018.

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 as at December31, 2018 and of the results of its operations for the year then ended in accordance with French accounting principles.

Basis for Opinion

• Audit Framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial Statementssection of our report.

• Independence

We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2018 to the date of ourreport and specifically we did not provide any prohibited non-audit services referred to in the French Code of Ethics for Statutory Auditors (Code dedéontologie de la profession de commissaire aux comptes).

Emphasis of Matter

We draw attention to:

• Notes III.7.1 and III.7.2 to the financial statements relating to the trend in the value of the shares held by your Company;

• Note III.8.3 to the financial statements relating to the classification of the income from management fees, the re-invoicing of seconded personaland other fees.

Our opinion is not modified in respect of these matters.

Justification of Assessments

In accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code (Code de commerce) relating to the justificationof our assessments, we inform you of the assessments that, in our professional judgment, were of most significance in our audit of the financial state-ments of the current period.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on specific items of the financial statements.

Your Company has booked and valued equity interests according to the methods described in Note III.4.3 to the financial statements. As part of ourassessments, our work consisted in examining the methods of implementation of these rules, assessing the data and assumptions on which the judg-ments and estimates used by your Company are based, and examining, on a test basis, the calculations made by your Company.


Specific verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations.

• Information given in the Management Report and in the Other Documents with respect to the financial position and the financial statementsprovided to the Shareholders

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the Board ofDirectors’ management report and in the other documents with respect to the financial position and the financial statements provided to theShareholders.

We attest that the information relating to payment terms referred to in article D. 441-4 of the French Commercial Code (Code de commerce) isfairly presented and consistent with the financial statements.

• Information relating to Corporate Governance

We attest that the Corporate Governance section of the Management Report sets out the information required by Article L. 225-37-4 of the FrenchCommercial Code (Code de commerce).

• Other information

In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests hasbeen properly disclosed in the management report.

Responsibilities of Management and Those Charged with Governance for the ConsolidatedFinancial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles andfor such internal control as management determines is necessary to enable the preparation of financial statements that are free from material mis-statement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or tocease operations.

The financial statements were approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as awhole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users takenon the basis of these financial statements.

As specified in Article L.823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the via-bility of the Company or the quality of management of the affairs of the Company.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgmentthroughout the audit and furthermore:

• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs auditprocedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion.The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the internal control.


• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by man-agement in the financial statements.

• Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whethera material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going con-cern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may causethe Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirementto draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate,to modify the opinion expressed therein.

• Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions andevents in a manner that achieves fair presentation.

Courbevoie and Paris-La Défense, March 12, 2019

Gilles Rainaut Charles Desvernois Jean-Christophe Goudard


The Statutory AuditorsFrench original signed by

3 allée de Grenelle CS20098 92442 Issy-les-Moulineaux Cedex

www.transdev.com
