2017 Full-year Results - March 2018 SPIE, sharing a vision for the future

Page created by Christina Morales
 
CONTINUE READING
SPIE, sharing a vision for the future

    2017 Full-year Results                                        March 2018
March 2018 | 2017 Full-year Results   -1-
Disclaimer
      Certain information included in this document are not historical facts but are forward-looking statements. These forward-looking statements are
      based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business
      strategies (including the successful integration of SAG) and the environment in which SPIE operates, and involve known and unknown risks,
      uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be
      materially different from those expressed or implied by these forward-looking statements.

      Forward-looking statements speak only as of the date of this document and SPIE expressly disclaims any obligation or undertaking to release
      any update or revisions to any forward-looking statements included in this document to reflect any change in expectations or any change in
      events, conditions or circumstances on which these forward-looking statements are based. Such forward- looking statements are for illustrative
      purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and
      uncertainties, many of which are difficult to predict and generally beyond the control of SPIE. Actual results could differ materially from those
      expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those discussed or
      identified under Chapter 4 “Risk factors” in the 2016 Registration Document, which received the AMF visa n° R. 17 - 0017 on April 18th, 2017,
      and is available on the website of the Company (www.spie.com) and of the AMF (www.amf-france.org).

      This document includes only summary information and does not purport to be comprehensive. No reliance should be placed on the accuracy or
      completeness of the information or opinions contained in this document.

      This document includes pro forma financial information in relation to the financial year ended December 31st, 2017, which has been prepared
      as if all acquisitions made by SPIE in 2017 (including SAG) had been completed as of January 1st, 2017. This pro forma financial information
      is provided for information purposes only and does not represent the results that would have been achieved if these acquisitions had actually
      been completed on such date.

      This document does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the
      United States or any other jurisdiction

March 2018 | 2017 Full-year Results                                         -2-
2017 Highlights

March 2018 | 2017 Full-year Results          -3-
Full-IoT public service, Bordeaux Métropole, France
                                            SPIE ICS will deploy an Internet of things (IoT)-based public
                                            service monitoring system in the Matmut-Atlantique Stadium
                                            district in Bordeaux. 500 smart sensors will be installed on
                                            public lights, meters, electrical vehicles recharge points, waste
                                            collection units, in order to optimise service and reduce costs.
March 2018 | 2017 Full-year Results   -4-
High-voltage Conneforde-Merzen line, Tennet, Germany
                                            SPIE Deutschland & Zentraleuropa will provide engineering
                                            and design services for a new 380 kV line, part of the
                                            ‘Energiewende’ projects, between Conneforde and Merzen
                                            (120 km) in Lower Saxony.

March 2018 | 2017 Full-year Results   -5-
LED lighting upgrade, Manchester Airport, UK
                                            SPIE UK has installed an innovative, energy-efficient and cost-
                                            effective LED-based lighting solution for the A538 Manchester
                                            Airport tunnels, which serve runways 1 and 2.

March 2018 | 2017 Full-year Results   -6-
Euro Tank Terminal site extension, VTTI, The Netherlands
                                            SPIE Nederland, already in charge of the maintenance of
                                            electrical and instrumentation (E&I) systems of the ETT site in
                                            Rotterdam, will provide E&I installation services, as well as
                                            lighting, video surveillance and fire protection installation
                                            services, as part of a site extension project.
March 2018 | 2017 Full-year Results   -7-
2017: a robust performance in a transition year

                                      Revenue                                                                          EBITA                                                             Adjusted EPS(2)

                                                                                                     €388m                           +13.5%
                  +24.8%                                 +5.8%                                                                                                                      €1.37                            +7.4%
                                            (1)                               (1)
                                                                                                    Group EBITA                        y-o-y growth
                        incl. SAG                           excl. SAG                                                                                                                 per share                      y-o-y growth
                                                                                                                        6.3%
                                                                                                                       of revenue

                               Bolt-on M&A                                                              Cash conversion                                                                         Dividend(4)

                                      €321m                                                           102%                            €234m                                         €0.56                             +5.7%
                             Total revenue acquired                                            Cash conversion(3) Free Cash Flow                                                      per share                      y-o-y growth

    Notes:
    1      Total growth at constant FX
    2      Earnings per share, fully diluted, adjusted for amortisation of allocated goodwill and exceptional items.
    3      Cash conversion is defined as Cash Flow from Operations divided by EBITA. Cash Flow from Operations corresponds to EBITA, plus depreciation, plus change in net working capital and provisions related to expenses and income included in
           the EBITA, less capital expenditures (excluding acquisitions)
    4      Subject to shareholders’ approval at the Annual General Meeting on May 25th, 2018

March 2018 | 2017 Full-year Results                                                                                         -8-
2017: substantial achievements and a few challenges

                                       Acceleration of European development
                                          SAG: SPIE’s largest acquisition ever
                                          SPIE n°2 in Germany
                                          Significant growth in the Netherlands with 5 bolt-on
                                           acquisitions
          Substantial
          achievements                 Pick up in France revenue
          …                               +1.1% organic growth in 2017; +2.8% in H2
                                          Ambitious reorganisation launched

                                       A record year for bolt-on M&A
                                          Funded by strong Free Cash Flow

                                       UK: deteriorated market, one-off write-downs
            … and a few                France: margin pressure in Commercial sector
            challenges
                                       Further pressure in Oil & Gas activities

March 2018 | 2017 Full-year Results                              -9-
SAG integration on track
        Fast and substantial progress in 2017                                                 2018 next steps

               Define management                    Set up tax structure                       Complete delivery of cost synergies
               structure
                                                    Simplify legal structure                   Tap cross-selling opportunities
               Start rebranding initiatives
                                                    Implement ‘must-have’ Group                Initiate bolt-on M&A in T&D-related activities
               Merge HQs                            internal control standards
                                                                                               Complete implementation of WC management method

       Synergies confirmed                                                                    Sale of Gas & Offshore well under way

                                                           €20m
            €15m full-year cost synergies to                                                                                       2017 full-year
            be delivered gradually in 2018
                                                                Operations     €4m                                                revenue: €196m
                                                                Purchasing     €5m
                                                                Non-payroll    €3m                                             Market approach initiated
                                                                SG&A
                                             €5m
                                                                Headquarter                                                    Potential acquirers short-listed
                                                                costs          €8m

                                      2017         2018               2019

March 2018 | 2017 Full-year Results                                                  - 10 -
A record year for bolt-on M&A

                                      11                                                                  € 321m                                  6.0x
                               Acquisitions                                                Total annual revenue acquired                    Average EBITA multiple1

                                 Netherlands                                                                   France/ Nuclear                           Germany

                       Scale up positions                                                       Strengthen ICT capabilities                        Progress towards
                      in attractive markets                                                                                                        a balanced activity
                                                                                                                                                  portfolio in Germany
                                                                                                                                     €47m
                                              €114m                                                                                                         w
                                                                                                      Densify local footprint                                    €130m
                                          w                       Retail                                                     w
                  €5m                                    €6m                                                                          €5m                             €3m

            Inmeco BV                 €1m
                                                                                                    Acquire niche expertise
                  Develop ICT capabilities

                                                                €4m                                  €3m                              €3m

        Notes:
        Figures above are annual revenue of each company acquired
        1      Before synergies and impact of working capital improvement – Based on an adjusted normative EBITA for Ziut
March 2018 | 2017 Full-year Results                                                                                         - 11 -
Ambitious reorganisation initiated in France

                                                    In order to further improve customer approach:

                                                Before                                                        After (effective July 2018)

                   A regional and multi-technical structure                                          A national, customer sector-focused
                                                                                                                 organisation
                                          SPIE SA                                                                                 SPIE SA

                        Regional multi-                National
                           technical                  specialised                                                                                Managing all SPIE’s
                                                                                                                                 SPIE France
                         subsidiaries:               subsidiaries:                                                                               French activities

                                                       SPIE
                          SPIE IDFNO                 wFacilities     Created in                                 SPIE Industrie    w               SPIE
                                                                                                                                                 Facilities
                                                                     2017 as part of                             & Tertiaire
                                                                     the ‘Ambition
                                                         SPIE                                                      Industry                        SPIE
                             SPIE Est
                                                     CityNetworks
                                                                     2020’ project
                                                                                                                                               CityNetworks
                                                                                                                 Commercial
                            SPIE Sud-
                                                       SPIE ICS                                                                                 SPIE ICS
                               Est

                          SPIE Ouest-                   SPIE                                                                                     SPIE
                            Centre                     Nucléaire                                                                                Nucléaire

                            SPIE Sud-
                              Ouest
                                                                                                   Maximise commercial responsiveness
                                                                                                   Ensure top-tier expertise and innovation
                                                                                                   Maintain strong customer proximity through dense footprint

March 2018 | 2017 Full-year Results                                                    - 12 -
A balanced European group

                                              2017 pro forma Group revenue breakdown:

                                                                                             Germany

                                                                                        Central Europe   32%
                                                                                           Switzerland
                38%               France

                                                                                          Netherlands

                                                                                                   UK    22%
                                                                                              Belgium

                                  Nuclear
                8%                Oil & Gas

March 2018 | 2017 Full-year Results                                - 13 -
2017 Financial Results

March 2018 | 2017 Full-year Results             - 14 -
2017 income statement highlights

                                                                                                                                              2016                        2016
                            €m
                                                                                                                        2017              Restated1         Change   Published

                            Revenue                                                                            6,126.9                      4,941.4        +24.0%     5,144.5

                            EBITA                                                                                  388.0                        341.9      +13.5%      352.4

                            EBITA margin                                                                            6.3%                         6.9%                   6.8%

                            Reported net income (Group share)                                                       110.4                       184.0      -40.0%      184.0

                            Adjusted2 net income (Group share)                                                     212.3                        197.9      +7.3%       197.9

                            Adjusted2 EPS3, fully diluted (€)                                                         1.37                         1.28    +7.4%        1.28

                                                                    Growth in Revenue, EBITA, and Adjusted EPS

                        Notes:
                        1      Restated in accordance with IFRS 5 (refer to the notes to the 2017 consolidated financial statements for further details)
                        2      Adjusted for amortisation of allocated goodwill and exceptional items
                        3      Earnings per share

March 2018 | 2017 Full-year Results                                                                                            - 15 -
Strong revenue growth

                                                                                                       +24.8%
                                                                                                           ex FX

                              €m:                                                                                                              +19.0%       -0.8%

                                                                                                                                                     +941   -42     6,127

                                                                                                             +7.1%
                                                                          -1.3%
                                                                                                              +353
                                       4,941                                -67                                                                      SAG

                                                                                                            Bolt-on

                                                                                           +5.8%

                                      2016R 1                          Organic                                         Acquisitions                         FX      2017

                  Notes:
                  1      2016 figures are restated in accordance with IFRS 5 (refer to the notes to 2017 financial statements for further details)

March 2018 | 2017 Full-year Results                                                                                              - 16 -
Positive organic growth in most geographies

         2017 organic growth:

                                         0% to +4%                                          Germany

                                      -4% to 0%
                                                                                       Central Europe
                                      < -4%
                                                                                          Switzerland
                                                     France               2017 Group
                                                                           revenue
                                                                          breakdown
                                                                                         Netherlands

                                                                                                  UK
                                                                                             Belgium

                                                     Nuclear

                                                     Oil & Gas

                       Geographies with positive organic growth = 78% of Group revenue in 2017

March 2018 | 2017 Full-year Results                              - 17 -
Group EBITA strongly up, lower margin

                 Group EBITA                                                                                                                  Group EBITA margin
                 €m                                                                                                                           as a % of revenue

                                                +13.5%
                                                                                                                                                       6.9%                 6.3%
                                                                                                                                                      2016R1      W          2017
                                                                           388

                                                            W
                                                                                                                                               Margin pressure in France and Oil & Gas
                                                                                                                                               One-off write-downs in the UK in Q2 2017
                                                                                               +6,9
                                      342                                                         %

                                                        6.6%

                                 2016R 1                                   2017

                  Notes:
                  1      2016 figures are restated in accordance with IFRS 5 (refer to the notes to 2017 financial statements for further details)

March 2018 | 2017 Full-year Results                                                                                              - 18 -
Non-operating items

                  €m                                                                                                                                2017   2016R1
                  Interest charge                                                                                                                 (57.7)   (38.7)

                  Other financial items                                                                                                           (18.1)   (13.2)

                  Financial result                                                                                                                (75.8)   (51.9)

                  Amortisation of allocated goodwill                                                                                              (59.8)   (30.9)

                  Restructuring costs                                                                                                             (44.5)   (17.2)

                  Income tax expense                                                                                                              (72.3)   (46.9)

                  Effective tax rate                                                                                                              38.5%    19.3%

                  Normative tax rate                                                                                                              31.6%    33.4%

               Notes:
               1      2016 figures are restated in accordance with IFRS 5 (refer to the notes to 2017 financial statements for further details)

March 2018 | 2017 Full-year Results                                                                                               - 19 -
2017 pro forma

                                                             Full-year impact of 2017
                           2017 reported                            acquisitions           2017 pro forma

                    €6.1bn                                                               €6.5bn
                      Group                                                                Group
                     revenue                                                              revenue

                                         6.3%                                                       5.9%
                                         EBITA                                                      EBITA
                                         margin                                                     margin

                                      2017 pro forma reflects full margin dilution from 2017 acquisitions

March 2018 | 2017 Full-year Results                                    - 20 -
Another year of strong cash conversion

                                                                                   122%
                                                110%
                                                           102%             105%
                                  100%                                                         102%

                  100%

                                  2012          2013        2014            2015   2016        2017

                                         Quality of earnings and rigorous working capital management

March 2018 | 2017 Full-year Results                                - 21 -
Key cash conversion drivers

                    Negative Working Capital                                                                                                 Low Capex requirement
                    Working capital in days of revenue                                                                                       Net Capex in €m and in % of revenue

                                                                                                                                                                32                                   36
                                                                                                                                              30                                           28
                                                          (27)                   (26)                  (27) excl.                             28
                                                                                                         SAG
                                                                                                                                              26                                                    XX
                                                                                                                                              24
                                      (21)                                                                                                    22
                                                                                                                                              20
                                                                  W                                                                           18                                           %
                                                                                                                                              16
                                                                                                                                              14
                                                                                                                                              12
                                                                                                                                              10
                                                                                                                                               8
                                                                                                                                               6
                                                                                                                                               4              0.6%                       0.5%       0.6%
                                                                                                                                               2
                                                                                                                                               0
                                  Dec-15 1               Dec-16                Dec-17                                                                        Dec-15                    Dec-16      Dec-17
                                                                                                                                                                                                  % of revenue

                                                                            Stable KPIs following SAG integration

           Note:
           1     As the OCTG activity’s contribution is equity-accounted since January 1st, 2016 (fully consolidated before), it has been restated from 2015 positions for comparison purposes.
March 2018 | 2017 Full-year Results                                                                                           - 22 -
Cash flow statement
                                       €m                                                                                                  2017      2016
                                       EBITA                                                                                               388.0     352.4
                                       Depreciation                                                                                          51.5     36.4
                                       Capex                                                                                               (36.2)    (28.1)
                                       Change in Working Capital and Provisions                                                              (8.7)    69.2
                                       Operating Cash Flow                                                                                 394.6     429.9
                                       Cash conversion                                                                                     102%      122%
                                       Taxes paid                                                                                          (62.4)    (58.1)
                                       Net interest paid                                                                                   (40.0)    (35.8)
                                       Restructuring and discontinuations                                                                  (57.8)    (40.4)
                                       Free Cash Flow                                                                                      234.4     295.6
                                       Acquisitions1                                                                                     (711.9)     (95.9)
                                       Dividends                                                                                         (106.7)     (77.6)
                                       FX impacts                                                                                          (16.4)    (17.7)
                                       Other2                                                                                              (21.9)    (89.4)
                                       Change in net debt                                                                                (622.4)      15.0

                                                            Strong Free Cash Flow after restructuring
                                                          Increase in net debt reflects SAG acquisition
                      Note:
                      1     2017 amount includes acquisition costs
                      2     Finance leases and borrowing costs. 2016 amount includes the effect of the change in consolidation method of SONAID

March 2018 | 2017 Full-year Results                                                                        - 23 -
Solid balance sheet

                 Net debt and leverage                                                                 Credit rating
                 €m

                      3.4x
                                                                                                                BB                         Ba3
                                                                              3.3x                        Standard & Poor’s   W            Moody’s

                                            2.6x                             1 532                           Stable outlook              Stable outlook
                                                            2.3x
                      1 251

                                 IPO        999
                                                             909
                                                     W
                                                                                                       High liquidity

                                                                                                                           €920m
                    Dec-14            Dec-15PF            Dec-16             Dec-17
                                                                                                                                WDec. 31st, 2017
                                                                                                                  Liquidity as at

                                                   6.6%
                                                                                                                  • €520m net cash
                                 Net debt

                            x    Net Debt / LTM PF EBITDA (including SAG synergies in 2017)
                                                                                                                  • €400m undrawn RCF

March 2018 | 2017 Full-year Results                                                           - 24 -
Refinancing of bank debt fully committed
                                                                                                                                       Lower cost
                  Fully committed undrawn new facilities:                                                                              Margin vs. Euribor at current leverage:

                     €1,200m term loan
                                                                                                                                                                                 New            Old
                     €600m revolving credit facility
                                                                                                                                                       Term loan             1.70%         2.38%
                     Fully unsecured and unguaranteed                                                                                                 RCF                   1.30%         2.28%

                                                                                                                                                   ~ €9m yearly interest savings (pre tax)1

             Improved maturity profile and increased liquidity
             Debt facilities by maturity (€m):

                Before:                                                                                                                   After:
                                                                                                                                                                                            1,200
                                                    1,125

                                          450
                                                                                                    600                      W                                                            600          600
                                             400                                                                                                               450

                      2018         2019         2020         2021         2022         2023         2024                                       2018     2019     2020      2021    2022      2023     2024

                       Securitization (max)                    RCF (max)                Term loan                Bond                        Covenant (tested annually): 4.5x at end Dec. 18; 4.0x thereafter

         Notes:
         1      On the basis of €1,400m drawn, at current leverage level and taking into account utilisation commissions on the RCF

March 2018 | 2017 Full-year Results                                                                                           - 25 -
Recommended dividend for 2017

                             €0.56 per share1, all cash                                                                       +5.7% vs 2016

                                                                                                                                            2017

                                               Adjusted2 earnings per share (€)                                                              1.37

                                               Recommended dividend per share (€)                                                            0.56

                                               Pay-out ratio                                                                                 41%

                                               Total recommended dividend (€m)                                                                 86
                                                                                                              W

                                                               €0.16 interim dividend paid in September 2017
                                Of which:

                                                               €0.40 to be paid on May 31                              st,   2018 (ex-date: May 29th, 2018)

                     Notes:
                     1    Subject to shareholders’ approval at the Annual General Meeting on May 25th, 2018
                     2    Adjusted for amortisation of allocated goodwill and exceptional items
March 2018 | 2017 Full-year Results                                                                           - 26 -
2017 Business Review

March 2018 | 2017 Full-year Results            - 27 -
France
                  Revenue and EBITA                                                                                    2017 Highlights
                  €m
                                                                2,407                                                        Pick up in revenue
                            2,242            7.0%                                                                             •     +1.1% organic growth (+2.8% in H2)
                                                                                   6.3%                                       •     Driven by Industrial and Telecom sectors
                                                                                                                              •     Commercial sector remained very competitive
                                                                                                                              •     Integration of SAG French business
                                          157                                  152                                           Lower margins

                                 2016R1                                   2017
                                                                                                                              •     Strong competition in Commercial sector
                                                                                                                              •     Low initial margins in FTTH deployment contracts
                              Revenue                  EBITA                EBITA margin
                                                                                                                             3 bolt-on acquisitions in 2017

                  2017 Revenue change
                                                                                                                       2018 Trends

                                                     +7.4%                                                                  Continued growth

                                                                                                                            Margin drivers:

                      Organic                            FX                    Acquisitions                                  •    Potential pricing improvement in Industry and Telecom in H2
                                                                                                                             •    SAG’s Q1 dilutive, decrease in CICE
                       +1.1%                           0.0%                        +6.3%

             Notes:
             1    2016 figures are restated in accordance with IFRS 5 (refer to the notes to 2017 financial statements for further details)

March 2018 | 2017 Full-year Results                                                                                               - 28 -
Germany & Central Europe
                  Revenue and EBITA                                                                                    2017 Highlights
                  €m
                                                                1,891                                                        SPIE is now a leader on the German market 2
                                                                               6.3%                                           •     SAG acquisition: a turning point
                                                                                                                              •     Integration progressing well, synergies delivered to plan
                                                                                                                              •     Bolt-on acquisitions enhancing further our service portfolio
                                         4.9%                                                                                 •     Strong customer activity across the board
                              927
                                                                               120                                            •     Contract selectivity / further margin progress
                                            45
                                                                                                                             Reorganising Central European operations
                                 2016R1                                   2017
                             Revenue                   EBITA                EBITA margin                                     Switzerland: restructuring bearing fruit

                  2017 Revenue change                                                                                  2018 Trends

                                                                                                                            Successful completion of SAG integration
                                                    +104%
                                                                                                                            Organic growth to accelerate, in supportive markets

                                                                                                                            Margin drivers:
                     Organic                             FX                   Acquisitions                                   •     SAG’s Q1 dilutive
                       +0.8%                          -0.2%                                                                  •     Synergies ramp-up
                                                                                 +103.4%
                                                                                                                             •     More balanced portfolio
   Germany: +1.1%                                      0.0%                      +109.4%

             Notes:
             1    2016 figures are restated in accordance with IFRS 5 (refer to the notes to 2017 financial statements for further details)

March 2018 | 2017 Full-year Results                                                                                               - 29 -
North-Western Europe
                  Revenue and EBITA                                                                                   2017 Highlights
                  €m
                                                                                                                             Significant footprint strengthening in the Netherlands
                                                                1,336                                                         •     5 bolt-on acquisitions in 2017:
                           1,208
                                                                                                                                    ―      Gaining leadership in Smart City and Retail instal.
                                            4.8%                                                                                    ―      Strengthening ICT capabilities
                                                                                  4.1%                                        •     Solid organic growth

                                           58                                   54                                           SPIE UK adapting to a market slowdown
                                                                                                                              •     Small positive EBITA despite one-off write-downs in Q2
                                 2016R1                                   2017
                                                                                                                              •     Increased margin pressure & negative organic growth
                             Revenue                  EBITA                 EBITA margin
                                                                                                                              •     Exit from low value-added activities initiated
                                                                                                                              •     Cost reduction plan implemented

                                                                                                                             Solid performance in Belgium
                  2017 Revenue change
                                                                                                                              •     Revenue recovery in H2 after a slow H1
                                                                                                                              •     “Top employer in Belgium” certification (Jan. 2018)
                                                    +10.7%
                                                                                                                      2018 Trends
                     Organic                             FX                   Acquisitions                                  Positive outlook in NL and Belgium
                       -2.4%                          -2.5%                       +15.6%
                                                                                                                            UK market to remain challenging

             Notes:
             1    2016 figures are restated in accordance with IFRS 5 (refer to the notes to 2017 financial statements for further details)

March 2018 | 2017 Full-year Results                                                                                               - 30 -
Oil & Gas and Nuclear
                  Revenue and EBITA                                                                                    2017 Highlights
                  €m
                                                                                                                             Robust performance in Nuclear
                                             10.9%                                                                            •     -2.3% revenue decrease linked to Grand Carénage
                              565
                                                                  492                                                               phasing, as planned
                                                                                   9.9%                                       •     No impact on margins

                                                                                                                             Challenging year in Oil & Gas
                                            62                                  49
                                                                                                                              •     -17% organic revenue contraction as anticipated
                                 2016R1                                   2017                                                •     Margin pressure
                                                                                                                              •     In-depth restructuring completed in 2017
                             Revenue                   EBITA                EBITA margin
                                                                                                                              •     Successful development in downstream

                  2017 Revenue change                                                                                  2018 Trends

                                                                                                                            Nuclear:
                                                     -12.9%                                                                  •      Good underlying trends
                                                                                                                             •      Higher Grand Carénage activity
                                                                                                                             •      Ramp-down of EPR Flamanville activity
                     Organic                             FX                   Acquisitions                                  Oil & Gas:
                     -11.8%                           -1.6%                        +0.5%                                     •      Continued margin pressure

             Notes:
             1    2016 figures are restated in accordance with IFRS 5 (refer to the notes to 2017 financial statements for further details)

March 2018 | 2017 Full-year Results                                                                                               - 31 -
2018 Outlook

March 2018 | 2017 Full-year Results        - 32 -
What to expect in 2018 (1/2)
           Completion of structural changes initiated in 2017
                       -         SAG integration
                       -         France reorganisation
                       -         Integration of large bolt-on acquisitions in NL and Belgium
                       -         Disposal of non core activities
                       -         SPIE stronger on its main markets

           Improving market environment in Continental Europe
                       -         Good momentum in France
                       -         Continued dynamism in Germany
                       -         Supportive markets in NL and Belgium
                       -         Better organic trends

           UK and Oil & Gas markets to remain challenging
                       -         UK: deteriorating economic environment
                       -         Oil & Gas: further margin pressure expected
                       -         Cost-saving plans and restructuring implemented
                       -         Limited impact on Group performance (c. 10% of Group revenue)

March 2018 | 2017 Full-year Results                                      - 33 -
What to expect in 2018 (2/2)
            Margins: robust underlying trends masked by dilution from 2017 acquisitions
                        -         Underlying improvement expected in France
                        -         Synergies ramp-up in Germany
                        -         Mitigated by margin pressure in Oil & Gas and in the UK
                        -         Dilution from SAG’s seasonality and Ziut turnaround (NL)
                        -         Upward margin trend from 2017 pro forma level

            Continued delivery on the SPIE model
                        -         Strong Free Cash Flow generation, underpinned by rigorous WC management and low capex
                        -         Bolt-on M&A: the driving force of SPIE’s growth model on very fragmented markets
                        -         To be achieved while gradually deleveraging the Group
                        -         A virtuous cycle of cash generation and growth

March 2018 | 2017 Full-year Results                                     - 34 -
2018 outlook

            Strong revenue growth in 2018:
                        -         c. €370m additional incremental revenue from 2017 acquisitions
                        -         Group organic growth to improve compared to 2017
                        -         c. €200m total revenue to be acquired in 2018 through bolt-on acquisitions

                                  Revenue to grow in excess of 7.0% at constant FX

            EBITA margin at 6.0% or more, higher than 2017 pro forma level                                                                                                     1

            c. 100% cash conversion
            Dividend: c. 40% of Adjusted Net Income

           Notes:
           1   Including all acquisitions made in 2017 as if they had been consolidated starting in January 1st, 2017, 2017 pro forma Group EBITA margin would have been 5.9%

March 2018 | 2017 Full-year Results                                                                        - 35 -
Appendix

March 2018 | 2017 Full-year Results      - 36 -
Shareholding structure at end Dec. 2017

                         CDPQ

                                                                                 8.4%
                                                                                                                                  77.8%
                         FFP                                                                                                              Public3
                                                                                5.5%
                         Managers1                                                  4.7%
                                                                                      3.6%
                         Employees2

      Notes:
      1    Current managers, on the basis of the information known at December 31st, 2017
      2    Shares held by employees through employee shareholding plans, on the basis of the information known at December 31st, 2017
      3    On the basis of the information known at December 31st, 2017on the number of shares held by managers and employees

March 2018 | 2017 Full-year Results                                                                     - 37 -
SPIE in 2017
                   The independent European leader in multi-technical
                                                                                                       Balanced European footprint
                   services in the areas of energy and communication
                                                                                                                                      (2017 pro forma revenue)
                                                                                                               Oil & Gas and
                                      46 500                    €6.1bn                                             Nuclear
                                      Employees                2017 revenue                        North-Western     8%               France
                                                                                                      Europe                           38%
                                                                                                       22%

                                         Balanced activity portfolio

                                                                                  (2017 revenue)
                            Information &                    Technical Facility                            Germany & CE
                           Communications                      Management                                      32%
                         Technology Services                      30%
                                 20%

                                        T&D                     Mechanical and                             8     key European markets
                                        13%                    Electrical Services
                                                                       37%                                              NL
                                                                                                                  Bel.
                                                                                                            UK                        Pol.
                                                                                                                             Ger.

                                            Asset support       Small contracts                                  Fra.
                                                                                                                                      Hung.
                Focus on:
                                              ~80%                 ~€30k                                                     Switz.
                                              of 2017 rev.      Average order size

March 2018 | 2017 Full-year Results                                                     - 38 -
Strong secular drivers
                                                        SHIFTS IN MIX OF                       DEPLOYMENT OF NEW                  RENEWAL
                       GREEN ECONOMY /
                                                      ENERGY PRODUCTION                         TECHNOLOGIES AND                AND UPGRADE
                      ENERGY EFFICIENCY
                                                       AND DISTRIBUTION                        SERVICE INNOVATION           OF CUSTOMER'S ASSETS

                      Tightening environmental       Steadily growing                        Increasing technical           Visible replacement
                       and energy efficiency           renewable energy                         complexity of buildings         pipeline
                       regulation                      production (solar,                       and infrastructure
                                                                                                                                –   transport, energy
                                                       wind, etc.)                              (automation, integrated
                      Growing importance                                                                                           transmission,
                                                                                                systems and
                                                                                                                                    distribution and
                       of environmental values        Shift in energy sources                  solutions, etc.)
                                                                                                                                    telecommunication
                                                       reshaping distribution
                      Increasing energy               infrastructure                          Communication
                       consumption and prices                                                   technologies                   Increasing need
                       driving demand                 Continued investments                    and managed services            of upgrade to comply
                       for energy efficiency           in energy infrastructure                                                 with regulation
                       solutions and savings                                                   Increasing share
                                                                                                of technology in building
                      Governments                                                              and infrastructure cost
                       implementing financial
                       incentives to favour
                       switch to
                       renewable energies

                                       Increasing complexity of assets driving outsourcing trends

September 2017 | 2017 Half Year Roadshow                                          - 39 -
The SPIE model

                                                                                Dividend
                      Growth                Margins                 Cash

                Total growth
                            =
                                           Operational            100% cash
                   Bolt-on                                                     Deleveraging
                                           Discipline             Conversion
                 acquisitions
                            +
                    Selective
                     organic
                     growth                                                      Bolt-on
                                                                               acquisitions

September 2017 | 2017 Half Year Roadshow                 - 40 -
2005                   2,332                                         (€m)

                                            1
                                                                   2006                    2,652

                                            Notes:
                                                                   2007                          3,116
                                                                   2008                             3,625
                                                                   2009                             3,664

                                                 PF EBITA margin

 September 2017 | 2017 Half Year Roadshow
                                                                   2010                             3,661
                                                                   2011                                 3,984
                                                                   2012                                   4,115
                                                                                                                                                                                                                                            Revenue

                                                                   2013                                             4,563
                                                                                                                                                                                                               Revenue CAGR: 8%

                                                                   2014                                                           5,220
                                                                   2015                                                            5 264
                                                                                                                                                                2006-2017: 119 acquisitions

                                                                      1
                                                                   2016                                                          5 145
                                                                   2017                                                                    6 127
                                                                                                                                                                                                                                                              Long term track record

                                                                   2005       3.2% 75                                                   (€m)
                                                                   2006        3.7% 97
                                                                   2007            4.2% 129
                                                                   2008             4.6%      166
                                                                   2009                   5.4%    197
                                                                   2010                     6.0% 220

- 41 -
                                                                   2011                     6.1%            243
                                                                                                                                                                                                                                            EBITA

                                                                   2012                       6.4%                   262
                                                                   2013            6.2%1         6.5%                             298
                                                                                                                                                                                                               EBITA CAGR: 15%

                                                                   2014                       6.4%                                        334
                                                                                                                                                                +310 bps margin expansion

                                                                   2015                           6.7%                                     353
                                                                          1
                                                                   2016                           6.8%                                     352
                                                                   2017           5.9%1       6.3%                                                 388

                                                                   2007
                                                                                                                                                         176%

                                                                   2008
                                                                                                                                                156%

                                                                   2009
                                                                                                         96%

                                                                   2010
                                                                                                                                  124%

                                                                   2011
                                                                                                          106%

                                                                   2012
                                                                                                              100%

                                                                   2013
                                                                                                                  110%

                                                                   2014
                                                                                                                                                                                                                                            Cash conversion
                                                                                                                                                                                                               Regularly at or above 100%

                                                                   2015
                                                                                                                      102%105%

                                                                   2016
                                                                                                                                 122%

                                                                   2017
                                                                                                                                                                Quality of earnings / rigorous WC management

                                                                                                            102%
Bolt-on M&A: a driving force of SPIE’s growth model

             Consolidating highly                              Long-term track record:                             Average EBITA multiple1:
                                                               117 bolt-on acquisitions                                                                                  Self-financed growth
              fragmented markets                                     since 2006                                                     5.7x

                              Bolt-on acquisitions accounted on average for 3.8% growth2 since 2006

                      Average:                                                                                                                                          7.1%
                                                                                                                                                                                                      Local
                                                                                                                       5.4%                                                                          density
                      +3.8%                  5.0%
                                                                                                                                   4.4%
                                                                      4.3%
                                                          3.2%                                2.9%        3.2%                                  3.4%         3.6%
                                 1.9%
                                                                                  1.2%                                                                                                               Service
                                                                                                                                                                                                     offering
                                                                                                                                                                                                    expansion
                                 2006        2007        2008         2009        2010        2011         2012        2013        2014         2015        2016        2017
     In €m
      Number of bolt-ons            2          10          18           11          10          14           11           6           6           8           10          11
                                                                                                                                                                                                    Geographic
       Revenue acquired            14         113         217           99          79         125          167         221         212          184         263         321
                                                                                                                                                                                                    expansion
       Acquisition spend            7          51          89           33          34          52           45          77          74           51          79         112

                                    Notes:
                                    1    Before synergies and impact of working capital improvements. 2006-2017 average
                                    2    Growth from bolt-on acquisitions in the 2006-2017 period (% above organic growth and excluding FX p.a. – excluding UK and Germany platform acquisitions)

September 2017 | 2017 Half Year Roadshow                                                                  - 42 -
Revenue and EBITA by segment
                                                                                                                                                              2016
                                                                                                 2017                               2016R1     Change    Published
                                        Revenue                                            6,126.9                                 4,941.4     +24.0%      5,144.5
                   Group                EBITA                                                  388.0                                  341.9    +13.5%       352.4
                                        Margin                                                  6.3%                                   6.9%                  6.8%
                                        Revenue                                            2,406.9                                 2,241.5      +7.4%      2,253.5
                  France                EBITA                                                  151.7                                  157.1      -3.4%      157.3
                                        Margin                                                 6.3%                                    7.0%                  7.0%
                                        Revenue                                            1,891.4                                    927.0    +104.0%      927.0
              Germany &
                 CE                     EBITA                                                  120.0                                    45.2   +165.7%       45.2
                                        Margin                                                 6.3%                                    4.9%                  4.9%
                                        Revenue                                            1,336.4                                 1,207.5     +10.7%      1,374.3
                 North-
                 Western                EBITA                                                    54.3                                   57.9     -6.3%       67.4
                 Europe
                                        Margin                                                 4.1%                                    4.8%                  4.9%
                                        Revenue                                                492.2                                  565.4     -12.9%      589.6
                Oil & Gas
                   and                  EBITA                                                    48.9                                   61.8    -20.9%       62.6
                 Nuclear
                                        Margin                                                 9.9%                                  10.9%                  10.6%
                 Holding                EBITA                                                    13.2                                   19.9                 19.9

                 Note:
                 1     Restated in accordance with IFRS 5 (refer to the notes to 2017 consolidated financial statements for further details)

March 2018 | 2017 Full-year Results                                                                             - 43 -
2017 pro forma

                                                                                         EBITA
                                      In millions of euros      Revenue         EBITA    margin
                                      2017 reported               6,126.9       388.0     6.3%
                                      Pro forma adjustments:
                                      SAG (Q1)                       205.8       (3.9)
                                      Ziut (8 months)                    70.9    (3.0)
                                      Other 2017 acquisitions            97.5     2.9
                                      2017 pro forma              6,501.1       384.0     5.9%

March 2018 | 2017 Full-year Results                             - 44 -
Consolidated income statement
                 €m                                                                                                                               2017     2016R1
                 Revenue from ordinary activities                                                                                               6,128.0     4,952.3

                 Other income                                                                                                                      56.6        33.1
                 Operating expenses                                                                                                            (5,864.7)   (4,675.6)

                 Recurring operating income                                                                                                       319.9       309.8
                 Other operating expense                                                                                                          (67.9)      (27.5)
                 Other operating income                                                                                                            11.1        11.6
                 Operating income                                                                                                                 263.1       294.0

                 Net income / (loss) from companies accounted for under the equity method                                                           0.5         0.4
                 Operating income including equity-accounted companies                                                                            263.6       294.4
                              Interests charges and losses from cash equivalents                                                                  (58.3)      (38.9)

                              Gains from cash equivalents                                                                                           0.6         0.2

                 Cost of net financial debt                                                                                                       (57.7)      (38.7)
                              Other financial expense                                                                                             (32.9)      (34.6)
                              Other financial incomes                                                                                              14.8        21.4
                 Other financial incomes and expenses                                                                                             (18.1)      (13.2)
                 Net income before taxes                                                                                                          187.8       242.6
                 Income tax expense                                                                                                               (72.3)      (46.9)
                 Net income from continuing operations                                                                                            115.5       195.7

                 Net income from discontinued operations                                                                                           (4.0)      (11.7)
                 Net income                                                                                                                       111.5       184.0

                 Net income attributable to owners of the parent                                                                                  110.4       184.0
                 Non-controlling interests                                                                                                          1.1         0.0

                 Note:
                 1     Restated in accordance with IFRS 5 (refer to the notes to 2017 consolidated financial statements for further details)

March 2018 | 2017 Full-year Results                                                                             - 45 -
Income statement bridges
                       Revenue to Revenue from ordinary activities                                                                  EBITA to Operating income

            €m                                                            2017            2016R1               €m                                                            2017            2016R1

            Revenue as per management accounts                          6,126.9           4,941.4              EBITA                                                        388.0              341.9

            Sonaid 2                                                       (7.8)            (14.3)             Amortization of allocated goodwill5                          (59.8)            (30.9)

            Holdings activities 3                                          17.8              23.0              Restructuring costs 6                                        (44.5)            (17.2)

            Others 4                                                       (8.9)               2.2             Financial commissions                                         (1.6)                 (1.8)

            Revenue under IFRS                                          6,128.0           4,952.3              Minority interests                                            (1.6)                  0.1

                                                                                                               Other non-recurring items7                                   (16.9)                  2.3

                                                                                                               Operating income (incl. equity-accounted companies)          263.6              294.4

        Notes:
        1   Restated in accordance with IFRS 5 (refer to notes to 2017 consolidated financial statements for further details).
        2     SONAID is consolidated using the equity method in the Group’s consolidated accounts whereas it is accounted proportionally (55%) in management accounts
        3     Non-Group revenue of SPIE Operations and other non-operational entities
        4     Re-invoicing of services provided by Group entities to non-managed joint ventures; re-invoicing to non-Group entities that do not correspond to operational activity (essentially re-
              invoicing of expenses incurred on behalf of partners); restatements of revenues from equity-accounted or non-consolidated entities.
        5     In 2017, amortization of allocated goodwill includes €41.1 million pertaining to SAG.
        6     In 2017, restructuring costs mainly relate to SAG integration (€16.2 million), reorganisation in France (€13.3 million) and restructuring of Oil & Gas activities (€13.5 million).
        7    In 2017, “Other non recurring items” mainly include costs related to external growth project (€8.9 million), and the recognition of a charge related to the free share plan allocation,
              in accordance with IFRS 2 (€5.1 million). In 2016, “Other non recurring items” included the capital gain subsequent to the change in consolidation method of SONAID pursuant to
              IFRS 11 (€5.3 million), and to costs relating to external growth projects (€2.4 million).

March 2018 | 2017 Full-year Results                                                                   - 46 -
Consolidated cash flow statement
      €m                                                                          2017             2016R1                                                                     €m     2017    2016R1

      Cash and cash equivalent at beginning of the period                        518.5               551.8               Issue of share capital                                       0.0      (0.1)
      Net income                                                                 111.5               184.0
                                                                                                                         Proceeds from loans and borrowings                         607.3       0.9
      Loss from companies accounted for under the equity
                                                                                  (0.5)                (0.4)             Repayments of loans and borrowings                        (513.3)    (63.9)
      method

      Depreciation, amortisation and provisions                                  128.7                 47.9              Net interest paid                                          (47.5)    (35.8)

      Proceeds on disposals of assets                                             (1.1)                 2.5              Dividends paid to owners of the parent                    (106.3)    (77.0)
      Income tax expenses                                                         77.2                 44.1
                                                                                                                         Dividends paid to non-controlling interests                 (0.3)     (0.5)
      Elimination of cost of net financial debt                                   59.5                 39.2
                                                                                                                         Net cash flows from (used in) financing activities         (60.1)   (176.3)
      Other non cash items                                                          3.7                (0.2)
                                                                                                                         Impact of changes in exchange rate                         (16.4)    (17.7)
      Internally generated funds from (used in) operations                       379.0               317.0

      Income tax paid                                                            (62.4)              (58.1)              Net change in cash and cash equivalent                       1.6     (33.3)

      Changes in operating working capital requirements                          (19.5)                99.0              Cash and cash equivalent at end of the period              520.1     518.5
      Dividends received from companies accounted for under
                                                                                    0.4                 0.4
      the Equity Method

      Net cash flow from (used in) operating activities                          297.4               358.3

      Effect of changes in the scope of consolidation                          (185.6)              (170.8)

      Acquisition of property, plant & equipment and intangible
                                                                                 (44.8)              (36.4)
      assets

      Net investment in financial assets                                          (0.1)                (0.1)

      Changes in loans and advances granted                                         2.5                 1.2

      Proceeds from disposals of property, plant & equipment
                                                                                    8.7                 8.3
      and intangible assets

      Proceeds from disposals of financial assets                                   0.0                 0.3

      Net cash flow from (used in) investing activities                        (219.3)              (197.5)

      Note:
      1     Restated in accordance with IFRS 5 (refer to the notes to 2017 consolidated financial statements for further details)

March 2018 | 2017 Full-year Results                                                                             - 47 -
Consolidated balance sheet
    €m                                                 Dec. 31st, 2017   Dec. 31st, 2016            €m                                                      Dec. 31st, 2017   Dec. 31st, 2016

    Intangible assets                                         1,075.6             777.4             Share capital                                                     72.4              72.4

    Goodwill                                                  3,016.0           2,207.3             Share premium                                                  1,170.5           1,170.5

    Property, plant and equipment                               180.4              99.9             Consolidated reserves                                             86.1             (11.8)

    Investments in companies accounted for under the                                                Net income attributable to owners of the parent                  110.4             184.0
                                                                  3.1               2.9
    equity method
                                                                                                    Equity attributable to owners of the parent                    1,439.4           1,415.1
    Non-consolidated shares and long-term loans                  65.1              58.4
                                                                                                    Non-controlling interests                                          2.9               2.2
    Other non-current financial assets                            5.1               4.6
                                                                                                    Total equity                                                   1,442.3           1,417.2
    Deferred tax assets                                         288.8             235.4
                                                                                                    Interest-bearing loans and borrowings                          1,729.9           1,126.9
    Total non-current assets                                  4,634.1           3,386.0
                                                                                                    Non-current provisions                                            69.8              49.2
    Inventories                                                  37.3              24.6
                                                                                                    Accrued pension and other employee benefits                      721.1             292.0
    Trade receivables                                         1,850.4           1,370.9
                                                                                                    Other long-term liabilities                                        7.3               6.1
    Current tax receivables                                      41.6              27.0
                                                                                                    Deferred tax liabilities                                         369.1             267.8
    Other current assets                                        246.6             226.4
                                                                                                    Total non-current liabilities                                  2,897.3           1,742.1
    Other current financial assets                                7.9               7.6
                                                                                                    Trade payables                                                   990.5             780.0
    Cash management financial assets                              4.8               5.5
                                                                                                    Interest-bearing loans and borrowings (current
                                                                                                                                                                     337.6             332.3
    Cash and cash equivalents                                   538.5             560.2             portion)

    Total current assets from continuing operations           2,727.1           2,222.0             Current provisions                                               139.5              93.2

    Assets classified as held for sale                          396.1              15.2             Income tax payable                                                34.4              30.4

    Total current assets                                      3,123.2           2,237.3             Other current operating liabilities                            1,580.0           1,211.1

    Total assets                                              7,757.2           5,623.2             Total current liabilities from continuing
                                                                                                                                                                   3,081.9           2,447.0
                                                                                                    operations

                                                                                                    Liabilities associated with assets classified as held
                                                                                                                                                                     335.7              16.9
                                                                                                    for sale

                                                                                                    Total current liabilities                                      3,417.6           2,463.9

                                                                                                    Total equity and liabilities                                   7,757.2           5,623.2

March 2018 | 2017 Full-year Results                                                        - 48 -
Net debt

                                      €m                                                                        Dec-2017       Dec-2016
                                      Loans and borrowings per balance sheet                                      2,067.5       1,459.2
                                      Capitalised borrowing costs                                                    13.9          11.4
                                      Others*                                                                      (16.3)          (0.7)
                                      Gross financial debt (a)                                                    2,065.1       1,469.9
                                      Cash management financial assets per balance sheet                              4.8           5.5
                                      Cash and cash equivalent per balance sheet                                    538.5         560.2
                                      Accrued interest                                                                     -        0.1
                                      Gross cash (b)                                                                543.3         565.8
                                      Consolidated net debt (a) – (b)                                             1,521.8         904.1
                                      (-) Cash held in discontinued operations                                       18.8           7.0
                                      Unconsolidated net cash                                                       (8.7)          (1.7)
                                      Net debt                                                                    1,531.9         909.4
                                      (*) "Others" in 2017 includes accrued interests on the Bond for €14.6m.

March 2018 | 2017 Full-year Results                                                               - 49 -
Bank debt refinancing: cost of new facilities

           The tables below present the costs of new bank facilities which were fully committed in March 2018 (€1,200 million
           term loan and €600 million revolving credit facility) compared to that of facilities in place at present date
           (€1,125 million term loan and €400 million revolving credit facility). These costs are margins added to EURIBOR (or
           any other applicable base rate) and vary with leverage ratio. In addition, a utilisation fee ranging from 0.10% p.a. to
           0.40% p.a. will apply to the new revolving credit facility (no utilisation fee accrues on the existing revolving credit
           facility).

                                      Term loan                                                 Revolving Credit Facility

                                                            Existing                                                          Existing
               Leverage ratio                New facility    facility            Leverage ratio                New facility    facility

               Higher than 4.0x                   2.250%     2.625%              Higher than 4.0x                   1.950%     2.525%

               Higher than 3.5x up to 4.0x        2.000%     2.625%              Higher than 3.5x up to 4.0x        1.600%     2.525%

               Higher than 3.0x up to 3.5x        1.700%     2.375%              Higher than 3.0x up to 3.5x        1.300%     2.275%

               Higher than 2.5x up to 3.0x        1.550%     2.125%              Higher than 2.5x up to 3.0x        1.150%     2.025%

               Higher than 2.0x up to 2.5x        1.400%     1.875%              Higher than 2.0x up to 2.5x        1.000%     1.775%

               Up to 2.0x                         1.250%     1.625%              Up to 2.0x                         0.850%     1.525%

March 2018 | 2017 Full-year Results                                     - 50 -
Next events:

           March 13th-14th, 2018:     Paris roadshow (Natixis)
           March 15th-16th, 2018:     London roadshow (UBS)
           March 20th, 2018:          Frankfurt roadshow (Berenberg)
           March 21st, 2018:          Zurich roadshow (Berenberg)
           April 3rd-6th, 2018:       USA & Canada roadshow (Oddo)
           April 27th, 2018:          Q1 2018 Trading Update

           IR contact:
           Thomas Guillois
           +33 (0)1 34 41 80 72
           thomas.guillois@spie.com                          Download the SPIE IR App
           investors@spie.com                            !   Available for iPad, iPhone and Android devices
March 2018 | 2017 Full-year Results             - 51 -                          SPIE, sharing a vision for the future
You can also read