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