President`s report 2008
Transcription
President`s report 2008
(en milliers d’e no 44 752 45 7399 nss incorporelles Note ons co orporelles Note 4.7 de placem ment 277 7 ns dans les entreprises associées 157 737 disspo ponibles à la vente cierss dé d rivés Notte 4.8 15 128 ers 86 683 86 016 2 314 2 348 St C ien Cl Financial report Crréances Actifs destinés à être v Instru rume ume RATP financial report 2008 Autres acct Trésorr Actiif RATP Communications department 54, quai de la Rapée • 75599 Paris Cedex 12 www.ratp.fr 8 380 8 7227 9 0333 825 155 299 Attestation of the persons responsible for the annual report We, the undersigned, hereby attest that to the best of our knowledge the financial statements have been prepared in accordance with generally accepted accounting principles and give a true and fair view of the assets, liabilities, financial position and results of operations of the company and all the companies consolidated, as well as a description of the main risks and uncertainties facing them. Chairman and Chief Executive Officer Chief Financial Officer Pierre Mongin Alain Le Duc Contents 2/ The President’s report page 7 / Management report page 23 / Individual financial statements page 64 / Consolidated financial statements page 1 1. GROUP ORGANIZATION CHART RATP RATP Développement 95.41% Tram Firenze 24.9% Telecoms Mobicité 100% Financière Transdev RATP International Xelis Telcité 49.89% 100% 100% 100% FlexCité 77 EM Services 100% 90% FlexCité 91 Groupe Transdev Alexa Naxos 51.3% 37% 100% 100% FlexCité FlexCité 93 51% 100% Real Estate LFI Financière Systra SEDP 32.46% 50% 100% LFI Services Groupe Systra SADM 100% 71.73% 100% FlexCité 94 51% Orlyval Service 99% Sales & Marketing TFT SPA 100% TP2A Promo Métro 51% 100% RFT SPA Equival 100% 50% Groupe Cars Giraux 100% Gest SpA 51% STBC 15% Autolinee Toscana 100% SQY Bus 37.11% 52.54% Société financière Groupe Perrier 100% Cars Perrier 79.87% 20.13% Jacquemard SCI Pimian 100% 100% Eurailco GmbH Trans Regio 50% 75.1% SLT SELT 51% 49% SCI Perrier 40% 60% TRANSPORTATION Bombela Operating Company 51% 2 ENGINEERING TELECOMS, REAL ESTATE & MARKETING Management report 2008 Changes in scope Globally, the results for 2008 met targets, both in terms of production and quality, despite difficulties due to network saturation. Newly-consolidated entities At RATP, service provision increased 4.1% year-on-year and traffic increased 3%. RATP Développement acquired a 100% stake in Cars Jacquemard and SCI Pimian. These companies operate a transport network in the Eure-et-Loir region. The companies FlexCité 93, FlexCité 77 and 91 were consolidated in 2008. They are wholly-owned subsidiaries of Flexcité, which is 51% owned by RATP Développement. They were set up to provide transport services for people with impaired mobility. Disposals/deconsolidations • RATP Développement sold its stake in Transports du Val-d’Oise (TVO). • As RATP Développement did not participate in the capital increase of the Moroccan company M’Dina its interests were diluted and it now holds less than 5%. Consequently, M’Dina is no longer consolidated. Changes in ownership interests • RATP Développement increased its stake in Société de lignes touristiques (SLT) by 1%. • Giraux Transports Services (GTS) increased its stake in Transports Voyageurs du Mantois and Compagnie des transports voyageurs du Mantois Interurbains. GTS and Cars Giraux wholly own these two companies. • Cité bleue is now wholly owned (compared with 20% in 2007) by STIVO, which is a 50% owned subsidiary of GTS. In 2008, RATP recorded 3,037 million passenger trips, which is 300,000 passengers more than for the previous year. The increase reflects STIF’s service and pricing policy (particularly the provision of free transport services). Passenger revenues measured in terms of paying traffic volume increased 0.9%. 3. SIGNIFICANT EVENTS FOR THE GROUP Following the implementation of the new STIF agreement and remuneration arrangements, to facilitate year-on-year comparisons, 2007 revenue has been adjusted to include the flat contribution which covered financing expenses in the previous agreement. The four key financial indicators, which provide a clear picture of the consolidated results are: • revenue, up 5.2%; • net income, of €141 million group share; • shareholders’equity, up by approximately €58 million; • net debt, up by more than €210 million from 2007 levels. 3.1 Transportation RATP 2. BUSINESS OVERVIEW Consolidated revenue was up by more than 5.2% at €4,317 million. The contribution made by RATP and the subsidiaries to increased, with the Group reporting net income of €141 million. (in millions of euros) Net income at December 31, 2008 amounted to €125 million compared with €84 million as at December 31, 2007. It comprises the following: 12/31/2008 12/31/2007 CHANGE Revenue 4,075 3,895 180 CHANGE AS A% 4.62% Net operating expenses 3,215 3,095 120 3.88% Gross operating surplus 859 800 59 7.38% Net income 125 84 41 48.81% Cash earnings 691 625 66 10.56% 3 In France • The award of contracts to provide transport services for people with impaired mobility in the administrative departments 77 and 91. • Pressure on transport companies’earnings in the Île-de-France region due to increases in fuel prices and payroll costs (termination of the 20% reduction in social security contributions for bus drivers). • RATP Développement sold its 35% stake in TVO to Veolia Transport in July and purchased minority interests of 30% and 34.36% from Veolia Transport in CTVMI and TVM. CTVMI and TVM are subsidiaries of Giraux Transport Services and Cars Giraux respectively. • RATP Développement acquired a 10% stake in the company set up by the investment fund LBO France to acquire the Tourexcel group. It also increased its stake from 50% to 51% in SLT (no effect on the consolidation method). • Acquisition of Cars Jacquemard, an intercity transport company in the Eure-et-Loir region. Revenue Revenue amounted to €4,075 million. The main components were: • passenger revenue of €1,942 million representing 48% of aggregate revenue; • STIF contribution of €1,831 million. Revenue increased 4.62% mainly due to: • the indexing of RATP’s remuneration, which was high this year at +3.42% due to exceptional economic conditions (surge in oil prices and inflation before the summer); • the expanded service offering decided and funded by STIF; representing a 1.4% increase. Net operating expenses Net operating expenses were up 3.9% at €3,215 million compared with €3,095 million in 2007 (€120 million increase). The main factors of change were: • inflation: up 2.8% by €87 million; • change in the service offering, which increased expenditure by 1.8% or €55 million. The expanded service offering was decided and remunerated by STIF and led to the creation of 900 jobs; • significant increase in energy costs of €16 million, (fuel prices were up by €13 million and electricity by €3 million), which contributed 0.6% to the aggregate increase; • increase in equipment costs and other external expenses of €12 million; • decrease in productivity of €48 million, which reduced aggregate costs by 1.5%. Outside France • Bidding for a number of contracts, in particular to operate the Algers tramway and Stockholm metro. • RATP Développement did not participate in the capital increase of M’Dina bus in the fourth quarter. Its shareholding in M’Dina was thus reduced to less than 5%, so it is no longer consolidated. • At the end of the year, Trans Régio began operating the Mittelrheinbahn 200 km regional railway line connecting the towns of Cologne, Coblence and Mayence. Gross operating surplus increased by €59 million. It represented 21% of revenue compared with 20% in 2007. Cash earnings were up at €691 million, almost 11% higher than the amount generated in 2007 (€625 million). Transdev posted strong revenue growth, particularly due to the full-year effect of the acquisition of Connexxion, although earnings were impacted by the national strike, which affected Connexxion and all other transport operators in the Netherlands during the first half. Capital expenditure amounted to €1,012 million in 2008, up €79 million from the €933 million reported in 2007. 3.2 In the Engineering divison, Net debt totalled €4,485 million at year end 2008 compared with €4,294 million at the end of 2007. The company’s investment resources of €891 million were mainly derived from cash earnings (€691 million) and subsidies (€193 million), which did not cover all investment requirements. Xelis, the engineering subsidiary set up three years ago, performed well. As expected, Systra reported lower earnings than for the previous year, but the level of earnings was satisfactory (4% of revenue). 3.3 In the telecommunications, real estate and marketing division, Other transportation subsidiaries a slowdown of activity is expected in the telecommunications and Promo Métro subsidiaries. The significant events of financial year 2008 for the transportation subsidiaries were: 4. RATP GROUP CONDENSED FINANCIAL INFORMATION These results are presented in compliance with IFRS. 4.1 Changes in consolidated revenue (in millions of euros) CONSOLIDATED REVENUE 12/31/2008 CONSOLIDATED REVENUE 12/31/2007 CHANGE VOLUME AS A% VOLUME AS A% RATP Other Total Transportation Total Engineering Total Telecoms, Real Estate & Marketing 4,029 128 4,156 121 93.3% 3.0% 96.3% 2.8% 3,858 94 3,952 115 93.7% 2.4% 96.1% 2.9% 4.4% 36.2% 5.2% 5.2% 40 0.9% 38 1.0% 5.3% TOTAL GROUPE RATP SUBSIDIARIES 4,317 289 6.7% 4,105 248 6.3% 4 5.2% Management report 2008 RATP revenue for 2008 was up 4.4% from the previous year. The increase includes the effects of the newly-negotiated agreement with STIF, the new level of contributions and the expanded service offering financed by STIF. The contribution of subsidiaries, excluding equity-accounted associates, increased at a greater pace (up 16.3%), spurred by strong growth from RATP Développement (up 35.8%). RATP Développement benefited from the full-year effect of the acquisition of the Giraux activities, the new consolidations in 2008 (Jacquemard, Flexcités, as well as the new TP2A contract), and from business growth outside France in the preparatory stages of operations in South Africa and Algeria. The Engineering division recorded another year of strong growth, through Xelis, which succeeded in securing its first non-RATP contracts, and Systra. The Systra group managed to increase its revenue by 40% in three years and has significantly renewed its backlog. The subsidiaries’share of aggregate revenue increased from 6% to 6.7%. Consolidated revenue amounted to €4,317 million in 2008 (up 5.2% from 2007). 4.2 Consolidated net income RATP group’s consolidated net income for 2008 comprises the earnings of RATP and its subsidiaries, which contributed as follows: (in millions of euros) 12/31/2008 12/31/2007 CHANGE RATP 127,156 99,727 27,429 27.50% 6,486 2,872 3,614 125.82% Other transport subsidiaries Transportation AS A % 133,642 102,599 31,043 30.26% Engineering 3,986 4,702 – 716 – 15.23% Telecoms, real estate and marketing 3,719 4,844 – 1,125 – 23.22% 141,347 112, 143 29,204 26.04% 14,191 12,417 1,774 14.28% TOTAL GROUPE SUBSIDIARIES RATP’s contribution to consolidated net income was higher than in 2007, due to the factors mentioned in paragraph 3.1. The subsidiaries’contribution increased from €12.4 million to €14.2 million. The improvement in earnings from transport business (up €3.6 million) offset the anticipated slowdown in engineering activities, which were boosted by exceptional factors in 2007, and in telecoms, real estate and marketing activities. Significant features regarding the transport business during the period were: • a marked improvement in the earnings generated by RATP Développement and its subsidiaries (up €8.2 million) due to: ➢ exceptional income from the capital gain (€4 million) on the sale of RATP Développement’s 35% stake in TVO to Veolia; ➢ the deconsolidation of M’Dina bus; ➢ the reduction in the loss recorded for Transrégio. Without the first two factors, 2008 net income of RATP Développement and other subsidiaries would have decreased from €3.3 million to –€1 million, comprising: ➢ –€4.9 million of holding and commercial investment costs; ➢ +€5 million for the French subsidiaries, which generated profits in line with industry averages; ➢ –€1.6 million for Transrégio; ➢ +€0.5 million for other foreign subsidiaries. • a sharp drop in Transdev’s earnings (down by €4.5 million) mainly due to: ➢ the difficulties encountered by the Connexxion group with the national strike that lasted for over one month and considerably affected the company’s earnings. The company only received partial compensation for the strike at the end of 2008 (negotiations are under way with the Dutch government and client local authorities). The company also incurred losses on maintenance activities; ➢ downward pressure on contract earnings (termination of the 20% reduction in France, fuel prices, increase in investments) and difficulties on the German market. 5 4.3 Group net debt as at December 31, 2008 The change in consolidated net debt between year-end 2007 and year-end 2008 was as follows: (in millions of euros) GROUP DEBT TRANSPORTATION DIVISION RATP Financial assets OTHER TOTAL ENGINEERING DIVISION REAL ESTATE TELECOMS/MARKETING 290 210 33 243 12 36 4,755 4,695 34 4,729 7 18 Net debt in 2008 4,464 4,485 1 4,486 –5 –18 Net debt in 2007 4,254 4,299 3 4,302 –14 –34 Loans and borrowings Consolidated net debt at December 31, 2008 was almost €210 million higher than at year-end 2007, mainly due to RATP’s debt and to a lesser extent as a result of a decrease in the positive net cash position (or negative net debt) of the subsidiaries. The change in the net cash position of the subsidiaries mainly concerned: • Systra, whose growth generated high working capital requirements; • and SEDP, due to the reversal of timing differences between the receipt of RATP advances and the payment of expenses relating to management and work contracts commissioned by RATP. 4.4 Capital expenditure The parent company invested significant amounts during 2008, contributing more than €1 billion to aggregate group capital expenditure (€1,028 million compared with €882 million in 2007). The investment plan is at record levels and is the cause of the increase in debt. The main components are as follows: • €210 million for the increase in transport capacity provided for by the State-regional contractual plan for the Île-de-France region: extension of metro line 13 launched in June, work on line 4 and the T2 tramway, extension of line 14 to Olympiades; • €725 million for the modernization and renewal of equipment and material in order to maintain operations on existing lines. Railway rolling stock represented €203 million of this amount, with the renovation of MS61 equipment for RER line A and MF77 equipment for metro line 12; the renewal of the bus park cost €71 million in 2008; • €61 million has been spent on programs managed jointly by the regional authorities and STIF concerning accessibility, passenger information and video surveillance. 5. OUTLOOK FOR 2009 2009 is year two of RATP’s 2007-2011 agreement with STIF. As in 2008, earnings may not reach the target levels set in the agreement. Moreover, given the current economic slowdown it is unlikely that the Group will be able to bridge the gap previously made between target and actual earnings. In addition, after the positive effect of the €15 million received by RATP from STIF to bring its remuneration into line with actual costs, in light of the current economic environment, the opposite effect could arise in 2009. However, a negative effect could be compensated or even reversed by the constant efforts to increase productivity programmed in the business plan for 2008-2012. In connection with the national stimulus plan, at the beginning of 2009 the RATP Board of Directors voted and validated an increase in the capital expenditure budget of over €450 million for 2009. The total investment budget for 2009 is €1.428 billion, which is 43% higher than the budget approved for 2008 (€998 million). The additional investment will partially be financed by a State allocation of €150 million. With regard to the subsidiaries, during 2009 significant activity will include RATP Développement’s implementation of its partnership with Veolia Transport in Asia, and the expected improvement in Transrégio’s earnings. Overall, the subsidiaries should break even. Transdev should generate a normal level of earnings. The contribution of the engineering subsidiaries is expected to decrease slightly in 2009 due to the current economic situation. The same is true for the telecommunications subsidiaries, where contracts are still under renegotiation and the fees payable to RATP have increased. 6 The President’s report on the preparation and organization of the Board of Directors’ work and internal control for the year ended december 31, 2008 Introduction page 8/ The Board of Directors page 8/ Organization of internal control page 9/ 13 / Appendices page 15 / Control activities page 7 Introduction The purpose of this document is to report on the preparation and organization of the Board of Directors’ work and on the internal control procedures implemented by RATP, in accordance with the provisions of Article L. 225-37 of the French Commercial Code. The structure of this report is based on the Reference Framework on internal control issued in January 2007 by the French financial market authority (Autorité des Marchés Financiers-AMF) in order to provide guidelines to French companies that are required to prepare a report on internal control. Internal control is defined as a system used by companies to ensure: • compliance with current laws and regulations; • implementation of the instructions and guidelines issued by the Management Board; • smooth running of the Company’s internal processes, particularly those used to safeguard assets; • reliable financial information. As stated in AMF’s Reference Framework, “by contributing to the prevention and management of risks that can hinder the Company in achieving its objectives, the internal control system plays a key role in the manner in which the Company’s business activities are conducted and managed. However, internal control cannot provide absolute assurance that the Company’s objectives will be met”. The internal control system is based on five components: • internal control environment; • risk assessment; • communication and dissemination of information; • control activities; • management activities. The Board of Directors is the supreme governance body that ensures that the internal control system is appropriate for the company. The first part of this report describes the way the system works and the significant work performed during 2008. The second part provides an overview of the organization of the internal control system. The third part discusses the control and management activities and their role in ensuring reliable accounting and financial information. This report was presented to the Audit Committee. Due to new legislation effective as of 2008, it will also be submitted to the Board of Directors(1) for approval. 1. THE BOARD OF DIRECTORS Decisions are taken on the basis of work prepared by two standing committees, one of which deals with matters concerning technical and technological modernization and development, and the second, economic and strategic issues. The committee for economic and strategic issues also monitors compliance with the RATP/STIF agreement and subsequent clauses and amendments, and the business plan. The role of the Audit Committee, comprising six Board members, is to advise the Board on the financial statements, particularly with regard to the reliability of the information systems used to prepare them, financial management, accounting and management principles, risk management and financial reporting. The Board’s President sets the agenda of strategic issues to be discussed for the purposes of policy-making. He may set up ad hoc working groups to advise on specific issues. The Board’s President has entrusted the two chairmen of the standing committees with the task of assessing the Board’s governance, due to the increasing strategic role of Boards of public sector trading companies (EPICs). The chairmen will ensure that the Board has access to all the data it requires, in terms of quality and quantity, to enable it to make well-informed decisions. 1.2 Significant work conducted by the Board in 2008 1.2.1 STIF agreement for 2008-2011 The agreement entered into with STIF for the period from 2008 to 2011 paves the way for significant improvement in the quality of transport services in the Île-de-France region, and provides the State transport company RATP with a clearer outlook. It imposes additional constraints on RATP, with incentives to improve and extend passenger transport services in the Île-de-France region, particularly in terms of regularity, passenger information, assistance, equipment availability, information at stations, cleanliness of trains and other passenger areas and security through video-surveillance equipment. RATP is now committed to meeting quality of service targets for each Metro line, for RER lines A and B and for each category of bus line, including the Mobilien lines. The quality of service scheme with performance-based rewards and penalties has been extended to €25 million per year, as a permanent incentive for RATP to improve passenger services. RATP plans to invest €5 billion over the duration of the agreement from its cash earnings, which have increased significantly over the last four years, and from State, regional and local authority contributions. A detailed review of the agreement is presented to members of the Board each quarter. 1.2.2 Financial management 1.1 Work of the Board The RATP Board of Directors comprises 27 members, pursuant to the Decree 84-247 of April 13, 1984, amended by Decrees 2004-500 of June 7, 2004 and 2006-1018 of August 11, 2006 (Appendix 1). The Board is chaired by Mr Pierre Mongin, who was appointed Chief Executive Officer of RATP by the Decree dated July 12, 2006. The Board of Directors is responsible for all the company’s strategic decision-making on key economic, financial and technological issues. This includes matters relating to the company’s state-regional contractual operating plans, its business plan and the contractual agreement with the Île-de-France transport authority (Syndicat des Transports d’Île-de-France – STIF). The Board approved the financial statements for the year ended December 31, 2007, the individual company and consolidated financial statements for the six-month period ended June 30, 2008, and the company’s budget for 2009, at its meeting in November 2008. The capital expenditure budget of €1,128 million is up by €130 million, which is 13% more than the amount invested in 2008. The sharp increase reflects the constant efforts made by RATP to modernize and extend its network, implement technical solutions to relieve traffic on congested lines and meet the increasing demand for modern and reliable public transport services. The Board examined the annual report on purchasing policy. (1) French Act 2008-649 of July 3, 2008 introducing provisions and amendments to French corporate law and EU law. Articles 26 and 29 (Official Gazette July 4, 2008). 8 President’s report 2008 The Audit Committee continued its work on validating the processes used to prepare the annual and half-yearly consolidated financial statements and examining the risks relating to subsidiaries, thus contributing to the company’s financial security. The Committee also examined the 2008 Internal Audit report and annual plan for 2009 and the results of two internal audit assignments. 1.2.5 RATP’s asset policy For the first time, the Committee auditioned the audit firms during the bidding process for the 2009-2014 statutory audit engagement. 1.2.6 Institutional relations 1.2.3 President’s commitments and first year implementation of the 2008-2012 business plan The Ad Hoc Committee set up to review the status of the 17 commitments made by the President convened in October 2008. It examined progress towards fulfilling the commitments, particularly in relation to the 22 key objectives set out in the business plan. The Committee found that: • 7 commitments had been met, but remained a concern and would continue to be monitored as key areas of improvement, in line with the STIF agreement; • 7 commitments were renewed as key objectives; • 3 of the 17 commitments will continue to be monitored. The President informed Board members throughout the year of business plan implementation and progress towards meeting plan objectives. In 2008, the Board approved major infrastructure and property maintenance contracts and decided on various property acquisitions, which will improve service quality and enable RATP to develop its services. The President reported to the Directors on the various meetings held with the governing authorities, and on the hearings attended at the National Assembly and before the STIF Board of Directors. The main matters dealt with by the Board are listed in appendix 2. Details of the work conducted by the Board and the Committees in 2008 are provided in appendix 3. 2. ORGANIZATION OF INTERNAL CONTROL 2.1 Internal Control environment RATP has tailored its internal control system and risk assessment and management methods to the specific requirements of its internal control environment. 2.1.1 Complex institutional environment 1.2.4 RATP’s development policy The Board discussed and took decisions on development policy at each of its meetings in 2008. The Board approved the guarantees given by RATP in connection with the Trinidad and Tobago rail transport contract and RATP Développement’s guarantee on a bid for tender in Germany. It also approved the bid to operate the Stockholm Metro, and issued a favorable opinion on the Tourexcel operation. The Board was informed of subsidiaries’ 2008 outlook, and approved RATP Développement’s mid-term Plan for 2009-2013, in November 2008. In accordance with the control procedures relating to subsidiaries (§ 3.2 Control of subsidiaries) only the development decisions that had previously been discussed and studied by the Board were presented to the Directors for approval. The Board approved several projects proposed by RATP Développement, which required guarantees (Trinidad and Tobago contract), the preparation of an opinion on prospective equity investments (Tourexcel operation), and bids for tender (operation of railways in Germany and the Stockholm metro). The President regularly informed the Directors of relations with Transdev. He also informed Directors of developments within the company on the Métrophérique project and underlined its importance both in relieving network congestion and generally for the Île-de-France region. A debate was held on the subject at the Board meeting in October 2008. During its June 2008 meeting, the Board approved investments in equipment to increase transport capacity comprising two MI2N levels for the RER line A. On numerous occasions, the President provided information on the measures taken to improve RER line A operations and on the planned interoperability of RER line B trains. An agreement on the latter was entered into with the unions. RATP adheres to ethical values, which are reflected in its commitment to institutional charters such as the Charter of the International Association of Public Transport (UITP – 1999), the United Nations World Pact (2003), the National Accessibility Charter (2003), and the Company Diversity Charter (2004). In October 2008, RATP renewed the framework agreement entered into in 2004 with the Agency for the Environment and Energy (Ademe), for three years. The agreement focuses on two main objectives: saving energy and increasing public awareness of environmental issues. Due to its field of business and legal status (EPIC), internal controls have always been an integral part of RATP’s operations. As a State-owned company, RATP is subject to French government controls, which are conducted by two entities: • the Economic and Financial Control Board for Transport(2); • the French Procurement Board, set up by the Order of January 11, 1973(3) and chaired by a representative of the National Audit Office. RATP’s financial statements are audited by the Statutory Auditors PricewaterhouseCoopers and KPMG. RATP entered into an agreement with the Île-de-France regional transport authority (STIF) in 2000. The RATP/STIF agreement has been regularly updated since by riders and additional contractual clauses. The third agreement was signed on February 21, 2008 for the period from January 1, 2008 to December 31, 2011. Improving quality is a constant concern for the company. Quality control systems are in place and the company has received quality certification under French and international standards (ISO, NF and Qualicert). The certifications, which are issued by independent bodies, concern both management systems and performance in terms of environmental issues and quality of service. (2) As an EPIC, RATP is subject to economic and financial control by the State (Decree no. 2002 -1502 of December 18, 2002). (3) Amended by the Order of March 23, 2005 (Official Gazette of April 13, 2005). 9 The employees involved in internal control procedures (senior management, operational managers and specialized audit and control staff) base their work on professional audit and internal control standards and on the internal control definitions set by the professional bodies such as the French Audit and Internal Control Institute (IFACI) for the Internal Audit. 2.1.2 Compliance with laws and regulations The company’s legal department provides advice and analysis, draws up contracts, and handles complaints for all the company’s business activities. One of its roles is to prepare for change by monitoring legal developments (other than on technical matters), disseminating information on best practice, assessing risk and setting up insurance coverage. The department’s permanent primary objective, particularly as it is positioned to provide support to all levels of the company, is to ensure that the legal aspects of all the projects and operations undertaken by the company are legally secure and compliant. In 2008, the legal department assisted in implementing the companywide regulations laid out in 2007. It also managed the process of updating the authorizations and signatures used throughout the company. Its work was greatly impacted by the entry into force of the European regulation on public service transport obligations(4), by its relations with STIF, by the implementation of the social and economic reforms introduced over the summer of 2008, and by the renewal of the company’s civil liability transport contract. 2.2 Organization of internal control The internal control system is effective if all employees are involved at all levels of the company. For this reason, the company ensures that all its employees participate in developing an internal control system that guarantees personal safety and secure operations. 2.2.1 A tried and tested system ➢ Business Unit level • at local level, internal control is performed directly by management. Operational managers play a key role. They are responsible for implementing production processes in compliance with current legislation and policies, and providing users with high quality transport services; • support and control groups are on hand to assist managers in achieving their goals by providing expertise and measuring performance. This is the case, for instance, for the management control, human resources, purchases and communication functions. ➢ Department level Other employees are involved at department level: • transport and service controls are decentralized and performed per type of control (transport or maintenance inspections); • specialized audits are performed within each department; • systems risk management; • quality controls are performed within each department. It is the responsibility of the Inspector-General, head of the Internal Audit, to provide advice, enforce ethics and methods and share information among the departments. It does so through the audit network, which comprises all the aforementioned departments. The network met three times in 2008. (4) Official Journal of the European Union of December 3, 2007. 10 ➢ Company-wide functions The Internal Audit is responsible for: • conducting internal audits to “provide assurance on the level of control over operations by auditing and assessing the business activities of RATP group”(5); • conducting general inspections to “enhance RATP’s management and internal control”(6). The internal control work is part of an annual plan established on the basis of proposals made by members of the Executive Board(7) and the main risks identified during the Company’s risk mapping process. The annual plan is submitted to the Audit Committee, then approved by the Executive Board. When the audit work is completed, a report is prepared for the attention of the President, the other members of the Executive Committee, and the heads and managers of the departments and business units directly concerned. The reports issued by the Internal Audit are strictly confidential and are submitted directly to the President and engagement manager. Within two months following each audit, the heads and managers of the audited units or departments are asked to draw up and submit an action plan to the Internal Audit. Once verified by the Internal Audit, the action plan is sent for validation by the audit engagement manager. From time to time, the Audit Committee may ask for audit engagements to be performed and have the audit conclusions presented by the Internal Audit. The main role of the General Safety Control is to monitor all the processes relating to company safety, particularly in terms of railway safety, fire safety, information systems security, the safety of goods and persons and the prevention of natural disasters. The entity comprises two units: the Fire Safety unit and the Corporate Risk Management unit. A Risk Manager was appointed at RATP group level on November 1, 2008, in line with one of the 22 main objectives of the 2008-2012 business plan, which was to improve risk management by ensuring the active participation of all employees. The first phase of work toward this objective entailed auditing the current situation at RATP, and benchmarking with comparative companies and providers of similar services. The Risk Manager reports directly to the Chief Executive Officer. In addition to updating the risk map (created in 2003 and updated in 2005), his role is to permanently monitor all company risk, and particularly the risks and opportunities specific to the company’s operating environment. The STIF Relations Manager, reports directly to the Chief Executive Officer. He is responsible for managing the implementation of the agreement entered into with STIF and reports on operations to STIF on a monthly, quarterly and annual basis. Management committees combining members of STIF and company representatives are set up on a regular basis to discuss various issues (service offering, quality of service, ticket sales, economic and price issues, investments, communications). Specific committees are set up as required (line committees, financial agreements). (5) IG 432 C of September 2, 2003, art. 2.1. (6) NG 5265 of May 19, 1999. (7) Members of the Executive Committee, department managers and delegates. President’s report 2008 The Innovation and Sustainable Development Delegation is responsible for working alongside the units and departments to create, implement, accompany and monitor policies relating to quality advancement, sustainable development and research and innovation within the Company. The Delegation provides methodological and technical assistance to the units and departments under its guidance. Information on the company’s achievements with regard to sustainable development is provided in the Sustainable Development Report. Appendix 4 summarizes the company-wide functions mentioned above. The table in appendix 5 illustrates the organization of the internal control system. 2.2.2 Adapted policies ➢ Human resources management policy With 234 different activities divided into four main categories (operations, maintenance, development/projects/engineering, resource management), the company deals with more than 60,000 job applications per year, mainly originating from the recruitment website. Various employees participate in the recruitment process. At department level, recruitment managers are responsible for measuring the skills, motivation and personality traits of applicants against the skills and profile required for each post. Subsequently, operational managers make the recruitment decision based on an interview with the applicant and the report on the interview held by the human resources department. Since October 2007, applicants have only been selected through the website. Applications are anonymous and are processed solely on the basis of professional skills and experience, regardless of age, gender, disability or place of residence. All those participating in the selection and recruitment process are committed to a strict code of ethics and are trained to work in an open, multicultural environment. The recruitment process is certified by the French quality control body Qualicert. It guarantees that applicants are well informed throughout the process. New employees are asked to assess the process and report their degree of satisfaction to the department they work for. Quality of service is reported once a year. A company-wide training process has been set up to facilitate the integration of new employees. It provides employees with an overview of the company and its environment and develops management skills through specific training modules (people management, microeconomics, human resources management, union matters). Two agreements were entered into with the unions in 2008: • a framework agreement on job mobility and career development, which sets out the actions to be undertaken to improve employees’ understanding of changes in the workplace and job profiles, along with training and mobility plans; • a framework agreement for management, which principally underlines the key role of managers and focuses on their personal contribution and performance, while creating company-wide cooperation for career development. ➢ Information systems tailored to the company’s objectives The company’s information systems are managed and developed by the Information Systems Steering Committee dedicated to each business process, which validate associated expenditure. The objectives assigned to the systems and subsequent developments are determined by the project managers. The systems are managed on the basis of a three-year master plan. The Information Systems Department conducts its work in compliance with ISO 9001. In addition, during 2008, incident and change management processes were developed to take into account ITIL best practice.(8) The information systems are protected on a logical and physical level and are regularly audited. The architecture is based on storage area network infrastructure, which stores critical data simultaneously on two separate sites. Data is backed up daily. Business continuity of critical information systems (corporate email system, institutional website, accounting and human resources systems, and main business applications) is guaranteed by secure architecture located on the two production sites. The security of unstructured information is being improved through the use of virtual office automation servers, which were set up in 2008. These servers are migrated to failure tolerant systems hosted in data centres, which are managed professionally. The IT engineering units manage all documentation relating to data analysis, programming and processing, through document management procedures and tools. ➢ Communication and dissemination of information To enable all employees to fully assume their responsibilities, the company provides information over its internal communications system, which includes the Argos intranet. It also publishes a fortnightly magazine, which is sent to the homes of 45,000 employees. Managers also have access to the “Step-Ahead Management” application (LAM). It provides news and analyses and draws attention to the effects of new legislation on the company’s operations (service continuity, European regulations). 2008 was the first year of implementation of the business plan for 2008-2012, which was prepared with extensive employee involvement during 2007. During the year, the managers and employees responsible for achieving each of the 22 objectives outlined in the plan reported to the Executive Board on progress (working groups, approach adopted, actions undertaken). In October 2008, the Executive Board validated the work undertaken and proposals to “develop internal communication at management level to increase involvement in common goals”. Two seminars were held for company executives at the end of 2008 to share information and set company-wide priorities for 2009. The seminars enabled executives to gain an overview of progress towards goal achievement, establish synergies and confirm ten projects for 2009. In the same year, the Chief Executive Officer decided to set up a human resources function at group level, in the form of a human resources task force and human resources network with the subsidiaries. (8) Information Technology Infrastructure Library (human resources and technology user method, which aims to provide high quality IT services, adapted to the company's activities). 11 2.2.3 Stronger governance ➢ Data protection coordinator The declarations made to the French data protection authority (CNIL) were audited along with the measures taken by the company to comply with the Data Protection Act. These included the publication of a data protection guide on the intranet and the formation of an information systems security management group to ensure conformity with the legal and regulatory framework. The audit concluded that the company was generally in compliance with the Act. The company laid down specific internal data protection rules and appointed a data protection coordinator in January 2008. The data protection coordinator verifies that the requirements of the Data Protection Act are met and works closely with the information systems that process personal data. The coordinator has undertaken to identify and list all documents that need to be declared, but have not yet been declared to the CNIL, for compliance purposes. ➢ On-call duties Subsequent to the internal audit in 2006, new rules were laid down that recast the system used to manage on-call employee duties in early 2008. The new rules define various levels of on-call duties based on the level of risk associated with the job, the obligations of on-call workers and the training provided to them. ➢ Delegations of authority and signatories Following the work conducted in 2006 on delegations of authority and signatories, rules were drawn up in June 2008 setting out the terms and conditions governing their validity, publication procedures and methods, conservation and archiving. ➢ Engineering Further to the work conducted in 2007 to clarify and consolidate the position of engineering, maintenance and corporate project management activities within the company, a new engineering department was set up in 2008 to drive corporate development(9). 2.3 Risk assessment and management 2.3.1 Decentralized management of operating risks The units and departments previously mentioned (see above § 2.2.1 A tried and tested system) are responsible for operational risk management at their respective level. The appointed Risk Manager works alongside the departments and units to share knowledge of risk and increase involvement in risk management company-wide. The table in appendix 6 contains a summary of the company’s main activities, associated risks, structures in charge of risk management and achievements in 2008. 2.3.2 Main audit assignments ➢ Internal Audit department Operational audits (RER, bus), company-wide audits (site manager’s role, technical and sales unit, tramway projects, data protection declarations), follow-up audits, subsidiary audits. (9) NG 5265 of November 28, 08. 12 Recommended company-wide improvements relate to: • systems, training and management; • optimization of existing recruitment tools; • maintenance of technical know-how; • managers’ awareness of regulatory developments in certain areas; • governance of Systra’s foreign subsidiaries (risk assessment, role of commitments boards, and role of the audit and risk committees). ➢ The General Safety Control (corporate risk management) Operation of decentralized PCCs, surveillance of art works, overseeing of maintenance and other work in the metro, verification of the flood-prevention plan. 2.3.3 Company-wide risk ➢ Incident management Feedback on incidents occurring, particularly on the bus network during the summer of 2007, has highlighted the company’s excessive legalistic approach to dealing with accident victims. To remedy the situation, provide a more human approach and improve relations with transport users, the CEO set up the Victim support unit in February 2008. The purpose of the unit is three-fold: • provide support to victims and/or their families through the company’s mediator; • assist RATP agents in dealing with victims; • act as a reliable system to disseminate information to all concerned. ➢ Risk of strike action The growing unrest due to the introduction of the French law of August 21, 2007 on union relations and service continuity, presents a social risk. The conflict warning system set up in 1996 to ward against conflict, settle matters with the unions and avoid strike action was brought into conformity with the law through the signature of a collective agreement. In 2008, there were a number of improvements due to the conflict warning system: • the number of strike notices was four times lower than the average recorded over the five previous years; • the conflict warning system was effective and strike action was avoided in 90% of cases. During the same period, the high level of collective bargaining led to 59 agreements, 90% of which received a majority vote. ➢ Information systems security The company applies standard ISO 27002(10) to combat the increasingly hostile IT environment (computer abuse, outages…) and comply with legislation on information and communication technology. Since 2003, the company has implemented a company-wide information security system, which lays out the principles and rules governing information systems security and guarantees confidentiality, integrity and service continuity. The core information systems are protected through physical and environmental security, which includes provisions for computer facilities, physical access control, fire safety, power supply, and air-conditioning. (10) Code of best practice for data protection management (July 2007). President’s report 2008 The information systems security plans for critical business processes and systems are tested annually. A formal risk assessment and management process was launched in 2008 for “high risk” equipment and premises. Various methods are used to verify compliance with security policies: technical systems audits, active feedback, exercises, simulations, troubleshooting. ➢ Management of risk relating to the financial crisis The system used by the treasury and finance unit has dealt well with the financial crisis. The Chief Executive Officer and State Equity Investment Agency has made several requests to the unit to ensure the Company maintains liquidity and good financial risk management. The existing reporting process enables financial risk to be monitored on two levels: counterparty risk and market risk. As these processes already fulfil the reporting requirements, no major changes were needed. RATP has always been limited in terms of the amount of direct investments it can make. Moreover, its direct investments in short-term debt can only be made through counterparties with high credit ratings (A1+/P1/F1+). Since the outset of the financial crisis, RATP has ceased working with investment banks, and now only conducts business with major French and European deposit banks. RATP’s chart of accounts is tailored to its social security obligations pursuant to Decree no. 2004-174 of February 23, 2004. The chart was approved by the French accounting standards board (Comité de la réglementation comptable) on January 25, 1984, in accordance with the Government Order of April 27, 1982. RATP is required to appoint an independent auditor pursuant to article 30 of French law no. 84–148 of March 1, 1984 on the audit of financial information relating to public sector trading companies and the provisions of article 33 of Decree no. 85–295 of March 1, 1985(11). The recent regulatory changes and improvements made in order to comply with the new provisions are presented below. A description of the procedures adopted for the production and control of financial information prepared by RATP is presented in appendix 7. 3.1.2 Financial information The timetable has been set for monthly, half-yearly and annual reporting of financial information. RATP uses the Oracle Financials software system. Monthly statements are available eight working days after the end of the month, with the same level of pre-closing analysis and detail. The monthly statements enable the departments to carefully monitor their business performance and budget throughout the year and allow the finance department to perform a range of analyses and estimates. In the midst of the financial crisis in 2008, RATP actively managed the bank counterparty risk relating to its outstanding leasehold operations to secure the deposits made in US dollars. To ensure that the company meets its year end closing deadlines, the statutory auditors audited the preliminary financial statements at the end of October. As RATP did not set up hedging for fuel risk in 2008, its financial instrument portfolio was not impacted by the hike in oil prices in the first half of 2008, nor by the sharp fall in prices in the fourth quarter. The financial statements are audited at various levels using highly effective query tools, which are available over the majority of the accounting information system and are constantly upgraded. Currency risk relating to debt issued in foreign currencies is systematically hedged with cross currency swaps. RATP prepares twelve-month cash flow forecasts. The cash flow management tools it uses are reliable and have proved to be effective in the current financial crisis. 3. CONTROL ACTIVITIES 3.1 Internal control procedures for accounting and financial information 3.1.1 Accounting principles applicable to RATP Due to its legal status as a public sector trading company (EPIC), RATP applies the same accounting principles as those generally accepted by and legally binding for commercial companies. It is also under the obligation to meet the requirements specific to public service provision. Consequently, it applies the accounting policies set out in CRC regulation no. 99–03 of April 29, 1999. 3.1.3 Further updating of internal policies and intranet redesign Information on internal accounting and financial policies and procedures has been compiled and is regularly reviewed and updated as changes occur. The redesign of the finance department’s intranet began in June 2008 and should be completed by the end of 2009. The purpose of the redesign is to: • support the daily work of the management control network at departmental and unit level by providing a structured corpus of standardized, training documents; • set up a management control/accounting space for the business units as a vector of best practice for decision-makers and operational managers. The tool is user-friendly and presents economic performance on several levels. The space is divided into eight sections(12). Each section comprises an approach in terms of: • doctrine, setting out policies, roles and responsibilities at central and local level; • a key note, providing messages and a scope summary; • a practical guide, providing operational support on new or complex issues or on identified malfunctioning; • frequently asked questions, providing daily information on best practice, although without a discussion forum. (11) Implementation of law no. 84-148 of March 1, 1984 on the prevention and settlement of company difficulties. (12) Operation Performance management; Investment Performance management; Payroll expenses; Clients; Suppliers; Supplies and Stock; Intangible assets; Tax-Treasury. 13 3.1.4 Developments in the corporate accounting system 3.2.2 Downstream controls ➢ Transfer of the property tax returns office They include: • monthly financial reporting on the basis of the accounting information gathered in the Magnitude application, which is presented in the form of an operating report on the subsidiaries to RATP’s Executive Committee. The Magnitude application is used for both monthly reporting and consolidation purposes, which guarantees consistent data management. • audit work: a complete audit of operations is performed on certain subsidiaries every year. The transfer took place in 2007. It has improved the tax returns procedure by ensuring that tax returns are prepared in compliance with data derived from the accounts, particularly with regard to the placing in service of new assets. A procedure describing the complex process of preparing tax returns is currently being drafted. ➢ Audit Office’s first year of operations The audit office performs assignments on specific accounting processes in order to verify their reliability. One of its reports concerns the decentralized subsidiary accounts of certain company departments and units. The office also works closely with the Internal Audit to follow up on audit recommendations regarding accounting operations, and to perform audits. ➢ Control of personnel costs HR Access software was introduced on January 1, 2008, to automate numerous tasks and enable the human resources department to manage payroll preparation and payment and social security declarations. Since January 1, 2008, the accounting entries relating to the company’s social security service obligations have been entrusted to a specific team within the HR department. Consequently, the accounting department is now essentially responsible for performing controls on the processes. 3.2 Control of subsidiaries Subsidiaries are subject to a range of specific control procedures aimed at managing the risks inherent in company expansion. 3.2.1 Upstream controls They include: • control of subsidiaries’ corporate strategy through medium-term plans. Control is exercised by a commitments board comprising executives representing each subsidiary, and members of RATP’s finance department and senior management; • significant decision-making issues such as those concerning budgets, the preparation of financial statements, bids on major calls for tender, major contracts, capital transactions, equity investments and the founding of subdivisions within subsidiaries, are controlled by the commitments board of each subsidiary. Major decisions and those affecting major subsidiaries may also be controlled by RATP’s supervisory bodies (State Equity Investment Agency, Economic and Financial Control Board for Transport, Budget department, and Transport and Maritime Board). The subsidiaries’ commitment boards convene prior to Board meetings, to prepare input and guidance for decision-making. 14 Upstream controls and monthly financial reporting are performed by the unit of the Finance and Management Control department responsible for Subsidiaries, Financial Transactions and Tax, while audits are performed by the Internal Audit department. 3.2.3 Other controls RATP’s Board of Directors examines the financial position of subsidiaries twice a year: • in March, with regard to the previous year’s results and consolidated financial statements; • in September, with regard to the results as at June 30, and the consolidated financial statements for the first six months. For the subsidiary RATP Développement, the Board of Directors issues an opinion on the budget and medium-term plan, on acquisitions and investments exceeding certain thresholds and on certain bids for tender. In addition, at the end of 2003, the Audit Committee set up a series of indicators to report on the key risks facing subsidiaries. 3.2.4 Developments Since they were first initiated, the control procedures relating to subsidiaries have constantly been adapted to take into account changes in the business environment and any incidents that may have occurred. RATP’s control has gradually been enhanced since 2007 through the management control of the subsidiary RATP Développement over its own subsidiaries and equity investments. President’s report 2008 Appendices Appendix 1. Board of Directors and Committees 1. THE BOARD OF DIRECTORS In conformity with Decree no. 84–276 of April 13, 1984, amended by Decrees 2004-500 of June 7, 2004, and 2006-1018 of August 11, 2006, the RATP Board of Directors comprises 27 members, which include: • nine government representatives appointed by decree; • nine persons appointed by decree: – two persons selected for their expertise in transport and mobility policy, – three persons with a professional background in business, – two representatives of public transport users, – two local authority representatives from areas directly affected by the company’s activities, – nine employee representatives elected by company employees. The Board nominates one of the Directors as Chairman and Chief Executive Officer. The appointment is made by decree by the Government Ministers after the Cabinet has heard the report from the Transport Minister. The Government Commissioner and Head of the Economic and Financial Control Board for Transport are entitled to attend all Board meetings, along with the secretary or representative of the works committee. The Secretary of the Board is nominated by the President, and appointed by the Board of Directors. The secretary is responsible for preparing the reports and minutes of all the meetings of the Board and of the standing and ad hoc committees. An Audit Committee, comprising six directors (two elected by employees, one leading business person and three government representatives) is responsible for advising the Board on the individual and consolidated financial statements and on the reliability of the information systems used to prepare them. It also advises on financial management, management and accounting principles, cost accounting, accounting information systems and management control, the quality of the internal audit program and methods, and risk management policies. Apart from the management decisions, which are voted on by the Board, the President may propose issues to the Board for discussion, particularly on subjects where medium and long-term policy-making is required. 3. SUBSIDIARIES AND EQUITY INVESTMENTS The President appoints RATP’s representative at the shareholders’ general meetings and Board meetings of companies in which RATP holds equity interests. The RATP’s Board of Directors hears a report on each of the companies in which it holds a significant stake at least once a year, and gives its opinion on RATP Développement’s medium-term plan. 4. ANNUAL REPORT AND SUSTAINABLE DEVELOPMENT REPORT RATP’s annual report and sustainable development report are submitted to the Board for approval. The Board convenes at least six times a year, and may also hold extraordinary meetings to renew the mandate of the Board or President. 2. COMMITTEES Two standing committees, each comprising an equal number of Directors, are responsible for preparing the Board’s work. The first deals with the company’s technical and technological development, particularly in terms of network development and maintenance, improvement of service quality, research and contracts. The economic and strategic committee deals with RATP’s operating budget and investment plans, financial statements, public and service provision agreements and contracts. It also addresses business and social issues such as training, housing policy, developments outside the RATP/STIF agreement, subsidiaries’ activities and the annual report and sustainable development report. It also enforces implementation of the RATP/STIF agreement and RATP’s Business Plan. 15 Appendix 2. Matters examined by the Board in 2008 I. DISCUSSIONS AND MAJOR ISSUES – Progress report on the implementation of the President’s 17 commitments. Development issues – RATP Développement’s medium-term plan (MTP) for 2009-2013. – Information on subsidiaries’ outlook in 2008. – Bid for tender to operate the Stockholm Metro. – Guarantees given by RATP in connection with the contract to design, build, operate and maintain a public rail transport system in Trinidad and Tobago. – RATP surety on RATP Développement’s guarantee in connection with the bid for RE 9 (Germany). – Métrophérique project. – Information on the decongestion of line 13. – Investments planned for RER line A. – Overview of purchasing policy. – Progress report on cleaning service contracts. II. ECONOMIC AND STRATEGIC ISSUES Economic, business and financial issues – RATP-STIF agreement for 2008-2011. III. CONTRACTUAL PLAN BETWEEN THE STATE/REGIONS AND OTHER OPERATIONS Pre-contract agreements – Pre-contract agreement Saint-Denis • Epinay–Villetaneuse tramway. – Amendment to pre-contract agreement Villejuif–Athis-Mons tramway. – Additional pre-contract agreement Extension of tramway T2 from Issy–Val-de-Seine to Porte-de-Versailles. additional station – Presentation of the RATP group’s individual and consolidated financial statements as at December 31, 2007. – Presentation of the RATP group’s individual and consolidated financial statements as at June 31, 2008. – Operating budget for 2009. – Investment program for 2009 - borrowing authorizations. – Corporate training program for 2008. – RATP group management report as at December 31, 2007. IV. MAJOR CONTRACTS – Optimization of pre-defined media strategies, construction of media plans and purchase of advertising space on behalf of RATP. – Provision of contactless smart travel cards and pre-personalisation and personalisation services. – RATP group management report as at June 30, 2008. – Provision of bus cleaning and refuelling services, and cleaning of RATP bus centres. – Report on the STIF agreement and Business Plan. – Surveillance of bus centres and workshops. – Draft annual report and sustainable development report for 2007. – Heating, ventilation and air conditioning (HVAC) maintenance. – RATP housing policy for 2009. – Selection, provision, installation and maintenance of air conditioning and tunnel smoke evacuation equipment. – Central purchasing of items required infrequently or in small quantities, particularly industrial supplies and category C general and administrative items not covered by other RATP contracts. – Office supplies and computer-related consumables. – Various industrial supplies (other than electric). – Study, prototype and manufacture of Tetra embedded systems for the bus, tramway, metro and RER. 16 President’s report 2008 Appendix 3. Board meetings and work in 2008 MEETINGS NUMBER ACTIVITIES NUMBER Board of Directors – February 8 – March 28 – May 30 7 Decisions 54 – June 27 – September 26 – October 31 – November 28 Committee on Corporate Development, Technical Issues and Technology Committee on Economic and Strategic Issues Including: – contracts of less than €16M; 6 1 – amendment; 1 – additional agreement. 1 8 Audit Committee 4 Ad Hoc Committee 1 TOTAL 10 – pre-contract agreement; President’s commitments discussions 7 26 17 Appendix 4. Company-wide functions relating to internal control system Functions Internal Audit department (IA) General Safety Control (GSC) Delegation for Innovation and Sustainable Development (DGIDD) Role Scope of action • Conducts work and studies on: – Audits are conducted on administrative, technical, and financial matters and on all of RATP group’s operating, information and management systems. – business strategy and policies; – input for decision-making; – sensitive economic subjects. • Performs assignments on compliance, effectiveness, management and performance. The Fire Safety unit advises on all aspects of fire safety and evacuation procedures. It has the following objectives: – constantly improve the company’s fire safety levels; – coordinate the actions of the fire and emergency services with the company’s fire and security services; – monitor operational premises and buildings under construction; – train employees in fire safety; – enforce regulatory compliance with the security procedures and systems in place in railway and metro stations and in buildings under construction or renovation, through the work of the Inspectorate General for Fire Safety. – The Fire Safety unit is active at all levels of the company, through the Technical Committee for Fire Safety and its network of local contacts. The role of the Corporate Risk Management unit is to: – improve risk management by giving advice on all aspects of risk; – conduct investigations, audits and studies; – manage the security of IT systems with all departments. The two main activities of the unit are: The Delegation is in charge of proposing company-wide projects on innovation and sustainability and implementing them, once they have been approved by management by: The Delegation for Innovation and Sustainable Development works primarily with: – promoting quality and sustainable development within the company; – conducting or organizing quality audit engagements; – providing methodological and technical assistance; – guiding departments and units through implementation. STIF Relations Delegation (DGS) – Work may focus on a department or subsidiary, on policies and processes, or on project implementation and progress. – The unit performs smoke and fire tests to measure and analyse air movement in underground areas. The results of the tests are used to improve the security of the underground areas, and to set and upgrade smoke-clearing systems in tunnels and stations. – The unit has an Inspectorate General for Fire and Safety that deals with all the public service providers (metro stations and train stations) for RATP’s transport service business. – information systems security; – audit of systems risk management. – Senior Management and the departments to provide guidance in policy-making and ensure that the approach adopted is consistent with company strategy; – three company-wide networks (quality, environment and sustainable development) comprising representatives from each department to prompt ground initiatives, provide units with methodological assistance, and encourage the exchange of information on best practice. The DGS is responsible for: The DGS operates at all levels within the company: – negotiating and managing implementation of the company’s agreement with STIF; – with department managers, general delegates and management controllers; – co-ordinating company relations with STIF at all levels. – with the operating networks and functional departments (communications, finance, sales and quality). The quarterly review of the agreement is conducted under the responsibility of the Chief Executive Officer. Risk Management The Risk Manager is responsible for: The role of the Risk Manager is to: – overall risk management and strategy, through the identification, assessment, control and monitoring of risk; – implement, organize and run a global risk management system in the group; – raising awareness of risk throughout the company by involving employees at all levels in risk management and control; – set up an annual review of risks; – establishing a risk map to serve as a tool for decision-making and raising awareness; – constant monitoring, particularly of the risks and opportunities specific to the company’s activity. 18 – disseminate and develop company risk management in collaboration with the company’s departments. President’s report 2008 Appendix 5. Organization of the internal control system COMPANY Risk Manager Inspectorate General Internal Audit (IGIA) General Safety Control (CGS) Corporate Risk Management Delegation for Innovation and Sustainable Development (DGIDD) STIF Relations Delegation Fire Safety Unit Specialized control entities DEPARTEMENT Decentralized audits (BUS, CGF, MES, M2E) Transport specific controls Inspections of the operating departments (MTS, RER) Inspections of the maintenance departments (EST, MRF, M2E) Support Group 1 Risk Management Systems Risk Management (EST) Quality Network Quality audit engagements to control ISO and NF certified departments Risk Management Engagement (M2E) Risk Management Committee (MOT, ESP) Control Group 1 Verify service quality Control Group 2 Implement production processes in conformity with current regulations UNIT Manager Support Group 2 Production Process 19 Appendix 6. Decentralized management of operating risks Area of activities (Department) Business structure and role Metro, Transport Operations and Services (MTS) The transport inspection department perform downstream controls on the rail network including regulations, by means of: – regular inspections on operating units; – progress audits on the implementation of the action plans established by these units; – specific inspections on given themes. Metro, Stations Management and Services (MES) Surface Transport (BUS) As part of the downstream control, the audit station engagement involves widespread audits or specific audits on one or several lines. The internal audit engagement conducts investigations into all of the department’s activities and follows up on decisions taken after each audit. Risks Railway incidents Major actions in 2008 – Audit of three operational units. – Progress audit on three operational units. – Technical Inspections: regulations (railway and fire safety), drivers at risk, rail lubrication. – Specific Inspection: security. Malfunction of station equipment – Audits: conformity with the safety charter, use of supervisors, cash till management. – Audit reviews: verifications and station equipment testing; catering costs. Deterioration of passenger services – Interdepartmental study on refusal of transport tickets/passes by control machines. Traffic accidents Deterioration of passenger services – Enquiry on standard regulations. – Audit on calculation of production in kilometres. – Audit review in 2007 on bus-traffic accident procedures involving physical injuries. Railway security Transport Technology (EST) In connection with these audit and inspection assignments, the technical and administrative control unit contributes to service quality, verifies that policies are applied and standards are met reference, develops risk management and provides support to the department. Malfunction of equipment (employee risk prevention) – Audit on the use of safety procedures by the operating units. Equipment and Transport Spaces Maintenance (M2E) The internal audit engagement involves: – centre inspections in order to test knowledge and implementation of the standards for all equipment. – equipment inspections to verify their status and level of maintenance; – maintenance inspections to ensure compliance with safety regulations; – follow-up inspections to ensure the implementation and the efficiency of action plans. Noncompliance with security standards – Audit on the training necessary for operators to carry out these procedures (train traffic, work on platforms). Malfunctions attributed to railway rolling stock (metro, RER and tramway) – Inspections of train breakdown centres. – Inspections of the train maintenance workshops: preventive maintenance of rolling stock (doors, brakes, wheels); inspection and verification of equipment. Malfunctions attributed to bus rolling stock throughout the network – Audits of bus centre maintenance procedures. – Audits of bus et wheel products (all bus centres). Rail Rolling Sock (MRF) Bus Rolling Stock (MRB) 20 The inspection unit ensures the daily monitoring of accidents, examines the procedure for enquiries and inspections and verifies that action plans are followed through. The inspection unit systematically analyses operating incidents related to rolling stock, monitors and analyses department indicators, and monitors the implementation of action plans following audits and operations feedback. Malfunction of transport information systems – Common inspection EST/M2E on the maintenance of electricity stations used to supply the RER. – Systems risk management audits. President’s report 2008 Appendix 7. RATP Accounting policies 1. PREPARATION OF THE FINANCIAL STATEMENTS RATP prepares audited annual individual and consolidated financial statements and half-yearly individual and consolidated financial statements. The prospectuses prepared by RATP when issuing debt are approved by the Statutory Auditors and by the French financial markets regulator (AMF). In general, the accounting information produced by RATP fulfils the requirements of its departments and units in terms of forecasting and general management. 2. CONTROL PROCEDURES ON THE PREPARATION OF THE INDIVIDUAL FINANCIAL STATEMENTS 2.1. Accounting policies RATP ensures that there is a clear separation between the roles of its accountants (employees who generally work for the management control and finance department), treasurers and the departments authorising expenditure. The accountants have an array of regulatory, management and accounting texts relating to their function, which are prepared and updated in the document system of the company’s accounting unit of the management control and finance department. RATP’s accounting system is organized to ensure that controls take place throughout the production of the financial statements. 2.2. Midstream controls • Department units and support groups are involved in RATP’s accounting operations insofar as they authorise company expenditure and revenue and define their cost accounting systems in line with the company’s common accounting rules. This may involve entering data such as external expenses into the company’s accounting information systems. • The local accounting offices of the company’s accounting unit are responsible for controlling the entries made in the management system. They may make the adjustments necessary and record the operations not delegated to the units. • All the data is reported to central departments where summary documents are prepared and centralized work is performed: booking of payables and receivables, preparation of tax returns and social security statements, control of accounting quality, preparation of financial statements including the balance sheet, income statement and notes. 2.3. Monthly reporting A partial closing of accounts is performed every month, at which time the accounting offices ensure that the changes in expenses and income have been correctly recorded, and interim balances are recorded. A central accounting office performs a cross-company analysis of the results. 2.4. Balance sheet revision, adjustments and justificationn • Revision of decentralized bank accounts: these are managed by the company’s units and are audited at least once a year to verify compliance with the governing accounting and administrative procedures. • Accounting authorizations: some of the company’s businesses allow the delegation of accounting tasks (data entries can be made without involving accountants from the company’s accounting unit). Work is underway to formalize these authorizations (scope, responsibilities and review). • Balance sheet entries are the responsibility of one or several offices within the accounting unit. They are reviewed on the basis of documentary evidence at least once every six months. 3. THE PRODUCTION OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE RATP GROUP The consolidated financial statements are prepared every six months according to a timetable set at the closing of each period by the finance department. The consolidation of the financial statements is performed using consolidation software comprising an application that implements and regularly updates the accounting policies and rules. The majority of the entities’ consolidation packages are compiled by the subsidiaries accountants. Many of the audits are carried out using the consolidation system configured to include numerous and occasionally restrictive controls. The consolidated financial statements are produced by a section of the company’s accounting unit for the whole of the Group. The role of the section is to ensure that the source information provided by the subsidiaries is consistent, that the consolidated financial statements are prepared in accordance with current standards and regulations and that the information gives a fair presentation of the Group’s business and financial position. The section is responsible for recording the impact of International Financial Reporting Standards on the majority of the subsidiaries and the consolidation adjustments (standardization of the financial statements, elimination of securities and intra-group transactions). Audits on changes in shareholders' equity are performed on the subsidiaries. The financial statements are then audited to verify their accuracy. The information produced by the accounting consolidation is used by the subsidiary, financial engineering and tax unit of the management and finance control department. As a result, during the closing of the financial statements, the information from the subsidiaries is simultaneously analysed and cross-checked against information from previous months and budgets and forecasts. 21 Statutory Auditors’ report on the report of the chairman of the Board of Directors on internal control procedures implemented within the Company Year ended December 31, 2008 To the Shareholders, As Statutory Auditors of RATP and in compliance with the assignment entrusted to us, we hereby report to you on the report of the chairman of the Board of Directors on internal control procedures for the year ended December 31, 2008. In his report, the President reports on internal control procedures implemented within the Company. We hereby inform you of our observations on the information set out in the President’s report with regard to the internal control procedures relating to the preparation of financial and accounting information, pursuant to the provisions of article L. 225-37 of the French Commercial Code, it being specified that we are not responsible for verifying the fairness of these disclosures. We conducted our work in accordance with the professional standards applicable in France. Those standards require that we perform our work to assess the whether the information presented in the President’s report gives a true and fair image of the internal control procedures relating to the preparation of financial and accounting information. These procedures consisted mainly in: • obtaining an understanding of the internal control procedures relating to the preparation and processing of accounting and financial information on which the information presented in the President’s report is based, and existing documentation; • obtaining an understanding of the work involved in the preparation of this information and existing documentation; • determining if any significant weaknesses in the internal control procedures relating to the preparation and processing of accounting and financial information that we may have observed in the course of our engagement have been properly disclosed in the President’s report. On the basis of our work, we have no matters to report on the disclosures concerning the Company’s internal control procedures relating to the preparation and processing of accounting and financial information contained in the report of the chairman of the Board of Directors. Paris-la Défense and Neuilly-sur-Seine, March 16, 2009 The Statutory Auditors 22 Salustro Reydel Member of KPMG International PricewaterhouseCoopers Audit Philippe Arnaud Paul Onillon President’s report 2008 Consolidated financial statements Statutory Auditors’ report page 24 / 25 / Consolidated balance sheet at December 31, 2008 pages 26-27 / Consolidated statement of cash flows at December 31, 2008 page 28 / Notes to the consolidated financial statements page 29 / Consolidated statements of income at December 31, 2008 page 23 Statutory auditors’ report on the consolidated financial statements Year ended december 31, 2008 To the Shareholders, Provisions for employee benefits In compliance with the assignment entrusted to us by the Minister for the Economy, Finance and the Budget, we hereby report to you, for the year ended December 31, 2008, on: Note 25 to the consolidated financial statements describes the provisions for employee benefits recorded in the balance sheet, as well as the method used to evaluate those provisions. – the audit of the accompanying financial statements of RATP, We examined the way in which the employee benefits were identified, measured and accounted for. We reviewed the assumptions and calculations made in order to validate the provisions reported under liabilities on the balance sheet at the beginning of the year and at year-end. – the justification of our assessments; – the specific verifications required by law. The Board of Directors is responsible for the preparation of the consolidated financial statements. Our role is to express an opinion on the financial statements, based on our audit. 1. Opinion on the consolidated financial statements We conducted our audit in accordance with the auditing standards generally accepted in France. Those standards require that we plan and perform our work to obtain reasonable assurance that the consolidated financial statements are free from material misstatement. An audit involves verifying, on a test basis or by another sampling method, the evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit has provided us with sufficient relevant information on which to base our opinion. In our opinion, the consolidated financial statements give a true and fair view of the financial position, assets and liabilities and the results of operations of all the consolidated entities in accordance with the International Financial Reporting Standards adopted by the European Union. Property, plant and equipment Note 3.5 describes the accounting treatment of property, plant and equipment which are fully owned or made available for use by RATP by the State or STIF. In accordance with our assessment of the accounting policies implemented by your Company, we examined the methods used to capitalize property, plant and equipment and we ensured that the information provided in Note 3.5 was appropriate. Our assessments were an integral part of our audit of the consolidated financial statements as a whole, and therefore contributed to the formation of the opinion expressed in the first part of this report. 3. Specific verifications We have also carried out the specific verifications required by law of the information provided in the group management report. We have no matters to report regarding its fair presentation and conformity with the consolidated financial statements. 2. Basis of our assessments Pursuant to the provisions of article L. 823-9 of the French Commercial Code relating to the justification of our assessments, we draw your attention to the following matters: Paris-La défense and Neuilly-sur-Seine, March 16, 2009 The Statutory Auditors 24 Salustro Reydel Member of KPMG International PricewaterhouseCoopers Audit Philippe Arnaud Paul Onillon Consolidated financial statements 2008 Consolidated statements of income At december 31, 2008 (in thousands of euros) Revenue (1) NOTES Note 5 Other income from ordinary activities 12/31/2008 4,317,215 12/31/2007 4,104,588 72,366 45,740 4,389,581 4,150,328 Cost of sales –237,775 – 198,207 Other purchases and external charges – 619,894 – 575,232 Taxes, duties and similar payments – 225,329 – 216,360 – 2,371,572 – 2,269,458 – 513,900 – 509,754 Income from ordinary activities Payroll and payroll-related costs Note 7 Depreciation and amortization Provisions Other income and operating expenses Note 8 Ordinary operating income Other income and operating expenses Note 9 Operating income – 47,159 – 24,160 – 24,032 – 47,534 349,920 309,623 3,017 – 3,012 352,937 306,611 Financial income Note 10 220,796 110,467 Financial expense Note 10 – 427,222 – 302,578 146,511 114,500 Pre-tax income Income from equity-accounted associates Note 16 2,444 5,671 Income tax Note 11 – 5,927 – 6,092 Consolidated net income 143,028 114,079 Net income, group share 141,347 112,143 1,681 1,936 Net income, minority interests (1) To facilitate comparison, following the implementation of the new contractual agreement with the Île-de-France regional public transport authority (STIF), entered into in 2008, the flat-rate contribution received in 2007 was included in revenue at December 31, 2007 (see § Significant events of the period). 25 Consolidated balance sheet At december 31, 2008 (in thousands of euros) ASSETS NOTES 12/31/2008 12/31/2007 Goodwill Note 12 50,978 45,739 Intangible assets Note 13 241,713 201,345 Property, plant and equipment Note 14 7,444,456 7,180,692 267 799 Investments in equity-accounted associates Note 16 144,287 155,299 Available-for-sale financial assets Note 18 13,402 5,443 Investment property Derivative financial instruments Note 30 62,144 11,436 Other financial assets Note 19 84,599 86,016 Deferred tax assets Note 11 NON-CURRENT ASSETS 3,009 2,348 8,044,855 7,689,117 Inventories Note 20 145,397 132,255 Trade and other receivables Note 21 530,037 531,749 759 515 Derivative financial instruments Note 30 10,015 8,380 Other financial assets Note 19 8,309 8,727 Cash and cash equivalents Note 22 294,451 381,552 988,968 1,063,178 9,033,825 8,752,295 Tax receivables CURRENT ASSETS TOTAL ASSETS 26 Consolidated financial statements 2008 (in thousands of euros) 12/31/2008 12/31/2007 Capital stock 283,367 283,367 Reserve for assets made available to RATP 250,701 250,701 1,396,476 1,368,155 EQUITY AND LIABILITIES Retained earnings NOTES Note 23 Net result 141,347 112,143 2,071,891 2,014,366 Minority interests 16,979 15,503 TOTAL EQUITY 2,088,870 2,029,869 EQUITY, GROUP SHARE Note 24 Provisions for employee benefits Note 25 495,387 486,345 Other provisions Note 26 134,393 101,787 Loans and borrowings Note 27 3,852,250 3,316,820 Derivative financial instruments Note 30 35,894 27,462 Deferred tax liabilities Note 11 7,067 6,748 71,209 89,938 4,596,200 4,029,100 Other trade creditors NON-CURRENT LIABILITIES Other provisions Note 26 72,004 55,869 Short term loans and borrowings Note 27 1,115,349 1,448,994 Derivative financial instruments Note 30 15,448 11,532 Trade payables and related accounts Note 28 1,144,730 1,175,133 1,224 1,798 CURRENT LIABILITIES 2,348,755 2,693,326 TOTAL EQUITY AND LIABILITIES 9,033,825 8,752,295 Income tax liabilities 27 Consolidated statement of cash flows At december 31, 2008 (in thousands of euros) CONSOLIDATED NET INCOME Net income from equity-accounted associates 12/31/2008 12/31/2007 143,028 114,079 – 2,444 – 5,672 Depreciation and amortization 560,684 525,419 Fair value gains and losses – 82,641 16,936 – 2,283 5,807 Gains and losses from asset disposals and dilution effects Other adjustments Discounting Cash flow from operations after net financial expense and tax Tax expense (income) – 78 – 367 79,321 – 23,233 695,587 632,969 5,928 6,097 Change in WCR – 117,619 56,895 Income tax paid – 7,117 – 6,096 576,780 689,865 Net cash provided by operating acitvities Acquisition of long-term investments Purchase of property, plant and equipment 409 – 38,396 – 1,028,690 – 843,836 Capital increases of associates Change in WCR – 62,733 73,986 – 5,432 Investment grants (received) 196,732 167,880 Investment grants (receivable) – 19,063 – 2,794 2,086 4,940 Proceeds from sale of property, plant and equipment and intangible assets Proceeds from financial assets – 150 Dividends received 9 3,607 640 2,105 – 773,891 – 774,509 Other net cash from investing activities Net cash used in investing acitvities Capital increase – – Loan issuance 936,651 355,119 Issuance of commercial paper 329,936 400,318 Repayment of borrowings – 814,079 – 211,358 Repayment of commercial paper – 400,318 – 419,060 12,782 834 3,902 – Dividends paid to minority shareholders – 1,269 – 709 Other cash flow from financing activities 200 403 67,805 125,547 115 – 98 Change in accrued interest Dividends paid to shareholders of the group Cash flow from financing activities Effect of changes in the exchange rate Effect of changes in accounting principles Net increase/decrease in cash and cash equivalents – 41 – 129,233 40,805 Cash and cash equivalents at beginning of year 334,799 293,994 Cash and cash equivalents at year-end 205,566 334,799 – 129,233 – 40,805 Net decrease in cash and cash equivalents 28 Consolidated financial statements 2008 Consolidated statements of income and expenses 12/31/2008 12/31/2007 143,028 114,079 Actuarial gains and losses recognized in equity – 24,068 35,149 Pre-tax fair value adjustments – cash flow hedges – 53,533 25,434 – 5,117 – 1,752 – 82,719 58,831 58,628 170,912 141,347 112,143 1,681 1,936 Net income Currency translation adjustments TOTAL FINANCIAL INCOME AND EXPENSE DIRECTLY RECOGNIZED IN EQUITY TOTAL FINANCIAL INCOME AND EXPENSE RECOGNIZED FOR THE YEAR of which Group share Minority interests NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS RATP Group (“the Group”) is one of the major public transport providers in France, operating in towns and suburbs and particularly in and around Paris. The parent company, Régie Autonome des Transports Parisien (RATP), is registered with the companies register (RCS) in Paris. Its head office is located at 54, quai de la Rapée, 75012 Paris. RATP is a State-owned Industrial and Commercial Company (Établissement Public Industriel et Commercial – EPIC). It is a legal person governed by public law, the purpose of which is to manage public transport service provision in the Île-de-France area. RATP has been mandated by the Île-de-France transport authority, (Syndicat des transports d’Île-de-France – STIF), to operate the Paris metro system and other urban transport systems in Paris and its suburbs, including: an extensive bus system, tramway lines and part of the regional express service (RER) on lines A and B. In accordance with the Government Decree of November 14, 1949 and the Order of January 7, 1959, as for other transport providers in the Paris region, RATP has been granted perpetual rights to operate its services. Under French law no. 2000-1208 on solidarity and urban renewal (SRU), RATP is authorized to develop and operate public transport networks via its subsidiaries throughout France and abroad. RATP is a State-owned company and as such the Group’s consolidated financial statements are included in the combined financial statements of the State shareholder. The Group’s financial statements at December 31, 2008 were approved by the Board of Directors on March 13, 2009. and the granting of compensation to public service operators for the costs incurred. The Regulation limits the duration of public service contracts to ten years for coach and bus services and fifteen years for passenger transport services by rail or other track-based modes (extended by up to 50% if the public service operator makes exceptional investments). However, the Regulation also includes specific provisions for contracts entered into before the Regulation’s effective date. Due to the specific regulatory framework governing transport provision in the Île-de-France region, a regulatory text will be required to implement these provisions. New agreement with the Île-de-France regional public transport authority (STIF) On February 21, 2008, RATP and STIF entered into a new agreement, setting forth the conditions governing the provision by RATP of public passenger transport services in the Île-de-France region for the period from 2008 to 2011. It is the third agreement entered into since the relations between STIF and RATP were first set out contractually in 2000. The agreement changed the previous arrangements relating to RATP funding. RATP now receives funding in the form of: • individual payments from STIF by type of expense, which are either operational and related to public service obligations, or investment and infrastructure expenses; • amounts to cover expenses, which are clearly separate from those relating to profit-sharing. 1. SIGNIFICANT EVENTS AND TRANSACTIONS The profit-sharing system, which divides risks and gains between RATP and STIF, is based on direct revenues generated, benchmarked against contractual performance targets. The system also includes quality of service indicators, with rewards and penalties earned or incurred based on quality of service performance. European Regulation on public service obligations New bond issues The European Regulation on public passenger transport services by rail and by road was adopted on October 23, 2007 and will enter into force on December 3, 2009, with a transitional period of ten years. The purpose of the Regulation is to define how competent authorities may act in the field of public passenger transport, by laying down the conditions governing the contracting of public services to operators RATP issued bonds worth €870 million during 2008: • €550 million in May (maturing in 2018) with a 4.5% coupon; • CHF200 million in July (maturing in 2016) with a 3.375% coupon; • CHF150 million in October (maturing in 2017) with a 3.25% coupon; • €100 million in November (increase in the 2018 bond issue with a 4.5% coupon). 29 Leasehold agreements In 2008, three leasehold agreements were terminated prior to their expiry date. The transaction generated a gain of €1.2 million corresponding to the net present value of the outstanding lease payments. Tax inspection A tax inspection is currently under way for the period from 2004 to 2006. RATP recognized a provision in its 2008 financial statements for tax, estimated on the basis of correspondence with the tax authorities to date. 2. ACCOUNTING STANDARDS 2.1 Accounting policies Pursuant to the European Regulation 1606/2002 of July 19, 2002, the consolidated financial statements of the Group at and for the year ended December 31, 2008 have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Union. Information on these standards is available on: http://ec.europa.eu/internal_market/accounting/ias_fr.htm#adoptedcommission. 2.2 Accounting standards 2.2.1 Standards/amendments and interpretations which entered into force in 2008, but do not apply to the Group • Amendment IAS 39/IFRS 7 on Reclassification of financial assets – Possibility of reclassifying certain financial assets in another category under certain restrictive conditions. The following interpretations, issued by the IASB and mandatory for 2008 financial statements, had either not been adopted in Europe as at December 31, 2008 or were not mandatory as of January 1, 2009. Consequently, their implementation is deferred, resulting in a temporary difference between the standards applied and those issued by the IASB: • IFRIC 11, amendment to IFRS 2 on Group and Treasury Share Transactions and Vesting Conditions. This text has been adopted by the European Union, with implementation deferred until January 1, 2009; • IFRIC 12 on Service Concession Arrangements (effective as of January 1, 2008). This text specifies how the financial assets and intangible components of service concession arrangements are accounted for under IFRS. The text has not yet been adopted by the European Commission; • IFRIC 14, IAS 19 on The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction. This text was adopted by the European Union with implementation deferred until January 1, 2009. 2.2.2 Standards/amendments and interpretations not yet effective and not implemented early by RATP • amended version of IAS 23 on Borrowing Costs (effective as of January 1, 2009). This standard eliminates an accounting choice and obliges companies to capitalize costs that are directly attributable to the acquisition, construction or production of qualifying assets; 30 • IFRS 8 on Operating Segments (effective as of January 1, 2009), under which segment reporting is aligned with data used by management (particularly internal reports). This standard may impact the structure of segment reporting; • Improvements to IFRS (combined amendments to IFRS issued by the IASB on May 22, 2008); • amended version of IAS 27 on Consolidated and Separate Financial Statements (effective for changes in ownership interests on or after January 1, 2010). This standard has not yet been approved by the European Commission (expected in second quarter of 2009). As the standard is applied prospectively, no impact is expected on the consolidated financial statements until the effective date; • amended version of IFRS 3 on Business Combinations (effective for acquisitions of controlling interests on or after January 1, 2010). This standard provides clarification and institutes changes regarding the accounting treatment of the acquisition of controlling interests in subsidiaries. It requires the implementation of the single full goodwill method, which was one of two methods possible under the previous IFRS 3. It has not yet been approved by the European Commission (expected in the second quarter of 2009). As the standard is applied prospectively, no impact is expected on the consolidated financial statements until the effective date; • amended version of IAS 1 on Presentation of Financial Statements as of January 1, 2009. The objective of the amendment is to improve the analysis and comparability of the information disclosed in the financial statements. Phase A requires the presentation of a new financial statement, (the statement of comprehensive income), which replaces the current income statement and combines all profit or loss and all other non-owner changes in equity. The Company may choose to present comprehensive income: (i) either in one statement of comprehensive income, (ii) or in two statements: a separate income statement and a statement of comprehensive income. The statement of changes in equity only presents owner changes in equity. The impact of these standards is currently being evaluated. 2.2.3 Standards/amendments and interpretations that do not apply to RATP • amendments to IFRS 1 and IAS 27: “Cost of investment in a subsidiary, a jointly controlled or affiliated entity”. Application obligatory from January 1, 2009; • amendment to IFRS 2: “Conditions relating to the acquisition of rights and cancellations”. Application obligatory from January 1, 2009; • IFRIC 13 on Customer Loyalty Programmes is effective for periods beginning on or after July 1, 2008. This interpretation recommends deferring part of the revenue received on the sale of goods or services, by estimating the value of customer loyalty awards and allocating the corresponding amount to a liability account; • IFRIC 15 on Agreements for the Construction of Real Estate is effective for periods beginning on or after January 1, 2009. This interpretation provides guidance on the standard applicable (IAS 11 or IAS 18) for specific contracts. It has not yet been adopted by the European Union (expected in the second quarter of 2009); • IFRIC 16 on Hedges of a Net Investment in a Foreign Operation is effective from 2009. This interpretation specifies that hedges of a net investment for foreign exchange differences in the functional currency (not in the presentation currency) and hedging instruments may be held by any group entity. This interpretation has not yet been adopted by the European Union (expected in the second quarter of 2009). Consolidated financial statements 2008 2.3 Use of estimates and assumptions The preparation of consolidated financial statements in compliance with IFRS requires Group management to make estimates and assumptions, as many of the items included in the financial statements cannot be measured accurately. Management revises the estimates if there is a change in the circumstances upon which they were based, or when new facts arise or it obtains a more extensive understanding of the situation. Consequently, the estimates made as at December 31, 2008 may change significantly. The estimates and assumptions notably concern: • asset impairment, particularly of property, plant and equipment (note 3.5), inventories (note 3.11) and goodwill (note 3.3); • provisions for contingencies, primarily those for decommissioning (note 26), and items relating to employee benefits (note 25); • the measurement to fair value of financial instruments; • the evaluation of counterparty risk on deposits in relation to leasehold agreements (note 15); • recognition of deferred tax assets (note 11). The main accounting methods used to prepare the consolidated financial statements are described below. Unless otherwise indicated, these methods were consistently applied to the reporting periods presented. The consolidated financial statements have been prepared in accordance with the going concern principle and with the principle on the separation of accounting periods. They have also been prepared on the historical cost basis, with the exception of available-for-sale assets which are measured at fair value and financial assets and liabilities measured at fair value through profit and loss (including derivative instruments). 3. ACCOUNTING POLICIES Adjustments are made to the financial statements of consolidated subsidiaries and equity-accounted associates to bring them into compliance with the accounting policies applied by the Group. Low-cost housing company HLM Logis Transports Assessing the extent of control over low-cost housing (HLM) companies is extremely complicated due to the nature of these companies and the regulatory constraints imposed upon them. Consequently, a more pragmatic than theoretical analysis is used to determine control, and the specific way in which the companies operate is also taken into account. Consequently, despite the fact that RATP holds an 88% stake in HLM Logis Transports, the company was not consolidated for the following reasons: • low-cost housing regulations impose financial constraints, such as restrictions on distributable profit and liquidating dividend rights, which limit the power to manage the financial policy of the subsidiary and to gain the associated economic benefits; • the debt of low-cost housing companies, transaction by transaction, is almost always guaranteed by the local government authorities. Consequently, RATP does not bear the risk of not being repaid the loans made to HLM Logis Transports; • although RATP exercises influence over certain aspects of HLM Logis Transports’ management, its influence cannot be qualified as control. For instance, the allocation of housing to RATP employees is carried out by an allocation board in the same way as for external applicants. Therefore, HLM Logis Transports does not meet the consolidation criteria set out in IAS 27. The company’s shares are recorded in the balance sheet at their acquisition cost and are classified as available-for-sale financial assets. The main financial information concerning HLM Logis Transports is presented in note 18. 3.1.2 Business combinations 3.1 Consolidation 3.1.1 Consolidation scope and methods The consolidated financial statements of RATP Group comprise the financial statements of RATP and those of its subsidiaries, joint ventures and associates. Subsidiaries are all entities over which the Group exercises control. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activity. Control is presumed to exist if the Company holds, either directly or indirectly via its subsidiaries, more than 50 per cent of voting rights. The financial statements of subsidiaries are fully consolidated and those of minority interests are accounted for based on their ownership interest. Companies are consolidated from the date their controlling interest is transferred to the Group. They are deconsolidated from the date the Group ceases to exercise such control. Subsidiaries that are jointly controlled by the Group and other shareholders are proportionately consolidated. Subsidiaries, over which the Group exercises significant influence but not control, are accounted for by the equity method. Significant influence is presumed to exist when the Group holds between 20% and 50% of voting rights. Acquisitions of subsidiaries are recorded using the purchase method. The acquisition cost comprises the fair value of the assets acquired and the liabilities assumed, including directly-attributable transaction costs. Goodwill represents the difference between the cost of the acquisition and the Group’s interest in the fair value of the assets acquired and liabilities and contingent liabilities assumed (note 12). Moreover, if the fair value of the Group’s share in the assets and liabilities acquired exceeds the acquisition cost, this surplus is immediately recognised in the income statement. Minority interests are presented in a separate line on the balance sheet under shareholders’ equity. Their share of consolidated net income is presented separately in the income statement. All inter-company transactions, including profits, losses and dividends, are eliminated upon consolidation. 3.2 Foreign currency translation 3.2.1 Functional currency and reporting currency The consolidated financial statements are presented in euros, which is the Group’s reporting currency. The items included in the financial statements of each Group entity are measured in the functional currency, which is the legal tender of the primary economic environment in which the entity operates. 31 3.2.2 Financial statements of foreign operations 3.4.2 Other intangibles The financial statements of the subsidiaries Systra, Transdev, M’Dina Bus and Bombela Operating Company, which are prepared using a functional currency different from that of the parent company, have been converted into euros as follows: • balance sheet entries, using the exchange rate effective at year end; • income statement entries, using the average exchange rate over the period. Other intangible assets are recorded in the balance sheet at their historical value. They are systematically amortized over their useful life. Gains and losses from foreign currency translation are recognized directly in equity under “Currency translation reserves” for those relating to the Group, and under “Minority interests” for those relating to minority interests. When a foreign operation is sold, the associated currency translation gains and losses recognized in equity are transferred to profit and loss. 3.2.3 Conversion of foreign currency transactions Foreign currency transactions are converted into the functional currency at the exchange rate effective on the date of the transaction. At each year end: • non-monetary assets and liabilities denominated in foreign currencies are recorded at the historical exchange rate effective at the transaction date; • monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate effective at year end. Foreign currency translation adjustments are recorded in the income statement for the period under Intangible assets, or as a separate component of equity if they relate to hedges of net investments or cash flows. 3.3 Goodwill Goodwill is initially measured as the difference between the cost of the business acquired and the Group’s proportionate interest in the fair value of the identified assets, liabilities and contingent liabilities of the entity acquired at the acquisition date. It may be modified subsequent to adjustments in the fair value of the assets acquired and liabilities assumed within twelve months from the acquisition date. Subsequently, goodwill is stated at cost less any impairment losses. Goodwill is not amortized but is tested for impairment at least once a year and when there is an indication of impairment. In the event of the sale of an investment, the gains or losses recognized take into account the net book value of the goodwill of the divested business. 3.4 Intangible assets 3.4.1 Research and development expenses Internal development costs are only capitalized under intangible assets if they meet the six criteria set forth by IAS 38 and can be measured reliably. The costs are capitalized from the date management makes the investment decision, if there is proof that the asset will generate sufficient future economic benefits. Internal procedures ensure that records are available on the date management takes the investment decision. Development costs are amortized based on the depreciation periods applied to the associated assets. 32 Software is amortized on a straight-line basis over three to ten years. 3.5 Property, plant and equipment The Group’s property, plant and equipment comprises the assets made available for use by RATP that are owned by the public authorities, notably the Île-de-France public transport authority (STIF), the Group’s fully-owned assets and assets held under finance leases. The breakdown of real estate assets based on ownership is as follows: • State: primarily the lines incorporated in the RER network; • STIF: primarily Paris metro lines built before 1968, as well as a number of buildings used by RATP for its business; • RATP: all the other assets. Ownership arrangements concerning the assets made available to RATP by the State and STIF RATP was formed by the Act of March 21, 1948, which transferred the rights of use of the assets and property conceded by the City of Paris or Seine Department to the Paris Metropolitan Railway Company and to the Paris Regional Public Transport Company to RATP upon its formation (note 3.15 Reserve for assets). The Decree of June 4, 1975 provided for the real property allocated to RATP operations to include the assets owned by the State, comprising the public railway track required for the regional transport network, assets owned by STIF (metro lines built before 1968) and the assets acquired or built by RATP itself. The assets made available by the French State and STIF, without transfer of ownership, are presented in RATP’S balance sheet under the appropriate fixed asset accounts in order to provide a true economic view of the assets under the Group’s management. However, RATP does not have full rights to the assets as they are part of the public transport domain. In accordance with its operating terms and conditions, RATP is responsible for maintaining and replacing the property it manages. The French decentralization act of August 2004 did not amend any aspects regarding the ownership of these assets. The European regulation of October 23, 2007 on public passenger transport services imposes a limit on the duration of rights granted to operators, although no precise dates have yet been set (note 1: Significant events and transactions). As of December 3, 2009, the dates will be required and will be used in the preparation of the financial statements of both RATP and RATP group. Upon the award of public service contracts, the competent transport authorities shall set out new provisions concerning contract duration, financing arrangements, and disposal of assets upon contract expiry. Depreciation and impairment of fixed assets is calculated and recognized in the financial statements on the basis of the provisions. RATP is currently evaluating the accounting and financial impact of the new provisions. RATP acquired and self-constructed assets Property, plant and equipment acquired and fully owned by RATP is recorded in the consolidated balance sheet at acquisition or production cost, or at the asset’s fair value at the consolidation date. Consolidated financial statements 2008 RATP contributes to financing the infrastructure, equipment and rolling stock on the lines it operates, whether or not it owns them. In accordance with component-based accounting, RATP’s fixed assets are broken down into components and the useful life of each asset component is applied based on how frequently it has to be replaced or renovated. Certain assets have received funding from investment grants (notes 3.10 and 14). For assets subject to decommissioning obligations, the estimated cost of the obligation is included in the acquisition cost of the associated asset, and is also provisioned (notes 3.16 and 26). Straight-line depreciation is considered to be the most appropriate in economic terms. The depreciation periods used by the Group are as follows: CATEGORIES DURATION Main railway infrastructure assets 70 to 140 years Infrastructure asset components 15 to 60 years Tracks 12.5 to 50 years Building shell and brickwork 70 to 100 yearss Building fixtures and fittings 6.66 to 30 years Automated train operating system (SAET) and Track signaling Rolling stock (rail) 5 to 35 years 15 to 40 years If there is an indication that an asset may be impaired, the net book value of the asset is compared to its recoverable value. The recoverable value of an asset or cash-generating unit is the higher of an asset’s fair value less costs to sell and its value in use. Value in use is determined by discounting the CGU’s expected future cash flows using an appropriate discount rate based on the nature of the business, and taking into consideration its residual value. The asset impairment test carried out on the RATP CGU on January 1, 2006, upon transition to IFRS, was based on forecast net cash flows after capital expenditures for 2006-2011 (year the STIF contract is presumed to terminate), and on a presumed residual value, equal to net book value. The test also assumed a theoretical selling price at the end of the contract (which for the requirements of the test and as a conservative measure was assumed to be at least equal to the net book value). The test did not reveal any impairment. As indicated above (note 1 – Significant events in 2008), the regulation on public passenger rail and road transport services, adopted in 2007, set out the new terms governing the granting of public service contracts. However, as transitional arrangements are currently in force for existing contracts, the date the new rule will come into effect for these contracts has not been defined. Therefore, the effects on the property, plant and equipment currently operated and recorded as assets by RATP, whether fully owned or available for use, have not yet been determined. During 2008, no impairment was recorded on this CGU. Rolling stock (bus) 4 to 10 years 3.7.2. Impairment of other assets Plant equipment, fixtures and fittings 5 to 50 years Other property, plant and equipment 3 to 15 years The useful life of property, plant and equipment is reviewed annually and modified to account for any significant change. For all non-financial assets, impairment testing is carried out whenever there is an indication of impairment. The net book value of the non-financial asset is compared to its recoverable value, which is defined as the higher of selling price (less costs to sell) and its value in use. 3.6 Investment property 3.8 Financial assets The Group owns investment property at quai des Grands-Augustins in Paris. The building is not used for RATP’s operations and does not generate lease revenue. It is valued at cost, which is the method used to account for investment property. 3.7 Asset impairment In accordance with IAS 39, the Group’s financial assets are classified in one of the following three categories: available-for-sale financial assets, loans and receivables (other financial assets) and financial assets at fair value through profit or loss (derivative financial instruments). When initially recorded, financial assets are measured at their acquisition cost including transaction costs. The purchase and sale of financial assets is recognized at the transaction date. 3.7.1. Impairment of Cash-Generating Units (CGU) 3.8.1 Available-for-sale financial assets In accordance with IAS 36, assets to be tested for impairment are combined in Cash-Generating Units. Available-for-sale financial (AFS) assets primarily consist of unconsolidated investments, shares in open-ended mutual funds (Sicav), shares in UCIT funds and shares in open-ended collective investment funds (FCP), which do not qualify for classification as cash and cash equivalents. AFS assets are stated at fair value. Changes in the fair value of the assets are recognized in equity until the investment is sold or disposed of in any other way. However, if it can be shown that the AFS asset is impaired, the accumulated impairment loss is recognized in the income statement and cannot be reversed. A Cash-Generating Unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. As all of RATP’s business activities are interdependent, they are combined in a single CGU. The other Cash-Generating Units are defined on the basis of the function they perform and their operating location. In compliance with IAS 36, impairment testing is performed: • annually on all CGUs containing goodwill or other intangible assets with indefinite useful lives; • when there is an indication that all the assets may be impaired. If fair value cannot be determined reliably, the available-for-sale financial assets are stated at cost less any impairment losses. 33 3.8.2 Loans and receivables (other financial assets) Other financial assets mainly consist of receivables relating to subsidiaries and affiliated companies, loans and security deposits. All of these financial assets are initially measured at fair value, then at their amortized cost, which is measured using the effective interest rate method. If there is any indication of impairment, the assets are tested for impairment. An impairment loss is recognized in the income statement if the carrying amount of the asset exceeds the estimated recoverable amount. Impairment is recorded in the income statement. 3.8.3 Derivative financial instruments The Group uses interest rate, currency and commodity forwards and financial instruments such as swaps, caps, floors and swaptions for the sole purpose of managing its exposure to interest rate, exchange rate and price escalation risk. Risk management is centralized by the treasury department at head office within the limits set by the Group’s Finance Department. 3.8.3.1 Presentation of derivative financial instruments Derivative financial instruments are recognized in the balance sheet under other current assets and liabilities. In accordance with IAS 39, derivative instruments are measured at their fair value when initially recognized, then subsequently re-measured at each year-end until maturity. At each year-end, the fair value of the derivative financial instruments is calculated based on the valuation models and methods commonly used on the markets. The method of accounting for derivative financial instruments varies according to whether they are considered to be fair value hedging instruments, cash flow hedges or are not qualified as hedging instruments. 3.8.3.2 Hedging instruments Effectiveness tests are performed when the hedges are set up, and then subsequently at each year end. If the tests show that the ineffective portion is too great, hedge accounting will no longer apply and the derivative will no longer be classified as a hedging instrument. 3.8.3.3 Derivatives not classified as hedges While part of the Group’s hedging policy, some transactions do not qualify as hedging operations as they do not meet the specific hedge accounting criteria set out in IAS 39. Any changes in fair value of these derivative financial instruments are immediately recorded in the income statement. Quantitative data on the use of these derivative financial instruments are provided in note 30. 3.9 Leases 3.9.1 Operating leases Operating lease payments are expensed in the income statement on a straight-line basis over the duration of the lease. 3.9.2 Finance leases In accordance with IAS 17, leases are classified as finance leases when in substance the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Assets held under finance lease are initially recognized as assets, with an offsetting entry under liabilities, at their fair value or, if lower, at the present value of the future minimum lease payments. Subsequently, the lease payments are accounted for as repayments of the liability and are broken down into: • repayment of principal; • interest, based on the interest rate specified in the contract or the discount rate used to measure the outstanding liability. For hedging transactions, the Group implements the hedge accounting arrangements set out in IAS 39: derivative financial instruments are recorded in the balance sheet at their fair value at year end, based on their hedge classification. Depreciation and amortization is recorded in the same manner as for the associated fully-owned assets, with interest replacing the lease payments recorded in the company’s financial statements. Fair value hedges A fair value hedge is a hedge of the exposure to a change in the fair value of a recognized asset or liability, or of an unrecognized firm commitment. Lease payments are indexed to the French cost of construction index. The hedged item and the hedging instrument are re-measured at the same time, and changes in their fair values are recorded immediately in profit or loss. The net effect of the ineffective portion of the hedge is recognized immediately in the income statement. Cash flow hedges A cash flow hedge is a hedge of the exposure to a highly probable forecast transaction that is not recorded in the balance sheet. Changes in the fair value of the effective portion of the hedging instrument are recognized directly in equity in the line item “Cash flow hedge reserves” and are transferred to the income statement as the hedged transaction is settled. Changes in the fair value of the ineffective portion are recognized immediately in the income statement. 34 The Group only uses finance leases for buildings. Details of the assets recorded under property plant and equipment for finance leases are provided in note 15, and the associated liability is outlined in note 27. 3.10 Investment subsidies Grants are recognized if there is reasonable assurance that the Group will comply with the grant conditions and the grant will be received. The grants are associated with particular assets and are presented as a deduction from the assets, then transferred to the income statement over the useful life of those assets as asset depreciation is recorded. The special rate obtained on the loans granted by the Île-de-France region is presented in the same way as the other grants for assets. Consolidated financial statements 2008 3.11 Inventories Cash flow hedge reserves Inventories are stated at the lower of cost (including associated transaction costs) and net realizable value. Cost is calculated using the weighted average cost method. This reserve account records the accumulated changes in the fair value of the effective portion of the derivative instruments used as cash flow hedges (transactions not yet recognized). An impairment loss is recorded if the probable realizable value of an item of inventory is lower than its cost. Actuarial gains and losses on post-retirement benefits 3.12 Trade receivables Trade receivables are recorded at fair value, which equates to their nominal value, as the effect of discounting is not material for assets that are due within one year. In application of the revised IAS 19, actuarial gains and losses on the post-retirement benefits granted to the Group’s employees, are charged or credited directly to equity. 3.16 Provisions Impairment is recorded if there is collectibility risk, to reduce their carrying amount to probable realizable value. A provision is recognized at year end if the Group has a legal or constructive obligation towards a third party as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the obligation can be reliably estimated. 3.13 Cash and cash equivalents The provision recognized corresponds to the estimated amount of resources required to settle the obligation. Cash equivalents are held exclusively to meet the Group’s short term cash requirements. The line item “cash and cash equivalents” includes bank accounts, liquid investments and cash equivalents. Cash equivalents comprise risk-free investments with maturities of three months or less, which can almost immediately be converted into cash and with negligible risk of change in value. They include: • negotiable receivables, carried at their nominal value, which is deemed to represent fair value; • shares in monetary UCIT funds in euros, which are measured at their liquidating value at year end. Changes in the fair value of these cash equivalents are recorded in the income statement. Provisions are discounted if the effect of discounting is material. Decommissioning costs mainly concern railway rolling stock. A provision is recorded to offset the amount recorded under assets and their asset components are amortized over the useful life of the trains. Any increase in the liability provisioned in terms of cost or term to maturity (decommissioning component) is capitalized in the value of the associated equipment. A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or a present obligation for which it is not probable that an outflow of resources will be required. Contingent liabilities are only recognized in the financial statements in the event of business combinations. However, disclosure is required in the notes to the financial statements. 3.14 Equity RATP was formed by the act of March 21, 1948. However no capital was transferred to it at that time. In 1986, the public authorities allocated RATP capital, partially in exchange for the early repayment of the loans previously granted to it by the economic and social development funds. 3.15 Special reserves Reserve for assets made available to RATP This account reflects the residual value of the assets made available for use by RATP as of January 1, 1949 (date at which the Company was created), and assets subsequently made available to RATP (Line B and the Saint-Germain-en-Laye stretch of Line A). Gains/losses on disposal of property In accordance with the legal provisions governing RATP’s operations, gains and losses arising from the sale of property are recorded directly in reserve accounts, with a clear distinction drawn between the assets made available to RATP and those internally developed by RATP. In accordance with the provisions agreed with the supervisory authorities, the reserve accounts may be used to fund capital expenditures. (note 24 – Reinvestment reserves). 3.17 Employee benefits 3.17.1 Defined Contribution Plans RATP pays employer contributions into the RATP employees’ pension fund. Pursuant to the Decree of December 2005, these contributions are the only requirement incumbent on RATP in terms of retirement obligations. RATP has no other actuarial liabilities. The payments made by RATP are expensed in the period they relate to. 3.17.2 Defined benefit plans for post-retirement benefits The net liability recorded in the balance sheet for post-employment benefit obligations corresponds to the present value of the obligation relating to defined benefits at year end, less adjustments for the unrecognized cost of past services. The present value of the obligation, as well as the cost of past services is calculated using the projected unit credit method. According to this method, the rights to benefits are attached to periods of service based on the vesting plan formula. Rights are calculated on a straight-line basis if the rate of vesting is not stable during the later years of service. There are no plan assets. 35 The amount of future payments for employee benefits is assessed using assumptions such as salary increase rate, retirement age, number of years’ service to date and mortality tables. They are discounted to their present value using the Bloomberg 10/15 year rate. Actuarial gains and losses are recorded under equity (note 25). Deferred taxes are recognized for all temporary differences arising from investments in subsidiaries, affiliates and jointly-controlled entities, unless the date at which the temporary difference will reverse can be controlled and the reversal is not expected to occur in the foreseeable future. Past service cost is expensed on a straight-line basis over the average remaining vesting period if unvested, or immediately to the extent that the benefits are already vested. For French companies, the statutory tax rate at the date of the financial statements was 33.33%. The retirement obligation for the period is fully expensed to operating income and recorded under payroll and payroll related costs (note 7). 3.20 Revenue recognition 3.17.3 Other long-term benefits Any actuarial gains and losses and past service costs relating to other long-term benefits are immediately expensed in full. Revenue is recognized when the associated risks and benefits are transferred to the buyer, which usually coincides with the transfer of ownership or the provision of a service. Revenue is recognized net of rebates, discounts and income tax, and after the elimination of inter-company sales. Revenue comprises: 3.18 Financial liabilities Apart from derivative instruments, which are measured at fair value, other financial liabilities are measured at fair value when initially recorded in the balance sheet, then subsequently at amortized cost, using the effective interest rate method. Loans and borrowings Loans and borrowings mainly include bond issues, loans from the Île-de-France region, loans from financial institutions and short-term bank loans. They are initially recognized at their fair value, corresponding to the amount received less borrowing costs, then subsequently at amortized cost using the effective interest rate method. For fair value hedges on loans and borrowings, the hedged part of loans and borrowings is recorded in the balance sheet at fair value, based on market value. Changes in fair value are recorded in the income statement and are offset by symmetrical changes in the fair value of the hedging instruments. 3.19 Deferred tax The Group records deferred taxes for all temporary differences between the carrying amount and taxable value of its assets and liabilities recognized in the consolidated financial statements, using the liability method. Deferred taxes are not recognized if the difference is generated by the initial recognition of an asset or liability in a transaction which is not a business combination, and which does not impact earnings, tax income or tax loss at the transaction date. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the reporting period when the asset is realized or the liability settled, based on the tax rates (and tax regulations) enacted or substantially enacted at the date of the financial statements. Deferred taxes concern the subsidiaries, as RATP is not subject to tax. Deferred tax assets are recognized insofar as it is probable that the temporary difference will reverse in the foreseeable future. 36 1) Transport revenue, made up of three components: • direct traffic revenue from transport users; • STIF contributions; • C1, a contribution to operations and public service obligations. This contribution comprises three parts: a flat-rate contribution operating expenses that are not covered by revenue from transport users; a contribution covering the exact amount of business, professional and property-related taxes and duties levied; and a contribution covering the difference between the budgeted direct revenue used to calculate the flat-rate contribution and the updated budgeted direct revenue based on STIF’s pricing decisions; • C2, a contribution to finance investments; • a reward/penalty quality of service performance system. These contributions are reviewed annually based on certain indexes. 2) Income from transport-related activities. 3) Non-transport revenue. Revenue is recognized when users actually use the transport services. The public tariffs are set by the Île-de-France regional public transport authority (STIF). For RATP, they constitute a public service obligation. Income from transport-related activities mainly includes: • revenue from advertising and commercial leases; • various repayments. Non-transport revenue consists primarily of revenue from services and work rendered to third parties, sales of goods, mobile telephony and telecommunications. Revenue from engineering and construction contracts and the associated costs are recorded under financial income and expense respectively, according to percentage completion at year end. Percentage-of-completion is measured on the basis of the costs incurred for the work performed to date, based on the estimated total contract costs. Profit generated on contracts that are accounted for by the percentage-of-completion method is only recognized when it can be measured reliably. If it is likely that the total costs of the contract will exceed contract income, the expected loss at completion is immediately expensed and recorded as an impairment of contract revenue receivable, then provisioned under liabilities, as appropriate. Consolidated financial statements 2008 3.21 Segment reporting The Group’s primary activity is the provision of public transport in Paris and the suburbs in the Île-de-France region. The Group thus considers that it is appropriate to focus on information relating to the transport sector, which is its primary level of segment reporting. The vast majority of the Group’s business is conducted in France. Pursuant to IAS 14, business generated in the geographic segment “outside France” is below the threshold requiring specific segment information. The companies FlexCité 93, FlexCité 77 and 91 were consolidated in 2008. They are wholly-owned by FlexCité, in which RATP Développement holds a 51% stake. They were set up to transport people with mobility impairments. Disposals and deconsolidated companies: • RATP Développement sold its ownership interests in Transports du Val-d’Oise. (TVO). The transaction generated a capital gain of €4 million. • RATP Développement did not participate in the capital increase of the Moroccan company, M’Dina, so its percentage holding in the Company was diluted to 4.76%. As RATP Développement no longer exercises significant influence over M’Dina, the company is no longer consolidated. 4. SCOPE OF CONSOLIDATION Change in ownership interests: 4.1 Number of companies consolidated The list of companies consolidated figures in note 34. 4.2 Changes in the consolidation scope Newly-consolidated companies: On October 9, 2008, RATP Développement acquired Cars Jacquemard and the entire ownership interests of SCI Pimian. These companies operate the transport network in the Eure region. • RATP Développement increased its ownership interest in the tourist transport company, SLT, by 1%. • Giraux Transports Services increased its stake in the companies Transports Voyageurs du Mantois (TVM) and Compagnie des transports voyageurs du Mantois Interurbains (CTVMI). GTS and Cars Giraux wholly own these two companies. • The company Cité Bleue was fully taken over by STIVO, which is a 50%-owned subsidiary of GTS (20%-owned in 2007). The company is proportionately consolidated. The new consolidations, divestments and changes in consolidation scope did not effect the financial statements as at December 31, 2008. 5. BREAKDOWN OF REVENUE 12/31/2008 12/31/2007 3,869,605 3,673,311 Transport-related activities 101,387 104,849 Non-transport revenue 346,223 326,428 4,317,215 4,104,588 Transport TOTAL REVENUE To provide a clear view of revenue, following the introduction of the compensation system under the new STIF 2008-2011 agreement, the standard contribution received in 2007 relating to the 2004-2007 agreement was included in transport revenue for the year ended December 31, 2007. Revenue per subsidiary in France and abroad 12/31/2008 RATP REVENUE REVENUE FRANCE 4,028,692 4,028,692 RATP Développement 12,080 11,166 Groupe Giraux 53,137 53,137 Other transport subsidiaries 62,498 55,793 119,830 25,550 1,377 1,377 Promo Métro 19,303 Telcité-Naxos 19,269 Groupe Systra Xelis SEDP GROUP TOTAL 12/31/2007 REVENUE INTERNATIONAL 914 REVENUE REVENUE FRANCE 3,857,527 3,857,527 REVENUE INTERNATIONAL 8,649 8,649 38,453 38,453 6,705 46,995 42,973 4,022 94,280 114,562 23,107 91,455 554 554 19,303 18,694 18,694 19,269 18,688 18,688 1,031 1,031 466 466 4,317,215 4,215,316 4,104,588 4,009,111 101,899 95,477 37 6. RESEARCH AND DEVELOPMENT (R&D) COSTS Research and development costs for 2008 amounted to €2,089 thousand compared with €2,562 thousand for the previous year. 7. PAYROLL EXPENSE 7.1 Financial impact Salaries and wages Social security contributions 12/31/2008 12/31/2007 – 1,626,712 – 1,536,291 – 716,911 – 697,890 Other long-term benefits 6,033 – 2,883 – 33,982 – 32,394 –2,371,572 –2,269,458 Profit sharing TOTAL PAYROLL AND PAYROLL-RELATED COSTS 7.2 Number of employees 12/31/2008 CONSOLIDATION METHOD % OF INTEREST AGGREGATE NUMBER OF EMPLOYEES 12/31/2007 GROUP SHARE(1) AGGREGATE NUMBER OF EMPLOYEES GROUP SHARE(1) 43,809 RATP parent company FC 100.00 44,146 44,146 43,809 RATP Développement FC 100.00 14 14 11 11 Cars Perrier FC 100.00 192 192 196 196 OrlyVal Services FC 100.00 Groupe Giraux FC Other transport subsidiaries 77 77 75 75 707 700 672 611 344 259 550 354 Groupe Systra PC 50.00 1,812 906 1,466 733 Xelis FC 100.00 43 43 17 17 Promo Métro FC 100.00 21 21 22 22 Telcité FC 100.00 14 14 14 14 SEDP FC 100.00 AVERAGE NUMBER OF EMPLOYEES 37 37 37 37 47,407 46,409 46,869 45,879 (1) The employees of fully-consolidated companies are accounted for 100%. The number of employees of proportionately-consolidated companies is proportionate to percentage consolidation and employees of equity-associated companies are not included. 7.3 Individual training rights In accordance with the provisions of the French law no. 2004-391 of May 4, 2004 on professional training, the company grants its employees individual training rights of twenty hours minimum per calendar year, which may be accumulated for up to six years at the end of which, if the rights have not been used, they are capped at one hundred and twenty hours. As at December 31, 2008, the number of hours accrued for training amounted to 3,207,593 hours. The number of unused accrued training hours amounted to 3,204,551 hours. 8. OTHER OPERATING INCOME AND EXPENSE 12/31/2008 12/31/2007 Trade receivable write-offs – 4,870 – 2,292 Various operating expenses – 19,162 – 45,242 –24,032 –47,534 TOTAL OTHER OPERATING INCOME AND EXPENSE 38 Consolidated financial statements 2008 9. OTHER OPERATIONAL INCOME AND EXPENSE 12/31/2008 12/31/2007 6,219 – 3,193 Other – 3,201 181 TOTAL OTHER OPERATING INCOME AND EXPENSE 3,017 –3,012 Gain or losses on sale of assets 10. NET FINANCIAL EXPENSE 12/31/2008 Borrowing costs Interest on outstanding loans Interest on finance leases Financial income Net income from cash equivalents Income received from other financial assets Other income from available-for-sale financial assets 12/31/2007 – 307,018 – 190,484 – 305,414 – 189,187 – 1,604 – 1,297 31,648 15,183 30,556 13,781 945 922 147 480 – 1,889 – 663 Provision allocations and reversals for financial risk – 1,318 123 Income from unhedged derivatives – 1,154 0 Hedging expense Gain/loss on hedging derivatives – Ineffective portion Currency translation gains and losses Currency translation derivatives Currency translation operating items Short-term loans and borrowings 227 – 12 – 85,390 10,760 85,390 – 11,396 356 – 138 70,833 – 16,147 Leasehold Income 10,460 16,305 Other financial income and expense 92,942 68,097 NET TOTAL Total financial income and expense – 32,569 – 100,549 –206,426 –192,111 220,796 110,467 –427,222 –302,578 Gains and losses on currency translation are offset by gains and losses on hedge derivatives. Details on financial risk management are provided in note 29. 11. INCOME TAX The breakdown of income tax is as follows: Tax income/expense 12/31/2008 12/31/2007 – 7,036 – 6,266 Tax consolidation income/expense 588 150 Deferred tax income/expense for temporary differenc 521 24 –5,927 –6,092 TOTAL TAXES Changes in net deferred taxes were as follows: 12/31/2008 Opening balance Recognized in the income statement Recognized in goodwill CLOSING BALANCE –4,400 12/31/2007 –1,130 521 24 – 179 – 3,294 –4,058 –4,400 39 The breakdown of deferred taxes by type is as follows: 12/31/2008 Temporary differences Valuation differences 12/31/2007 – 388 – 176 – 4,147 – 4,063 16 – 117 Present value CB adjustment Employee benefits Regulated provisions Other 340 284 – 210 – 194 331 – 134 –4,058 –4,400 Of which-deferred tax assets 3,009 2,348 deferred tax liabilities 7,067 6,748 TOTAL In 2008, €2,378 thousand of loss carry-forwards were capitalized by Systra group, in conformity with the method described in note 3.18. Deferred tax assets are only recognized if it is probable that the Group will generate future taxable profit. 12. GOODWILL 12/31/2008 Opening balance Acquisitions through business combinations Currency translation gains and losses, net CLOSING BALANCE 12/31/2007 45,739 1,276 5,267 44,471 – 28 –8 50,978 45,739 The changes over the period reflect the acquisition of Cars Jacquemard and the increases in percentage ownership interests during 2008. In accordance with the method described in note 3.3, impairment tests were performed on the CGUs as at January 1, 2008. The tests did not show any impairment. 40 Consolidated financial statements 2008 13. INTANGIBLE ASSETS 12/31/2006 ACQUISITIONS RETIREMENTS, DISPOSALS RECLASSIFICATIONS CHANGE OF SCOPE 12/31/2007 Gross value Lease rights 2,626 0 0 0 0 2,626 Research and development costs 2,358 0 – 2,332 94,303 0 94,329 248,145 1,608 – 6,045 28,580 0 272,287 34,934 25,220 – 28 – 25,057 550 35,620 5,420 1,145 0 – 5,222 – 15 1,328 293,483 27,973 –8,405 92,604 535 406,189 Software Work in progress Other tangible assets TOTAL 12/31/2006 AMORTIZATION CHANGE RETIREMENTS, DISPOSALS REVERSALS CHANGE OF SCOPE AND RECLASSIFICATION 12/31/2007 Amortization and impairment Lease rights Research and development costs Software Work in progress Other intangible assets TOTAL AMORTIZATION AND IMPAIRMENT INTANGIBLE ASSETS, NET – 835 – 77 0 0 0 – 912 – 2,354 – 3,014 2,332 0 0 – 3,036 – 170,956 – 33,742 5,719 0 49 – 198,931 – 1,083 – 327 0 24 – 496 – 1,882 – 92 –1 0 0 9 – 84 –175,319 –37,161 8,051 24 –439 –204,844 118,163 –9,189 –355 92,626 95 201,345 12/31/2007 ACQUISITIONS RETIREMENTS, DISPOSALS RECLASSIFICATIONS CHANGE OF SCOPE 12/31/2008 Gross value Lease rights Research and development (R&D) costs Software Work in progress Other tangible assets TOTAL 2,626 0 0 0 0 2,626 94,329 0 – 26 2,251 0 96,554 272,287 1,828 – 8,530 77,325 0 342,910 35,620 26,359 – 412 – 26,487 – 173 34,905 1,328 52 0 – 25 8 1,363 406,189 28,238 –8,968 53,064 –165 478,358 12/31/2007 AMORTIZATION CHANGE RETIREMENTS, DISPOSALS REVERSALS CHANGE OF SCOPE AND RECLASSIFICATION 12/31/2008 Amortization and impairment Lease rights Research and development costs Software Work in progress Other intangible assets TOTAL AMORTIZATION AND IMPAIRMENT INTANGIBLE ASSETS, NET – 912 – 77 0 0 0 – 989 – 3,036 – 3,291 29 0 0 – 6,298 – 198,931 – 35,923 7,148 5 702 – 226,999 – 1,882 – 428 266 63 – 371 – 2,353 – 84 0 0 0 77 –7 –204,844 –39,718 7,442 68 408 –236,645 201,345 –11,481 –1,527 53,131 241 241,713 The increase in intangible assets is mainly due to the placing in service of software (€78.2 million). 41 14. PROPERTY, PLANT AND EQUIPMENT 12/31/2006 Gross value Land Buildings Technical plant, equipment and machinery Transport equipment Other property, plant and equipment Work in progress Investment grants TOTAL TOTAL DEPRECIATION AND IMPAIRMENT NET VALUE Gross value Land Buildings Technical plant, equipment and machinery Transport equipment Other property, plant and equipment Work in progress Investment grants TOTAL RECLASSIFICATIONS CHANGE OF SCOPE 12/31/2007 993 3,803 5,392 80,724 6,127 791,369 – 59 – 158,062 – 27,243 – 53,497 – 8,093 – 1,477 – 193,313 – 334 256,350 248,012 137,768 17,540 – 757,214 0 – 230 0 –2 – 178 – 10 800,716 6,770,407 4,085,949 4,512,835 215 450 1,310,142 – 4,117,322 13,229,810 888,407 –441,744 –97,879 –420 13,578,175 DEPRECIATION CHARGE RETIREMENTS, DISPOSALS REVERSALS CHANGE OF SCOPE AND RECLASSIFICATION 12/31/2007 – 4,848 – 2,476,988 – 2,447,524 – 2,586,853 – 131,079 – 12 1,508,837 – 656 – 154,014 – 199,912 – 235,292 – 22,091 0 0 157,151 25,940 50,839 7,621 0 0 0 0 0 10 12 111,143 0 475 – 238 2 –5 0 – 5,504 – 2,473,376 – 2,621,734 – 2,771,304 – 145,545 0 1,619,980 –6,138,467 –611,965 241,550 111,165 234 –6,397,482 7,091,343 276,441 –200,195 13,285 –187 7,180,692 12/31/2007 ACQUISITIONS RETIREMENTS, DISPOSALS RECLASSIFICATIONS CHANGE OF SCOPE 12/31/2008 800,716 6,770,407 4,085,949 4,512,835 215,450 1,310,141 – 4,117,321 145 4,620 6,838 13,315 3,293 971,632 0 – 73,302 – 58,299 – 42,052 – 6,720 – 34 – 196,190 804 351,117 220,148 180,861 14,936 – 814,559 238 0 120 – 156 0 – 50 0 801,665 7,052,961 4,254,479 4,664,958 226,909 1,467,181 – 4,313,273 13,578,176 999,843 –376,597 –46,457 –86 14,154,880 12/31/2007 Depreciation and impairment Land Buildings Technical plant, machinery and equipment Transport equipment Other property, plant and equipment Investment grants RETIREMENTS, DISPOSALS 800,115 6,668,545 3,859,789 4,347,842 200,055 1,277,473 – 3,924,009 12/31/2006 Depreciation and impairment Land Buildings Technical plant, machinery and equipment Transport equipment Other property, plant and equipment Investment grants Subventions d’investissement ACQUISITIONS DEPRECIATION CHARGE RETIREMENTS, DISPOSALS REVERSALS CHANGE OF SCOPE AND RECLASSIFICATION 12/31/2008 – 5,504 – 2,473,376 – 2,621,734 – 2,771,304 – 145,545 1,619,981 – 655 – 153,472 – 200,702 – 208,387 – 21,448 0 72,231 57,889 39,848 6,204 0 0 0 86 0 102,018 0 – 579 – 2,054 – 5,921 2,001 0 – 6,159 – 2,555,196 – 2,766,601 – 2,945,678 – 158,788 1,722,000 TOTAL DEPRECIATION AND IMPAIRMENT 6,397,481 –584,664 176,171 102,104 –6,553 –6,710,423 NET VALUE 7,180,694 415,178 –200,427 55,646 –6,640 7,444,456 42 Consolidated financial statements 2008 The changes in the item “Buildings” mainly reflect the opening of the extension of metro line 13 to Gennevilliers, as well as major maintenance and renewal work on the RER and metro track and metro renovation. Work in progress mainly reflects projects relating to new railway rolling stock, the replacement of trains, and metro line extensions. Commitments relating to capital expenditures are indicated in note 32.1. The property, plant and equipment held under finance leases exclusively concerns buildings. It amounted to the following: 12/31/2008 12/31/2007 Gross value 32,931 32,931 Accumulated depreciation 10,639 9,079 22,292 23,852 NET BOOK VALUE LEASE PURCHASE COMMITMENTS BALANCE SHEET ITEMS Buildings Other property, plant and equipment TOTAL FEES PAID PAYABLE 1 YEAR + TO 5 YEARS RESIDUAL PURCHASE PRICE 5 YEARS + 14,285 9,874 30,816 11 69 0 2,373 9 14,296 9,944 30,816 2,382 Payments of €2,272 thousand were recognized in the income statement for operating leases. 15. SIGNIFICANT OPERATIONS The risks to RATP are limited to those relating to ownership of the equipment, French law and the counterparty risks on deposits. 15.1 American leasehold Part of the counterparty risk relating to deposits, (€1,286 million as at December 31, 2008), is hedged by defeasance agreements, which enable the deposits to be offset against the associated liabilities. Between 1997 and 2002, RATP entered into a number of leaseholds. The leasehold arrangements entailed RATP granting the rights to its assets, under specific terms and conditions, to American investors. By assuming economic ownership of the assets, the investors were able to amortize the assets and make substantial tax savings by deferring tax. The tax advantage obtained by the foreign investors was shared with RATP. A leasehold transaction is composed of the main lease granted by RATP and a sub-lease enabling RATP to retain the right of use of the asset. RATP has an early buyout option (EBO) for a period shorter than the full term of the lease, which enables it to unwind the arrangement by repurchasing the outstanding portion of the lease. In economic and accounting terms, no sale takes place and RATP retains legal ownership of its equipment. The various contracts that make up each leasehold arrangement constitute separate transactions and are accounted for as such. The assets and liabilities related to these contracts (deposits that are never actually cashed in by RATP, other assets that are not received and liabilities that are not paid) are offset in the balance sheet and income statement, and appear in a single line as the net present value (NPV) corresponding to the overall profit generated by each transaction. This profit is recorded as deferred income when the contracts are signed and then is recognized as financial income on a straight-line basis over the duration of the contract. Another part of counterparty risk relating to deposits, (€459 million as at December 31, 2008), is hedged by collateral agreements, which require the deposits to be replaced by American treasury bonds in the event of a lowering of the company’s credit rating. RATP bears the counterparty risk for the remaining amount of deposits, (€327 million as at December 31, 2008), and provides letters of credit on RATP risk to American investors if the rating on these deposits falls below a certain threshold. Since December 31, 2008, RATP has provided letters of credit for a maximum of €131 million. In 2008, three contracts were terminated (note 1). 15.2 Swedish lease The Swedish leasehold agreement is used to finance equipment. The investor pays the supplier the total value of the equipment. RATP leases the equipment over an eighteen year period, at the end of which it may exercise its buy-back option. At the inception of the contract the RATP sets up deposits to cover the payments relating to the lease and equipment buyback option. The Swedish lease is restated in the consolidated financial statements (note 15.1). 43 16. INVESTMENTS IN ASSOCIATES 12/31/2008 12/31/2007 GROUP COMPANIES % OF INTEREST SHARE OF EQUITY SHARE OF NET INCOME % OF INTEREST SHARE OF EQUITY SHARE OF NET INCOME Groupe Transdev 25.00 134,337 3,171 25.60 149,810 7,720 LFI 12.00 2,521 180 12.00 2,341 44 20.00 66 17 – 22 Cité Bleue Partly consolidated in 2008 Tram Di Firenze 24.90 1,923 73 24.90 1,849 LFI Services 12.00 1,512 69 12.00 1,406 58 TVO 35.00 0 288 35.00 1,637 382 Financière Transdev 49.88 1,383 3 49.89 1,212 –5 TFT SpA 12.00 1,534 12 12.00 784 – 42 SELT 24.50 826 66 24.50 817 102 Systra group equity-accounted 50.00 258 66 50.00 166 31 RFT SpA 12.00 72 21 12.00 51 –6 Alexa 37.00 – 54 – 16 37.00 – 38 – 16 STBC 15.00 – 23 30 15.00 – 54 47 0.00 0 – 1,519 20.00 – 4,750 – 2,638 144,287 2,444 155,299 5,671 M’Dina Bus TOTAL The Group has significant influence over these companies for the following reasons: – for STBC, RATP manages its operations; – for LFI, LFI services, TFT SpA, RFT SpA, RATP is the majority shareholder of the companies, and holds 30% of LFI. 17. INVESTMENTS IN JOINT VENTURES 12/31/2007 GROUP COMPANIES Equival NON-CURRENT ASSETS CURRENT ASSETS NON-CURRENT LIABILITIES CURRENT LIABILITIES NET INCOME 324 227 110 213 Financière Systra 19,739 28 0 0 9 3 Groupe Systra 13,498 76,671 12,614 40,655 4,613 Eurailco GmbH 5,741 232 0 198 0 SLT 1,203 3,974 17 1,761 1,946 STIVO 1,760 8,050 1,604 4,762 603 Trans Regio 2,106 4,672 1,256 5,015 – 2,614 44,369 93,853 15,600 52,602 4,560 CURRENT ASSETS NON-CURRENT LIABILITIES CURRENT LIABILITIES NET INCOME TOTAL 12/31/2008 GROUP COMPANIES Equival NON-CURRENT ASSETS 308 242 96 199 26 Financière Systra 19,739 20 0 0 –9 Groupe Systra 14,798 79,375 12,889 43,324 3,781 Eurailco GmbH 8,316 294 0 – 241 0 STIVO 1,762 9,802 1,071 6,456 1,282 Cité Bleue 8 70 0 14 57 Transregio 8,966 4,593 7,116 5,029 – 1,591 55,802 97,106 21,187 55,611 5,541 TOTAL 44 Consolidated financial statements 2008 18. NON-CURRENT AVAILABLE-FOR-SALE FINANCIAL ASSETS 12/31/2007 FINANCIAL ASSETS AT 01/01/2007 Gross value 11,615 Impairment – 4,362 TOTAL NET VALUE 7,254 DISPOSALS ACQUISITIONS/ IMPAIRMENT – 3,288 2,286 –3,288 1,485 CURRENCY TRANSLATION GAINS AND LOSSES OTHER 1 –9 0 –9 FINANCIAL ASSETS AT 12/31/2007 10,605 – 801 – 5,162 5,443 12/31/2008 FINANCIAL ASSETS AT 01/01/2008 Gross value 10,605 Impairment – 5,163 TOTAL NET VALUE 5,443 DISPOSALS ACQUISITIONS/ IMPAIRMENT CURRENCY TRANSLATION GAINS AND LOSSES – 860 10,885 0 – 392 –860 10,493 0 OTHER FINANCIAL ASSETS AT 12/31/2008 126 20,756 – 1,798 – 7,353 –1,672 13,402 The annual change is principally the result of the formation of RATP Algiers and the acquisition of Tourexcel. Available-for-sale financial assets primarily comprise non-consolidated investments which relate to the following: NET VALUE Alexa (no voting rights) % OF INTEREST 1,820 14% Irise 750 10% Tram de Mulhouse 301 20% 312 < 10% Société Billétique Monétique Ratp Alger 3,206 Tourexcel 3,341 Solea 287 Logis Transports (note 3.2.1) < 10% 33 88% Uijeongbu Light 655 < 10% Busan Gimhae 378 < 10% Linea 826 33% Other 1,493 TOTAL 13,402 The unaudited data at December 31, 2008 relating to Logis Transports includes: • revenue: €47,019 thousand in 2008 compared with €36,023 thousand in 2007; • balance sheet total = €458,286 thousand; • net income: €5,349 thousand. 19. OTHER FINANCIAL ASSETS 19.1 Other non-current financial assets NET VALUE N-1 ACQUISITIONS 12/31/2007 DECREASES CURRENCY TRANSLATION DIFFERENCES OTHER NET VALUE N Loans 47,159 1,201 – 1,924 0 3,058 49,494 Deposits and guarantees 17,625 15,642 – 697 0 – 201 32,370 Other Total net value Impairment TOTAL NET VALUE 3,252 2,028 105 –1 – 775 4,609 68,036 18,871 –2,516 –1 2,083 86,472 –1 2,083 86,016 – 426 – 31 0 67,610 18,840 –2,516 – 457 45 NET VALUE N-1 ACQUISITIONS 12/31/2008 DECREASES CURRENCY TRANSLATION DIFFERENCES OTHER NET VALUE N Loans 49,494 3,074 – 2,599 0 – 2,689 47,280 Deposits and guarantees 32,370 2,675 – 1,519 8 1,565 35,099 Other Total net value 4,609 – 15,900 14,250 0 – 17 2,942 86,473 –10,151 10,133 8 –1,141 85,320 –10,151 9,868 8 –1,141 84,599 Impairment – 457 TOTAL NET VALUE – 265 86,017 – 721 The loans mainly correspond to the housing loans granted by RATP to inter-professional housing committees (CIL). 19.2 Other current financial assets 12/31/2007 FINANCIAL ASSETS AT 01/01/2007 Total gross value Impairment TOTAL NET VALUE CHANGE IN FAIR VALUE 7,875 127 0 8,002 0 ACQUISITIONS/ IMPAIRMENT CURRENCY TRANSLATION GAINS AND LOSSES OTHER FINANCIAL ASSETS AT 12/31/2007 402 – 26 350 8,600 402 –26 350 8,727 127 12/31/2008 FINANCIAL ASSETS AT 01/01/2008 Total gross value Impairment TOTAL NET VALUE CHANGE IN FAIR VALUE 8,600 – 176 1,196 127 0 – 127 8,727 –176 1,069 19.3 Fair value of financial instruments measured at cost In 2006, RATP transferred receivables amounting to €73,709 thousand from low cost housing management companies to a bank. RATP received a loan for the same amount, which it recorded as a liability. RATP still records the receivables transferred under assets as it retains substantially all of the risks relating to the receivables (credit risk). The liability is written down at the same rate as the receivables, when repayments are made by the housing management companies. The fair value of the housing loans, recognized at amortized cost, and transferred, is as follows: HOUSING LOANS 12/31/2008 12/31/2007 Fair value 56,765 51,816 Amortized cost 48,110 47,635 Difference – 8,655 – 4,181 46 ACQUISITIONS/ IMPAIRMENT CURRENCY TRANSLATION GAINS AND LOSSES 0 OTHER – 1,311 FINANCIAL ASSETS AT 12/31/2008 8,309 0 0 –1,311 8,309 19.4 Cash flow hedges The cash flow hedges in place as at December 31, 2008 comprised: • either fixed to Euribor swaps: RATP pays a fixed rate and receives a Euribor rate on its existing floating rate debt, or on high probability fixed rate debt. As the sensitivity of the swaps is similar to the debt they back, their impact on profit and loss is not material; • or currency swaps: the cash flows paid on borrowings in one currency are perfectly hedged by the currency swaps, so that changes in the exchange rate have no effect on profit and loss. Consolidated financial statements 2008 20. INVENTORIES 20.1 Details of inventories by type 12/31/2008 GROSS VALUE Raw materials and supplies 171,632 Other supplies PROVISION FOR IMPAIRMENT – 30,229 12/31/2007 NET VALUE GROSS VALUE 141,403 157,616 131 288 131 Work-in-progress 3,904 Merchandise Finished goods TOTAL INVENTORIES – 30,006 NET VALUE 127,610 288 3,739 4,190 123 123 138 0 0 45 – 15 30 145,397 162,276 –30,021 132,255 175,790 – 165 PROVISION FOR IMPAIRMENT –30,394 0 4,190 138 20.2 Changes in inventory impairment 12/31/2007 ADDITION REVERSALS – 30,006 – 2,755 2,532 0 – 15 – 150 0 0 –30,021 –2,905 2,532 0 Provisions for inventories Provisions for work in progress TOTAL CURRENCY TRANSLATION ADJUSTMENTS OTHER 12/31/2008 – 30,229 – 165 0 –30,394 These provisions are accounted for in accordance with the method set out in note 3.11. 21. TRADE RECEIVABLES AND OTHER ACCOUNTS RECEIVABLE 12/31/2008 12/31/2007 Trade receivables 208,805 201,656 Write-downs – 25,076 – 24,794 183,729 176,862 2,294 1,633 Trade receivables, net Advances and down payments Prepaid expenses 15,217 9,137 198,878 233,804 Other operating receivables 137,116 115,136 Allowance for uncollectibles – 7,198 – 4,822 Other debtors 346,308 354,887 TOTAL ACCOUNTS RECEIVABLE AND OTHER 530,037 531,749 State and local authority receivables Other receivables Receivables, net at beginning of year Write-downs Unused reversals Reversals RECEIVABLES, NET AT YEAR END 12/31/2008 12/31/2007 – 24,794 – 20,491 – 2,954 – 6,195 1 – 237 2,671 2,129 –25,076 –24,794 All accounts receivable are due within one year. 47 22. CASH AND CASH EQUIVALENTS 12/31/2008 12/31/2007 200,400 303,449 94,051 78,103 294,451 381,552 12/31/2008 12/31/2007 294,451 381,552 Marketable securities Cash TOTAL Total cash and cash equivalents presented in the cash flow statement, comprised the following: Cash and cash equivalents (balance sheet) Other cash – 13 679 Short-term bank loans – 88,872 – 47,432 Closing cash and cash equivalents (CFS) 205,566 334,799 23. RETAINED EARNINGS REINVESTMENT RESERVES Balance at January 1, 2007 – 203 ACTUARIAL GAINS AND LOSSES – 5,833 FAIR VALUE RESERVES –5 HEDGING RESERVES – 5,694 Profit appropriation OTHER RESERVES TOTAL RESERVES 1,272,102 1,260,367 49,399 49,399 Sale of fixed assets Currency translation adjustments 0 – 1,984 Change in actuarial gains and losses – 1,984 35,149 35,149 Change in fair value of derivatives and hedges 24,954 Other fair value changes – 69 – 69 Effect of change in method Other changes BALANCE AT DECEMBER 31, 2007 232 0 548 – 1,955 29,316 474 REINVESTMENT RESERVES Balance at January 1, 2008 – 1,955 ACTUARIAL GAINS AND LOSSES 29,316 FAIR VALUE RESERVES 474 0 0 – 441 339 19,260 1,321,060 1,368,155 HEDGING RESERVES OTHER RESERVES TOTAL RESERVES 19,260 1,321,060 1,368,155 112,144 112,144 Profit appropriation Currency translation adjustment – 5,117 Change in actuarial gains and losses – 5,117 – 23,860 – 24,068 Change in fair value of derivatives and hedges – 53,534 Other fair value changes – 205 – 22 – 7,072 5,456 247 Reserves for reinvestment and redeployment amounted to €225,078 thousand (note 3.15). 48 – 53,534 – 205 Other changes DECEMBER 31, 2008 24,954 – 34,274 – 1,086 – 1,108 1,432,118 1,396,476 Consolidated financial statements 2008 24. STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Equity at January 1, 2007 CAPITAL STOCK RESERVE ASSETS MADE AVAILABLE 283,367 250,701 CURRENCY ACTUARIAL TRANSLATION GAINS AND RESERVES LOSSES –203 –5,833 FAIR VALUE RESERVES HEDGING RESERVES OTHER RESERVES –5 –5,694 1,272,102 Net income appropriation NET INCOME 49,181 Net income for the period GROUP EQUITY 49,181 1,843,616 MINORITY INTERESTS TOTAL EQUITY 11,794 1,855,410 – 49,181 0 0 0 112,142 112,142 1,936 114,078 Changes in scope and increased minority interests in subsidiaries 0 4,324 4,324 Minority interests in subsidiaries’ dividends 0 – 727 – 727 – 1,752 – 100 – 1,852 Currency translation adjustments – 1,752 Actuarial gains and losses 35,149 Fair value adjustment 480 24,954 35,149 35,149 25,434 25,434 0 0 Changes in accounting method Other changes – 223 0 1,321,060 112,142 OTHER RESERVES NET INCOME – 223 – 1,724 – 1,947 EQUITY AT DECEMBER 31, 2007 Equity at January 1, 2008 283,367 250,701 CAPITAL STOCK RESERVE ASSETS MADE AVAILABLE 283,367 250,701 –1,955 29,316 CURRENCY ACTUARIAL TRANSLATION GAINS AND RESERVES LOSSES –1,955 29,316 475 FAIR VALUE RESERVES 475 19,260 HEDGING RESERVES 19,260 Net income appropriation 1,321,060 2,014,366 15,503 2,029,869 GROUP EQUITY MINORITY INTERESTS TOTAL EQUITY 15,503 2,029,869 112,143 2,014,366 112,143 – 112,143 0 0 0 141,347 141,347 1,681 143,028 Changes in scope and increased minority interests in subsidiaries 0 921 921 Minority interests in subsidiaries’ dividends 0 – 1,273 – 1,273 Net income for the period Currency translation adjustments – 5,117 Actuarial gains and losses 0 0 – 23,860 Fair value adjustment – 228 – 53,534 Changes in accounting method Other changes EQUITY AT DECEMBER 31, 2008 – 1,085 283,367 250,701 –7,072 5,456 247 –34,274 1,432,118 – 5,117 – 291 – 5,408 – 23,860 5 – 23,808 – 53,762 – 72 – 53,834 0 2 2 – 1,085 456 – 629 141,347 2,071,890 16,980 2,088 866 0 49 25. PROVISIONS FOR EMPLOYEE BENEFITS Provisions for employee benefits consist of retirement benefits and other long term benefits. Provisions for retirement benefits 12/31/2008 12/31/2007 210,074 201,988 Provisions for death indemnities for retirees 24,200 34,172 Provisions for death indemnities for employees in service 12,383 12,035 Provisions for early retirement benefits 17,584 11,577 Provisions for contribution to current and future retirees' corporate savings plan 37,283 33,467 Provisions for work-related accident and disability pensions 122,368 115,579 423,892 408,818 Provisions for phased retirement 15,124 22,628 Provisions for seniority bonuses 17,981 18,126 6,242 6,819 Provisions for unemployment 12,934 11,301 Provisions for work-related accident and disability pensions 15,624 15,043 Total post-retirement benefits Provisons for long-term sick leave Provision for transitional period pension scheme 3,590 3,610 71,495 77,527 495,387 486,345 Total long-term employee benefits TOTAL 25.1 Retirement benefits Defined benefit plans Retirement benefits comprise the following: • termination benefits; • death indemnities for retirees; • death indemnities for current employees; • early retirement benefits (CAA); • contribution to corporate savings plan for current and future retirees; • provisions for work-related accidents and disability pensions. INDEMNITY ALLOCATION WORK-RELATED ACCIDENT AND DISABILITY ALLOWANCE EARLY RETIREMENT SAVINGS SCHEME CONTRIBUTION TOTAL POST-EMPLOYMENT BENEFITS 12,613 42,406 133,981 15,004 34,265 447,287 1,007 795 – 8,286 496 1,721 5,072 Actuarial gains (losses) – 13,549 – 873 – 10,012 – 16,304 Benefits paid – 15,275 – 1,207 – 738 – 7,169 – – – 201,988 12,035 34,172 Obligation at January 1, 2007 Service cost Discount costs Past service costs Net liability recognized at December 31, 2007 Obligation net of plan assets Unrecognized past service costs OBLIGATION AT DECEMBER 31, 2007 50 RETIREMENT INDEMNITIES DEATH INDEMNITY (EMPLOYEES IN SERVICE) 209,018 13,508 15,310 1,267 16,842 4,894 528 – 35,316 – 8,321 – 2,593 – 35,303 – 115,579 11,577 33,467 408,818 0 – – – – – – 23,923 – – – – – 23,923 225,911 12,035 34,172 115,579 11,577 33,467 432,741 Consolidated financial statements 2008 Obligation at January 1, 2008 RETIREMENT INDEMNITIES DEATH INDEMNITY (EMPLOYEES IN SERVICE) INDEMNITY ALLOCATION WORK-RELATED ACCIDENT AND DISABILITY ALLOWANCE EARLY RETIREMENT SAVINGS SCHEME CONTRIBUTION TOTAL POST-EMPLOYMENT BENEFITS 11,577 33,467 408,818 201,988 12,035 34,172 115,579 Service cost 12,728 993 632 – Discount costs 10,845 621 1,718 5,437 1,966 20,587 1,719 – 653 – 2,164 8,226 10,969 5,640 23,737 – 18,605 – 613 – 431 – 6,873 – 4,962 – 3,790 – 35,274 1,399 – – 1,399 – 9,727 – 9,727 Actuarial gains (losses) Benefits paid Past service costses End of commitment NET LIABILITY RECOGNIZED AT DECEMBER 31, 2008 210,074 12,383 – – – – – – 22,524 – – – – – 22,524 232,598 12,383 24,200 122,368 17,584 37,283 446,416 – 23,914 – 609 – 410 – 7,345 – 3,516 – 4,000 – 39,794 EARLY RETIREMENT EARLY RETIREMENT TOTAL POST-EMPLOYMENT BENEFITS 5,640 23,737 Obligation net of plan assets Unrecognized past service costs Obligation at December 31, 2008 Payments to defined benefit plans in 2009 RETIREMENT INDEMNITIES Actuarial gains (losses Past actuarial gains and losses Hypothetical actuarial gains and losses 1,719 – 653 – 2,164 8,226 10,969 4,620 – 403 30 8,798 10,969 – 2,901 – 250 – 2,194 – 572 – 12/31/2007 Discount rate 5.25% 5.00% Inflation rate 2.00% 2.00% Salary increase rate 3.60% 3.60% TGH 05/TGF 05 TGH 05/TGF 05 55.6 years 55.6 years 0.00% 0.00% Turnover rate A decrease of 0.25 base points would have had an impact of €9,271 thousand on aggregate post-retirement obligations. Description of the various retirement benefits: Termination benefits Employees have the right to RATP retirement benefits, unless a more favourable scheme is in place. The amount of the benefit is based on the length of time the employee has been employed by the Company. RATP pays retirement benefits to all its employees that fulfil these conditions. They are calculated on the basis of a gross monthly fee and a coefficient to reflect the employee’s position in the hierarchy at the retirement date. The coefficient reflects the number of annuities vested at the retirement date and is set by current employment agreements. The annuities are determined based on length of service. Average length of service is seventeen years. WORK-RELATED ACCIDENT AND DISABILITY ALLOWANCE 17,584 INDEMNITY ALLOCATION 12/31/2008 Retirement age 122,368 DEATH INDEMNITY (EMPLOYEES IN SERVICE) The main actuarial assumptions are as follows: Mortality table 24,200 14,353 37,283 423,892 13,045 5,640 – 277 In 2007, RATP changed the methods used to calculate the indemnity for vested and future rights. The impact on the past service cost is spread over the remaining vesting period. It amounted to €22,524 thousand. Death indemnities for retirees RATP pays death indemnities to retirees who have vested rights in a seniority-based retirement or pension scheme. The amount of the indemnity is calculated at the time of death, at three times the monthly pension payment. The obligation is measured based on historical data. On February 8, 2008, the Board of Directors opted to change the arrangements for allocating death indemnities to its retirees. The Board limited the allocation to those who had vested pension rights prior to January 1, 2009. Consequently, the obligation has been reduced for future retirees as of January 1, 2009. The impact of cancelling the indemnities was €9,727 thousand, which was immediately recognized in income for the period. Death indemnities for current employees As for the State social security scheme, RATP’s social security system provides life insurance coverage. The purpose of life insurance is to guarantee the payment of a “death indemnity” when a person covered by the policy dies. The amount is equal to twelve months’ salary of the employee at the time of death. The purpose of the indemnity is to compensate the employee’s family for the loss of revenue from the employees’ professional income. 51 Early retirement Work related accident and disability allowance Early retirement is granted to employees who request it, depending on their age. RATP does not contribute to the State scheme for work-related accidents and disability, as it makes the associated indemnity payments itself. Corporate savings plan for current and future retirees The corporate savings plan is an optional collective savings scheme enabling employees to build a portfolio of investments, with contributions from the Company. RATP offers all its current employees who have worked for the Company for at least three months (unless they are working for the Company but are not on the company’s payroll) the opportunity to join the savings plan. Employees make voluntary payments, which are temporarily blocked and not taxed. The company’s retirees may also participate in the corporate savings plan after they retire. Employees who are victims of work-related accidents or illnesses, which result in permanent partial incapacity to work, may request the payment of capital or an annual allowance for the rest of their lives. The committee on work related accidents and illnesses decides whether the victim is eligible and determines the amount of the allowance. These benefits are paid by the pension fund. The allowances are paid until the death of the employee. 25.2 Aggregate number of employees Other long-term benefits comprise the following: • work related accident and illnesses; • long-service medals (seniority bonuses); • phased retirement; • unemployment benefits; • long-term sick benefits. SENIORITY BONUSES Obligation at January 1, 2008 Cost of services and discount costs 18,126 WORK-RELATED ACCIDENT AND DISABILITY ALLOWANCE 15,043 PHASED RETIREMENT 22,629 UNEMPLOYMENT BENEFITS LONG-TERM ILLNESS TRANSITIONAL MEASURES TOTAL LONG-TERM BENEFITS 11,301 6,819 3,610 77,528 2,169 643 1,362 8,079 – 12,253 – 1,786 – 2,132 – 8,261 – 7,023 – 20 – 19,222 – 528 2,068 – 605 NET LIABILITY RECOGNIZED AT DECEMBER 31, 2008 17,981 15,622 15,125 12,357 6,819 3,590 71,494 Value at December 31, 2008 17,981 15,622 15,125 12,357 6,819 3,590 71,494 Payments to defined benefit plans in 2009 – 1,303 – 2,272 – 6,494 – 7,000 – 600 – 1,000 – 18669 Benefits paid Actuarial gains and losses 935 The main actuarial assumptions are as follows: 12/31/2008 12/31/2007 Discount rate 5.25% 5.00 Inflation rate 2.00% 2.00 Salary increase rate Mortality table Retirement age 3.60% 3.60 TGH 05/TGF05 TGH 05/TGF05 55.6 years 55.6 years 0,00% 0,00 Turnover rate A decrease in the discount rate of 0.25 base points would have had an impact of €704 thousand on aggregate long-term obligations. Description of post-retirement benefits Work-related accident and disability pensions The allowances and indemnities for work-related accidents and illnesses paid to employees in post are accounted for as long-term benefits. The portion relating to retirees is accounted for under post-retirement benefits (see description of the allowances in paragraph 25.1). Seniority bonuses After a number of years’ service, employees receive seniority bonuses and additional holidays. 52 Consolidated financial statements 2008 Phased retirement Long-term sick-leave This system enables employees who so wish to opt for part time employment remunerated at 70% for those under 55 years of age and at 75% for employees aged 55 and upwards. Employees with long and costly illnesses are granted sick leave to enable them to follow the medical treatment required. Although their employment contract is suspended, part or all of their salary is paid, subject to certain conditions. Unemployment benefits As for the State unemployment benefit fund, RATP guarantees its employees whose employment contract has reached termination, a replacement revenue entitled “unemployment benefit” for the duration of which varies depending on the number of years of affiliation and the age of the employment. 26. OTHER PROVISIONS Non-current provisions 12/31/2007 ADDITION PROVISION USED 101,787 53,342 –10,314 Decommissioning costs(a) 65,205 Litigation(b) 16,598 10,468 UNUSED PROVISIONS 0 CHANGE IN RECLASSIFICATION SCOPE AND EXCHANGE RATE –10,422 134,393 – 408 – 10,823 53,974 48,786 – 2,431 – 153 62,800 – 5,442 – 1,231 – 10,580 – 6,785 Losses on long-term contracts Other expenses Other contingencies(c) Current provisions Decommissioning costs(a) (b) Litigation 0 9,516 9,998 – 6,244 55,869 26,934 –20,555 11,134 24,404 10,417 72,004 14,320 182 10,823 25,325 8,935 4,198 – 3,553 312 9,892 6,778 18 – 2,198 10,479 15,077 25,836 22,536 – 14,804 – 661 – 11,197 21,710 157,656 80,276 –30,868 –661 –5 206,397 –661 Losses on long-term contracts (current portion) Other expenses Other contingencies(c) TOTAL PROVISIONS 12/31/2008 0 (a) Provisions for decommissioning railway rolling stock are recorded with an offsetting entry under components of property, plant and equipment. They are amortized over the useful lives of the trains. (b) Provisions for litigation concern the provisions for disputes and legal proceedings of a commercial nature or those instigated by employees involving asbestos-related illnesses contracted at work (note 32.3). (c) Provisions for other contingencies comprise RATP’s obligation to insure accidents on its networks (basis: cases already declared). No provisions were recorded for the effect of discounting, as it was not material. 53 27. LOANS AND BORROWINGS 27.1 Breakdown of current and non-current loans and borrowings Bond issues Change in fair value of bonds 12/31/2008 12/31/2007 3,337,023 2,848,517 – 1,875 – 5,347 Île-de-France loans 232,873 235,451 Corporate savings plan loans 132,730 100,482 Borrowing from credit institutions 107,441 102,883 27,778 26,449 4,432 5,573 11,848 2,812 3,852,250 3,316,820 457,711 782,395 Loans relating to finance leases Deposits and guarantees received Other loans and borrowings Bank loans Non-current loans and borrowings Bond issues Île-de-France loans 19,544 18,404 139,936 130,318 Borrowing from credit institutions 6,617 8,578 Loans relating to finance leases 1,401 852 Corporate savings plan loans Deposits and guarantees received 146 149 330,836 401,218 Other loans and borrowings 70,259 59,648 Bank loans 88,872 47,432 Commercial paper Accrued interest 27 Short term loans and borrowings 1,115,349 1,448,994 TOTAL 4,967,599 4,765,814 27.2 Measurement of net debt The Group defines net debt as its aggregate loans and borrowings, less the accrued interest and the CA Lyon advance, and its cash, cash equivalents and marketable securities classified as non-current available-for-sale financial assets, and the fair value of currency hedges on bonds. As at December 31, 2008, Group net debt amounted to €4,464,216 thousand, which comprised the following: Loans and borrowings 12/31/2008 12/31/2007 4,967,599 4,765,814 Cash flow hedges – 62,143 18,821 Accrued interest – 70,848 – 58,597 CA Lyon advances and other – 69,148 – 71,747 – 4,578 – 5,722 – 294,451 – 381,552 4,432 4,252 Deposits and guarantees Change in hedged borrowings Cash and cash equivalents Subsidiaries’ cash Other reserves GROUP NET DEBT 54 – 6,647 – 16,765 4,464,216 4,254,504 Consolidated financial statements 2008 27.3 Maturities of loans and borrowings 2009 2010 2011 2012 2013 > 5 YEARS – 1,030,000 Bond issues (euros) – 457,347 – 450,000 – 500,000 – – 450,000 Interest on bond issues (euros) – 145,349 – 119,052 – 93,177 – 69,427 – 69,427 – 207,217 Cash flow cross currency swaps (euros) Interest on cross currency swaps (euros) Cash flows from derivatives (excluding cross currency swaps) Île-de-France loans Interest on loans Corporate savings plan loans Interest on loans – 849,417 – 33,478 – 35,991 – 35,991 – 35,991 – 35,991 – 131,145 14 1,095 1,017 962 968 6,773 – 19,543 – 20,455 – 20,786 – 18,983 – 18,271 – 187,607 – 6,721 – 6,216 – 5,688 – 5,149 – 4,714 – 30,691 – 139,936 – 28,871 – 32,218 – 30,241 – 27,750 – – 13,186 – 9,526 – 7,216 – 4,639 – 2,220 Bank loans 8,018 43,687 91,532 Loans relating to finance leases – 832 – 890 – 952 – 1,017 – 1,087 – 20,797 Interest on loans relating to finance leases – 882 – 606 – 644 – 680 – 675 – 6,655 146 4,431 –73,633 –609,167 –2,456,756 Deposits and guarantees received Commercial paper Post-calculated interest Other loans and borrowings Bank loans TOTAL LOANS AND BORROWINGS – 330,836 – – 1,504 – 71,540 – 660 – 88,872 – –1,310,012 –663,008 2009 Bond issues (Swiss francs) Interest on bond issues (Swiss francs) Interest on cross currency swap (Swiss francs) 2010 – 2,262 –649,799 2011 2012 2013 > 5 YEARS – – – – – – 1,360,000 – 36,669 – 39,481 – 39,481 – 39,481 – 39,481 – 143,087 36,675 39,491 39,491 39,491 39,491 143,117 Cash flow cross currency swap (Swiss francs) – – – – – 1,360,000 TOTAL PAYMENTS IN THOUSANDS OF SWISS FRANCS 6 10 10 10 10 30 The breakdown by main currency and type of interest rate is presented in note 30. 27.4 Fair value of financial liabilities measured at cost 12/31/2008 FAIR VALUE Bond issues 12/31/2007 COST FAIR VALUE 3,973,395 3,794,724 Île-de-France loans 262,973 Corporate savings plan loans Bank loans 3,630,912 252,417 238,366 253,855 169,345 272,666 227,686 230,800 121,703 114,058 111,461 111,461 29,179 29,179 27,301 27,301 4,578 4,578 5,722 5,722 330,836 330,836 401,218 401,218 Change in fair value of bonds Loans relating to finance leases Deposits and guarantees received Commercial paper Other loans and borrowings COST 3,020,401 – 1,875 – 5,347 3,634 11,289 3,863 3,863 Accrued interest 70,828 70,828 58,597 58,597 Bank loans 88,872 88,872 47,432 47,432 27 27 5,055,370 4,967,599 4,142,047 4,765,814 Accrued interest TOTAL LOANS AND BORROWINGS 55 Method used to determine the fair value of non-derivative financial liabilities: 28. TRADE AND OTHER PAYABLES 12/31/2008 12/31/2007 Trade payables 237,951 219,358 For the loans from the Île-de-France region and corporate savings plan, fair value corresponds to the value of future cash flows discounted at the market interest rate at year end. Payables on fixed assets 324,283 248,800 Accrued tax and social security payables 413,310 549,568 6,470 16,582 Interest rate used to determine fair value Deferred income The interest rates used to discount future cash flows are determined based on Euribor swap rates. Other payables For the bond issues, fair value corresponds to the market value of the bonds issued. AMORTIZED COST AT 12/31/2008 AMORTIZED COST AT 12/31/2007 0 788,715 – 788,715 RATP_2009 457,709 458,123 – 414 RATP_2010 448,721 448,070 651 RATP_2011 501,947 502,733 – 786 RATP_2013 445,371 444,529 842 RATP_2014 329,487 329,415 72 RATP_2035 50,000 50,000 0 11,401 RATP_2014 CHF 110,924 99,523 RATP_2015 CHF 154,510 138,617 RATP_2016 CHF 134,599 RATP_2017 CHF 201,889 15,893 134,599 181,173 20,716 RATP_2017 CHF B 101,188 101,188 RATP_2018 646,832 646,832 211,547 189,812 21,735 TOTAL 3,794,724 3,630,711 164,014 IDF LOAN AMORTIZED COST AT 12/31/2008 AMORTIZED COST AT 12/31/2007 TOTAL HOUSING LOANS TOTAL EMPLOYEE PROFIT SHARING TOTAL 56 37,730 111,653 103,096 1,144,730 1,175,133 CHANGE RATP_2008 RATP_2019 CHF TOTAL 51,063 All trade payables are due within one year. Change in amortized cost BOND ISSUE Other operating payables 252,417 AMORTIZED COST AT 12/31/2008 48,110 AMORTIZED COST AT 12/31/2008 272,666 253,858 AMORTIZED COST AT 12/31/2007 47,635 AMORTIZED COST AT 12/31/2007 101,785 CHANGE –1,441 CHANGE 475 CHANGE 170,881 29. FINANCIAL RISK MANAGEMENT Management of interest rate risk Derivative instrument transactions mainly concern hedges set up to manage the exposure to interest rate risk on debt or the investment portfolio. Interest rate risk on borrowings and investments is essentially managed by using swaps and options to modulate the fixed and floating rate portion of the liability based on changes in interest rates. The modulation is obtained by implementing or cancelling interest rate swaps and options. The “stop loss” and “take profit” trigger are managed by the finance department and additional limits are imposed on operations classified as trading. The volatility of gains and losses on mark-to-market interest derivatives is well managed. Foreign currency hedges RATP issues loans in foreign currencies. The resulting exposure to exchange rate risk is systematically hedged by using currency swaps. The Systra group sells services in USD and GBP and pays interest in euros. Systra’s revenue and operating margin are denominated and calculated in euros. The Systra group use global currency hedges to cover the exposure to unfavourable changes in the EUR/USD and EUR/GBP exchange rates, which could have a material impact on its operating margin. Exposure to risk of commodity price increases No hedges were set up for commodities in 2008. Consolidated financial statements 2008 Credit risk Credit risk is the risk of financial loss for the Group if a customer or counterparty to a financial instrument defaults on their contract commitments. The risk is limited as the Group’s main customers are local governmental authorities. Liquidity risk Liquidity risk is the risk the Group may have difficulty repaying its debt and nating obligations when they fall due. To the greatest extent possible, the Group ensures that it has sufficient available or accessible cash to cover its liabilities when they fall due, under normal or “tight” conditions, without incurring unacceptable losses. Interest payments on bonds amounted to €189 million in 2008: a 1% increase in interest rates on variable rate debt would increase interest expense by approximately €0.5 million, as a result of the fair value adjustment of –€3 million (mark-to-market) of derivatives (FVH and Trading) and the impact on equity of +€37 million due to the mark-to-market adjustment of cash flow hedge derivatives. Effect on hedge effectiveness Forward-looking tests are used to simulate hedge effectiveness in the event of major changes in interest rates (stress scenarios). Hedges are only effective if, in all the scenarios tested, the hedge remains within the limits of 80% –125%. In the event of a change of +/–1% in interest rates, all the hedges remain effective. 29.1 Sensitivity Effect on interest Borrowings (bonds, corporate savings plan, Île-de-France) are now at 82% fixed rate, which means they have very little exposure to changes in interest rates, as shown in the following tables: TOTAL UNHEDGED DEBT Debt in millions foreign currencies Variable rate 12/31/2008 12/31/2007 CHF 1360 CHF 1010 0% 0% Fixed rate 100% 100% Debt in millions of euros 3,570 3,568 Variable rate 16% 15% Fixed rate 84% 85% 4,419 4,198 Fixed rate 13% 13% Variable rate 87% 87% TOTAL IN MILLIONS OF EUROS TOTAL HEDGED DEBT Total nominal value of debt Fixed rate bonds 12/31/2008 12/31/2007 4,419 4,198 3,606 3,355 Variable rate loan 813 843 Fixed for floating swaps 248 296 of which capped variable rate 198 246 82% 80% % FIXED RATE DEBT 57 30. DERIVATIVE FINANCIAL INSTRUMENTS 30.1 Maturity of derivative instruments (maturity, notional amount, currency) As at December 31, 2007 CLASSIFICATION CFH FVH MATURITY OF NOTIONAL AMOUNT TRADING < 1 YEAR 1 TO 5 YEARS TOTAL > 5 YEARS Foreign currency hedges Cross currency swap 629,365 629,365 TOTAL CURRENCY TRANSLATION RISK 629,365 629,365 Interest rate risk Fixed for floating swaps 50,000 98,000 50,000 98,000 148,000 98,000 98,000 Fixed for floating swaps Other swaps Fixed Pre-hedge 98,000 650,000 650,000 TOTAL SWAPS 650,000 896,000 Caps 148,000 98,000 148,000 Floor 98,000 50,000 98,000 98,000 Swaptions 50,000 50,000 50,000 Other shares 0 TOTAL SHARES TOTAL INTEREST RATE RISK 296,000 1,192,000 Commodity hedges Swaps Vanilla 0T 0T 0T TOTAL COMMODITY RISK 0T Short-term debt Interest rate risk Floating swaps Eonia rate 0 0 0 0 Other commitments Interest rate risk Floating swaps Lease Floating swaps Lease contract 22,471 22,471 26,354 22,471 26,354 26,354 48,825 As at December 31, 2008 TOTAL CLASSIFICATION CFH FVH MATURITY OF NOTIONAL AMOUNT TRADING < 1 YEAR 1 TO 5 YEARS > 5 YEARS Foreign currency hedges Cross currency swap 849,417 849,417 849,417 Interest rate risk hedges Short-term fixed for floating swaps Long-term fixed for floating swaps 139,338 50,000 Long-term fixed for capped floating swaps 198,000 Floating for fixed swaps 575,577 139,338 139,338 198,000 50,000 148,000 100,000 100,000 475,577 50,000 475,577 50,000 Commodity hedges Swaps Calls Puts Note: foreign exchange risk on debt issued in foreign currencies is systematically hedged with cross currency swaps. Instruments that do not qualify for hedge accounting under IAS 39 (trading instruments) are nevertheless economic hedges. 58 Consolidated financial statements 2008 30.2 Fair value of derivatives 12/31/2007 NON-CURRENT ASSETS CURRENT ASSETS TOTAL ASSETS NON-CURRENT LIABILITIES CURRENT LIABILITIES TOTAL LIABILITIES Cash flow hedge 11,436 3,795 15,231 21,358 5,702 27,060 Fair value hedge 0 1,204 1,204 6,104 172 6,276 3,381 3,381 5,658 5,658 11,436 8,380 19,816 27,462 11,532 38,994 CURRENT LIABILITIES Unhedged items TOTAL 12/31/2008 NON-CURRENT ASSETS CURRENT ASSETS TOTAL ASSETS NON-CURRENT LIABILITIES Cash flow hedge 62,144 6,362 68,506 34,063 8,553 42,616 Fair value hedge 0 1,204 1,204 1,831 118 1,949 Unhedged items 0 2,449 2,449 0 6,777 6,777 62,144 10,015 72,159 35,894 15,448 51,342 TOTAL TOTAL LIABILITIES The fair value of derivative financial instruments is based on quotes by banking counterparties. The Group ensures that these quotes are reasonable by discounting estimated future cash flows, taking into account the terms and maturity of each instrument and using the market interest rates that would apply to similar instruments at the valuation date. 30.3 Effect on balance sheet of fair value recognition of derivative instruments Details on cash flow hedging instruments: EXPECTED MATURITIES OF HEDGED ITEMS Pre-hedging EFFECT ON 2008 EARNINGS Issue planned for 2009 Expected maturity: 2019 Recognized in earnings as coupons are paid Issues prior to 2009 Expected maturity: 2018 €687 thousand Leasehold swaps I1 and I3 Leases for 2002-2027 and 2003-2028 Payment expected first day of each quarter Leasehold swaps I2 Lease for 2002-2016 Payment expected at end of each quarter –€304 thousand 31. GUARANTEES 31.1 Commitments given 12/31/2008 Guarantees 12/31/2007 RATP OTHER RESERVES GROUP TOTAL RATP EPIC OTHER RESERVES GROUP TOTAL 1,851,052 29,843 1,880,895 2,181,864 28,302 2,210,166 2,022 17,476 327,897 1,093 28,302 2,210,166 of which – guarantees to not-for-profit entities and others – employee benefits – leasehold transactions TOTAL 2,122 340,300 1,521,133 3,702,104 1,839,442 48,412 1,880,895 4,363,728 59 31.2 Commitments received 12/31/2008 Guarantees Leasehold transactions TOTAL 12/31/2007 RATP OTHER GROUP TOTAL 139,159 3,632 142,791 185,671 3,632 142 791 185 671 139,159 139,159 32. OFF-BALANCE SHEET COMMITMENTS 32.1 Capital expenditures Capital expenditures contracted at year end but not recorded in the financial statements amounted to €2,855 million as at December 31, 2008 compared with €2,811 million as at December 31, 2007. RATP OTHER GROUP TOTAL 3,025 188,696 3,025 188,696 185,671 All risks arising from cases already declared or which have been brought to court have been provisioned. Although it is not possible to predict the financial impact of future litigation, RATP believes that the provision of €2,500 thousand recorded in the balance sheet as at December 31, 2008, is adequate and reflects the best estimate of the financial risk borne by the Company (note 26). 32.2 Employee benefits 33. INFORMATION ON RELATED PARTIES The past service cost relating to the change in actuarial calculations relating to the retirement scheme amounted to €22,524 at December 31, 2008 and will be amortized from 2008. 33.1 Transactions with related parties 32.3 Contingent assets and liabilities Asbestos An internal study has been performed to investigate asbestos-related illnesses among employees and assess the financial impact of the Company. 60 As a state-owned industrial and commercial entity, RATP is fully owned by the French state. Consequently, RATP is a related party in the meaning of IAS 24 with all the companies controlled by the French state. However, given that the objective of IAS 24 is to alert on the terms and conditions of non-current transactions entered into between the Group and related parties, the Group has excluded from the scope of related parties, all ordinary transactions entered into under market conditions. Consolidated financial statements 2008 Transactions with the State and public authorities STIF contract resources (tariff compensation, quality of service rewards/penalties, etc.) 12/31/2008 12/31/2007 1,829,751 1,558,223 – 236,447 STIF standard contribution Local council contribution to loss-making services 16,969 14,518 Investment grants called (State, STIF, RIF, other) 196,732 169,158 Île-de-France region loans contracted 16,061 11,235 Île-de-France region loans repaid 18,404 17,225 Government and local authority receivables 187,170 119,300 STIF receivables 99,100 176,237 Government and local authority borrowings 42,830 41,488 STIF borrowings 10,600 169,578 287,646 287,988 RIF loans and borrowings Transactions with subsidiaries: Transactions with fully consolidated companies are eliminated upon consolidation. Transactions with proportionately consolidated companies (uneliminated portion) or equity accounted companies are not material and are ordinary practices for commercial or financial purposes within a group. They are performed on an arm’s length basis under normal market conditions. Other transactions with public sector companies: This refers to ordinary transactions undertaken in normal market conditions. 33.2 Compensation of senior executives The senior executives of RATP group are members of the Executive Board. Short-term benefits excluding employer contributions (1) 12/31/2008 12/31/2007 1,276 1,223 (1) Including gross salaries, bonuses, profit sharing and benefits in kind. 61 34. GROUP COMPANIES REGISTERED OFFICE ADDRESS REFERENCE No. % % METHOD OF CONTROL OF INTEREST % OF INTEREST CHANGE TRANSPORT DIVISION RATP Développement Orlyval Service (OVS) SQY BUS Société des Lignes Touristiques (SLT) Société d’Exploitation des Lignes Touristiques (SELT) Société des Transports du Bassin Chellois (STBC) Autolinee Toscane Bombela Operating Company Cars Giraux Cité Bleue CTVMI TP2A Equival SAS Mobicité FlexCité FlexCité 77 FlexCité 91 FlexCité 93 FlexCité 94 Eurailco GmbH Trans Regio EM Services Jacquemard et Cie SCI Pimian Giraux Eure-et-Loir Giraux Giraux Val-d’Oise Tram di Firenze Gest Spa Société Financière Groupe Perrier Cars Perrier SCI Perrier 54, quai de la Rapée, LAC A 318, 75599 Paris Cedex 12 Établissement de Wissous, chemin de Fresnes, 91320 Wissous ZI Les Bruyères, 9, avenue Jean-Pierre-Timbaud, 78192 Trappes Cedex 389 795 006 380 041 962 100.00 100.00 95.41 94.46 FC FC 387 950 322 100.00 85.54 FC 13, rue Auber, 75009 Paris 418 517 215 51.00 48.66 PC % of interest 147-149, rue Saint-Honoré, 75001 Paris 418 176 053 25.00 23.84 NA % of interest 9, place du Grand-Jardin, 77500 Chelles Florence 22 Milkyway Limbro Business Park 2090 P.O Box 1115 Kelvin 2054 Afrique du Sud 48, boulevard du Maréchal-Juin, 78200 Mantes-la-Jolie 21, parc d’activités Francis-Combe, 95600 Cergy 2, impasse Sainte-Claire-Deville, 78200 Mantes-la-Jolie 6, rue des Biches, 74100 Ville-la-Grand 54, quai de la Rapée, 75599, Paris Cedex 12 54, quai de la Rapée, 75599, Paris Cedex 12 54, quai de la Rapée, LAC A 318, 75599 Paris Cedex 12 27, rue Ampère, 77400 Lagny-Sur-Marne 1, rue de Terre-Neuve, Bat H, 91967 Courtabœuf Cedex 8, allée Sainte-Anne, 93600 Aulnay-sous-Bois Allée Jean-Baptiste-Preux, 94140 Alforville Maybachstrasse- 6, 70469 Stuttgart Markstrasse 19, Kaiserslautern 54, quai de la Rapée, 75599 Paris Cedex 12 32, rue Gay-Lussac, 27000 Evreux 4, allée des Vignes, 27000 Evreux 48, boulevard du Maréchal-Juin, 78200 Mantes-la-Jolie 48, boulevard du Maréchal-Juin, Transports Services 78200 Mantes-la-Jolie 35, rue des Fossettes, 95650 Génicourt Florence Florence ZI Les Bruyères, 9, avenue Jean-Pierre-Timbaud, 78192 Trappes Cedex ZI Les Bruyères, 9, avenue Jean-Pierre-Timbaud, 78192 Trappes Cedex ZI Les Bruyères, 9, avenue Jean-Pierre-Timbaud, 78192 Trappes Cedex 415 290 832 15.00 100.00 14.31 95.41 NA FC 51.00 100.00 100.00 100.00 100.00 50.00 100.00 100.00 100.00 100.00 100.00 100.00 50.00 50.00 100.00 100.00 100.00 100.00 48.66 95.41 50.00 95.41 48.66 47.71 95.41 48.66 48.66 48.66 48.66 48.66 47.71 35.83 85.87 95.41 95.41 95.41 FC FC PC FC FC PC FC FC FC FC FC FC PC PC FC FC FC FC B 410 219 034 B 438 352 007 100.00 100.00 24.90 100.00 95.41 95.41 23.76 48.66 FC FC NA FC 350 302 147 100.00 95.41 FC 589 725 266 100.00 95.41 FC 429 490 550 100.00 95.41 FC 442 222 048 431 920 750 332 921 170 434 961 850 100.00 100.00 55.00 50.00 95.41 95.41 52.48 47.71 FC FC FC FC B 432 243 921 B 400 644 373 B 301 571 147 442 610 788 542 104 377 419 997 044 05266640480 00092220516 50.03 100.00 50.00 49.88 25.59 100.00 37.00 12.00 12.00 12.00 12.00 47.73 95.41 47.71 49.88 25.59 100.00 37.00 12.00 12.00 12.00 12.00 FC FC PC NA NA FC NA NA NA NA NA 384 061 958 387 949 530 50.00 50.00 50.00 35.87 PC PC 489 087 593 100.00 100.00 FC SCI 132 Av. du Général Leclerc SCI Parc de la Sainte-Claire SCI La Procession SCI Sofitim Timbus 48, boulevard du Maréchal-Juin, 78200 Mantes-la-Jolie 48, boulevard du Maréchal-Juin, 78200 Mantes-la-Jolie 33, rue des Fossettes, 95650 Génicourt 48, boulevard du Maréchal-Juin, 78200 Mantes-la-Jolie ZA de la Demi-Lune, 7, rue des Frères-Montgolfier, 95420 Magny-en-Vexin TVM 48, boulevard du Maréchal-Juin, 78200 Mantes-la-Jolie STIVO 33, rue des Fossettes, 95650 Génicourt Financière Transdev L’Atrium, 6, place Abel-Gance, 92100 Boulogne-Billancourt Groupe Transdev L’Atrium, 6, place Abel-Gance, 92100 Boulogne-Billancourt RATP International 54, quai de la Rapée LAC A 19, 75599 Paris Cedex 12 Alexa Viale dei Mille 115, Florence La Ferroviaria Italiana (LFI) Via Guido Monaco 37, 52100 Arezzo LFI Services Italie TFT SPA Italie RFT SPA Italie B 599 801 388 B 481 933 687 B 438 472 185 444 714 380 453 974 354 442 325 460 450 710 207 505 352 195 507 609 956 499 590 933 480 200 393 HRB 24,127 HRB 5225 453 815 961 775 573 934 349 305 409 B 440 204 873 ENGINEERING DIVISION Financière Systra Groupe Systra Xelis 62 5, avenue du Coq, 75009 Paris 5, avenue du Coq, 75009 Paris Bâtiment Hautacam - 12, avenue du Val-de-Fontenay, 94120 Fontenay-sous-Bois % of interest % of interest Newly-consolidated Newly-consolidated Newly-consolidated Newly-consolidated % of interest Consolidated financial statements 2008 REGISTERED OFFICE ADDRESS REFERENCE No. % % METHOD OF CONTROL OF INTEREST % OF INTEREST CHANGE ADVERTISING AND REAL ESTATE DIVISION Commerce Promo Métro 35, boulevard de Sébastopol, 75001 Paris 100.00 100.00 FC Telécom Telcité 1, avenue Montaigne, 93167 Noisy-le-Grand Cedex 411 759 962 100.00 100.00 FC Naxos 1, avenue Montaigne, 93167 Noisy-le-Grand Cedex 420 511 990 100.00 100.00 FC Real estate SEDP 54, quai de la Rapée, 75599 Paris Cedex 12 380 038 687 100.00 100.00 FC SADM 54, quai de la Rapée, 75599 Paris Cedex 12 380 962 902 100.00 100.00 FC Société des Transports du Val-d’Oise (TVO) 1, chemin du Clos-Saint-Paul, 95210 Saint-Gratien 314 388 950 35.00 33.39 NA Deconsolidated M’Dina Bus 10, avenue du 2-Mars, Casablanca, Maroc 133 511 20.00 19.08 NA Deconsolidated Deconsolidation 35. STATUTORY AUDIT FEES Pursuant to AMF Instruction 206-10 of December 19, 2006 and the requirements instituted by article L. 820-3 of the French Financial Security act (LSF), the fees charged for the audit of the consolidated and individual financial statements of the Group were as follows: STATUTORY AUDIT FEES (IN THOUSANDS OF EUROS) 2008 2007 PricewaterhouseCoopers 313 288 KPMG 320 276 214 181 97 96 2008 2007 RATP Fully-consolidated subsidiaries PricewaterhouseCoopers KPMG DIRECTLY-RELATED WORK/SERVICES (IN THOUSANDS OF EUROS) RATP PricewaterhouseCoopers KPMG 127 100 141 Fully-consolidated subsidiaries PricewaterhouseCoopers 163 KPMG 36. POST-BALANCE SHEET EVENTS None. 63 Individual financial statements Statutory auditor’s report on the financial statements page 66 / Income statement page 68 / Balance sheet page Notes to the individual financial statements page 64 70 / 65 / Individual financial statements 2008 Statutory auditors’ report on the financial statements Year ended December 31, 2008 To the Shareholders, Employee Benefits In compliance with the assignment entrusted to us by the Minister for the Economy, Finance and the Budget, we hereby report to you, for the year ended December 31, 2008, on: Note 3.13 to the financial statements describes the long-term employee benefits provisioned in the balance sheet and the method used to measure those obligations. • the audit of the accompanying financial statements of RATP, hereinafter referred to as “the Company”; We examined the way in which the long-term employee benefits had been identified, measured and accounted for. We reviewed the assumptions and calculations made in order to validate the provisions reported under liabilities on the balance sheet at the beginning of the year and at year-end. • the justification of our assessments; • the specific verifications and information required by law. The Board of Directors is responsible for the preparation of these financial statements. Our role is to express an opinion on the financial statements, based on our audit. 1. Opinion on the financial statements We conducted our audit in accordance with the auditing standards generally accepted in France. Those standards require that we plan and perform our work to obtain reasonable assurance that the financial statements are free from material misstatement. An audit involves examining, on a test basis, evidence supporting the amounts and disclosures in the annual financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit has provided us with sufficient relevant information on which to base our opinion. In our opinion the financial statements give a fair and true view of the Company’s financial position and assets and liabilities as at December 31, 2008, and of the results of its operations for the year then ended, in accordance with the accounting principles generally accepted in France. Property, plant and equipment Note 2.1.2 describes the accounting treatment for property, plant and equipment which are fully owned or made available for use by the Company by the State or STIF. In accordance with our assessment of the accounting policies implemented by your Company, we examined the methods used to capitalize property, plant and equipment and we ensured that the information provided in note 2.1.2 was appropriate. Our assessments were an integral part of our audit of the financial statements as a whole, and therefore contributed to the formation of the opinion expressed in the first part of this report. 3. Specific verifications and information We have also carried out the specific verifications required by law. We have no matters to report regarding the fair presentation and conformity with the financial statements of the information given in the management report of the Board of Directors and in the documents relating to the financial position and the financial statements. 2. Basis of our assessments Pursuant to the provisions of article L. 823-9 of the French Commercial Code relating to the justification of our assessments, we draw your attention to the following matters: Paris-La Défense and Neuilly-sur-Seine, March 16, 2009 The Statutory Auditors Salustro Reydel Member of KPMG International PricewaterhouseCoopers Audit Philippe Arnaud Paul Onillon 65 Balance sheet At December 31, 2008 (in thousands of euros) 12/31/2008 ACCUM. DEPRECIATION, AMORTIZATION AND PROVISIONS 12/31/2007 ASSETS GROSS INTANGIBLE ASSETS 465,346 230,692 234,654 197,745 96,554 6,298 90,256 91,292 2,626 989 1,637 1,714 366,166 223,406 142,760 104,738 19,113,629 9,223,723 9,889,905 9,544,190 390,710 6,159 384,551 384,402 – Buildings 8,215,821 3,305,246 4,910,575 4,721,241 – Technical plant, equipment and industrial tooling 4,278,671 2,814,473 1,464,198 1,441,739 – Transport equipment 4,547,972 2,945,374 1,602,598 1,622,547 – Research and development costs – Lease rights – Other PROPERTY, PLANT AND EQUIPMENT – Land – Other NET NET 214,666 152,471 62,195 65,237 1,465,789 – 1,465,789 1,309,024 FINANCIAL ASSETS 474,003 20,249 453,754 462,051 – Investments and affiliates 259,345 4,165 255,180 254,802 2,420 – 2,420 6,638 – WIP, advances and down payments – Receivables from other investments and affiliates – Other portfolio investments – Loans – Other – – – – 93,558 261 93,297 95,723 118,680 15,823 102,857 104,888 NON-CURRENT ASSETS (I) 20,052,978 9,474,665 10,578,313 10,203,986 Inventories and work in progress 172,862 30,213 142,649 130,220 1,070 – 1,070 456 4,950,204 17,884 4,932,320 4,982,833 – Trade receivables and related accounts 124,940 11,019 113,921 114,831 – State and local authority receivables 264,263 – 264,263 282,443 Advances and prepayments to suppliers ACCOUNTS RECEIVABLE – Other 54,765 6,865 47,900 47,531 4,506,236 – 4,506,236 4,538,027 FINANCIAL ASSETS 209,934 – 209,934 309,447 Marketable securities 184,565 – 184,565 281,781 – Receivables from leases Cash and cash equivalents 25,369 – 25,369 27,666 Prepaid expenses 54,933 – 54,933 62,463 5,389,003 48,097 5,340,906 5,485,419 10,022 – 10,022 9,244 8,896 – 8,896 6,917 533 – 533 1,171 25,461,432 9,522,761 15,938,670 15,706,737 CURRENT ASSETS (II) Bond issuance costs (III) Bond redemption premiums (IV) Unrealized foreign exchange losses (V) TOTAL ASSETS (I + II + III + IV + V) 66 Individual financial statements 2008 (in thousands of euros) EQUITY AND LIABILITIES 12/31/2008 12/31/2007 Reserve for assets made available to RATP 250,701 250,701 Revaluation surplus 231,140 231,140 Capital endowment 283,367 283,367 RESERVES 285,371 285,371 – Reserve from disposal of assets made available by the STIF and no longer used (redeployment) 184,419 184,419 – Reserve from disposal of assets made available by the State and no longer used 136 135 – Reserve from disposal of assets constructed by RATP and no longer used (reinvestment) 42,890 42,890 – General reserve 57,926 57,926 Retained earnings 946,209 862,544 Net income 124,995 83,665 2,527,300 2,433,137 441,016 451,423 5,090,101 4,881,350 Investment grants Tax-related provisions EQUITY (I) Provisions for contingencies 116,541 58,073 Provisions for commitments 156,655 163,519 PROVISIONS FOR CONTINGENT LIABILITIES (II) 273,196 221,592 LOANS AND BORROWINGS 4,850,915 4,747,389 – Loan from Île-de-France region 285,646 287,988 3,995,784 3,872,689 – Borrowings from and liabilities to financial institutions (credit balance bank accounts) 152,032 112,714 – Other borrowings and loans 346,625 415,421 70,828 58,578 1,036 22,653 Trade payables and related accounts 205,094 191,784 Taxes and social security contributions 417,129 550,773 Payables to suppliers of assets and related accounts 315,752 240,310 Other liabilities 99,045 107,594 Lease payables 4,575,867 4,618,627 – Bonds – Accrued interest Advances on orders in process Prepaid income LIABILITIES (III) Unrealized foreign exchange gains (IV) TOTAL EQUITY AND LIABILITIES (I + II + III + IV) Net deb (RATP indicator. Note 13c) 109,761 123,253 10,574,599 10,602,384 774 1,412 15,938,670 15,706,737 4,484,590 4,293,669 67 Income statement At December 31, 2008 (in thousands of euros) 12/31/2008 12/31/2007 OPERATING INCOME 4,422,624 4,211,858 5,0% Revenue from transport services (1) 3,815,773 3,404,927 12,1% Standard contribution % OF CHANGE 236,447 – 100,0% Other operating income (1) 118,203 114,244 3,5% Other income 379,157 346,139 9,5% – Non-transport revenue (1) 133,604 133,012 0,4% 6,968 6,638 5,0% – Decrease in stock of manufactured goods – 1,069 1,065 NS – Capitalized production 82,277 76,275 7,9% – Provision reversals and costs transferred 89,650 88,822 0,9% 27 – 100,0% – Sales of by-products (1) – Operating subsidies – Other 67,728 40,300 68,1% 109,491 110,101 – 0,6% – Reversal of revaluation provisions 10,290 10,203 0,9% – Portion of investment grants transferred to income 99,201 99,899 – 0,7% Income used to offset depreciation expenses OPERATING EXPENSES 4,063,502 3,912,855 3,9% Cost of purchased goods and services 819,268 757,544 8,1% Energy 189,967 160,512 18,4% – Electricity 85,389 76,038 12,3% – Fuel 91,670 73,158 25,3% – Heating 12,908 11,316 14,1% Cost of leased tracks 24,202 21,631 11,9% – 13,0% User rights payable to SNCF 19,992 22,987 Equipment, supplies and other external services 585,106 552,414 5,9% – Equipment and supplies 177,101 160,525 10,3% – Other external services 408,006 391,889 4,1% Tax, duties and other payables 217,760 215,251 1,2% Payroll costs 2,274,069 2,202,202 3,3% – Wages and salaries 1,601,829 1,533,699 4,4% 659,871 647,981 1,8% 12,369 20,522 – 39,7% Depreciation, amortization and provisions 719,489 693,259 3,8% – Asset depreciation and amortization 613,546 607,085 1,1% 655 656 – 0,1% – Payroll-related costs – RATP employee benefit plan cost, net – Asset provisions – Current assets – provisions 7,501 5,961 25,8% – Provisions for contingent liabilities 97,788 79,557 22,9% Other expenses 32,915 44,600 – 26,2% 359,122 299,002 20,1% OPERATING INCOME (I) 68 Individual financial statements 2008 (in thousands of euros) FINANCIAL INCOME – From investments in subsidies and affiliated companies – Other long-term investments and asset receivables – Accrued interest and related income – Provision reversals and operating expenses transferred – Foreign currency translation gains – Proceeds from disposal of marketable securities 12/31/2008 12/31/2007 % OF CHANGE 98,029 78,057 7,180 6,261 25,6% 14,7% 470 386 21,7% 82,154 63 509 29,4% 478 108 NS 2 566 – 99,7% 7,746 7,227 7,2% – – 10,3% – Financial income (Athens) FINANCIAL EXPENSES 304,224 275,782 – Accrued interest and related expenses 298,002 269,292 10,7% 5,806 6,104 – 4,9% – Amortization and provisions – Foreign currency translation losses 5 277 – 98,1% 410 110 NS –206,195 –197,725 4,3% 152,927 101,278 51,0% NON-RECURRING INCOME 14,995 26,146 – 42,6% – From operating transactions 1,337 4,111 – 67,5% 333 440 – 24,2% 10,461 16,305 – 35,8% 136 639 – 78,7% – Provision reversals and operating expenses transferred 2,728 4,652 – 41,4% NON-RECURRING EXPENSES 9,538 11,739 – 18,8% – From operating transactions 2,376 3,975 – 40,2% – Other 6,351 7,708 – 17,6% – Losses on disposal of marketable securities FINANCIAL EXPENSE (II) ORDINARY INCOME (I + II) – From capital transactions – From leases – Other – Amortization and provisions 810 57 NS NON-RECURRING ITEMS 5,457 14,407 –62,1% Employee Profit Sharing 33,389 32,019 4,3% Income Tax – TOTAL INCOME 4,535,647 4,316,061 TOTAL EXPENSES 4,410,652 4,232,396 124,995 83,665 49,4% 4,074,547 21,411 3,658,820 42,625 11,4% – 50,7% NET INCOME (1) Revenue (2) Including management premium 69 NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS At and for the year ended December 31, 2008. The individual financial statements are presented in thousands of euros. 1. SIGNIFICANT EVENTS OF THE PERIOD Leasehold agreements New agreement with the Île-de-France regional public transport authority (STIF) In 2008, three leasehold agreements were terminated prior to their expiry date. The transaction generated a gain of €1.2 million corresponding to the net present value of the outstanding lease payments. On February 21, 2008, RATP and STIF entered into a new agreement, setting forth the conditions governing the provision by RATP of public passenger transport services in the Île-de-France region for the period from 2008 to 2011. It is the third agreement entered into since the relations between STIF and RATP were first set out contractually in 2000. The agreement changed the previous arrangements relating to RATP funding. RATP now receives funding in the form of: • individual payments from STIF by type of expense, which are either operational and related to public service obligations, or investment and infrastructure expenses; • amounts to cover expenses, which are clearly separate from those relating to profit-sharing. The profit-sharing system, which divides risks and gains between RATP and STIF, is based on direct revenues generated, benchmarked against contractual performance targets. The system also includes quality of service indicators, with rewards and penalties earned or incurred based on quality of service performance. European regulation on public transport service obligations The European regulation on public passenger transport services by rail and by road was adopted on October 23, 2007 and will enter into force on December 31, 2009, with a transitional period. The purpose of the regulation is to define how competent authorities may act in the field of public passenger transport, by laying down the conditions governing the contracting of public services to operators and the granting of compensation to public service operators for the costs incurred. The regulation limits the duration of public service contracts to ten years for coach and bus services and fifteen years for passenger transport services by rail or other track-based modes (extended by up to 50% if the public service operator makes exceptional investments). However, the regulation also includes specific provisions for contracts entered into before the regulation’s effective date. Due to the specific regulatory framework governing transport provision in the Île-de-France region, a regulatory text will be required to implement these provisions. Tax inspection A tax inspection is currently under way for the period from 2004 to 2006. RATP recognized a provision in its 2008 financial statements for tax, estimated on the basis of correspondence with the tax authorities to date. New bond issues RATP issued bonds worth €870m during 2008: • €550 million in May (maturing in 2018) with a 4.5% coupon; • CHF200 million in July (maturing in 2016) with a 3.375% coupon; • CHF150 million in October (maturing in 2017) with a 3.25% coupon; • €100 million in November (increase in the 2018 bond issue with a 4.5% coupon). 70 2. SIGNIFICANT ACCOUNTING POLICIES RATP applies a purpose-made Chart of Accounts that was approved by the interministerial order of March 21, 1985, and approved by the French National Accounting Board (Conseil national de la comptabilité). The Chart was prepared in accordance with the rules, principles and framework governing the French national Chart of Accounts. It includes additional line items reflecting RATP’s reporting and disclosure requirements and specific characteristics in terms of legal form and financing. 2.1 Balance sheet A detailed breakdown of non-current assets and the associated depreciation and amortization schedules are provided in tables 5.1 and 5.2. 2.1.1 Intangible assets • The research and development costs associated with assets that are clearly separable, technically feasible and likely to generate future economic benefits are capitalized if they meet the criteria set forth in the generally accepted accounting principles. They are amortized based on the useful life of the assets to which they relate. All other research and development costs are expensed. • Information systems acquired or developed by the company are capitalized. They comprise the following components: • development and configuration costs, which are amortized over five to ten years, on the basis of the useful life of the system; • software and equipment acquired to place the system in service, which are amortized over a three-year period. 2.1.2 Property, plant and equipment The Group’s property, plant and equipment comprises the assets made available for use by RATP that are owned by the public authorities, notably the Île-de-France public transport authority (STIF), the Group’s fully-owned assets and assets held under finance leases. The breakdown of real estate assets based on ownership is as follows: • State: primarily the lines incorporated in the RER network; • STIF: primarily Paris metro lines built before 1968, as well as a number of buildings used by RATP for its business; • RATP: all the other assets. Individual financial statements 2008 Ownership arrangements concerning the assets made available to RATP by the State and STIF RATP was formed by the act of March 21, 1948, which transferred the rights of use of the assets and property conceded by the City of Paris or Seine Department to the Paris Metropolitan Railway Company and to the Paris Regional Public Transport Company to RATP upon its formation. The decree of June 4, 1975 provided for the real property allocated to RATP operations to include the assets owned by the State, comprising the public railway track required for the regional transport network, assets owned by STIF (metro lines built before 1968) and the assets acquired or built by RATP itself. In accordance with its operating terms and conditions, RATP is responsible for maintaining and replacing the property it uses. The assets made available by the French State and STIF, without transfer of ownership, are presented in RATP’S balance sheet under the appropriate fixed asset accounts in order to provide a true economic view of the assets under the Group’s management. However, RATP does not have full rights to the assets as they are part of the public transport domain. The French Decentralization Act of August 2004 did not amend any of the aspects regarding the ownership of these assets. An evaluation is currently being performed in order to list the assets based on their ownership. The European Regulation of October 23, 2007 on public passenger transport services imposes a limit on the duration of rights granted to operators, although no precise expiry dates have yet been set (note 1: Significant events and transactions). As of December 3, 2009, the expiry dates of rights grants will be known and will be used in the preparation of the financial statements of both RATP and RATP group. Upon the award of public service contracts, the competent transport authorities shall set out new provisions concerning contract duration, financing arrangements, and disposal of assets upon contract expiry. Depreciation and impairment of fixed assets is calculated and recognized in the financial statements on the basis of the provisions. RATP is currently evaluating the accounting and financial impact of the new provisions. Pursuant to CRC Regulation no. 2004-06 of the French Accounting Regulations Committee (Comité de la réglementation comptable), the costs of dismantling railway rolling stock are provisioned to offset the amount capitalized for the asset components, which are depreciated over the useful lives of the trains. In accordance with generally accepted accounting principles, annual impairment testing is performed if there is an indication that an asset may be impaired. The impairment test compares the carrying amount of the asset to its present value, which is defined as the higher of fair value and value in use. RATP did not identify any indication of impairment during the period. Due to the legal and financial framework governing RATP’s activities and its status as a public service provider, the net carrying amounts recorded on the balance sheet are justified by the market value of the assets. Provisions for depreciation and amortization are calculated using the straight-line method based on the useful lives of the assets, as defined by RATP technicians. The depreciation periods for major RATP assets are provided in the table below: USEFUL LIFE Buildings Building shell and brickwork Building fixtures and fittings Railway infrastructure Tunnels, stations and access ways Fittings for stations and access ways Tracks Conductors, traction power supply for the metro system Catenary systems for the regional railway network (RER) and trams Track signalling and assisted driving systems Automated train operating system (SAET) 70 to 100 years 6 to 30 years 35 to 140 years 15 to 40 years 10 to 50 years 5 to 50 years 15 to 50 years 5 to 35 years Automated driving system 15 to 30 years Track signalling 10 to 40 years RATP acquired and self-constructed assets Rolling stock RATP contributes to financing the infrastructure, equipment and rolling stock on the lines it operates, whether or not it owns them. Rolling stock (rail) 20 to 40 years Rolling stock (bus) 4 to 10 years Company cars Background The assets provided for use or owned by RATP are recorded at historical (or production) cost, with the exception of those in operation at December 31, 1976, which were revalued pursuant to article 61 of the 1977 French Finance Act. Since January 1, 2005 RATP has used component-based accounting to record all its property, plant and equipment. The assets are broken down into their component parts and each component is recognized with a separate useful life based on how often it is replaced or repaired. As at January 1, 2005 RATP adopted the amortized historical cost method. 5 years Plant and equipment, fixtures and fittings Elevators, escalators and moving walkways 10 to 40 years Automatic gates, passenger turnstiles 10 to 20 years Equipment to print, deliver and stamp tickets 5 to 10 years Telecom equipment and alarms 5 to 15 years Electrical installations 5 to 30 years Transformers Ventilation and air evacuation equipment Air conditioning systems Sound and lighting equipment 10 to 100 years 15 to 30 years 5 to 10 years 10 to 30 years Equipment and tooling 5 to 30 years Other equipment and furniture 3 to 15 years 71 Spare parts Spare parts are measured at unit cost or at weighted average cost per unit if managed by a computerized maintenance management system. Depreciation of spare parts is calculated on the basis of the depreciation period of the associated assets. to RATP and those internally developed by RATP. These reserves may be used to fund the acquisition of new assets, under the terms agreed with the supervisory authorities. 2.1.3 Leased assets Income from investment grants is recognized on the basis of the depreciation schedule of the associated assets, with the exception of grants received for purchasing land, of which one tenth is recognized as income per financial year. Leased assets (note 3.12) are recorded as non-current assets on RATP’s balance sheet. The assets held under the Swedish lease (note 3.12) have been derecognized. The net present value of lease payments is recorded over the term of the leases (note 5.21a). Regulated provisions relate to the revaluation of the depreciable assets performed in 1978 on the basis of 1976 data. They are transferred to income as the associated assets are written off. (Breakdown of changes in equity in note 5.7). 2.1.4 Financial assets 2.1.9 Debt and hedging instruments The gross value of financial assets comprises the purchase price and directly attributable acquisition costs. RATP includes the conveyance stamp duties, fees, commission and other taxes in the acquisition cost. Borrowings are recorded on the balance sheet at their redemption value in euros. The fair value of investments held by RATP is determined based on the net equity of the subsidiary, or for subsidiaries that hold investments themselves, based on the consolidated net equity of the sub-group and on the earnings outlook of the subsidiary or sub-group. If the fair value of the investment is lower than the net carrying amount, a provision for impairment is recognized (details of provisions in note 5.3). Currency transactions 2.1.5 Inventories If at the date of the financial statements the exchange rate impacts the amounts previously recorded in euros, adjustments are recorded under balance sheet liabilities if they reflect unrealized exchange gains and under assets if they reflect unrealized currency translation losses. If unrealized currency translation losses are recorded, a foreign exchange contingency provision is also recorded. Inventories are stated at the lower of cost (including associated transaction costs) and net realizable value. The cost is calculated using the weighted average cost method (details of inventories per category in note 5.4). 2.1.6 Accounts receivable Receivables are recorded at face value. An allowance for uncollectible accounts equal to the full amount of the receivable is recorded if there is collection risk (detailed breakdown of provisions in note 5.3). 2.1.7 Bond redemption premium The cost of bond redemption premiums is spread on a straight-line basis over the term of the bonds. However, if early repayment is decided before the date of the financial statements, the expense is recorded in full. 2.1.8 Equity The contra-account entitled “Reserve for assets made available to RATP” essentially reflects the residual value as of January 1, 1949 – when RATP was created – of the assets provided for use by RATP at that time, which were recorded on the balance sheet as of December 31, 1976. Balances denominated in foreign currencies are converted at the year-end exchange rate, with the exception of those concerning transactions that are fully hedged by currency swaps. Fully hedged operations, particularly those concerning debt denominated in foreign currencies, are presented at the hedged rate. All currency transactions are fully hedged. Derivative financial instruments RATP uses derivative financial instruments to manage its exposure to changes in interest rates, exchange rates and commodity prices (interest rate and commodity swaps and options and currency swaps). Almost all the derivative instruments qualify for hedge accounting and fully cover debt and fuel consumption. The income and expense arising from hedging instruments is systematically recorded in profit and loss when collected or incurred. The difference between the interest receivable and the interest payable on swaps, caps and floors, and the premiums and net payments associated with these transactions are recorded as an adjustment to interest expense over the term of the instruments. Unrealized gains and losses arising from hedges on future purchases of diesel fuel (budgeted) are deferred and reported in the income statement when the hedged transaction is settled. The revaluation surplus recorded under equity results from the revaluation performed in 1963 on the basis of 1959 data, which amounted to €8,557 thousand, and the revaluation of non-depreciable assets performed in 1978 on the basis of 1976 data for €222,638 thousand (note 5.8). Les gains et pertes latents résultant des contrats affectés à la couverture des achats futurs de gazole (budgétés) sont différés et pris en compte en résultat financier lors de la réalisation de la transaction couverte. RATP was formed under the act of March 21, 1948, but no capital was transferred to the entity at that time. In 1986, the public authorities allocated capital of €283,367 thousand to RATP. 2.1.10 Trade payables Pursuant to the legal provisions governing RATP’s operations, gains and losses resulting from the sale of property are recorded directly in reserves, with a separation between the assets made available 72 Prepayments to suppliers are reported under balance sheet assets. They are provisioned if their fair value falls below their carrying amount. Individual financial statements 2008 2.2 Income statement 2.2.1 Revenue generated by the agreement with the Île-de-France regional public transport authority (STIF) Revenue generated by the agreement entered into with STIF on February 21, 2008, for the period from 2008 to 2011, comprised: • direct revenue from users of transport services; • the contribution to operations relating to public service obligations; • the contribution to financing investments; • a reward or penalty based on quality of service indicators; • a profit-sharing system with risks and gains divided between RATP and STIF, based on direct revenues generated, benchmarked against contractual performance targets; • a premium based on the level of passenger traffic recorded on the networks, which will be implemented from January 1, 2009. These items are all recognized in RATP’s revenue. In addition, RATP may be fined if it fails to provide the minimum service coverage required. Comparison with 2007 revenue Under its previous agreement with STIF, RATP received a flat-rate contribution, not reported in revenue, which was used to cover all the expenses not directly attributable to operations, but which were incurred in the provision of the public service. Since the creation of RATP’s pension fund on January 1, 2006, the contribution has decreased significantly, as it no longer includes funding for retirement and pension liabilities, but only for financial costs and security expenditures. The terms of the new STIF agreement, for the period from 2008 to 2011, reclassified the part of the contribution relating to operations security and the interest expense relating to investment funding. Consequently, for comparison purposes, a pro forma revenue statement including the flat rate contribution has been prepared for 2007 and is presented in note 5.9. 2.2.2 Grants to cover the provision of unprofitable services Pursuant to article 8 § 6 of Decree 59.157 of January 7, 1959 on the Paris regional transport system, RATP receives grants from the local authorities to cover the cost of providing unprofitable public transport services. Details of the revenue generated per business sector are provided in note 5.9 and by type of transport service in note 5.10. 2.2.3 Income used to offset depreciation expenses This item reflects income from investment grants and special revaluation provisions. 2.2.4 Payroll and payroll-related costs Since 1999, RATP has accounted separately for its transport business and its social security obligations. The dual accounting system is based on: • for social security service obligations, income statements for each type of risk covered (health, permanent disability and life insurance, industrial accidents, unemployment, family allowances); • employer social security contributions comparable with those applicable to common law social security systems. The system as a whole is called the Social Security Accounting System. Presentation of payroll costs in RATP’s individual financial statements In order to facilitate the understanding and comparison of RATP’s income statement with income statements prepared by other transport companies, the payroll costs related to the transport business have been presented in the same way as they are for common law companies, with two separate lines, one reflecting “Wages and salaries” and the other “Payroll-related costs”. RATP’s social security service obligations are reported under a single line item “Net cost of RATP employee benefit plan”. Further details on RATP’s social security service obligations are provided in the table in note 5.11. The social security services are presented in the same way as for other social security entities and show: • the origin and amount of resources, in particular in terms of the employer’s contribution and, where appropriate, employee contributions; • the amount of benefits paid to plan members; • the compensation with other social security funds and entities; • the management costs. Retirement benefit obligations have not been managed as part of RATP’s social security services since the creation of the pension fund in 2006. Main characteristics of the Social Security accounts • Employer and employee contributions The resources in the social security accounts mainly comprise the employer contributions recorded as “Payroll-related costs” in RATP’s income statement, and contributions made by employees. In terms of health insurance, as employee contributions have been replaced by the CSG tax, which is paid to URSSAF, RATP receives a contribution to its health insurance fund from the CSG tax collected. The amount received is set by a government order published in the French Official Gazette. • Benefits Benefits provided by RATP include: • benefits in kind, such as the reimbursement of medical and hospital costs, medical tests and pharmaceuticals, and the services rendered by RATP’s healthcare centre (Espace Santé), etc.; • financial benefits, such as wages and salaries paid to employees on sick leave (daily indemnities), lump sums paid upon death in service, work-related accident and disability pensions, family allowances, etc. • Health insurance and family allowances under the state social security system RATP has provided health insurance and family allowances since 1972 under the terms of the State social security system. In compliance with its agreement with the State, referred to as the bilateral compensation system, RATP pays contributions to the State health insurance funds (CNAM and CNAF) and the insurance funds reimburse RATP for benefits provided (healthcare benefits in kind only). The arrangements and amounts paid by RATP are set forth by decree, and the transfers to RATP are governed by the terms and conditions of the Social Security Code. • Demographic compensation between systems As part of its Social Policy, the State has set up a compensation system to offset the differences in supply and demand between the various local social security systems in France, which arise due to demographic differences. The compensation system provides coverage for RATP’s health insurance services. 73 2.2.5 Extraordinary Income and Expense RATP recognizes under extraordinary income and expense the items specified in the National Chart of Accounts, and items that are classified as non-recurring, which are rare and unforeseeable and are not part of RATP’s ordinary operations. RATP also complies with the new obligations set forth by the decree of July 13, 2001 requiring regular measures to control dust accumulation. 3. OTHER INFORMATION An internal study has been performed to investigate asbestos-related illnesses among employees and assess the financial impact on the company. All risks arising from cases already declared or which have been brought to court have been provisioned. Although it is not possible to predict the financial impact of future litigation, RATP believes that the provision of €2.5 million recorded in the balance sheet as of December 31, 2008 is adequate and reflects the best estimate of the financial risk borne by the Company. 3.1 Maturities of receivables and payables 3.12 Leases and lease-purchase contracts (note 5.13) Details of the impact of lease transactions on the financial statements are shown in note 5.21a. 3.2 Receivables and payables Leaseholds The breakdown of extraordinary income and expense is provided in note 5.12. (note 5.14) 3.3 Related parties (note 5.15) 3.4 Trade receivables and trade payables (note 5.15) 3.5 Number of employees (note 5.16) 3.6 Compensation of ten highest-paid executives (note 5.17) 3.7 Subsidiaries and investments Table 5-18 provides information on the financial position of companies in which RATP holds a minimum 20% stake or an investment of more than €1.5 million. 3.8 Consolidation RATP prepares consolidated financial statements. 3.9 Economic interest groups (note 5.19) 3.10 Off-balance sheet commitments (note 5.20) 3.11 Asbestos The plan to eliminate friable asbestos required by the decree 96-97 of February 7, 1996 has almost been completed. In financial terms, only minor immaterial operations remain outstanding. All non-friable asbestos (covered asbestos or material containing asbestos) will gradually be removed as maintenance work is carried out on plant and equipment. Precise information on the plant and equipment containing asbestos is not available, so it is not yet possible to determine the asbestos elimination plan beyond a six-month timeframe. Consequently, no provisions were recorded for this purpose in the 2008 financial statements. In 2008, the expenses incurred for asbestos removal amounted to €2 million. 74 RATP enters into a number of leaseholds, whereby it grants a right of use to its assets enabling foreign investors, particularly in the United States, to assume economic ownership of the assets and thus amortize the assets and benefit from significant tax breaks. A leasehold transaction is composed of the main lease granted by RATP and a sub-lease enabling RATP to retain the right of use of the asset. RATP also has an early buyout option (EBO), enabling it to unwind the arrangement before the term of the main lease. Under French generally accepted accounting principles, a lease arrangement is not recognized as a sale during the term of the EBO. The tax advantage gained by the foreign investor is shared with RATP. The overall profit generated on each transaction is included in the down payment received when the contracts are signed. It is immediately used to reduce RATP’s debt, and is accounted for on a straight-line basis over the term of the lease as extraordinary income. All associated costs, sub-leases payments, interest and principal are recorded in a single entry under extraordinary income and expense, in accordance with accounting principles on defeasance transactions. The various contracts that make up each leasehold arrangement constitute separate transactions and are accounted for as such. The assets and liabilities related to these contracts (deposits that are never actually cashed in by RATP, other assets that are not received and liabilities that are not paid) are offset in the balance sheet and income statement, and appear in a single line as the net present value (NPV) corresponding to the overall profit generated by each transaction. This profit is recorded as deferred income when the contracts are signed and then is recognized as exceptional income on a straight-line basis over the duration of the contract. The risks to RATP are limited to those relating to ownership of the equipment, French law and the counterparty risks on deposits. Part of the counterparty risk relating to deposits, (amounting to €1,286 million as at December 31, 2008), is hedged by defeasance agreements, which enable the deposits to be offset against the associated liabilities. Another part of counterparty risk relating to deposits, (€459 million as at December 31, 2008), is hedged by collateral agreements, which require the deposits to be replaced by American treasury bonds in the event of a lowering of the company’s credit rating. RATP bears the counterparty risk for the remaining amount of deposits, (€327 million as at December 31, 2008), and provides letters of credit on RATP risk to American investors if the rating on these deposits falls below a certain threshold. During 2008, RATP provided letters of credit for a maximum of €131 million. Individual financial statements 2008 In 2008, RATP terminated three leases prior to maturity, and reported a gain of €1.2 million. Swedish lease The Swedish lease is set up for the period prior to equipment delivery. The investor pays the supplier the full value of the equipment. RATP makes swapped deposits to cover the lease payments and enters into a buyback option on the equipment. RATP records a profit on the difference between the deposits and the value of the equipment. The lease payments are recognized as operating expenses and the interest and deposits in financial income. The net present value is recorded as extraordinary income. Net income is impacted by the deferred profit relating to the net present value and the theoretical asset depreciation in RATP’s balance sheet. Lease-purchase contracts RATP’s leases-purchase contracts are presented in note 5.21b. 3.13 Long-term employee benefits RATP’s long-term employee obligations include those relating to: • occupational disease and work-related accidents. RATP insures its current and retired employees for occupational disease and accidents. The benefits paid compensate employees for the permanent physical or psychological damage incurred due to an accident or disease and any other negative effects on the employee’s career. Only the benefits paid to current employees are classified as longterm benefits. A provision of €15.6 million was recorded for such benefits during the period; • seniority benefits (médailles du travail): €18 million; • phased retirement: €15.1 million; • unemployment benefits: €12.9 million; • long-term sick leave: €6.2 million. Employee benefits are measured using actuarial calculations based on assumptions regarding demographic variables (mortality, employee turnover, etc.) and economic variables (discount rate, salary increase rate, etc.). The effective discount rate at December 31, 2008 was 5.25%, compared with 5% as at December 31, 2007. This rate includes an adjustment for inflation. 4.2 Exposure to interest rate risk Interest rate risk on borrowings and investments is essentially managed using swaps and options to modulate fixed and floating rates based on changes in interest rates. Swaps as at December 31, 2008 Derivatives by maturity, in millions of euros 12/31/2008 12/31/2007 Swaps on long-term borrowings (in euros) Maturity < 1 year Maturity 1 year to 5 years Maturity > 5 years 50 0 0 50 648 846 Cross currency swaps on long-term borrowings Maturity < 1 year 0 0 Maturity 1 year to 5 years 0 0 849 629 Maturity > 5 years Swaps on short-term borrowings OIS swap maturity < 1 year 139 0 FRA maturity < 1 year 100 0 1,786 1,525 12/31/2008 12/31/2007 TOTAL SWAPS, IN MILLIONS OF EUROS Derivatives listed by type, in millions of euros A – Swaps on long–term borrowings 1) Fixed to floating swaps (excluding currency swaps) Positions on short-term interest rates 100 100 Positions on long-term interest rates 148 48 450 650 0 0 2) Floating to fixed rate swaps (excluding currency swaps) Position on short-term interest rates Position on long-term interest rates 3) Other swaps 0 0 4. INFORMATION ON EXPOSURE Basis swaps FRA 100 98 TO MARKET RISK Cross currency swaps 849 629 139 0 1,786 1,525 B) Swaps on short-term borrowings 4.1 Introductory remark Eonia swaps RATP uses financial instruments to manage its exposure to interest rate risk. Its financial instruments are used to back both debt and investments. TOTAL SWAPS In accordance with recommended accounting practice, RATP only records accrued interest on derivatives. IN MILLIONS OF EUROS The tables above do not take into account the notional amount of the asset swaps on the 1999 leasehold transaction for which there is no interest rate risk. 75 Breakdown of bonds and commercial paper as at December 31, 2008, in millions of euros, excluding those relating to the corporate savings plan: EXCLUDING DERIVATIVE INSTRUMENTS INCLUDING DERIVATIVE INSTRUMENTS Bonds 3,736 3,736 Fixed rate 3,736 3,488 0 248 Commercial paper 190 190 Fixed rate 190 50 0 140 Variable rate Variable rate Valuation of the portfolio of derivative financial instruments The fair value of derivative financial instruments corresponds to the amounts which would have to be paid (–) or received (+) to unwind these instruments. The fair values of derivatives have been determined on the basis of the listed prices provided by banks and financial institutions. (in millions of euros) FAIR VALUE AT 12/31/2008 INSTRUMENTS Swap (excluding currency swaps) – 34.8 Cross currency swaps + 59.9 Structured instruments –3.6 Options 0 TOTAL + 21.5 Options at December 31, 2008 NB: The exchange rate part of the currency swaps is offset by the exchange rate part of the underlying bonds. RATP is not exposed to exchange rate risk. Euro options (long-term borrowings) in millions of euros Maturity < 1 year 100 Maturity 1–5 years 0 Maturity > 5 years 396 TOTAL COMMITMENTS 496 Mark-to-market instruments at December 31, 2008 (excluding exchange rate part of currency swaps) amounted to –€38.4 million. Derivative instruments are not reported on the balance sheet. 4.3 Exposure to Exchange Rate Risk Euro options (long-term borrowings) in millions of euros Put Cap 0 Call Cap 198 Put Floor 198 Call Floor 0 Put Swaption 50 Call Swaption 50 Automatic call TOTAL COMMITMENTS 0 496 RATP issues loans in foreign currencies. The resulting exposure to exchange rate risk is systematically hedged using currency swaps. The table below shows the currency swaps in place at December 31, 2008. DEBT ISSUED CURRENCY SWAPS PAY AMOUNT FOREIGN OF FOREIGN CURRENCY CURRENCY (IN THOUSANDS) 1,360,000 CHF RECEIVE AMOUNT OF FOREIGN CURRENCY (IN THOUSANDS) FOREIGN CURRENCY AMOUNT IN THOUSANDS OF EUROS 1,360,000 CHF 849,417 Hedging transactions at the end of December 2008 generated financial income close to €0 due to the offsetting of –€9,128 million for ongoing transactions with €9,135 million for the deferred recognition of cash payments and premiums. 4.4 Exposure to commodity price risk Sensitivity of variable rate debt at December 31, 2008 In 2008, RATP did not set up any swaps to fix the price of the underlying diesel fuel ULSD 50 ppm CARGOES CIF NWE MEAN. As at December 31, 2008, given all outstanding derivatives (swaps, caps, floors), variable rate positions constituted 1.3% of bonds (excluding commercial paper and corporate savings scheme) and amounted to €50 million. Outstanding commercial paper, excluding the corporate savings scheme, amounted to €190 million. It is entirely placed in monetary trust funds and negotiable debt instruments and therefore has no effect on the sensitivity of outstanding debt. On a like-to-like basis, a 1% increase in short-term interest rates would increase interest expense by €500 thousand. 76 RATP hedges against increases in commodity prices for diesel fuel and also against increases in the dollar against the euro. Individual financial statements 2008 5. ADDITIONAL INFORMATION ON THE BALANCE SHEET AND INCOME STATEMENT Note 5.1 Fixed assets Note 5.13b Maturities of payables Note 5.2 Depreciation and amortization Note 5.13c Net debt Note 5.3 Provisions Note 5.14 Receivables and payables Note 5.4 Inventories, gross Note 5.15 Balance sheet items Note 5.5 Prepaid income and expenses Note 5.16a Average number of employees Note 5.6 Loan transaction costs Note 5.16b Employee training rights Note 5.7 Changes in equity Note 5.17a Compensation of directors and executives Note 5.8 1976 revaluation surplus Note 5.17b Fees Note 5.9 Breakdown of revenue Note 5.18 Subsidiaries and investments Note 5.10 Transport revenue Note 5.19 Economic interest groups Note 5.11 RATP social security income statement Note 5.20 Off-balance sheet commitments Note 5.12 Breakdown of extraordinary income Note 5.21a Leases Note 5.13a Maturities of receivables Note 5.21b Lease purchase commitments 77 Note 5.1 Fixed assets at December 31, 2008 POSITION AND CHANGES A B C D E GROSS VALUE AT 12/31/2007 INCREASE TRANSFERS BETWEEN LINE ITEMS DECREASE GROSS VALUE AT YEAR-END(1) ITEMS Intangible assets – Research and development costs – Lease rights 94,329 0 2,252 – 26 96,554 2,626 0 0 0 2,626 – Other Software in use Software in process TOTAL 266,294 0 78,201 – 8,211 336,284 33,481 23,517 – 27,117 0 29,881 396,730 23,517 53,336 – 8,237 465,346 Property, plant and equipment – Land – Buildings – Buildings on land not owned 389,906 0 804 0 390,710 7,860,589 0 348,573 – 87,140 8,122,022 92,237 0 1,562 0 93,799 – Technical plant, equipment and industrial tooling 4,124,963 2,300 217,508 – 66,100 4,278,671 – Transport equipment 4,409,584 3,734 174,963 – 40,310 4,547,972 202,446 0 17,141 – 4,921 214,666 1,309,024 970,652 – 813,887 0 1,465,789 18,388,750 976,687 – 53,336 – 198,472 19,113,629 – Other – Work in progress TOTAL Financial assets – Investments – Receivables from investments – Other investments – Loans (2) – Other (deposits and guarantees) TOTAL ENSEMBLE 259,345 0 0 0 259,345 6,638 23 0 – 4,241 2,420 0 0 0 0 96,066 2,506 0 – 5,015 117,530 11,624 0 – 10,474 118,680 479,579 14,153 0 – 19,729 474,003 19,265,059 1,014,357 0 – 226,438 20,052,978 (1) Gross value at year end is calculated as follows: ( A + B + C + D = E ). (2) The net change in loans comprises: – 1,671 Employee loans (accrued interest – 17) – 838 Other loans – 2,509 78 93,558 Individual financial statements 2008 Note 5.2 Depreciation and amotization at December 31, 2008 A POSITION AND CHANGES ACCUMULATED AMORTIZATION AND DEPRECIATION AT BEGINNING OF YEAR ITEMS B C D INCREASE IN DEPRECIATION AND AMORTIZATION DECREASE IN DEPRECIATION AND AMORTIZATION ACCUMULATED AMORTIZATION AND DEPRECIATION AT YEAR-END(1) Intangible assets – Research and development costs 3,036 3,290 – 29 911 77 0 988 – Other 195,037 35,198 – 6,829 223,406 TOTAL 198,984 38,565 – 6,858 230,691 3,156,337 155,786 – 87,016 3,225,107 75,246 4,892 0 80,138 – Technical plant, equipment and industrial tooling 2,683,224 197,153 – 65,905 2,814,473 – Transport equipment 2,945,374 – Lease rights 6,298 Property, plant and equipment – Buildings – Buildings on land not owned 2,787,038 197,438 – 39,101 – Other 137,209 20,056 – 4,794 152,471 TOTAL 8,839,054 575,324 – 196,815 9,217,563 10,833 1,872 – 1,991 10,713 10,833 1,872 – 1,991 10,713 26,853 2,608 – 19,311 10,151 9,075,724 618,369 – 224,975 9,469,118 – Bond issue costs TOTAL Bond redemption premiums ENSEMBLE (1) Total depreciation and amortization at year-end is calculated as follows: (A + B + C = D). The share of assets allocated to social security service obligations • Software (other intangible assets) • Buildings • Buildings on land not owned • Industrial equipment and tooling • Transport equipment • Other 665 117 0 1,221 0 213 2,216 79 Note 5.3 Provisions at December 31, 200 POSITION AND CHANGES Regulated provisions (revaluation reserve) TOTAL 1 A B C D E PROVISIONS AT BEGINNING OF YEAR CHANGE OF ACCOUNTING METHOD INCREASE IN PROVISIONS DECREASE: REVERSALS DURING YEAR PROVISIONS AT YEAR-END (A + B + C = D) USED ADJUSTMENTS 451,423 0 0 10,290 117 441,016 451,423 0 0 10,290 117 441,016 Provisions for contingencies and liabilities – Provisions for contingencies • Provisions for litigation 23,849 0 51,726 838 3,989 70,747 • Provisions for work-related accidents 22,850 0 29,705 14,912 0 37,643 6,989 0 1,803 2,184 1,042 5,566 4,385 0 810 2,252 359 2,584 84,044 20,186 5,391 116,540 156,656 • Provisions for operating or financial liabilities • Provisions for extraordinary liabilities 58,073 – Provisions for expenses • Reserve for extraordinary expenses (1) • Other provisions for expenses TOTAL 2 163,520 183 14,554 20,420 1,181 0 0 0 0 0 0 163,520 183 14,554 20,420 1,181 156,656 221,593 183 98,598 40,606 6,571 273,196 5,504 0 655 0 0 6,159 Provisions for impairment – Property, plant and equipment – Financial assets 17,529 0 3,198 0 478 20,249 – Inventories 29,835 0 2,887 2,509 0 30,213 – Trade receivables and related accounts 14,337 0 1,193 531 3,980 11,019 0 0 0 0 0 0 4,194 0 3,421 0 749 6,866 71,399 0 11,354 3,040 5,207 74,506 744,415 183 109,952 53,937 11,897 788,718 722,501 528 4,385 183 0 0 105,944 3,198 810 51,684 0 2,252 11,059 478 359 765,884 20,249 2,584 744,415 183 109,952 53,937 11,897 788,717 – Marketable securities – Other TOTAL 3 TOTAL ASSETS Appropriation: Op.: operating activities Fin.: financing activities Ex.: extraordinary activities Note 5.4 Inventories (gross) at December 31, 2008 Commodities and supplies 12/31/2008 12/31/2007 170,917 157,045 1,945 3,009 172,862 160,054 Work in progress TOTAL Note 5.5 Prepaid income and expenses at December 31, 2008 12/31/2008 EXPENSES 12/31/2007 INCOME EXPENSES INCOME Operating activities 5,798 31,676 4,500 34,738 Financing activities 46,528 67,527 55,138 77,194 2,606 10,557 2,825 11,321 54,933 109,761 62,463 123,253 Extraordinary activities TOTAL 80 Individual financial statements 2008 Note 5.6 Loan transaction costs at December 31, 2008 NET AMOUNT AT BEGINNING OF YEAR Loan transaction costs (1) TOTAL INCREASES DECREASES OR ADJUSTMENTS NET AMOUNT AT YEAR-END 9,244 2,649 – 1,872 10,022 9,244 2,649 –1,872 10,022 (1) Loan transaction expenses are amortized over the term of the loans. However, if early repayment is decided before the date of the financial statements, the expenses are fully amortized. Note 5.7 Changes in equity at December 31, 2008 12/31/2007 INCREASES REDUCTIONS 12/31/2008 Reserve for assets made available to RATP 250,701 250,701 Revaluation surplus (3) 231,140 231,140 Capital endowment 283,367 283,367 Statutory reserves 184,419 184,419 Reserves from sale of assets constructed by RATP 43,026 43,026 General reserve 57,926 Retained earnings(1)(2) Net income Investment grants Regulated provisions(3) 57,926 862,544 83,665 83,665 124,995 83,665 124,995 2,433,138 199,297 105,134 2,527,300 10,407 441,016 407,958 199,207 5,090,101 451,423 TOTAL 4,881,350 946,209 (1) Net income from 2007 was allocated to retained earnings. (2) See paragraph 1 of the notes. (3) Details of the revaluation surplus are provided in note 5.8. Note 5.8 Revaluation surplus at December 31, 2008 5.8.1 Revaluation from 1976 POSITION AND CHANGES DIFFERENCES AT BEGINNING OF YEAR GROSS VALUE OF ASSETS ACCUMULATED AMORTIZATION AND PROVISIONS DIFFERENCES DURING YEAR RETIREMENT OF ASSETS DEPRECIATION, AMORTIZATION AND PROVISIONS DIFFERENCES AT YEAR-END GROSS VALUE OF ASSETS ACCUMULATED AMORTIZATION AND PROVISIONS Property, plant and equipment – Land – Buildings 222,568 0 0 0 222,568 0 1,212,934 767,106 – 14,942 – 5,860 1,197,992 761,246 – Technical plant, equipment and industrial tooling 79,574 78,764 – 8,512 – 8,351 71,063 70,412 – Transport equipment 74,010 69,711 – 2,876 – 1,712 71,134 67,999 485 0 0 0 485 0 1,589,572 915,581 – 26,330 – 15,923 1,563,241 899,658 15 0 15 0 – Other Financial assets – Investments TOTAL 15 0 1,589,587 915,581 –26,330 –15,923 15 0 1,563,257 899,658 Net total 663,599 5.8.2 Revaluation from 1963 (base 1959) Revaluation surplus TOTAL REVALUATION SURPLUS 8,557 672,156 81 Note 5.9 Breakdown of revenue at December 31, 2008 12/31/2008 Transport revenue (excluding Orlyval) 1,862,172 0 1,435,484 12,216 – 141,545 Tariff compensation Bandwidth (risks shared with STIF) Additional contribution Revenue from transport services excluding VAT (1) 0 103,520 1,953,743 3,259,631 0 114,855 10,777 7,591 Sales incentives Service quality bonus C11 – contribution to operating expenses 860,760 C12 – contribution to taxes and duties 154,318 C 13 – contribution to difference of R7 index under clause C11 and tariff decisions 12/31/2007 (PRO FORMA) 1,941,527 37,240 C2 – contribution to financing investments 755,329 Other transport revenue 43,606 22,849 Standard contribution (2) 0 236,447 3,815,773 3,641,373 100,009 95,578 18,193 18,666 1 – Transport revenue excluding VAT 2 – Transport-related revenue excluding VAT 3 – Penalties 4 – Other service revenue Subtotal (3) 140,572 139,650 4,074,547 3,895,267 (1) The notion of total traffic revenue has been replaced by other conventions under the new STIF agreement. (2) The standard contribution for 2007 has been included in the presentation to better compare the revenue of 2008 with 2007 revenue. (3) Revenue is measured on the basis of the principles set out in paragraph 2.2.1. Note 5.10 Revenue from passenger transport services (VAT included) at December 31, 2008 REVENUE IN THOUSANDS OF EUROS 12/31/2008 AS A % RATP network: Metro, RER and Autobus 2,048,311 100 1,964,592 12/31/2007 – Monthly, weekly and annual “Orange” travel passes 1,162,509 56,75 1,138,432 – Other subscriptions (police, emerald, amethyst) 107,339 5,24 102,645 – Tickets 689,416 33,66 641,312 – Flat-rate travel cards (Mobilis, youth tickets) 31,332 1,53 27,773 – Unsubsidized tickets (Paris-visit, Orlybus, Roissybus) 56,031 2,74 52,786 – Weekly travel passes, subsidized school subscriptions fire department subscription and night buses 1,684 0,08 1,635 0 0,00 – Free services for Olympiades station opening Special ticket rates (VAT included) 9 – 2,664 – 22,381 Transport services and leases (VAT included) 4,767 5,117 Revenue/long-term subscriptions (VAT included) 6,240 4,264 Orlyval revenue (VAT included) 22,725 21,530 Transport service revenue from previous years (VAT included) – 1,058 1,988 2,078,321 1,975,110 ALL NETWORKS 82 Individual financial statements 2008 Note 5.11 RATP social security income statement 2008 2007 Health insurance plan – Employer contribution 222,465 213,384 – Transfers received from CSG tax collected (ACOSS) and employee contributions 102,322 97,984 – CNSA Contribution (for disabled transport users) – Benefits in kind – Cash benefits (paid sick leave, death benefits) – Healthcare services – Special plan expense (including general compensation) – Management expense (net) 804 1,250 – 227,989 – 220,911 – 55,772 – 57,859 – 9,037 – 9,154 – 2,757 – 1,225 – 17,718 – 18,338 – 266,231 – 257,282 12,459 10,678 Bilateral compensation with state health insurance fund (CNAM) – Contributions paid to the RATP special scheme – Allowance for management expenses – Reimbursement of benefits in kind from the national social security scheme Net income (loss) 227,581 218,686 –13,873 –22,787 25,763 25,251 Work-related accident insurance plan – Employer contribution – Special scheme expense (including contributions to the work accident fund) 402 – 252 – Benefits in kind and pensions – 11,416 – 11,365 – Cash benefits (paid sick leave) – 8,638 – 9,338 – Management expense (net) – 3,091 – 3,398 Net income (loss) 3,020 898 Unemployment Insurance Plan – Employer contribution – Benefits paid – Management expense (net) Net income (loss) 7,274 7,088 – 6,395 – 4,974 – 272 – 368 606 1,746 68,195 66,304 – 17,091 – 16,910 Family allowance plan – Employer contribution – Statutory benefits – Other benefits – Management expense (net) Bilateral compensation with state family fund (CNAF) – Contributions paid to the RATP special scheme – Allowance for management expenses – Reimbursement of statutory benefits (national social security scheme) Net income (loss) RATP SOCIAL SECURITY, NET LOSS – 397 – 468 – 1,631 – 1,627 0 – 70,626 – 67,072 2,336 2,484 17,091 16,910 –2,122 –379 –12,369 –20,521 83 Note 5.12 Breakdown of extraordinary income at December 31, 2008 EXTRAORDINARY INCOME 5,457 Proceeds from disposal of property, plant and equipment, and intangible assets – 3,086 Transfer to inventories of equipment recovered 1,178 Asbestos-related disease benefits paid and provisions reversed (net) – 452 Asbestos removal work – 2,804 Leases(1) 10,461 Swedish lease: NPV(1) 125 Other 35 (1) See note no. 21a. Note 5-13a Maturities of receivables at December 31, 2008 ACCOUNTS RECEIVABLE GROSS AMOUNT (1) LIQUIDITY OF ASSETS MATURITIES DUE WITHIN 1 YEAR MORE THAN 1 YEAR Receivables relating to non-current assets • Receivables from investments • Loans(2)(3) 2,420 170 2,250 93,558 3,334 90,224 118,680 713 117,967 214,658 4,217 210,441 • Trade receivables and related accounts 124,940 124,940 0 • State and local authority receivables 264,263 264,263 0 54,765 51,411 3,354 443,967 440,614 3,354 184,565 184,565 0 25,369 25,369 0 209,934 209,934 0 54,933 7,411 47,522 923,493 662,176 261,316 • Others Receivables relating to current assets • Other Financial assets • Marketable securities(4) • Cash and cash equivalents Prepaid expenses TOTAL (1) Gross amount reported on the balance sheet before deduction of provisions for impairment, which amounted to €33,968 thousand. (2) Employee loans granted during period: €232 thousand. Employee loans repaid during period: €1,903 thousand. (3) Loans granted by RATP to employees and housing management entities, under the 1% mandatory employer contribution. Such loans bear lower interest than the usual market rates for loans of similar maturities. (4) With accrued interest of: €148 thousand. 84 Individual financial statements 2008 Note 5.13b Maturities of payables at December 31, 2008 LOANS AND BORROWINGS GROSS AMOUNT MATURITIES LESS THAN 1 YEAR BETWEEN 1 AND 5 YEARS MORE THAN 5 YEARS Loans and borrowings – Île-de-France loans(1)(4) 285,646 19,544 96,351 169,751 – Bonds(1)(4) • On Eurozone financial markets 2,887,347 457,347 1,400,000 1,030,000 • On international financial markets 849,418 0 0 849,418 • “Tick’épargne” loans 259,019 139,936 119,082 – Borrowings from and liabilities to financial institutions • Borrowings 69,148 1,524 21,530 46,094 • Bank accounts (creditor) 82,833 82,833 0 0 51 51 0 0 346,625 329,949 146 16,530 70,828 70,828 0 0 4,850,915 1,102,012 1,637,110 2,111,793 – Trade payables and related accounts 205,094 205,094 0 0 – Tax and social security liabilities 417,129 417,129 0 0 – Payables to suppliers of assets and related accounts 315,752 315,752 0 0 • Postal cheques – Other loans and borrowings(2) – Accrued interest(3) Accounts payable – Other payables Prepaid income Foreign currency translation gain TOTAL (1) Loans contracted during period (in thousands of euros): Loans repaid during period (in thousands of euros): (2) Including: • commercial paper: • “Tick’épargne” commercial paper: (3) Including: • accrued interest on IDF loans: • accrued interest on Eurozone financial market: • accrued interest on international financial markets: • accrued interest on “Tick’épargne” loans: (4) Including: • loans at fixed interest rates: • loans at floating interest rates: 99,045 99,045 0 0 1,037,020 1,037,020 0 0 109,761 41,550 23,524 44,687 774 0 774 0 5,998,470 2,180,583 1,661,408 2,156,479 923,483 802,731 190,000 139,936 1,516 54,647 6,063 8,596 3,741,884 539,545 85 Note 5.13c Net debt at December 31, 2008 12/31/2008 12/31/2007 Financial assets (A) 209,787 309,938 Marketable securities(1)(3) 184,417 281,101 25,370 27,666 Cash and cash equivalents(1) Foreign currency translation adjustment Loans and borrowings (B) Île-de-France loan Loan on financial markets “Tick’épargne” loan 0 1,171 4,694,250 4,603,607 285,646 287,988 3,736,765 3,651,039 259,019 221,650 Loans and borrowings 82,884 41,201 Commercial paper(2) 329,936 400,318 0 1,411 4,484,463 4,293,669 12/31/2008 12/31/2007 Foreign currency translation gains NET DEBT (B – A) (1) Excluding financial assets allocated to lease transactions; see details in note 21-a. (2) See (2) table 13b. (3) Excluding accrued interest. Note 5.14 Receivables and payables at December 31, 2008 Receivables Financial assets 1,753 1,732 Trade receivables and related accounts 35,861 41,237 State and local authority receivables(1) 169,732 226,223 17,282 18,321 148 680 Other receivables Marketable securities Cash and cash equivalents TOTAL 0 0 224,776 288,193 Payables Île-de-France loans 1,516 1,582 54,647 47,229 Bonds on international financial markets(2) 6,063 3,518 Private bonds 8,596 6,239 19 22 Trade payables and related accounts 112,898 153,459 Tax and social security liabilities 367,495 490,158 Payables to suppliers of assets and related accounts 201,282 123,025 26,527 21,202 779,042 846,433 Bonds on French financial market Loans and borrowings from financial institutions Other payables TOTAL (1) Including investment grants due but not yet received. (2) In Swiss francs and yen. 86 Individual financial statements 2008 Note 5.15 Other items included in several balance sheet accounts at December 31, 2008 POSITION AT 12/31/2008 12/31/2007 Trade receivables and related accounts 32 2 TOTAL 32 2 Trade payables and related accounts 0 0 Payables for assets and related accounts 0 0 TOTAL 0 0 281,333 284,630 19,191 22,657 Commercial paper Assets Liabilities Related Parties(1) Assets Financial assets Trade receivables and related accounts Other receivables TOTAL 4,109 3,457 304,633 310,744 12 12 Liabilities Loans and borrowings Trade payables and related accounts Payables for assets and related accounts Other payables TOTAL 3,050 2,399 11,176 27,176 1,498 1,224 15,736 30,811 (1) RATP Développement, Sqybus, Promo Métro, Logis-Transports, SEDP, SADM, Telcité, RATP International, Systra, Naxos, Mobicité, SLT, TVO, Orlyval, FlexCité, STBC, M’dina Bus, FlexCité 94, EM Services, Société Billétique Monétique Services Cars Perrier, Equival, TP2A, Cars Giraux, Xelis. Note 5.16a Average number of employees and retired employees paid by the company during the year AVERAGE NUMBER OF EMPLOYEES 12/31/2008 12/31/2007 CHANGES NUMBER 44,146 43,810 336 CHANGES % 0.77 Breakdown by category – Executives + managers 10,950 10,949 1 0.01% – Other employees 33,196 32,861 335 1.02% 43,433 43,266 167 0.39% 714 543 171 31.49% Breakdown by contract – Indefinite – Fixed-term contract Note 5.16b Employee training rights In accordance with the provisions of French Act no. 2004-391 of May 4, 2004 on vocational training, RATP grants its employees a minimum of twenty hours’ individual training per calendar year, which can be accumulated for a six year period. If the rights are not used at the end of the six year period, they are capped at one hundred and twenty hours. As December 31, 2008, the number of hours accrued for training amounted to 3,207,593 hours. The number of unused accrued training hours amounted to 3,204,551 hours. 87 Note 5.17a Compensation of directors and executive officers (in thousands of euros) for the year ended December 31, 2008 2008 Members of the Board of Directors Executive Officers (aggregate amount of the ten highest salaries) 2007 5 29 1,982 1,906 Note 5.17b Fees in thousands of euros PRICEWATERHOUSECOOPERS KPMG 289 276 24 44 313 320 Statutory auditors Work/services directly related TOTAL Note 5.18 Subsidiaries and investments SHARE CAPITAL ADDITIONAL PAID-IN CAPITAL % OF INTEREST HELD BY RATP CARRYING AMOUNT OF SHARES GROSS NET POSITION AT DECEMER 31, 2008 LOANS AND ADVANCES GRANTED BY RATP AND NOT YET REPAID(1) GUARANTEES GIVEN BY RATP REVENUE EXCLUDING VAT AT DECEMBER 31, 2008 PROVISIONAL NET RESULT AT DECEMBER 31, 2008 DIVIDENDS GENERATED BY THE RATP IN 2008 1 – Subsidiaries • SEDP 2, square Félix-Nadar 94684 Vincennes Cedex (SIREN 380 038 687) • RATP DÉVELOPPEMENT Société de participation pour l’exploitation 54, quai de la Rapée 75012 Paris (SIREN 389 795 006) • LOGIS TRANSPORTS 158, rue de Bagnolet 75020 Paris (SIREN 592 025 811) 459 690 100,00 457 457 3,354 144 5,465 27 0 98,000 – 21,163 95,41 93,499 93,457 0 4,000 19,426 – 5,423 0 NA NA NA NA NA 19,665 576 741 260 2,033 0 17,834 2,625 2,570 40 NA 88,00 33 33 • PROMO MÉTRO 43-45, rue du GouverneurGénéral-Félix-Éboué 92130 Issy-Les-Moulineaux (SIREN 712 029 099) 910 2,952 100,00 2,619 2,619 • RATP INTERNATIONAL 54, quai de la Rapée 75599 Paris Cedex 12 (SIREN 419 997 044) 19,721 2,909 100,00 19,721 19,721 1,525 14,768 100,00 1,524 1,524 272,774 – 1,576 49,89 137,420 137,420 NA NA 10 7,981 3,811 20,995 ND 7,00 3,770 0 NA NA NA NA NA 400 48 • TELCITÉ 1, avenue Montaigne 93160 Noisy-Le-Grand (SIREN 411 759 962) 2,250 2 – Other investments • FINANCIÈRE TRANSDEV 6, place Abel-Gance 92100 Boulogne-Billancourt (SIREN 442 610 788) • BMS 25, rue de Ponthieu 75008 Paris (SIREN 423 749 886) • Other (1) Including accrued interest. NA = data not available. 88 Individual financial statements 2008 Note 5.19 Economic interest groups POSITION AT DECEMBER 31, 2008 RATP % OF OVERHEADS Eurailtest 1, boulevard Saint-Martin 75003 Paris (SIREN 421 526 468) 10% Comutitres 185, rue de Bercy 75012 Paris (SIREN 433 136 066) 33,33% Emif (no activity) 54, quai de la rapée 75012 Paris (SIREN 438,281 461) 50 % Sectrans In liquidation Quai 54 In liquidation Tothème 54 In liquidation 89 Note 5.20 Off-balance sheet commitments at December 31, 2008 12/31/2008 12/31/2007 1,157 1,157 Commitments given 1 – Subsidiaries and investments – Guarantee for LOGIS-TRANSPORTS – Guarantee for SEDP 144 144 4,000 4,000 – Guarantee for IAPR 265 265 – Guarantee for Compagnons du Voyage 600 700 14,981 13,691 – Employees: “Low income housing” guarantees 312,916 326,609 – Retirement benefits 176,616 197,492 – Guarantee backing a security given by RATP Développement 2 – Not-for-profit entities – Guarantee granted for CapVille 3 – Employee benefits – Employee loans: guarantee granted for SBE – Death indemnities for employees in service 12,384 12,035 – Death indemnities for retired employees 24,199 34,171 122,369 115,579 – Guaranteed contribution under the corporate savings plan for retired employees 37,283 33,468 – Early retirement 17,564 11,577 – Cross currency swaps on bonds(a) 849,417 629,365 – Interest rate swaps on bonds(a) 698,000 896,000 – Interest rate swaps on commercial paper 139,337 0 – FRA 100,000 0 0 98,000 198,000 98,000 50,000 50,000 1,520,133 1,837,942 – Pensions for work-related illnesses and accidents to retired employees and those with vested rights 4 – Financial transactions – Caps (puts) – Floors (puts) – Swaptions (puts) – Lease-transactions: sub-leases of trains(b) – Other commitments given TOTAL 1,000 1,500 4,280,365 4,361,695 849,417 629,365 698,000 896,000 Commitments received – Cross currency swaps on bonds(a) – Interest rate swaps(a) – Interest rate swaps on commercial paper 139,337 0 – Caps 198,000 50,000 – Floors – FRA – Buyback options on bonds – Bank credit letters – Bank guarantees TOTAL 0 50,000 100,000 0 50,000 50,000 0 57,162 139,159 128,509 1,324,496 1,231,671 (a) RATP has opted to account for swaps in the same way as for traditional loans and borrowings. The breakdown of swaps by maturity is as follows: Interest rate swaps (on bonds and commercial paper) < 1 YEAR 1 to 5 YEARS > 5 YEARS TOTAL 289,337 0 548,000 837,337 (b) A bank credit letter for a maximum of €131 thousand was issued in the first half of 2008 to guarantee payment obligations to TRUSTS. Additional information regarding employee benefits: The discount rate used to calculate post-retirement benefits was 5.25% at December 31, 2008. The rate at December 31, 2007 was 5%. 90 Individual financial statements 2008 Note 5-21a Lease transactions and sub-leases I – American lease transactions (in thousands of euros) Impact on cash position LEASES 1998 1999 2000 2001 Main lease payment income 560,061 1997 269,516 228,874 840,625 639,985 454,943 2002 Sublease expenses 526,587 239,242 205,264 799,837 600,768 447,049 RATP NET PROFIT 33,474 30,274 23,610 40,788 39,217 7,894 As the leases are effective over variable periods, the profit generated is recorded as extraordinary income over the terms of the leases. Impact on net income for 2008 (in thousands of euros) Leases generated income of €10,460 thousand at December 31, 2008: LEASE SIGNATURE DATE Income from main leas(1) Interest paid on sub-leases(2) Provision reversal(3) Prepaid interest Sublease expenses(4) Income from other leases Early buyout option Expenses Excess lease payments Provision for termination costs(3) 1997 1998 68,691 41,221 2000 2001 2002 TOTAL RAPPEL 2007 154,048 1999 28,699 20,723 21,291 334,673 338,751 18,584 14,863 8,646 61,988 35,366 13,647 153,094 167,959 261,543 0 20,473 1,791 0 0 283,807 427,012 3,216 1,934 3,750 8,900 8,575 30,655 16,077 10,415 170,570 223,579 695 1,572 82,718 129,675 24,365 59,010 30,048 695 82,718 657 26 177 517 175,709 60,301 40,496 157,925 30,776 23,605 27,125 1,377 63,549 175,709 188,568 340,228 322,064 0 437 Currency translation adjustment Interest on loans NET INCOME 107 2,689 1,419 877 2,585 2,259 631 107 128 10,460 16,743 (1) The main lease payment is received in full upon signature of the lease. The annual instalment is recorded in the income statement as a balancing entry against prepaid income. (2) Interest received or to be received on sub-lease payments to financial institutions (deposits). (3) Income from the termination indemnity and excess lease payments is spread on a straight-line basis over the term of the leases. (4) Sub-leases paid or payable by financial institutions. Sublease expenses, income from the main lease and interest are recorded under extraordinary income and expenses. The provision for final termination cost is recorded under extraordinary expenses. II – Swedish lease Impact on cash position (in thousands of euros) LEASES 2002 2003 Swedish lease tranche 1 completed in 2002 620 – 2004 – Swedish lease tranche 1 completed in 2004 118 Swedish lease tranche 2 completed in 2004 1,444 RATP NET PROFIT 620 – 1,562 Impact on 2007 net income 12/31/2008 Deferred amortization of NPV 124 12/31/2007 124 (2) See note § 3-12. 91 Note 5-21b Lease purchase commitments at December 31, 2008 (in thousands of euros) RATP has two lease-purchase contracts with floating rate payments. They are covered by fixed-rate hedging instruments. The figures presented below include the hedges. LEASE AGGREGATE VALUE TERM Cours de vincennes 5,336 15 RESIDUAL VALUE 0 Philidor Maraîchers 25,308 25 2,373 LEASED ASSETS INITIAL COST DEPRECIATION CHANGE NET VALUE BALANCE SHEET ITEMS YEAR (1) ACCUMULATED (1) 30,644 1,472 8,670 21,974 90 13 13 78 30,734 1,485 8,683 22,051 + 5 YEARS RESIDUAL PRICE Land Buildings Plant, property and equipment Other property and equipment Work in progress TOTAL (1) Depreciation for the period and the accumulated depreciation that would have been recorded had RATP owned these assets. LEASE COMMITMENTS BALANCE SHEET ITEMS INSTALMENTS PAID AT YEAR END PAYMENTS OUTSTANDING ACCRUED UP TO 1 YEAR 1 TO 5 YEARS Land Buildings 2,259 14,285 2,444 9,874 30,816 2,373 11 11 20 69 0 9 2,270 14,296 2,464 9,944 30,816 2,382 Plant, property and equipment Other property and equipment Work in progress TOTAL 92 Attestation of the persons responsible for the annual report We, the undersigned, hereby attest that to the best of our knowledge the financial statements have been prepared in accordance with generally accepted accounting principles and give a true and fair view of the assets, liabilities, financial position and results of operations of the company and all the companies consolidated, as well as a description of the main risks and uncertainties facing them. Chairman and Chief Executive Officer Chief Financial Officer Pierre Mongin Alain Le Duc (en milliers d’e no 44 752 45 7399 nss incorporelles Note ons co orporelles Note 4.7 de placem ment 277 7 ns dans les entreprises associées 157 737 disspo ponibles à la vente cierss dé d rivés Notte 4.8 15 128 ers 86 683 86 016 2 314 2 348 St C ien Cl Financial report Crréances Actifs destinés à être v Instru rume ume RATP financial report 2008 Autres acct Trésorr Actiif RATP Communications department 54, quai de la Rapée • 75599 Paris Cedex 12 www.ratp.fr 8 380 8 7227 9 0333 825 155 299